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Alps Industries Ltd.

BSE: 530715 Sector: Industrials
NSE: ALPSINDUS ISIN Code: INE093B01015
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VOLUME 8505
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OPEN 2.35
CLOSE 2.35
VOLUME 8505
52-Week high 5.84
52-Week low 1.99
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Alps Industries Ltd. (ALPSINDUS) - Director Report

Company director report

To The Members

Alps Industries Limited

Your Directors have pleasure in presenting the 50th Annual Report togetherwith the Audited Statements of Account of the Company for the financial year ended on 31stMarch 2022 in terms of the Companies Act' 2013 and rules & regulation madethere under & Regulation33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time. The Financial Statementshave been prepared according to the relevant provisions of Companies (Indian AccountingStandards) Rules 2015.

The Financial ‘Performance of the Company for the year ended March 31 2022 issummarized below:

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended March 31 2022 Year Ended March 31 2021
Total Income 30631.56 25523.77
Operating Earnings/Losses before Financial (1254.61) 629.40
Expenses Depreciation & Amortization and
Tax
Finance Cost 6052.52 5760.43
Depreciation 499.04 803.20
Impairment of Assets - 2416.89
Profit/(Loss) Before Tax (7806.18) (8351.12)
Tax Expenses 2.42 00.04
Profit/(Loss) After Tax (7808.60) (8351.16)
Exceptional Items (663.22) 895.29
Surplus /(Deficit) of last year Add: (8471.82) (7455.87)
Surplus available for appropriation (75208.76) (66736.94)
Appropriations - -
Surplus/(Deficit) carried to Balance Sheet (75208.76) (66736.94)
Surplus available for appropriation - -

OPERATING SCENARIO

Your company is struggling to maintain the Revenue due to significant downfall in theoperative assets of the company which has hampered the manufacturing operations of thecompany adversely in the current fiscal year. During the period under review your companyhas recorded a negative EBITDA of Rs.1254.62 Lakhs in comparison to Positive EBITDA of Rs.629.40 Lakhs in previous year mainly due to increased input costs inspite of recording anincrease in total Revenue. The PAT for the period is also negative at Rs. 8471.82 Lakhs incomparison to the previous year Negative PAT of Rs.7455.87 Lakhs due to loss on sale ofassets made by the lenders under SARFAESI.

FUTURE OUTLOOK TECHNICAL FRONT

Your company tried to reduce the cost of operations during the year but will not beable to continue with the trend in future due sale of manufacturing units by the lendersduring the year. However company is trying to continue its business on the other modeli.e. trading etc.

FINANCIAL RESTRUCTURING & STATUS OF UNITS OF THE COMPANY

During earlier year the lenders having more than 83% of the secured debts of theCompany revoked their consent to the DRS/settlement scheme circulated by erstwhile Hon'bleBIFR interalia containing the restructuring of the debts of the Company which was partlyimplemented. The Company objected to the said revocation of consent being unjustified andbeyond terms of the scheme and further submitted an offer for settlement. M/s EdelweissAssets Reconstruction Company Ltd. (presently holding more than 99% of the total secureddebt of the Company) (EARC) in order to recover the dues from the Company has filed anOriginal Application before Debts Recovery Tribunal which application is pendingadjudication. Further EARC under the provisions of SARFAESI has auctioned all operativesecured properties including during the year being Leasehold/freehold Land BuildingPlant & Machineries and all other moveable assets including inventories being andlying at Plot nos. 1A and 1B Sec-10 SIDCUL Haridwar 57/2 Site IV Industrial AreaSahibabad Ghaziabad (UP) and Khasra No. 482 486 479/2 485 489/1 487m 487 484477/2 488 478 477/1 and 479/1 Vill. Aminagar Bhoor Baral Meerut Delhi Road NH-58Meerut 250103 (U.P.) and have adjusted part of their dues with the realization madethereof. The adjustments on account of these actions of lenders have been made in thebooks of account of the year under consideration. The Company is in discussion with EARCfor settlement of its dues and Management of the Company expects to get the revisedsettlement/restructuring proposal approved from lenders and accordingly the Company wouldbe meeting its revised financial obligations. The above action of EARC has been taken onrecord and the board of directors of company decided to continue the operations of thecompany and maintain the status of company as "Going concern".

MEASURES TO REDUCE/CONTROL COST

During the year your company have continuously tried to achieve the reduction in rawmaterial cost by making different composition of mixing/purchase of cotton throughcommodity exchange increase in machine productivity better yarn yield with optimum useof raw material control waste generation to bare minimum and best use of work force bestutilization of capacity with lowest Raw Material Cost and good quality of end product tofetch best yarn price.

GOVERNMENT INITIATIVES-TEXTILE SECTOR

During the year there arevarious positive initiatives in government policies whichbenefited the textile sector and expected to continue benefit the company in futureperiod.

DIVIDEND

Due to the operational losses suffered by the company your directors do not proposeany dividend for the current financial year.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 of the Companies Act 2013 there was no unclaimed dividendrelating to the financial year 2020-2021 which was due for remittance during thefinancial year 2021-2022. Hence no amount due to be transferred to the Investor Educationand Protection Fund established by the Central Government. Further in terms of Section 124(6) of Companies Act 2013 and the Rule 6 of Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 there under and MCANotification dated August 14 2019 The unclaimed equity shares of the companyrepresented by the unclaimed/unpaid and lying in the Alps Industries Ltd.-Unclaimed ShareDemat Physical Account of the companyhave been transferred to the Investor Education andProtection Fund Authority (IEPF) Authority.If any investors wish to claim their sotransferred shares and unclaimed dividend they have to comply provisions of section124(6) of Companies Act 2013 and the procedures specified under Rule 7 of the IEPF(Accounting Audit Transfer and Refund) Rules 2016. The details of shares transferred toIEPF account can be visited at website of the company i.e. www.alpsindustries.com.

CHANGE OF REGISTERED & CORPORATE OFFICE

The Registered & Corporate Office of the Company have been shifted from 57/2 Site-IV Industrial Area Ghaziabad Uttar Pradesh-201010 to Plot No. 15-B G.T. Road ChaudharyMorh Ghaziabad-201001 w.e.f. 13th May 2022. All the necessary Compliances in this regardhave been completed.

STATUS &CHANGESOF INDEPENDENT DIRECTORS/BOARD OF DIRECTORS

During the period under review Mr. Tilak Raj Khosla (DIN: 02724242) resigned from theposition of independent director of the company due to attaining the maximum permissibleage i.e. 75 year shortly. The Board of Directors of the Company has accepted hisresignation in their meeting held on 14.02.2022 and records their appreciation for thevaluable services and advices during his tenure provided to the company.

Further Mr. Prabhat Krishna Mr. Pradyumn Kumar Lamba Ms. Deepika Shergill theIndependent Directors resigned as independent director w.e.f. 13.05.2022 due to reachingto completion of their final term shortly. To comply with the provisions of regulation 1617 regulation 25 under SEBI (LODR) Regulation 2015 and provisions of section 149 152 ofCompanies Act 2013 and rules made thereunder company has appointed Mr. Arun KumarBhatter (DIN:07957636) Mr. Vikas Lamba (DIN: 09573001) Mr. Arun Kumar Pal (DIN:09576141) and Mrs. Shikha (DIN:09573028)as independent directors w.e.f. 13.05.2022 . Allhave submitted their disclosure to the Board that they fulfill all the requirements as toqualify for their continuity of appointment as an Independent Director under theprovisions of section 149 the Companies Act 2013 as well as Regulations 16 & 17 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Further interms of Schedule V of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 effective from01.04.2019 a certificate from a company secretary in practice that none of thedirectorson the board of the company have been debarred or disqualified from beingappointed or continuing as directors of companies by the Board/Ministry of CorporateAffairs or any such statutory authority of all directors as on March 31 2022 is beingAnnexed. Further in terms of Rule 6 of Companies (Appointment and Qualification ofDirectors) Rules 2014 and notification no. G.S.R. 804(E) dated 22nd October 2019 allthe Independent Directors of the company have made their registration with IndianInstitute of Corporate Affairs (Institute) for a period of one year validity period duringthe year.

Further thestatement regarding opinion of the Board with regard to integrity expertiseand experience (including the proficiency) of the independent directorsMr. Arun KumarBhatter (DIN: 07957636) Mr. Arun Kumar Pal (DIN: 09576141) Mr. Vikas Lamba (DIN:09573001) and Mrs. Shikha Rathi (DIN: 09573028)appointed during the year is included inthe board report.

RISK MANAGEMENT PLAN

Pursuant to section 134 (3) (n) of the Companies Act 2013 & Regulation 17(9) ofthe SEBI (Listing Obligations and Disclosure Requirements) Rules 2015 the Company hasframed an effective Risk Management policy in order to analyze control or mitigate risk.The board periodically reviews the risks and suggests steps to be taken to control thesame.The same is reviewed quarterly by senior management and also by the Audit Committeeof the Board.

In compliance of Regulation 21 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015related to corporate governance the company is notmandatorily required to constitute the Risk Management Committee but for its ownbetterment has formulated the Risk Management plan as up dated from time to time. Thecompany continues to recognize that the Enterprise Risk Management is an integral part ofgood management practice. In terms of Policy the Company is committed for managing therisk in a manner appropriate to achieve its strategic objectives. The Company will keepinvestors informed of material changes to the Company's risk profile through its periodicreporting obligations and ad hoc investor presentations. Accordingly the Company hasframed procedures to inform members of Board of Directors about risk assessment andminimization procedures. The detailed policy can be viewed at the website of the companyi.e. www.alpsindustries.com.

POLICY FOR DETERMINATION OF "MATERIALITY"

In terms of the provisions of Regulation 30 Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasframed and up dated a policy for determination of "Materiality" and theBoard of Directors has appointed the Company Secretary & Compliance Officer as the "MaterialityOfficer" to take care of the relevant compliances. The detailed policy can beviewed at the website of the company i.e. www.alpsindustries.com.

POLICY FOR PRESERVATION OF DOCUMENTS

In terms of the provisions of Regulation 9 Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the company has frameda policy for preservation of documents. The detailed policy can be viewed at the websiteof the company i.e. www.alpsindustries.com.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has provided for adequate safeguards to deal with instances of fraud andmismanagement and to report concerns about unethical behavior or any violation of theCompany's Code of Conduct. During the year under review there were no complaints receivedunder this mechanism.In terms of section 177 of the Companies Act 2013 andRegulation 22of the SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 the companyhas established a Vigil Mechanism policy for the Directors and Employees to report genuineconcerns in such manner as prescribed under Rule 7 of Companies (Meetings of Board and itsPowers) Rules 2014 and such a vigil mechanism has provided for adequate safeguardsagainst victimization of persons who use such mechanism and made provisions for directaccess to the chairperson of the Audit Committee in appropriate or exceptional casesinstances of unethical behavior actual or suspected fraud or violation of the company'scode of conduct etc. The detailed policy can be viewed at the website of the company i.e.www.alpsindustries.com.

NOMINATION & REMUNERATION EVALUATION BOARD DIVERSITY POLICY & FAMILIARIZATIONPROGRAMME AND CRITERIA FOR MAKING PAYMENT FOR INDEPENDENT DIRECTORS

As mandated by the statutory provisions contained under section 178 of the CompaniesAct 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Nomination & Remuneration Committee of the Board has alreadyformulated which is in force as on date. This policy contains guidelines on nomination andremuneration of Directors Key Managerial Personnel (KMP) and Senior Management Personnelof the Companyand Evaluation and Board Diversity policy for directors. This policy may betreated as a benchmark for determining the qualifications positive attributes andindependence of a Director criteria for evaluation of Independent Directors and theBoard matters relating to the remuneration appointment removal and evaluation ofperformance of the Directors Key Managerial Personnel and Senior Management Personnel ofthe Company.

To provide insights into the Company to enable the Independent Directors to understandthe Company's business in depth that would facilitate their active participation inmanaging the Company familiarization Program have been formulated and introduced by theCompany to simplify the understanding of various responsibilities and rights of theIndependent Directors during the year under review. The SEBI vide Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 has issued Guidance Note on BoardEvaluation for all listed entities. It has been reviewed by the Board of Directors andnoted the criteria for evaluation of Board as a Whole Non Independent Directors andIndependent Directors of the Company. Further in terms of SEBI circularSEBI/HO/CFD/CMD/CIR/P/2018/79 dated May 10 2018 the Disclosures on Board

Evaluation additional requirement like Observations of board evaluation carried out forthe year Previous year's observations and actions taken and Proposed actions based oncurrent year observations have been made part of policy.The board of directors of thecompany in their meeting held on 30.05.2018 which has been reviewed from time to timehas approved the revised policy on Board Evaluation and the same has been placed on thewebsite of the company. The detailed updated policy and the Familiarization Programimparted to Independent Directors can be viewed at the website of the company i.e.www.alpsindustries.com.

In terms of Regulation 34 & 46 of and schedule V the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the criteria for making payment to the NonExecutive Directors is being complied and is available at Company websitewww.alpsindustries.com.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

In terms of the requirement of Companies (Accounts) Amendment Rules 2016 dated March 242021 it is to be mentioned that there are no proceeding pending under the Insolvency andBankruptcy Code 2016 against the company during the period. Further company has notentered into any One Time settlement (OTS) with any of its lending banks during theperiod.

RELATIONSHIP WITH INVESTORS

To have the participation by all the valued investors in the voting pattern for anyproposal and in terms of the compliance of the Section 108 of the Companies Act 2013 andCompanies (Management and Administration) Rules 2014 made there under and in terms ofRegulation 44(1) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015the company has made arrangements for e-voting facility through whichany investor can participate in the AGMs through e-voting and need not struggle to attendthe meetings in person.

In view of the massive outbreak of the COVID-19 pandemic since previous year pursuantto the Circular No. 14/2020 dated April 08 2020 17/2020 dated April 13 2020 18/2020dated 21.4.2020 20/2020 dated May 05 2020 and 22/2020 dated 15.6.2020 and furtherCircular No. 02/2021 dated January 13 2021 and General circular No. 02/2022 dated May 052022 issued by Ministry of Corporate Affairs and Rule 20(4)(v) of the Companies(Management and Administration) Rules 2014 and circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11dated January 15 2021 issued by SEBI due to massive outbreak of the COVID-19 pandemicsince previous year tomaintain the social distancing issued by the Ministry of CorporateAffairs physical attendance of the Members to the forthcoming AGM venue is not required.Hence Members have to attend and participate in the ensuing AGM though VC/OAVM.

Further in terms of Regulation 20 of the SEBI ( Listing Obligations and DisclosureRequirements)Regulations2015 and Section 178 of the Companies Act 2013 and Companies(Meetings of Board and its Powers) Rules 2014 made thereunder the Company has framedStakeholder Relationship Committee which is fully committed and accountable to the valuedinvestors who have reposed the confidence in the company by investing their hard earnedmoney in the company and supported the management in such a crucial time.

The relationship with the investors continues to be cordial. Your company's managementis fully aware and dedicated for survival of the company and committed to take all effortsto resolve the investors' grievances received during the year to the satisfaction of theinvestors within a reasonable time. M/s Alankit Assignments Limited the R & T Agentof the company continued to extend their positive contribution to resolve the Investors'grievances efficiently and effectively whenever they arose. By contribution from allconcerned the investor grievances have been resolved to the fullest satisfaction ofinvestors. We sincerely place on record the appreciation for our valued investors whohave contributed and reposed the confidence in the company at this difficult time.Themanagement not only believes in legal compliance related to the investors but alsomorally protects their interest and treats them as part of Alps Group. In its endeavor toimprove investor services your Company has created an investor section anddesignatedexclusive E-Mail ID for the purpose of registering complaints by investors and necessaryfollow up action by the company / compliance officer in compliance with Regulation 46 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The e-mailID is: investorsgreviences@alpsindustries.com.

HUMAN RESOURCES CONSOLIDATION OF MANPOWER

The year started with another wave of century's biggest crisis Covid-19 Pandemicwithout alerting the organization as well as the World. The severity was higher than lastyear with a fear of higher expected impact on the businesses as well. The Industry hasalready been working hard to deal with consistent market-slow-down since last three years.However the organization was able to handle the turbulence and also keep up theconfidence of our human resources in this unprecedented crisis.

Learning from TOC helped in controlling the operating expenses with rigorous closemonitoring applying different ways of reducing the cost and at the same time extendinggenerous help to our employees so that they are able to meet their basic expenses andretain with us. With unparallel support of the management as well employees the companysailed through the tough time successfully retaining most of ourkey resources and clients.However with continued pressure from the lenders as well as from the market the businessoperations at all locations were being consolidated and tapered off. But the work climateat the shop-floor was maintained with frequent communications with employees and workersand with their mutual consent. In-line with the national policy of gender equality andpolicy to restrict the sexual harassment there has not been any case of sexual harassmentreported. The company's concerns for welfare of its workforce continued during the yearand accordingly Group pension/Accident Insurance policy/ESI/WC policies were continuedfurther as in the past. It is expected that in near future business operations as well asmanpower will be drastically curtailed. It will be ensured that there is no Industrialdispute due to such scenario. During the year with consistent review and efforts foroptimization of available manpower resources no. of employees was 1334 as compare to 1281last year. However upon sale of all operative assets by the lenders of the company underthe provisions of SARFAESI at the year end in view of non existence of any manufacturingactivities in near future the company has served a notice to most of its employees.

The information required under Section 217(2A) of Companies Act 1956 read theCompanies (Particulars of Employees) Rules 1975 duly amended by the Companies(Particulars of Employees) Rules 1999 and further amended vide G.S.R. No. 289(E) datedMarch 31 2011is not applicable to the company as none of the employee is drawingremuneration more than the limits prescribed/specified under the said Rules during thefinancial year 2021-22.

REAPPOINTMENT OF NON-INDEPENDENT DIRECTORS BY ROTATION AND AS WHOLE TIME DIRECTOR

In terms of the provisions of Section 152 of the Companies Act 2013 and Companies(Appointment and Qualification of Directors) Rules 2014 & Article No. 106 107 &108 of the Articles of Association of the Company Mr. Pramod Kumar Rajput ExecutiveDirector (DIN: 00597342)) Non-Independent designated as Executive Director recommendedby the Nomination & Remuneration Committee and by the Board of Directors at theirmeeting held on May 30 2022 for re-appointment who retires by rotation and eligibleforre-appointment and offer himself for reappointment at the ensuing Annual General Meeting.The disclosures as required under the provisions of Companies Act 2013 Regulation 17 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 related toCorporate Governance published elsewhere in the Annual Report.

Further in terms of Sections 196 and 197 read with Schedule V and all other applicableprovisions if any of the Companies Act 2013 and recommendation of Nomination andRemuneration committee the reappointment of Mr. Sandeep Agarwal (Din: 00139439) asManaging Director for a further period of three years W.E.F 01-04-2023 TO 31-03-2026isproposed by way of special resolution at the ensuing Annual General Meeting.

NUMBEROF BOARD MEETINGS

Minimum five prescheduled Board meetings are held every year. In case of anyexigency/emergency resolutions are passed by circulation. During the Financial Year2021-22 the Board of Directors met five times on 09/06/2021 30/06/2021 13/08/202112/11/2021 and 14/02/2022. The maximum gap between any two meetings was less than onehundred and twenty days as stipulated under section 173 of Companies Act 2013 andRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 and Secretarial Standards.

KEY MANAGERIAL PERSONEL

During the year under review as required under section 203 of the Companies Act 2013and applicable rules There is no change in the Existing KMP's of the Company viz. Mr.Sandeep Agarwal (Managing Director) Mr. Ashok Kumar Singhal (President-Accounts &Finance) and Mr. Ajay Gupta (Company Secretary & General Manager-Legal). Hence theycontinued to be KMP's of the Company.

INTER CORPORATE LOANS GUARANTEES AND INVESTMENTS

During the year under review company has not given any Inter Corporate LoansGuarantees and Investments covered under section 186 of the Companies Act 2013.

REVISED ONE TIME SETTLEMENT WITH MATERIAL SUBSIDIARY COMPANY

Your company has entered into a Revised Settlement with one of its Material subsidiarycompany namely Alps Energy Private Limited on June 30' 2021 for Rs. 53 Lakh towardsexisting liability of Rs. 89.75 Lac and also paid for during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

Due to net loss suffered by the company during the financial year 2020-21 in terms ofthe provisions under Section 135 of the Companies Act 2013 the company was not requiredto make expenditure on the CSR activities in the financial year 2021-22. Your company hasCSR Committee which had been constituted by the board of the company. The CSR Committeehave framed a Corporate Social Responsibility Policy (CSR Policy) duly approved by theBoard at their meeting held on 12.8.2016 indicating the activities to be undertaken bythe Company to fulfill the expectation of our Stakeholders and to continuously improve oursocial environmental and economical performance while ensuring sustainability andoperational success of the Company. The Company would also undertake other need basedinitiatives in compliance with Schedule VII to the Companies Act 2013 and Companies(Corporate Social Responsibility Policy) Rules 20I4 if required.

Due to losses in previous financial year i.e. 2020-21 the requirements for annexingthe Statement of Annual Report on CSR Activities in terms of the provisions of section 135and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules 2014 are notapplicable.

RELATED PARTY TRANSACTIONS

In terms of the Section 188 Companies Act 2013 and Companies (Meetings of Board and itsPowers) Rules 2014 and further in terms of Regulation 23 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 related to the Corporate Governance thecompany has formulated a Policyon Materiality of Related Party Transactions and the sameis duly reviewed and updated from time to time as required and latest on July 31 2020 atthe meeting of Board of Directors.

During the year under review the company has entered into related partytransactionswhich are at the market prevailing prices and on arm's length basis and are in itsordinary course of business and in terms of IND AS 24. Hence there are no conflicts ofinterest and in compliance with the Policy on Materiality of Related Party Transactions.It is also hereby confirmed that the limit of Rs. 1.00 crore of per transaction asapproved at the meeting of Board of directors held on July 31 2020 has been adhered toduring the year.

DIRECTOR'S RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(5) of the Companies Act 2013 theBoard confirms and submits the Directors' Responsibility Statement:

??In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

??The directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of thecompany at the end of the financial year and of theprofit and loss of the company for that period;

??The directors had 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;

??The directors had prepared the annual accounts on a going concern basis; and

??The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively which means the policies and procedures adopted bythe company for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information;

??The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

In terms of the provisions of section 197 of Companies Act 2013 read the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from timeto time none of the employee is drawing remuneration more than the limitsprescribed/specified under the said rules during the financial year 2021-22. In terms ofRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended the details of top ten employees drawing remuneration are enclosed as Annexure1.

However Particulars of employees under Section 197 of the Companies Act 2013 andapplicable Rules made there under having paid in excess of the remuneration to Whole TimeDirectors as on March 31 2022 is not applicable as no remuneration has been paid to theany whole time directors of the company during the year.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014regarding conservationof energy technology absorption and foreign exchange earnings and outgo has been given inthe statement annexed as Annexure-II here to and forms part of this report.

COST AUDIT REPORT

In compliance with the Companies (Cost Records & Audit) Rules 2014 published videGSR No. 01(E) on December 31 2014 issued by the Central Government in terms of the Powersconferred by Section 148 of the Companies Act 2013 company had appointed M/s. PramodAgarwal & Co. Cost Accountants Firm Regn. No. 104022to submit the Cost Audit Reportduly approved by the Board of Directors to the Central Government for the financial yearended on March 31 2022 for the products which are specified in the Notification No. GSRNo. 01(E) on December 31 2014 and Companies (Cost Records and Audit) Rules 2014 asamended from time to time. The Cost Audit report as issued by the M/s. Pramod Agarwal& Co. Cost Accountants being the cost auditors of the company for the financial year2021-22 will be filed by the company within the due date.

COST AUDITORS

In compliance with the Companies (Cost Records & Audit) Rules 2014 published videGSR No. 01(E) on December 31 2014 issued by the Central Government in terms of the Powersconferred by Section 148 of the Companies Act 2013 M/s Pramod Agarwal & Co. CostAccountants Firm Regn. No. 104022 Cost Accountants Ghaziabad firm of Cost Accountantshas been appointed as the Cost Auditors of the company under Section 148 of the CompaniesAct 2013 for the next financial year ended on March 31 2023 at the meeting of AuditCommittee and Board of Directors of the company held on May 30 2022. As required under

Section 148 of the Companies Act 2013 the ratification for their appointment &remuneration has been recommended at the forthcoming Annual General Meeting of thecompany. However it is strictly applicable in terms of any Notifications/Circularsrelated to Cost Records and Cost Audit Rules as may be specified at any time by the MCAor any regulatory authorities. If due to any reasons the mandatory requirements abolishthen continuation of the appointment of Cost Auditors will be at the discretions of theboard of directors as per the requirements of the company.

STATUTORY AUDITORS

M/s. R.K. Govil & Co. Chartered Accountants(Firm Registration No. 000748C)theStatutory Auditors of the Company was reappointed under section 139 of the Companies Act2013 and Companies (Audit and Auditors) Rules 2014for five years from the conclusion ofthe Forty Seventh Annual General Meeting until the conclusion of the Fifty Second AnnualGeneral Meeting i.e. from 01.04.2019 to 31.03.2024. The board of directors has approvedthe continuity of auditors for remaining three years at their meeting held on May 30 2022.In terms ofthe above section and as amended from time to time no further confirmation fromthe members of the company is required since the requirement of ratification by theshareholders have been withdrawn by MCA vide notification dated May 8 2018.The companyhas received theeligibility certificates under Section 141 of the Companies Act 2013 fromthe said auditors.

INTERNAL AUDITORS

In terms of Section 138 of the Companies Act 2013 and Companies (Accounts) Rules2014 the Board of Directors at their meeting held on May 30 2022has approved thearrangement of in-house internal audit though the requisite qualified and experiencedofficials of the company to conduct the internal audit of the company for the financialyear 2022-23.

DEPOSITS

During the year your company has not raised any money by way of Deposits under theprovisions of Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014.

CORPORATE GOVERNANCE DISCLOSURES

The Management Discussion and Analysis is given as an Annexure-III to thisreport and further the requirements of Regulation 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 on the Corporate Governance practices followedby the Company and the Statutory Auditors' Certificate on Compliance of mandatoryrequirements as Annexure-IV along with the non mandatory information undercorporate governance is annexed as part II of Corporate Governance Report. It has alwaysbeen the endeavor of your company to practice transparency in its management and discloseall requisite information to keep the public well informed of all material developments.

SECRETARIAL AUDIT REPORT

In terms of the Section 204 of the Companies Act 2013 and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors at their meetingheld on June 30 2021 company has appointed M/s.Nisha Choudhary & Associates CompanySecretaries Ghaziabad to provide theSecretarial Audit Report for the Financial Year endedon March 31 2022. In compliance of aforesaid requirement they have provided theSecretarial Audit Report which has been annexed with Board report as Annexure V andtheSecretarialAudit Report of the Material Indian Subsidiary company i.e. Alps Energy Private Limitedis being annexed in the annual report else where.

Further in terms of SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 theAnnual Secretarial Compliance Report for the financial year 2021-22 has been submitted toStock Exchanges.

Further the Board of directors of the company will appoint the Secretarial Auditor forthe next Financial Year ending on March 31 2023 in due course of time.

ABSTRACT OF THE ANNUAL RETURN

In terms of amended section 92 of the Companies Act 2013 and as amended vide Companies(Amendment) Act 2017 and further vide notification dated May 7 2018 the extract of theAnnual Report as on it stood as on March 31 2022 being attached with the Directors Reportas

Annexure VI.

STATUS OF HOLDINGS IN SUBSIDIARY COMPANIES

As per Section 2(87) of the Companies Act 2013 as amended vide Notification No. S.O.1833(E) dated 8th May 2018 M/s. Alps Energy Pvt. Ltd. remains to be theSubsidiary company of the Alps Industries Ltd. by way of controlling the voting powers tothe extent of 69.75% in its aggregatevoting powers of the aforesaid company.

In terms of Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Mr. Prabhat Krishna ( DIN:02569624) Independent & Non-ExecutiveDirector of the Company resigned and Mr. Vikas Lamba (DIN:09573001) is appointed w.e.f.13.05.2022 to act as representative director in the aforesaid Indian "Materialsubsidiary" company i.e. M/s. Alps Energy Pvt. Ltd. as well as M/s Alps USA Incthe "Material subsidiary" in terms of Regulation 24 of the amended SEBICircular SEBI/LAD-NRO/GN/2015-16/013 dated 2.9.2015.

FINANCIAL STATEMENTS/ PERFORMANCE OF SUBSIDIARY COMPANIES

The company continued to have two subsidiaries at the end of the financial year viz;M/s. Alps USA Inc. incorporated in USA and M/s. Alps Energy Pvt. Ltd incorporated inIndia. As required under Section 129(3) of the Companies Act 2013 and applicable rulesthe Financial Statements of these Subsidiary Companies are being annexed along with theseparate statement containing the salient features of the financial statement of itssubsidiaries and associate companies in terms of Rule 5 of Companies (Accounts) Rules2014.

Further in terms of the provisions of Section 134 (3) (m) of the Companies Act 2013read with Rule 8(1) of the Companies (Accounts) Rules 2014regarding the report on thehighlights of performance of subsidiaries and their contribution to the overallperformance of the company during the period under report in the prescribed Form AOC-1 isenclosed as Annexure-VII in the Annual report.

AUDITORS' OBSERVATIONS

Observations in the Auditors' Report are dealt within Notes to Accounts at appropriateplaces and being self-explanatory need no further explanations With regard to Auditqualifications for the yea runder review as per the requirement under Regulation 33 ofthe SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and furtheramended by SEBI Notification No. SEBI/LAD-NRO/GN/2016-17/001 dated May 25 2016 and asamended on May 9 2018 and Circular No. CIR/CFD/CMD/56/2016 dated May 27 2016 issued bythe Securities and Exchange Board of India (SEBI) the Statement on Impact of AuditQualifications signed by Managing Director/CFO/ Chairman of the Audit Committee andAuditors have been submitted with stock exchanges and forming the part of Annual Report.

GENERAL DISCLOSURES

No disclosure or reporting is required in respect of the following items as there wereno transactions on these items during the year under review: 1. Details relating todeposits covered under Chapter V of the Companies Act 2013. 2. Issue of equity shares withdifferential rights as to dividend voting or otherwise. 3. Issue of shares (includingsweat equity shares) to employees of the Company under any scheme saveand except ESOSreferred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

6. In terms of section 143 (12) of the Companies Act 2013 it is hereby confirmed thatthere are no frauds reported by auditors other than those which are reportable to theCentral Government.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGMENT

Your directors take this opportunity to thank the Banks ARCs Reserve Bank of IndiaCentral and State Governments Authorities Regulatory Authorities Securities ExchangeBoard of India Stock Exchanges Stakeholders Customers and Vendors for their continuedsupport and cooperation and alsothank them for the trust reposed in the Management. TheDirectors place on record their appreciation for the efficient and loyal services renderedby the Staff and workmen also acknowledge the help support and guidance from the variousStatutory Bodies Government and Semi-Government Organizations and thank for customerssuppliers investors for their continues support during the year.

Alps Industries Limited
Place: Ghaziabad (Pramod Kumar Rajput) (Sandeep Agarwal)
Date: May 30 2022 Executive Director Managing Director
(DIN: 00597342) (DIN: 00139439)

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