Alora Trading Company Ltd.
|BSE: 539693||Sector: Others|
|NSE: N.A.||ISIN Code: INE527R01018|
|BSE 00:00 | 10 Jun||Alora Trading Company Ltd|
|NSE 05:30 | 01 Jan||Alora Trading Company Ltd|
|BSE: 539693||Sector: Others|
|NSE: N.A.||ISIN Code: INE527R01018|
|BSE 00:00 | 10 Jun||Alora Trading Company Ltd|
|NSE 05:30 | 01 Jan||Alora Trading Company Ltd|
The Board of Directors hereby submit the report of the business and operations of yourCompany ('Alora') along with the audited financial statements for the financial year ended31st March 2020.
1. Financial Information.
The highlights of the financial performance for the year ended 31st March 2020 are asunder:
(Rs. in lakhs)
2. Nature of Business
There is no change in the nature of business of the Company during the Financial Yearunder review.
3. Financial Performance of the Company.
The financial year 2019-20 has indeed been a challenging year for all the industry inthe economy. During the financial year 2019-20 the Total Revenue is Rs. 4792.95 Lakhs ascompared to Rs. 4468.71 Lakhs in the previous financial year 2018-19. The Company hasposted a net profit of Rs. 9.49 Lakhs during the year as compared to a net profit of Rs.15.11 Lakhs earned in the previous year.
Your Directors are making constant endeavour to ensure better performance of theCompany.
During the lockdown imposed by the Government to combat COVID-19 it spread rapidly inthe last month of FY 2020 the Industrial and Commercial establishments were closed andtill date at many a locations these are still open in restricted conditions. The companyensured the wellbeing of the employees during lock down and also it was lifted partially.Your company is also working in a similar environment under the restrictive conditions andit causes potential to impact the company the company has put in place mitigation plansto minimize the adverse impact on both revenue and profitability. There are no materialchanges or commitments affecting the financial position of the Company between the end ofthe financial year and the date of the report.
With a view to strengthen the financial position of the Company your Directors did notrecommend any dividend for the year under review.
6. Transfer to Reserves.
Your Company has not transferred any amount to reserves during the year under thereview.
7. Public Deposits.
Your company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014during the financial year under review. There are no deposits that remain unclaimed duringthe year under review.
8. Listing of Securities:
The Company's shares are listed on BSE Limited and Calcutta Stock Exchange Limited.
9. Share Capital.
The Authorized Share Capital of the Company as at 31st March 2020 is Rs.130000000/- divided into 13000000 Equity Shares of Rs. 10/- each. The Issued &Subscribed Capital of the Company as at 31st March 2020 is Rs. 124425000/- dividedinto 12442500 Equity Shares of Rs. 10/- each.
The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished. It has neither issued employeestock options nor sweat equity shares and does not have any scheme to fund its employeesto purchase the shares of the Company.
10. Subsidiaries Joint Venture & Associates Companies.
As on 31st March 2020 the Company does not have any Subsidiary JointVenture or an Associate Company. The provisions of Section 129 (3) of the Companies Act2013 read with the Companies (Accounts) Rules 2013 containing a statement ofsubsidiaries in the form AOC-1 is not applicable to the Company.
11. Statutory Auditor.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. Rishi Sekhri & Associates Chartered Accountants (FRN: 128216W) as StatutoryAuditor of the Company by the Members of the Company on the Annual General Meeting held on29th December 2018 to hold office for the period of 5 years till theconclusion of the Annual General Meeting of the Company for FY 2022-23.
12. Auditors Report
There are no adverse observations of the Auditors on the financial statements of thecompany. The Auditor's Report read with the relevant notes to accounts is self -explanatory and therefore does not require further explanation. The Auditors Report isforming the part of this Annual Report.
13. Details of fraud as per auditors report.
During the Financial Year under review no instances of fraud were reported by theStatutory Auditors of the Company. This is also being supported by the report of theauditor for the Financial Year 2019-20.
14. Secretarial Auditor and the Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the board has appointed Ms. Sunita Manish Agrawal Practicing CompanySecretary as Secretarial Auditor to conduct Secretarial audit for the year 2019-20. Thereport on secretarial audit forms part of this Annual report. The report does not containany qualification reservation or adverse remark.
15. Secretarial Standards.
The Company complies with the applicable Secretarial Standards issued by the Instituteof the Companies Secretaries of India.
16. Board of Directors and the Key Managerial Personnel.
The Company has the Balance Board comprising of the Executive and Non- ExecutiveDirectors. The present Board Composition of the Company is consonance with the requirementof the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
During the Financial year 2019-20 under review following change were made in the boardcomposition of the Company:
Mrs. Bhavana Kesur (DIN: 07726094) resigned from the post of Non-Executive Director ofthe company w.e.f 19th August 2019 and Mr. Suresh Naskar (DIN: 08537352) &Mrs. Sangeeta Nerli (DIN: 08469535) were appointed as Non-executive Additional Directorsw.e.f 19th August 2019.
Mr. Pappu Ghodke (DIN: 07579169) & Mr. Jitendra Singh were appointed as theNon-Executive Additional Director & Chief Financial Officer (CFO) respectively w.e.f29th August 2019. Further Appointment of Mr. Suresh Naskar (DIN: 08537352)Mrs. Sangeeta Nerali (DIN: 08469535) & Mr. Pappu Ghodke (DIN: 07579169) wasregularised at the 36th Annual General Meeting held dated 24thSeptember 2019.
Further Mr. Veepul Gohil (DIN: 05322517) resigned from the post of Chairman andExecutive Director/ Managing Director of the Company w.e.f 8th January 2020.To fill in the casual vacancy caused due to the resignation Mr. Pappu Ghodke (DIN:07579169) was appointed as the Chairman w.e.f 8th January 2020 and Designationof Mr. Suresh Naskar (DIN: 08537352) was changed from Non-Executive Director to ExecutiveDirector and also appointed as Managing Director of the Company w.e.f 8thJanuary 2020.
Mrs. Priti Surti having Membership No. A41697 was appointed as Company Secretary andCompliance officer of the Company w.e.f 8th January 2020. Further Mrs. PritiSurit resigned from the post due to personal reason w.e.f 12th February 2020.The Board of Directors appointed Mr. Suresh Naskar the Managing Director of the companyas Interim Compliance Officer to fill the Casual Vacancy of Compliance officer.
Details of Directors seeking appointment or re-appointment
Directors are appointed or re-appointed with the approval of the shareholders and shallremain in office in accordance with the provisions of the law and terms and conditions ofappointment.
Key Managerial Personnel.
Mr. Jitendra Singh was appointed as the Chief Financial Officer of the Company witheffect from 29th August 2019.
Name of Listed Entities with the common Directors: NA Board Meeting
The Board meets at the regular intervals to inter-alia to discuss about the Company'spolicies and strategy apart from the other Board matters. The notice for theBoard/Committee meetings is also given in advance to all the Directors. The details aboutthe Board meetings are given at length in Report on Corporate Governance forming part ofthis Annual Report.
The Board constitutes of four committees viz.
1. Audit Committee
2. Stakeholder's Relationship Committee
3. Nomination and Remuneration Committee
Details of all the committees along with their composition terms of reference andmeetings held during the year are provided in the Report on Corporate Governance whichforms part of this Annual Report.
Annual Evaluation of the Board Committee and Individual Directors
The Board carried out formal annual evaluation of its own performance and that of itsCommittees viz. the Audit Committee Stakeholders' Relationship Committee and Nominationand Remuneration Committee. The Board also carried out the performance evaluation of allthe individual directors including the Chairman of the Company.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and Committee meetings like preparedness on the issue tobe discussed meaningful and constructive contribution and inputs contribution inresolving the matters etc. The performance evaluation of the Chairman Managing Directorand the Board as a whole was carried out by the Independent Directors at their separatemeeting held on 12th November 2019.
Declaration by Independent Directors
All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of 'Independent Director' as mentioned under Regulation 16(1) (b) of theListing Regulations. The above confirmations were placed before the Board and duly noted.
17. Familiarization Programme for Independent Directors during the year.
Familiarization Programme for Independent Directors is mentioned at length in CorporateGovernance Report attached to this Report and the details of the same have also beendisclosed on website of the Company
18. Policy on Director's Appointment and Remuneration.
The Policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act are publishedon the website of the Company www.aloratradingltd.com
19. Internal control systems and their adequacy.
Your Company has in place adequate internal financial controls with reference toFinancial Statements commensurate with the size scale and complexity of its operationswhich also ensures that all assets are safeguarded and transactions are authorizedrecorded and reported correctly. During the Financial Year under review such controlswere tested and no reportable material weaknesses in the design or operation wereobserved. Internal Auditor verifies and checks internal control and monitors them.
20. Transfer of Unclaimed Dividend to Investor Education and Protection Fund.
During the year under review the provision of Section 125(2) of the Companies Act2013 do not apply. As there was no dividend declared and paid in the last seven years theCompany was not required to transfer any amount to the Investor Education and ProtectionFund established by the Central Government pursuant to provision of Section 125 (e) of theCompanies Act 2013.
21. Corporate Governance.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
22. Management Discussion & Analysis.
Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (LODR)Regulations 2015 a report on Management Discussion & Analysis for the year under thereview forms part of this Annual Report.
23. Director's Responsibility Statement.
Pursuant to the requirements under Section 134(3) (c) read with the Section 134 (5) ofthe Companies Act 2013 the Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relation to material depend there are nomaterial departures from the same;
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;
e) the Directors have laid down proper internal financial controls to be followed bythe Company 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.
24. Corporate Social Responsibility.
The companies on whom the provisions of the CSR shall be applicable are contained inSub Section 1 of Section 135 of the Companies Act 2013. As per the said section thecompanies having Net worth of INR 500 Crore or more; or Turnover of INR 1000 Crore ormore; or Net Profit of INR 5 Crore or more during any financial year shall be required toconstitute a Corporate Social Responsibility Committee of the Board "hereinafter CSRCommittee" with effect from 1st April 2014.
The criteria laid down under the section 135(1) of the Companies Act 2013 are notapplicable to our Company; hence no such committee is formed. The company has always triedin its best possible way to involve itself in social development activities.
25. Related Party Transaction.
There were no Related Party Transactions (RPTs) entered into by the Company during thefinancial year which attracted the provisions of Section 188 of the Companies Act 2013.There being no' material' related party transactions as defined under Regulation 23 ofSEBI Listing Regulations2015 there are no details to be disclosed in Form AOC-2 in thatregard.
The Policy on RPTs as approved by the Board is uploaded on the Company's website www.aloratradingltd.com.
26. Details of significant and material orders passed by the regulators or courts ortribunals during the year impacting the going concern status and company's operations infuture.
There are no significant or material orders passed during the year by any regulatorcourt or tribunal impacting the going concern status of the Company or its futureoperations.
27. Loan Guarantee and Investment under Section 186 of Companies Act 2013.
The details of loans investments guarantee and securities as covered under provisionsof Section 186 of the Companies Act 2013 are disclosed in the Financial Statement formingpart of this report.
28. Material changes and commitments affecting the financial position of the Company.
There has been no material changes and commitment affecting the financial position ofthe company which has occurred between the end of the financial year of the Company towhich the financial statement relates and till the date of the report.
29. Particulars of Employees.
There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
30. Extract of Annual Return.
Pursuant to Section 92(3) of the Act and Rule 12(1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT 9 is attached asAnnexure to the Board's Report.
31. Policies and Disclosures.
Nomination and Remuneration Policy
The Company has in place a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provision of the Companies Act 2013 and Listing Regulations.The policy states criteria for determining qualifications positive attributesindependence of directors and remuneration relating Directors KMP and other employees.
Further in compliance with section 134(3) (e) of the Companies Act 2013 theNomination and Remuneration Policy is also placed on Company's website atwww.aloratradingltd.com
Sexual Harassment Policy
The Company provides a platform where equal opportunity is provided to its allemployees and consciously strives to build a work culture that promotes the dignity of allemployees. The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013. The Company has zero tolerance forsexual harassment at workplace and had adopted a Policy on prevention prohibition andRedressal of sexual harassment at workplace in line with the provision of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andthe Rules and the same is hosted on the Company's Website at www.aloratradingltd.com.
During the Financial Year under review no complaints were filed with the Committeeunder the provisions of the said Act in relation to the workplace/s of the Company.
Vigil Mechanism/Whistleblower Policy
Pursuant to Section 177(9) of Companies Act 2013 and Rule 7 of the Companies (Meetingsof Board and its Powers) Rules 2014 and as per Listing Obligation Requirement theCompany has adopted the Whistle Blower Mechanism to provide a mechanism for any concernedperson of the Company for the purpose of dealing with instance of frauds andmismanagement if any and also ensure that whistleblowers are protected from retributionwhether within or outside organization. The company has hosted the same on its website atwww.aloratradingltd.com.
Code of conduct for prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading under theSEBI (Prohibition of Insider Trading) Regulations 2015. The Code lays down guidelines forprocedures to be followed and disclosures to be made by insiders while trading in thesecurities of the Company. Details of dealing in the Company's shares by DesignatedPersons are placed before the Audit Committee on a quarterly basis. The Company has alsoadopted a Code of Corporate Disclosure Practices for ensuring timely and adequatedisclosure of Unpublished Price Sensitive Information by the Company to enable theinvestor community to take informed investment decisions with regard to the Company'sshares
The policy is uploaded on the Company's website and can be viewed at the Companywebsite at www.aloratradingltd.com.
32. Conservation of energy technology absorption foreign exchange earnings and outgo.
The particulars as prescribed under sub-section (m) of Section 134 of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 are not applicable to theCompany. Hence reporting under this section is not required. The Company has neitherearned nor spent any foreign exchange during the year under review.
33. Material Changes and Commitments if any affecting the Financial Position of theCompany which have occurred between the end of the Financial Year to which the FinancialStatements relates and the Date of the Report.
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial Year to which this financial statementrelates and up till the date of Report.
34. State of company's affairs
The affairs of the Company are managed in the fair and transparent manner. It is vitalto gain and retain the trust of our shareholders
35. Human Resource.
Your Company considers people at its most valuable asset. It continues to focus onprogressive employee relations policies creating an inclusive work culture and a strongtalent pipeline. Your Company is focused on building a high-performance culture with agrowth mind set where employees are engaged and empowered to be the best they can be.
The Company has well documented and updated policies in place to prevent any kind ofdiscrimination and harassment including sexual harassment. The Whistle Blower Policyplays an important role as a watchdog.
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport. During the year there have been no complaints alleging child labour forcedlabour involuntary labour and discriminatory employment.
Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Bankers Regulatory Bodies Stakeholders includingFinancial Institutions Suppliers Customers and other business associates who haveextended their valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the contribution made by the employees at all levels. We look forwardfor the continued support of every stakeholder in the future.