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Alphalogic Techsys Ltd.

BSE: 542770 Sector: IT
NSE: N.A. ISIN Code: INE08E401029
BSE 00:00 | 03 Feb 36.40 1.30
(3.70%)
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36.50

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36.50

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NSE 05:30 | 01 Jan Alphalogic Techsys Ltd
OPEN 36.50
PREVIOUS CLOSE 35.10
VOLUME 3549
52-Week high 49.80
52-Week low 17.33
P/E 68.68
Mkt Cap.(Rs cr) 128
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.50
CLOSE 35.10
VOLUME 3549
52-Week high 49.80
52-Week low 17.33
P/E 68.68
Mkt Cap.(Rs cr) 128
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Alphalogic Techsys Ltd. (ALPHALOGICTECH) - Director Report

Company director report

Dear Shareholders

We are delighted to present the Fourth Annual Report together with the AuditedFinancial Statements of the Company for the year ended 31st March 2022.

1. FINANCIAL RESULTS

The performance of the Company for the financial year 2021-22 is summarized below:

Particulars

Standalone

Consolidated

As on 31st 2022 March 2021 As on 31st 2022 March 2021
Revenue from Operations and Other Income 485.90 307.60 1414.10 676.23
Profit/ (Loss) before depreciation and tax 230 86.89 276.34 100.37
Less: - Depreciation 3.10 3.57 4.19 3.66
Profit/ (Loss) Before Tax 226.90 83.32 272.15 96.71
Less: - Tax Expenses for Current Year 54.00 24.13 64.89 26.78
Less: - Deferred Tax (0.30) (0.10) 0.23 (0.05)
Profit after Tax 173.20 59.30 207.03 69.41
Profit / (Loss) Carried to Balance Sheet 124.89 59.30 206.45 69.41
Earning per share (EPS)
Basic 0.83 2.14 1.00 0.33
Diluted 0.83 2.14 1.00 0.33

OPERATIONS Standalone and Consolidated

During the year under review Revenue from Operations and Other Income of the Companystood at Rs. 485.90 Lacs on Standalone basis in comparison to Rs. 307.60 Lacs in theprevious year showing an increase in business activities of the Company.

The Profit before tax has increased by Rs. 143.58 Lacs showing Rs. 226.90 Lacs incurrent year which leads to an increase in profit after tax of Rs. 113.91 Lacs showingNet Profit of Rs. 124.89 Lacs.

During the year under review Revenue from Operations and Other Income of the Companystood at Rs. 1414.10 Lacs on Consolidated basis and Profit before tax was Rs. 272.15 Lacsin current year which leads to a profit after tax of Rs. 207.03 Lacs.

The upward trend and promising figures witnesses that even after Covid -19 impact onthe business of the Company the entity is set to move ahead and establishing and gainingthe business again.

2. DIVIDEND

The company is planning to venture into and is setting up Industrial unit formanufacturing of 150 KLPD Ethanol Product DDGS and other allied products at Chandrapur(Tadali) Growth Centre MIDC Chandrapur. the company will require huge Investments andtherefore looking at the availability of investment opportunities within the companyitself your board decided not to recommend dividend to the shareholders for the financialyear ended 31st March 2022.

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. DEPOSITS

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 2014However company has taken loan from Directors of the company with due compliance ofdeclaration as required pursuant to Companies (Acceptance of Deposits) Rules 2014. Thecompany has accepted unsecured loan from its directors and their relatives details ofwhich is given hereunder:

Sr. No Name of Director/Relative of Director Category Amount as on 31.03.2022
1. Mr. Anshu Subhash Goel Director 4361026
2. Ms. Neha Anshu Goel Director 1992039
3. Mr. Vedant Goel Director 582952
Total 6936017

6. SHARE CAPITAL

During the year under review the authorized share capital of the company has increasedfrom Rs. 12000000/- divided into 1200000 equity shares of Rs. 10 each to Rs.104000000/- divided into 10400000/- equity shares of Rs. 10 each on 30thJuly 2021. The Company has made bonus issue of equity share capital in the ratio of 27:10and has allotted 7495119 equity shares of Rs. 10 each amounting to Rs. 74951190/-(post issue paid up Rs. 102710890/-) on 11th August 2021. Further companyhas subdivided its equity shares from 01 share of face value Rs.10/- each into 02 sharesof face value Rs.05/- each w.e.f. 23rd September 2021.

The company raised further share capital by way of preferential allotment of 2031000equity shares of Rs. 05/- each at a premium of Rs. 24.55/- (post issue paid up Rs.112865890/-) which were allotted on 14th February 2022. The Total Paid-upEquity Share Capital of the Company as on 31st March 2022 stood at Rs.112865890/-. The Company has not issued shares with differential voting rights nor hasgranted any stock option or sweat equity shares. As on 31st March 2022 none ofthe Directors of the Company hold instruments convertible into equity shares of theCompany.

7. UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT

The company had raised funds amounting to Rs. 60016050 (Rupees Six Crore Sixteenthousand and Fifty Only) by way of issue of 2031000 Equity shares of Face Value Rs.05/-(Rupees Five Only) each fully paid up by way of Preferential allotment on a PrivatePlacement basis on 14th February 2022. This issue was approved by theshareholders in the EGM held on 11th January 2022. The funds have been utilizedto the full extent by the company and there was no deviation or variations from thepurpose mentioned in the utilization of such funds.

8. HUMAN RESOURCE & EMPLOYEES RELATIONS

Employee’s relations were harmonious throughout the year. The Board wishes toplace on record their sincere appreciation to the co-operation extended by all theemployees in maintaining cordial relations.

9. CORPORATE GOVERNANCE

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. During the year underreview the company has migrated its share capital from Start-up Segment of the SMEPlatform on BSE Limited to Main Board of BSE Limited w.e.f. 16th December2021. The detailed Corporate Governance Report form a part of this Board Report as“Annexure G”.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34 and schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report is annexed and marked as “Annexure F”.

11. 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 2022; the applicable accounting standards have been followed along with properexplanation relating to material departures if any; ii) That the Directors have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of financial year and of the profit and loss of the Company forthat period; iii) That the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv) That the Directors have prepared the annual accounts on a goingconcern basis; v) That the Directors have laid down internal financial controls which areadequate and are operating effectively; vi) That the Directors have devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Retirement by Rotation

Mr. Vedant Goel Director of the Company retires by rotation in accordance with theprovisions of the Articles of Association of the Company and being eligible offer himselffor re-appointment. The Board recommends his reappointment. b) Change in Directors

During the year under review Mr. Vedant Goel having DIN: 08290832 was re-designated asNon- Executive Director of the company w.e.f. 28th June 2021 and Mrs. Neha Goel havingDIN: 08290823 was redesignated from Non-Executive Director to Executive Director w.e.f.17th December 2021. Mr. Dhananjay Goel has resigned from the directorship of companyw.e.f. 17th December 2021 and Mr. Amar Raykantiwar having DIN: 09438320 was appointed asAdditional Independent Director w.e.f. 17th December 2021 to hold office till the ensuingAnnual General Meeting of the company. c) Disclosures by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP-1 and declaration as to compliance with the Code of Conduct of the Company.All Independent Directors have also given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act. Details of the proposal forappointment/reappointment of Directors are mentioned in the Notice of the Annual GeneralMeeting. d) Appointment of Company Secretary

During the Year under review Mr. Prashal Pandey having has resigned as CompanySecretary and Compliance Officer of the Company w.e.f. 23rd March 2022 and Ms.Suruchi Maheshwari was appointed as Company Secretary w.e.f. 24th March 2022.

13. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

During the year under review the below mentioned changes took place for the followingSubsidiaries of the company

S.No. Particulars Status
1. Alphalogic Industries Limited Subsidiary Company
(Formerly known as Alphalogic
Trademart Limited) Status of the company has changed from Wholly Owned Subsidiary to Subsidiary company w.e.f. 10th March 2022 due to Rights issue of equity shares by Alphalogic Industries Limited to two other shareholders holding 49 percent of the share capital hence the company holds 51 percent of shareholding of Alphalogic Industries Limited w.e.f. 10th March 2022.
2. Faraday Digital Inc Subsidiary Company
{Formerly known as Skillbit Software Inc.
(USA)} Status of the company has changed from Wholly Owned Subsidiary to Subsidiary company due to allotment of common equity shares to one other shareholder who holds 49 percent of the total share capital of Faraday Digital Inc. Hence the company holds 51 percent of shareholding of Faraday Digital Inc w.e.f. 16th March 2022.

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 largecustomer base over the years to come. The consolidated statement of account for thefinancial year ended 31.03.2022 in form of AOC-1 has been attached as “AnnexureA” to the Director’s Report.

14. NUMBER OF MEETINGS OF THE BOARD

Eight Meetings of the Board of Directors were held during the financial year 2021-22 on28th June 2021 15th July 2021 11th August 2021 13thNovember 2021 17th December 2021 05th January 2022 14thFebruary 2022 and 23rd March 2022. Other details in this respect are alsogiven in a separate section under Corporate Governance Report annexed to the Board Report.

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 26th2022 to review the performance of Non-Independent Directors and the entire Board. TheIndependent Directors also reviewed the quality content and timeliness of the flow ofinformation between the Management and the Board and its’ Committees which isnecessary to effectively and reasonably perform and discharge their duties.

15. 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.

16. 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 Obligations and Disclosure Requirements) Regulations 2015.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 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 and Board as a wholewas carried out by the Independent Directors. The Directors expressed their satisfactionwith the evaluation process.

18. COMMITTEES OF THE BOARD

As on March 31 2022 the Board had Four committees: the audit committee thenomination and remuneration committee the stakeholders’ relationship committee andthe management committee. The committees consist of optimum number of independentdirectors as required 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. No. DIN/ PAN 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
Managing Director/
3. 08290775 Mr. Anshu Goel Member 04

During the year under review 4 (Four) meetings of the Audit Committee were held on 28thJune 2021 11th August 2021 13th November 2021 and 14thFebruary 2022.

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. The composition of the same was changed on 14th February 2022 asfollows: -

S. No DIN/ PAN Name of Director/ KMP Designation No. of Meetings Attended
1. 00312962 Mr. Pawan Bansal Independent Director/ Chairman 03
2. 08197194 Mr. Rohan Kishor Wekhande Independent Director/ Member 03
3. 08290823 Ms. Neha Anshu Goel (resigned w.e.f. 14.02.2022) Director/Member 02
4 08290832 Mr. Vedant Goel (w.e.f. 14.02.2022) Director/Member 01

During the year under review 3 (Three) meetings of the Nomination and RemunerationCommittee were held on 28th June 2021 17th December 2021 and 23rdMarch 2022.

C. Composition of Stakeholders Relationship Committee

The Board of Directors in its meetings held on June 24 2019 constituted a StakeholdersRelationship 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 (resigned w.e.f. 17.12.2021) Director/Member 01
4. 08290775 Mr. Anshu Goel (w.e.f.17.12.2021) MD/ Member NA

During the year under review 1 (One) meeting of the Stakeholder Relationship Committeewas held on 13th November 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. No. DIN/ PAN 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 on28th June 2021 and 23rd September 2021.

19. 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.

20. 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.

21. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year 2021-22were on Arm’s Length Basis and were in the Ordinary Course of business. There were 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 wereapproved by the Audit Committee on omnibus basis or otherwise and the Board. Thetransactions entered into by the company are audited. The Company has developed a Policyon dealing with Related Party Transactions. Particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed Form AOC-2 is appended as “Annexure B” to the Board report. ThePolicy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website at thelink: https://www.alphalogicinc.com/.

22. MATERIAL CHANGES AND COMMITMENT BETWEEN THE END OF FINANCIAL YEAR AND DATE

OF THE BOARD REPORT

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.

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS/ OUTGO

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 foreignexchange earnings were Rs. 6276431.24/- (Previous Year Rs. 8858000/-) from IT Servicesand outgo was Rs. 12985.46/- (previous year Rs. 2888/-).

24. 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 Section 197(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 “Annexure D”forming part of this report.

25. 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 sub-section (3) of Section 178 of the Companies Act 2013 adoptedby the Board is placed on website of the company at www.alphalogicinc.com and the salientfeatures of the same appended as “Annexure C” forming part of this report.

26. 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/.

27. RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act 2013 the Board of the Companyhas formed a Risk Management Policy for the Company to identify elements of risk andmonitor the Risk and establish control.

28. 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.

29. 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 thestatutory auditors in accordance with the provisions of Section 141 of the Act. There isno requirement for ratification of auditors in this Annual General Meeting as per theprovision of Section 139 of the Companies Act 2013 as amended. Further the notesreferred to by the Auditors in their Report are self-explanatory and hence do not requireany explanation.

30. 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.

31. SECRETARIAL AUDIT

Pursuant to the ICSI Guidelines with respect to certification and audit applicable onthe company and provisions of Section 204 of the Companies Act 2013 Rules madethereunder the Company has appointed CS Sudhanshu Panigrahi Practicing Company Secretarybeing eligible and peer reviewed to undertake the Secretarial Audit and other listingcertifications of the Company from the financial year 2021-22. The Secretarial AuditReport for the financial year 2021-22 is annexed herewith as “Annexure E”forming part of this report.

32. 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.

33. ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act 2013 the Annual Return ofthe company is provided on the website of the company at www.alphalogicinc.com.

34. 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.

35. 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.

36. DISCLOSURES

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.

37. ACKNOWLEDGEMENTS

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: 03-August-2022 Anshu Goel Neha Goel
Place: Pune Managing Director Director
DIN: 08290775 DIN: 08290823

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