We are delighted to present the Third Annual Report together with the AuditedStatement of Accounts of the Company for the year ended 31st March 2021.
1. FINANCIAL RESULTS
The performance of the Company for the financial year 2020-21 is summarized below:
(Rs. in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||As on 31st March ||As on 31st March |
| ||2021 ||2020 ||2021 |
|Revenue from Operations and Other Income ||307.60 ||547.23 ||676.25 |
|Profit/ (Loss) before depreciation and tax ||86.88 ||267.00 ||100.38 |
|Less: - Depreciation ||3.57 ||2.16 ||3.66 |
|Profit/ (Loss) Before Tax ||83.31 ||264.85 ||96.72 |
|Less: - Tax Expenses for Current Year ||24.13 ||63.74 ||27.35 |
|Less: - Deferred Tax ||-0.10 ||0.10 ||(0.05) |
|Profit after Tax ||59.28 ||201.01 ||69.42 |
|Profit / (Loss) Carried to Balance Sheet ||59.28 ||201.01 ||69.42 |
|Earning per share (EPS) || || || |
|Basic ||2.14 ||9.88 ||2.50 |
|Diluted ||2.14 ||9.88 ||2.50 |
|Face Value per Share (In Rs.) ||10 ||10 ||10 |
Due to availability of investment opportunities within the company itself your boarddecided not to recommend any dividend to the shareholders for the financial year ended 31stMarch 2021.
3. AMOUNT TRANSFERRED TO RESERVE
The company has not transferred any amount to any specific reserve fund during thefinancial year under review.
4. CHANGE IN NATURE OF BUSINESS
There was no change in nature of Business of the Company during the year under review.
5. IMPACT OF COVID-19
The outbreak of COVID-19 and resultant lockdown/restrictions affected businessactivities globally. The pandemic could be a major risk going forward as key clientsacross the US and India may cut costs due to prolonged economic impact. Our profitabilitymay be negatively impacted if we are unable to eliminate fixed or committed costs in linewith reduced demand. Additionally any sudden change in demand may impact utilization inthe short term thereby impacting margins. Many of our clients' business operations havebeen negatively impacted due to the economic downturn - resulting in postponementtermination suspension of some ongoing projects with us which may result in reduceddemand for our services and solutions.
The uncertainty in demand as our clients deal with a prolonged economic impact ofCOVID-19 may cause us to implement severe cost control measures including reduction inemployee costs. This could result in increased attrition of employees and/or a higherexpenditure on recruitment and subcontracting services thereby impacting ourprofitability.
Standalone and Consolidated
During the year under review Revenue from Operations and Other Income of the Companystood at Rs. 307.60 Lacs on Standalone basis showing a decreasingtrend over the previous year and Profit before tax has decreased by Rs. 181.54Lacs showing Rs. 83.31 Lacs in current year which leads to adecrease in profit after tax of Rs. 141.73 Lacs Showing Net Profit of Rs.59.28 Lacs.
During the year under review Revenue from Operations and Other Income of the Companystood at Rs. 676.25 Lacs on Consolidated basis and Profit before taxwas Rs. 96.72 Lacs in current year which leads to a profit after tax of Rs.69.42 Lacs. Since two of the wholly owned subsidiaries of the Company began itsoperations during the year the Company is looking forward for an exponential growth inthe years to come.
The Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014
8. SHARE CAPITAL
During the year under review the Company has not raised any Equity share capital. ThePaid-up Equity Share Capital of the Company as on 31st March 2021 stood at27759700/-. The Company has not issued shares with differential voting rights nor hasgranted any stock option or sweat equity shares. As on 31st March 2021 none ofthe Directors of the Company hold instruments convertible into equity shares of theCompany.
Other Disclosures and information
That the Company:
i. Has not allotted any shares with differential voting rights during the year hencethere is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4)of the Companies (Share Capital and Debenture) Rules 2014.
ii. Has not allotted any sweat equity shares during the year in accordance with theprovision of section 54(1) (d) of Companies Act 2013 read with Rule 8 (13) of theCompanies (Share Capital and Debenture) Rules 2014.
iii. Has not allotted stock option to any employee during the year as per Rule 12 (9)of the Companies (Share Capital and Debenture) Rules 2014.
iv. The company has not given any loan pursuant to provisions of section 67 of the actto its employees for purchase of its own shares hence there is nothing to disclose underprovisions of section 67(3) of the Act read with 16(4) of the Companies (Share Capital andDebentures) Rules 2014.
Your Company has not taken any Insurance on its Assets.
10. HUMAN RESOURCE & EMPLOYEES RELATIONS
Employee's relations were harmonious throughout the year. The Board wishes to place onrecord their sincere appreciation to the co-operation extended by all the employees inmaintaining cordial relations.
11. CORPORATE GOVERNANCE
"Corporate Governance Practices are a reflection of our Value Systems whichinvariably includes our Culture Policies and Relationship with our Shareholders."
Integrity and transparency are key factors to our corporate governance practices toensure that we achieve and will retain the trust of our stakeholders at all times.Corporate governance is about maximizing shareholder value legally ethically andsustainably. At Alphalogic our Board exercises its fiduciary responsibilities in thewidest sense of the term. Our disclosures seek to attain the best practices ininternational corporate governance. We also endeavor to enhance long-term shareholdervalue and respect minority rights in all our business decisions.
As our company has been listed on Start-up Segment of the SME Platform on BSE Limitedby virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the compliance with the corporate Governance provisions as specified inregulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and ParaC D and E of schedule V are not applicable to the company. Hence Corporate GovernanceReport does not form a part of this Board Report though we are committed for the bestcorporate governance practices.
12. MANAGEMENT DISCUSSION & ANALYSIS REPORTS
In terms of the provisions of Regulation 34 and schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 the Management's discussion andanalysis report is annexed in "Annexure-G "
13. DIRECTORS' RESPONSIBILITIES STATEMENT
To the best of their knowledge and belief your Directors make the following statementsin terms of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013:
i) That in the preparation of the annual accounts for financial year ended 31stMarch 2021; the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear and of the profit and loss of the Company for that period;
iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts on a going concern basis;
v) That the Directors have laid down internal financial controls which are adequateand are operating effectively;
vi) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Retirement by Rotation
Mr. Anshu Goel Director of the Company retires by rotation in accordance with theprovisions of the Articles of Association of the Company and being eligible to offerhimself for re-appointment. The Board recommends his reappointment.
b) Appointment of Company Secretary
During the Year Mr. Prashal Pandey having M.No.61549 was appointed as Company Secretaryand Compliance Officer of the Company w.e.f. 12th August 2020.
c) Change in Directors
There are no changes in the composition of directors during the year under review.
d) Disclosures by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP-1 intimation under Section 164(2) i.e. in Form DIR-8 and declaration as tocompliance with the Code of Conduct of the Company. All Independent Directors have alsogiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Act. Details of the proposal for appointment/re-appointment of Directors arementioned in the Notice of the Annual General Meeting.
15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
During the year under review the Company has formed the following Subsidiaries: -
|S.No. Particulars ||Status |
|1 Alphalogic Trademart Limited ||Wholly Owned Subsidiary |
|2 Skillbit Software Inc. (USA) ||Wholly Owned Subsidiary |
During the year under review the company has no joint ventures or Associate Companiesexcept the subsidiaries formed in the F.Y. 2020-21 with the objective of enhancing anddiversifying Company's business to different economic sectors providing large customerbase and market cap. over the years to come. The consolidated statement of account forthe financial year ended 31.03.2021 in form of AOC-1 has been attached as "Annexure-A"to the Director's Report.
16. NUMBER OF MEETINGS OF THE BOARD
Ten Meetings of the Board of Directors were held during the financial year 2020-21 on:
|Date of Meeting ||Director's Presents ||Leave of Absence ||Attendance in % |
|01st April 2020 ||05 ||Mr. Vedant Goel ||83.33% |
|24th June 2020 ||05 ||NA ||100% |
|30th June 2020 ||06 ||NA ||100% |
|12th August 2020 ||04 ||Mr. Dhananjay Subhash Goel ||83.33% |
|28th August 2020 ||06 ||NA ||100% |
|15th September 2020 ||05 ||Ms. Neha Anshu Goel ||83.33% |
|22nd September 2020 ||05 ||Mr. Pawan Bansal ||83.33% |
|15th October 2020 ||06 ||NA ||100% |
|12th November 2020 ||06 ||NA ||100% |
|06th March 2021 ||04 ||Mr. Vedant Goel & Ms. Neha Anshu Goel ||66.66% |
The intervening gap between any two Meetings was within the period prescribed under theCompanies Act 2013.
Separate Meeting of Independent Directors:
As stipulated by the Code of Independent Directors under the Companies Act 2013; aseparate meeting of the Independent Directors of the Company was held on March 06 2021 toreview the performance of Non-Independent Directors and the entire Board. The IndependentDirectors also reviewed the quality content and timeliness of the flow of informationbetween the Management and the Board and its' Committees which is necessary to effectivelyand reasonably perform and discharge their duties.
17. CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and Senior Managementand Independent Directors of the Company. All the Board members including IndependentDirectors and Senior Management Personnel have affirmed compliance with the code ofconduct.
18. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) and 25 ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
19. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its working the directors individually as well as theevaluation of the working of its Committees. The evaluation of all the directors and theBoard as a whole was conducted based on the criteria and framework adopted by the Board.The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Non-Independent Directors was carried out by theIndependent Directors who also reviewed the performance of the Secretarial Department. TheDirectors expressed their satisfaction with the evaluation process.
None of Independent Directors are due for re-appointment.
20. COMMITTEES OF THE BOARD
As on March 31 2021 the Board had Four committees: the audit committee thenomination and remuneration committee the stakeholder's relationship committee and themanagement committee. All committees consist of optimum number of independent directors asrequired under the Companies Act 2013 and the SEBI (LODR) Regulations 2015.
A. Composition of Audit Committee
The Board of Directors in its meeting held on June 24 2019 constituted an AuditCommittee in compliance with the provision of Section 177 of Companies Act 2013.
|S. DIN/ PAN No. ||Name of Director/ KMP ||Designation ||No. of Meetings Attended |
|1. 00312962 ||Mr. Pawan Bansal ||Independent Director/Chairman ||04 |
|2. 08197194 ||Mr. Rohan Kishor Wekhande ||Independent Director/Member ||04 |
|3. 08290775 ||Mr. Anshu Goel ||Managing Director/Member ||04 |
During the year under review 4 (Four) meetings of the Audit Committee were held on 24thJune 2020 30th June 2020 12th November 2020 06thMarch 2021.
B. Composition of Nomination and Remuneration Committee
The Board of Directors in its meeting held on June 24 2019 constituted a Nominationand Remuneration Committee in compliance with the provision of Section 178 of CompaniesAct 2013.
|S. No. DIN/ PAN ||Name of Director/ KMP ||Designation ||No. of Meetings Attended |
|1. 00312962 ||Mr. Pawan Bansal ||Independent Director/ Chairman ||02 |
|2. 08197194 ||Mr. Rohan Kishor Wekhande ||Independent Director/ Member ||02 |
|3. 08290823 ||Ms. Neha Anshu Goel ||Director/Member ||02 |
During the year under review 2 (Two) meetings of the Nomination and RemunerationCommittee were held on 24th June 2020 and 12th August 2020
C. Composition of Stakeholders Relationship Committee
The Board of Directors in its meetings held on June 24 2019 constituted a StakeholderRelationship Committee in compliance with the provision of Section 178 of Companies Act2013.
|S. No. DIN/ PAN ||Name of Director/ KMP ||Designation ||No. of Meetings Attended |
|1. 00312962 ||Mr. Pawan Bansal ||Independent Director/ Chairman ||01 |
|2. 08197194 ||Mr. Rohan Kishor Wekhande ||Independent Director/Member ||01 |
|3. 08290798 ||Mr. Dhananjay Goel ||Director/Member ||01 |
During the year under review 1 (One) meeting of the Stakeholder Relationship Committeewas held on 05th January 2021.
D. Composition of Management Committee
The Board of Directors in its meetings held on April 01 2020 constituted a ManagementCommittee in compliance with the provision of Section 179 of Companies Act 2013.
|S. DIN/ PAN No. ||Name of Director/ KMP ||Designation ||No. of Meetings Attended |
|1. 08290775 ||Mr. Anshu Goel ||Managing Director /Member ||02 |
|2. 08197194 ||Mr. Rohan Kishor Wekhande ||Independent Director/Member ||02 |
|3. 08290823 ||Ms. Neha Anshu Goel ||Director/Chairperson ||02 |
During the year under review 2 (Two) meetings of the Management Committee was held on02nd April 2020 and 30th March 2021.
21. INTERNAL FINANCIAL CONTROLS
Your Company has appointed Mr. Lakshya Chamaria as its Internal Auditor. The Board hasadopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies safeguarding of its assetsprevention and detection of fraud error reporting mechanisms accuracy and completenessof the accounting records and timely preparation of reliable financial disclosures.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.
23. LOANS FROM DIRECTORS AND THEIR RELATIVES:
The company has accepted unsecured loan from its directors and their relatives detailsof which is given hereunder:
|S.No. Name of Director/Relative of Director ||Category ||Amount as on 31.03.2021 |
| || ||Standalone ||Consolidated |
|1 Mr. Anshu Subhash Goel ||Director ||6072126 ||7744626 |
|2 Mr. Dhananjay Goel ||Director ||5600900 ||6818000 |
|3 Ms. Neha Anshu Goel ||Director ||1110039 ||3545439 |
|4 Mr. Vedant Goel ||Director ||4104100 ||4303900 |
|Total || ||16887165 ||22411965 |
24. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the Financial Year 2020-21were on Arm's Length Basis and were in the Ordinary Course of business. There are nomaterially significant Related Party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
All Related Party Transactions were approved by the Audit Committee on omnibus basis orotherwise and the Board. The transactions entered into by the company are audited. TheCompany has developed a Related Party Transactions Policy Standard Operating Proceduresfor the purpose of identification and monitoring of such transactions.
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as"Annexure-B" to the Board's report. The Policy on materiality of relatedparty transactions and dealing with related party transactions as approved by the Boardmay be accessed on the Company's website at the link: https://www.alphalogicinc.com/.
25. MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT AND
END OF FINANCIAL YEAR
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateand the date of this report.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/
The provisions of Section 134(3) (m) of the Companies Act 2013 in respect ofconservation of energy and technology absorption do not apply to the Company. Accordinglythese particulars have not been provided.
During the year under review the foreign exchange outgo was as follows: -
Expenditure in Foreign Currency
(Amount in Rupees)
|S.No Particulars/Head ||31.03.2021 ||31.03.2020 |
| ||Standalone ||Consolidated ||Standalone |
|1. Marketing Expenses ||0 ||0 ||5567 |
|2. Hosting & Subscription ||2888 ||2888 ||348766 |
|TOTAL ||2888 ||2888 ||354333 |
The foreign exchange earning was Rs. 88.58 Lakhs (Previous year Rs. 282.01 Lakhs).
27. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES
None of the employee has received remuneration exceeding the limit as stated in Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in the "AnnexureD" forming part of this report.
28. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Directors' Appointment and Remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under subsection (3) of Section 178 of the Companies Act 2013 adoptedby the Board is appended as "Annexure C" forming part of this report.
29. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy inline with the provisions of the Companies Act 2013 and the Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to report genuineconcerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on theCompany's website at https://www.alphalogicinc.com/.
30. RISK MANAGEMENT
Pursuant to Section 134 (3) (n) of the Companies Act 2013 & Regulation 17(9) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofthe Company has formed a Risk Management Committee to frame implement and monitor theRisk Management Plan for the Company.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
32. AUDITORS & AUDITORS' REPORT
The Company has Appointed M/s. Patki & Soman Chartered Accountants (FRN:107830W) as Statutory auditor of the company to hold office from the conclusion of 01stAnnual General Meeting (AGM) till the conclusion of the Sixth Annual General Meeting to beheld in the year 2024.
The Company has received a certificate of eligibility from the statutory auditors inaccordance with the provisions of Section 141 of the Act. There is no requirement forratification of auditors in this Annual General Meeting as per the provision of Section139 of the Companies Act 2013 as amended.
Further the notes referred to by the Auditors in their Report are self explanatory andhence do not require any explanation.
33. REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.
34. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s Sanjay Kumar Mohta Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2020-21. The Secretarial Audit Report for the financial year 2020-21 is annexed herewithas "Annexure E" forming part of this report.
35. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulator or courts ortribunals impacting the going concern status of the Company and future operations.
36. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theAnnual Return in form MGT 9 is annexed herewith as "Annexure F" formingpart of this report.
37. SECRETARIAL STANDARDS
The Directors state that the applicable secretarial standards i.e. SS-1 and SS-2relating to Meeting of the Board of Directors' and General Meeting'respectively have been duly followed by the Company.
38. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review the provision of section 125(2) of Companies Act 2013does not apply as the company was not required to transfer any amount to the InvestorEducation Protection Fund (IEPF) established by Central Government of India.
39. PARTICULARS OF EMPLOYEES
The ratio of the remuneration of each whole-time director and key managerial personnel(KMP) to the median of employees' remuneration as per Section 197 (12) of the CompaniesAct 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of the Board's report as "Annexure-D".
Additionally the following details form part of Annexure-D to the Board's report:
Remuneration to Whole Time Directors;
Remuneration to non-executive / independent directors;
Percentage increase in the median remuneration of employees in the financialyear; Number of permanent employees on the roll of company;
Details of allotment of sweat equity shares & employee stock option Scheme.
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in company's premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment and for this purpose thecompany has in place a robust policy aiming to obtain the complaints investigate andprevent any kind of harassment of employees at all levels. For the current financial yearend no complaint was received by the company.
The Directors wish to convey their appreciation to all of the employees of the Companyfor their stupendous efforts as well as their collective contribution during the year. TheDirectors would also like to thank the shareholders customers suppliers bankers and allother business associates and the Government authorities for their continuous supportgiven to the Company and their confidence in the management.
| || |
For and on Behalf of Board of Directors
| || |
ALPHALOGIC TECHSYS LIMITED
|Date: 28th June 2021 ||Anshu Goel ||Dhananjay Goel |
|Place: Pune ||Managing Director ||Director |
| ||DIN: 08290775 ||DIN:08290798 |