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Alstone Textiles (India) Ltd.

BSE: 539277 Sector: Others
NSE: N.A. ISIN Code: INE184S01016
BSE 05:30 | 01 Jan Alstone Textiles (India) Ltd
NSE 05:30 | 01 Jan Alstone Textiles (India) Ltd

Alstone Textiles (India) Ltd. (ALSTONETEXTILES) - Director Report

Company director report

To

The Members

Alstone Textiles (India) Limited

The Directors have pleasure in submitting their 35th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statement for thefinancial year ended 31st March 2020.

1) FINANCIAL SUMMARY HIGHLIGHTS:

Financial Results of the Company for the year under review along with the figures forprevious year are as follows:

(IN ‘000' Rs.) (IN ‘000' Rs.)
Particulars 31st March 2020 31st March 2019
Total Income 889 1
Profit before Tax (1891) (762)
Less: Provision for Tax - -
Current Tax - -
MAT Credit Entitlement - -
Earlier Year tax - -
Deferred Tax 1 1
Net Profit after Tax (1891) (762)

2) STATE OF COMPANY AFFAIRS:

During the financial year 2019-20 the Company has recorded Total Income of INR889000/-. The Company has net Loss of INR 1891247/- during the year as compared to lossof 762410/- in the last year. The Directors are optimistic about future performance ofthe Company.

3) GLOBAL HEALTH PANDEMIC FROM COVID-19

The World Health Organization declared a global pandemic of the Novel Corona virusdisease (COVID-19) on February 11 2020. In enforcing social distancing to contain thespread of the disease our offices and client offices all over the world have beenoperating with minimal or no staff for extended periods of time. In keeping with itsemployee-safety first approach the Company quickly instituted measures to trace allemployees and be assured of their well-being. Our teams reacted with speed and efficiencyand quickly leveraged technology to shift the workforce to an entirely new‘work-from-home' model. Proactive preparations were done in our work locations duringthis transition to ensure our offices are safe.

4) WEB ADDRESS OF ANNUAL RETURN:

The web address where Extract of Annual Return in Form MGT-9 for the Financial Year2019-2020 referred in sub-section (3) of Section 92 has been placed is mentioned below:www.alstonetextiles.in

However the Extract of Annual Return (MGT-9) also annexed herewith marked as Annexure-I.

5) CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of the business of the Company.

6) DIVIDEND:

As the company is under losses so the company is not able to recommend any dividend.But the directors are hopeful better result in ensuring future.

7) TRANSFER TO RESERVES:

The Company did not transfer any amount to the General Reserves.

8) SHARE CAPITAL:

The Paid up Share Capital as on 31st March 2020 was INR 127480000/-. TheCompany has neither issued shares with differential rights as to dividend voting orotherwise nor issued shares (including sweat equity shares) to the employees or directorsof the company under any scheme. There was no change in share capital during the year.

9) DEPOSITS:

During the year the Company has not invited/accepted any deposits under Companies Act2013.

10) SUBSIDARIES ASSOCIATE AND JOINT VENTURE COMPANIES:

There are no Subsidiaries Associate and Joint venture companies of the Company.

11) BOARD OF DIRECTORS:

A. DIRECTORS RETIRES BY ROTATION:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Deepak Kumar Bhojak Managing Director of the

Company is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment. The Board of Directors recommends hisreappointment.

B. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation.

The Independent Directors have submitted their disclosure to the board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 as well as SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Familiarization policy isavailable on company's website i.e. www.alstonetextiles.in

During the year one (1) Meeting held in the F.Y-2019-2020 on 04th March2020 of the Independent Directors of the Company.

C. 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 annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committee StakeholdersRelationship Committee and Risk Management Committee. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

D. KEY MANAGERIAL PERSONNEL:

The following persons are designated as Key Managerial Personnel of the Companypursuant to Section-2(51) and Section-203 of the Act read with the Rules framedthereunder:

A. Mr. Deepak Kumar Bhojak Managing Director.

B. Mr. Deepak Tyagi Chief Financial Officer.*

C. Mr. Deepak Verma Chief Financial Officer.**

D. Ms. Neha Chaudhary Company Secretary***

E. Mr. Ashish Garg Company Secretary****

* Mr. Deepak Tyagi has resigned from post of CFO on 24th April 2019

** Mr. Deepak Verma has been appointed on post of CFO w.e.f 24th April2019.

*** Ms. Neha Chaudhary has resigned from post of Company Secretary on 1stNovember 2019.

**** Mr. Ashish Garg has been appointed as Company Secretary w.e.f. 20thNovember 2019.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Director's Responsibility Statement:

• In the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departures;

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

• The Directors have taken proper & sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for prevention & detecting fraud &other irregularities;

• The Directors have prepared the accounts for the year ended 31stMarch 2020 on a going concern basis.

• The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.

13. MEETINGS:

(a) BOARD MEETINGS

The Board of Directors duly meets Thirteen times (13) times during the Financial Yearfrom 1st April 2019 to 31st March 2020. The dates on whichmeetings were held are as follows:

1st April2019; 11th April2019; 23rd April2019; 24thApril2019; 27th April2019; 09th May2019; 27thMay2019; 12th June2019; 19th July2019; 24thAugust2019; 02nd November2019; 20th November2019 and 23rdJanuary2020.

The periodicity between two Board Meetings was within the maximum time gap asprescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/Companies Act 2013. The Composition of the Board of Directors their attendance at BoardMeetings and last Annual General Meeting is as under:

Name of Director Designation Category Number of Board Meetings Attendance of Last AGM
Directors entitled to attend Directors attended
Mr. Deepak Kumar Bhojak Managing Director Executive 13 13 Yes
Ms. Roopa Devi Murolia Woman Director Non Executive & Independent 13 13 Yes
Mr. Pankaj Saxena Director Non Executive & Independent 13 13 Yes
Mr. Manmohan Director Non Executive & Independent 13 13 Yes

(b) COMMITTEE MEETINGS:

(i) AUDIT COMMITTEE

The Audit Committee comprises three Members of which two (including Chairman) of theCommittee are Independent Directors. During the year Five (5) Audit Committee Meetingswere convened and Held.

Meetings of the Committee:

The Committee met Five (5) times on 23rd April 2019; 27th May2019; 19th July 2019 02nd November 2019 & 23rdJanuary 2020 during the Financial Year ended on March 31 2020.

The Composition of Audit Committee and their attendance at the meeting are as under:-

Name of Members Category/ Designation No. of Meetings
Members entitled to Attend Members Attended
Mr. Manmohan Chairman 5 5
Ms. Roopa Devi Murolia Member 5 5
Mr. Deepak Kumar Bhojak Member 5 5

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members all areNon-Executive Directors of which two (including Chairman) of the Committee areIndependent Directors. During the year Two (2) Nomination & Remuneration CommitteeMeetings was convened and held.

Meetings of the Committee:

The Committee met Two (2) times on 20th November 2019 and 23rdJanuary 2020 during the Financial Year ended on March 31 2020. The Composition ofNomination & Remuneration Committee and their attendance at the Meeting are as under:-

Name of Members Category/ Designation No. of Meetings
Members entitled to Attend Members Attended
Mr. Manmohan Chairman 2 2
Ms. Roopa Devi Murolia Member 2 2
Mr. Pankaj Saxena Member 2 2

The amended/ updated policy of nomination policy is also placed on website of thecompany i.e. www.alstonetextiles.in

(iii) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members of which two (includingChairman) members are Independent Directors. During the year one (1) StakeholdersRelationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met One (1) time on 12th November 2019 during the financialyear ended on March 31 2020.

The Composition Stakeholders' Relationship committee and their attendance at themeeting are as under:-

Name of Members Category/ Designation No. of Meeting
Members entitled to Attend Members Attended
Mr. Manmohan Chairman 1 1
Ms. Roopa Devi Murolia Member 1 1
Mr. Deepak Kumar Bhojak Member 1 1
Compliance Officer:
Name of the Compliance Officer Contact Details E-Mail ID
Ms. Neha Chaudhary (till 01st November2019) 011-28744161 alstonetextiles@gmail.com
Mr. Ashish Garg (w.e.f 20th November 2019 till date) 011-28744161 alstonetextiles@gmail.com

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members of which two (including Chairman)of the Committee are Independent Directors. During the year one (1) Risk ManagementCommittee Meetings was convened and held.

Meetings of the Committee:

The Committee met One (1) time on 12th November 2019 during the financialyear ended on March 31 2020. The Composition Risk Management committee and theirattendance at the meeting are as under:-

Name of Members Category/ Designation No. of Meetings
Members entitled to attend Members attended
Mr. Manmohan Chairman 1 1
Ms. Roopa Devi Murolia Member 1 1
Mr. Deepak Kumar Bhojak Member 1 1

(v) SHAREHOLDERS MEETING

There is only one Share Holders Meeting i.e. (Annual General Meeting) held on 21stSeptember 2019 at 11:00 A.M. at R-815 New Rajinder Nagar New Delhi-110060.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investment covered under the provisions of Section-186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provision of section 177(9) & (10) of the Companies Act 2013theCompany has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. Theamended/updated Whistle Blower Policy is available on the website of the Company i.e. www.alstonetextiles.in

16. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate withthe Size of the Company and same were operating throughout the year. The Company has inhouse Internal Audit Function.

17.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financialyear 2019-20 are annexed herewith to the Financial Statements in Form No. AOC-2 (Annexure-II)

18.MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirement) 2015 is presented in aseparate section which forms part of the Annual Report under Annexure-III.

19.CORPORATE GOVERNANCE:

As per Regulation-27(2) of the SEBI (Listing Obligations and Disclosure Requirement)

Regulation's 2015 a report on Corporate Governance together with the Auditor's

Certificate regarding the compliance of conditions of Corporate Governance forms partof the Annual Report under Annexure-IV.

20. AUDITORS:

A. SECRETARIAL AUDITOR:

The Company has appointed M/s S Ravi & Associates having Membership No.54818 andC.P No. 20330 Practicing Company Secretaries to hold the office of the SecretarialAuditor and to conduct the Secretarial Audit for Financial Year 2019-20.

(i) SECRETARIAL AUDITOR'S REPORT:

The Secretarial Audit Report is annexed herewith marked as Annexure-V to thisreport in Form No. MR-3.

(ii) SECRETARIAL AUDITOR'S OBSERVATIONS:

The observations made by Auditors with reference to notes to account are Selfexplanatory and need no comments. The Board of Directors considered the matter and seekingto resolve the matter if any

B. STATUTORY AUDITOR:

At the 34th AGM held on September 21 2019 the Members approved appointmentof MAK & Co. Chartered Accountants (Firm Registration No. 028454N) asStatutory Auditors of the Company to hold office for a period of five years to hold officefor a period of five (5) Consecutive Financial Years 2019-2024. The requirement to placethe matter relating to appointment of auditors for ratification by Members at every AGMhas been done away by the Companies (Amendment) Act 2017 with effect from May 7 2018.Accordingly no resolution is being proposed for ratification of appointment of statutoryauditors in the AGM.

However A Certificate from the Auditors has been received in the last Annual GeneralMeeting of the Company to the effect that their appointment if made would be within thelimits prescribed under section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified to be appointed as statutory auditors in terms of the provisions of theproviso to section 139(1) section 141(2) and section 141(3) of the companies Act 2013and the provisions of Companies (Audit and Auditors) Rules 2014.

(i) STATUTORY AUDITOR'S REPORT:

The Auditor's Report is annexed herewith marked as Annexure- VI and forms partof the Annual Report.

(ii) STATUTORY AUDITOR'S OBSERVATIONS:

The Statutory Auditor has made following observations:-

(a) There is a pending Tax demand of 123597620/- against the company. The abovedemand was raised by the department in A.Y. 2012-13. The company has filed an appealbefore CIT(A) against demand. The appeal is pending before CIT(A). The company is hopefulto get relief from CIT(A).

(b) There is a pending Tax demand of 614721/- against the company. The above demandwas raised by the department in A.Y. 2017-18. The company has filed an appeal beforeCIT(A) against demand. The appeal is pending before CIT(A). The company is hopeful to getrelief from CIT(A).

The Board of Directors has considered this matter and the above issue will be resolvedshortly.

C. INTERNAL AUDITOR:

Mr. Piyush Jain was appointed as an Internal Auditor of the Company for the FinancialYear-2019-2020.

(i) INTERNAL AUDITOR'S REPORT:

Mr. Piyush Jain has placed the Internal Audit Report before the Audit Committee andBoard.

(ii) INTERNAL AUDITOR'S OBSERVATIONS:

Internal Auditor's Report is self explanatory and need no comments.

21.MAINTENANCE OF COST RECORDS:

Maintenance of Cost Audit Records as specified by the Central Government undersubsection (1)of Section 148 of the Companies Act 2013 is not applicable to the Companyand accordingly such accounts and records are not required to be made and maintained.Also Cost Audit is not applicable to the Company.

22.ENHANCING SHAREHOLDER VALUE:

Our Company firmly believes that its success in the market place and a good reputationis among the primary determination of value to the shareholders.

23.PARTICULARS OF EMPLOYEES:

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

1. Ratio of remuneration of each director to the median remuneration of theemployees of the company for the financial year ended 31st March 2020.

Sr. No. Name of Directors Remuneration P.A Ratio to Median Remuneration of Employees
Deepak Kumar (i) Bhojak NIL NIL

Note: No sitting fees paid to Independent Directors and Non-executive director andhence not included in the above table.

2. The percentage increase in remuneration of each director CFO CEO CompanySecretary or Manager if any in the financial year 2019-20: NIL

3. Percentage increase in median remuneration of employees in the financial year:NIL

4. The number of permanent employees on the rolls of the company as on 31stMarch 2020 is 4 (Four)

5. Affirmation that the remuneration is as per the remuneration policy of thecompany: Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 it is affirmed that the remuneration paid to theDirectors Key Managerial Personnel and senior management is as per the RemunerationPolicy of your Company.

24.DEMATERIALISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN- INE184S01016 has been allotted for the Company. Therefore the matterand/or investors may keep their shareholding in the electronic mode with their DepositoryParticipates. 89.62% of the Company's Paid-up Share Capital is in dematerialized form ason 31st March 2020 and balance 10.38% is in physical form.

25.LISTING OF SHARES:

The Company has got Listed 12748000 Equity Shares of 10/- each on Bombay StockExchange Limited in August 2015.

26.HEALTH SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

27.HUMAN RESOURCES:

People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset. The Company recognizes people as its mostvaluable asset and The Company has kept a sharp focus on Employee Engagement. TheCompany's Human Resources is commensurate with the size nature and operations of theCompany.

28.DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE

COMPANIES ACT 2013:

During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2019-2020.

29.COMPLIANCE:

The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc. The Company has compliedwith all applicable provisions of the Companies Act 2013 Listing Agreement executed withthe Stock Exchange(s) SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and other applicable rules/regulations/guidelines issued from time to time.

30.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The policy is available on the websiteof the company i.e. www.alstonetextiles.in The following is a summary of sexualharassment complaints received and disposed off during the year 2019-20

• No of complaints received: NIL
• No of complaints disposed off: N.A.

31.DEVELOPMENT& IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc other risks which considered necessary by themanagement. The Company has been addressing the various risks impacting the Company andpolicy of the Company on risk management is provided elsewhere in this Annual Report inManagement Discussion and Analysis.

32.DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

33.MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as disclosed elsewhere in the Report there have been no material changes andcommitments made between the end of the financial year of the company and the date of thisreport.

34.SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

NCLT has passed order against the Company and restrained it from alienatingencumbering and transferring the fixed assets of the Company and operating the bankaccounts of the Company vide order No. 181/271-272/ND/18.

In connection with the above restraining order passed by Hon'ble NCLT our company hasfiled a petition against the order of NCLT to allow our Company to alienating encumberingand transferring the fixed assets of the Company and operating its Bank

Accounts. We received a order from Hon'ble NCLT on 07th February 2020. NCLThas passed in favour of our Company and also passed the order that the interims orders arevacated.

35.CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy with special reference to thefollowing: NIL

Steps taken by the company for utilizing alternate sources of energy including wastegenerated: NIL

(B) Technology absorption:

Efforts in brief made towards technology absorption. Benefits derived as a result ofthe above efforts e.g. product improvement cost reduction product development importsubstitution etc.

The Company has not taken any technical knowhow from anyone and hence not applicable.The Company has not imported any technology and hence not applicable. Expenditure incurredon Research and Development: The Company has not incurred any expenditure on research anddevelopment.

(C) Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings And Outgoings 31st March 2020 31st March 2019
Earnings in Foreign Currency (FOB Value of exports) NIL NIL
Expenditure in Foreign Currency NIL NIL

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers Customers Dealers and Vendors for theirvaluable support and assistance.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder review.

The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

For and behalf of
Alstone Textiles (India) Limited
Date: 20.07.2020 Pankaj Saxena Deepak Kumar Bhojak
Place: New Delhi (Director) (Managing Director)
DIN: 08162590 DIN: 06933359

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