Alpha Hi-Tech Fuel Ltd.
|BSE: 531247||Sector: Others|
|NSE: N.A.||ISIN Code: INE506B01016|
|BSE 00:00 | 04 Mar||Alpha Hi-Tech Fuel Ltd|
|NSE 05:30 | 01 Jan||Alpha Hi-Tech Fuel Ltd|
|BSE: 531247||Sector: Others|
|NSE: N.A.||ISIN Code: INE506B01016|
|BSE 00:00 | 04 Mar||Alpha Hi-Tech Fuel Ltd|
|NSE 05:30 | 01 Jan||Alpha Hi-Tech Fuel Ltd|
Directors are pleased to present their Twenty Seventh Annual Report on the business andoperations of your Company along with the Audited Financial Statements for the financialyear ended on 31stMarch 2020.
The Company's financial performance for the year ended March 31 2020 is summarizedbelow:
During the year under review your Company has not transferred any amount to anyreserves.
3. PERFORMANCE AND AFFAIRS OF THE COMPANY
The performance and outlook of the Company have been discussed in the ManagementDiscussion and Analysis Report which is forming part of the Annual Report.
The Company has suffered losses during the year and hence your Directors do notrecommend any dividend.
5. CURRENT STATUS
During the year under review the manufacturing and sales activities as a lossmitigation initiative are at halt due to major re-orientation of manufacturing andgeneral administrative set up.
Production activities at the factory of the company are suspended since August 2005 asthe management of the company has faced hardships dealing with the disproportionatedemands of the workers. This is followed by high pitch assessment demands for severalyears from Sales Tax authorities and Income Tax Department. The said demands are disputedin appeals preferred against said orders. Witnessing harsh demand recovery proceduresadopted by these revenue authorities and based on the advice of the experts managementpreferred suspension of production activities as a loss mitigating initiative. Once theissues are finally and fully settled in favour of the Company the management shallsuitably consider the issue of the suspended operations. The management is effectivelypursuing the matters and is hopeful of favorable outcome in the near future. There aresubstantial financial losses illustrating substantial erosion in net worth of the Company.However Results have been prepared on a going concern basis. Strategic future plan isunder consideration of the Board of Directors.
6. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT
There is no change in the nature of business of the Company during the year. There isno revision made in the Board's Report and whatever submitted herewith is the finalreport.
7. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review your Company did not have any subsidiary associate andjoint venture Company.
8. CORPORATE GOVERNANCE
Pursuant to Regulation 27(2) and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Corporate Governance Report and Certificate regardingcompliance of conditions of Corporate Governance form an integral part of this report andare set out as separate Annexure to this Report. In order to obviate duplication ofinformation some of the information required under the Board's Report has been capturedin the Corporate Governance Report.
9. PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and amendedrules thereafter. The question of non-compliance of the relevant provisions of the lawrelating to acceptance of deposit does not arise.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Uma Kant Shukla (DIN:06460235) and Mr. Subhash Nayak(DIN:00971329) have resignedw.e.f. 12/04/2019.
The Board of Directors acknowledges deep sense of gratitude for the contribution to theactivities of the Company during the tenure of the services of both the retiringDirectors.
Ms. Kirti Shukla (DIN:08421393) and Mrs. Surekha Nayak(DIN:08421396) have joined theBoard w.e.f. 12/04/2019. There is no change in the composition of the Board of Directorsexcept the above.
b. Key Managerial Personnel
The Company Secretary CS Chintan Doshi has resigned from his office w.e.f. 12/04/2019.
The Board of Directors acknowledges deep sense of gratitude for the contribution to theactivities of the Company during the tenure of the service of the retiring CompanySecretary.
There is no change in the composition of Key Managerial Personnel except the above.
c. Declaration by Independent Director(s)
The Company has received all the necessary declaration from each independent directorunder Section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe Listing Regulations.
d. Annual Evaluation of the Board
In compliance with the provisions of the Companies Act 2013 and Regulation 25 ofSEBI(Listing Obligation and Disclosure Requirement) Regulations 2015 the Board hascarried out the annual performance evaluation of its own performance and that of itsCommittee and other Directors. A structured questionnaire was prepared after taking
into consideration inputs received from the Directors and also as per the GuidanceNotes issued by SEBI vide its Circular No: SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January5th 2017 covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.
As required under regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with applicable provisions of Schedule IV of theCompanies Act 2013 a separate meeting of only Independent Directors of the Company washeld on 21st May 2020
11. BOARD AND COMMITTEES
During the year four (4) Board Meetings were convened and held the details of whichare given in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between two meetings was less than the period prescribed under theCompanies 2013 Secretarial Standard-1 on Board Meetings and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 except otherwise stated. The details of theAudit Committee Stakeholder Relationship Nomination and Remuneration Committee have beengiven in the Report on the Corporate Governance.
12. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements under section134(5) in terms of Section 134(3)(c) of the Companies Act2013 and hereby confirm that:-
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. The directors have selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31stMarch 2019 and of theprofit of the Company for the year ended on that date;
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. the directors have laid down proper systems financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
13. NOMINATION AND REMUNERATION COMMITTEE
The Board has in accordance with the provisions of sub-section(3) of Section178 of theCompanies Act2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. There has beenno change in the policy during the year.
14. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal and unethical behaviour.
The Board of Directors of the Company have pursuant to the provisions of Section177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed Vigil Mechanism Policy for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
15. RISK MANAGEMENT POLICY
The Company has designed Risk Management Policy and Guidelines to avoid eventssituations or circumstances which may lead to negative consequences on the Company'sbusinesses and define a structured approach to manage uncertainty and to make use ofthese in their decision making pertaining to its business and corporate functions. Atpresent there is no identifiable risk which in the opinion of the Board may threaten theexistence of the Company.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure A which forms part of this Report.
17. INTERNAL CONTROL SYSTEMS
The details in respect of internal control system and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an adequate system for internal financial controls which commensuratewith its size and nature of business. Detailed procedures are in place to ensure that allassets are safeguarded and protected against losses all transactions authorized recordedand appropriately reported. The internal control system is monitored and evaluated by anInternal Auditor at every quarter and the Audit Committee discusses in details theInternal Audit Report at quarterly meeting. No material issues in relation to the adequacyof Company's control systems were raised during the year.
19. EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in form MGT-9 for the financial year ended March31 2019made under the provisions of Section 92(3) of the Act is annexed as Annexure Bwhich forms part of this Report.
a. STATUTORY AUDITORS
The Statutory Auditors of your Company namely M/s. Manoj Mehta & Co. CharteredAccountants were appointed for a period of five years at the annual general meeting heldon September 29 2015 subject to ratification every year. The term of statutory auditorM/s Manoj Mehta & Co. Chartered Accountant and Auditors of the Company is subject tomandatory retirement after a renewed term of five years at the ensuing Annual GeneralMeeting and is not eligible for reappointment. Therefore a new statutory auditor is to beappointed for which consent has been received from M/s S.V. Bhat & Co. CharteredAccountants (Firm Registration Number: 101298W) and is proposed to be appointed subject toshareholders' approval for a period of 5 years from the date of appointment till theconclusion of Annual General Meeting to be held in 2025.
The management acknowledges its sincere appreciation for the co-operation extended bythe retiring Auditors in helping in complying with the statutory obligations of theCompany.Thank you team MMC for all support and guidance from time to time.
The Audit Report does not contain any qualification.
b. SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Act and the rules framed thereunder theBoard has appointed M/S. Parshva Shah & Associates Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2018-19. SecretarialAudit Report in Form MR-3 is annexed herewith as Annexure C.
With reference to the Observation/Opinion' in Secretarial Audit Report the Boardclarifies that-
1. Company is normally publishing results in News papers of Jainee Publishers. Aftergetting a reasonable dealresults are regularly published from Q. E. September 2019;
2. Compilation of quarterly compliance data involves services of various agencies andprofessionals. Theredore administrative delays of some days is inevitable. Our endeavoris to adhere to timelines;
3. Company is regularin submitting Annexure 1 Format for Disclosures under Regulation30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations2011 to BSE to prescribed mail Id; and
4. Company is in the process of negotiating terms of appointment of Company Secretaryto match Company's capacity to pay and forbidding expectations of the candidates to ensurecompliance.
c. COST AUDITOR
The Company is not required to appoint Cost Auditor as it is not required to submitcost audit report pursuant to the provision of the Companies (Cost Records and Audit)Rules 2014.
21. SECRETARIAL STANDARDS
It is hereby confirmed that the Company has complied with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.
22. GREEN INITIATIVES
Pursuant to Sections 101 and 136 of the Companies Act 2013 the Company has sent AnnualReport through electronic mode (email) to all the shareholders who have registered theire-mail addresses with the Company or with the Depository to receive the Annual Reportthrough electronic mode and initiated steps to reduce consumption of paper. For memberswho have not registered their email addresses physical copies will be sent through apermitted mode.
23. HUMAN RESOURCES
Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organisation. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company's Polices and Systems. The Companymaintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.
24. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company conducts operations in such a manner so as to ensure safety ofall concerned compliance with environmental regulations and preservation of naturalresources. There was no accident during the year.
25. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATE
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.
26. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES
The Company has not taken any loan during the year neither has given any guarantee.There is no fresh deployment of funds for Investments or Securities during the year underreview.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
No contracts or arrangement have been entered into with related parties in the yearunder review.
28. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES2014.
There were no employees drawing remuneration of Rs. 60 lakhs per annum or more or Rs. 5lakhs per month or more during the year under review.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION &
REDRESSAL) ACT 2013.
The Company has set up an Internal Complaints Committee (ICC) for providing a redressalmechanism pertaining to Sexual harassment of women employees at work place. There was nocomplaint received during the year under review.
30. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014.
2. The company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014.
3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014.
4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.
5. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future. However theCompany is filing petition against the orders of ITAT Rajkot for disputed Income taxdemands after the Pandemic Covid-194
6. In absence of operational profit during the year neither any amount is transferrednor spent under CSR (Corporate Social Responsibility).
Your Directors wish to thank AuditorsBankers Government authorities and variousstakeholders.