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Ashok Alco-Chem Ltd.

BSE: 524594 Sector: Industrials
NSE: ASHOKALCO ISIN Code: INE994D01010
BSE 11:29 | 25 Jan 97.90 2.05
(2.14%)
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97.90

HIGH

98.00

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NSE 05:30 | 01 Jan Ashok Alco-Chem Ltd
OPEN 97.90
PREVIOUS CLOSE 95.85
VOLUME 1209
52-Week high 124.35
52-Week low 58.20
P/E 13.48
Mkt Cap.(Rs cr) 45
Buy Price 95.45
Buy Qty 50.00
Sell Price 97.90
Sell Qty 51.00
OPEN 97.90
CLOSE 95.85
VOLUME 1209
52-Week high 124.35
52-Week low 58.20
P/E 13.48
Mkt Cap.(Rs cr) 45
Buy Price 95.45
Buy Qty 50.00
Sell Price 97.90
Sell Qty 51.00

Ashok Alco-Chem Ltd. (ASHOKALCO) - Director Report

Company director report

The Members

Ashok Alco-Chem Limited

Your Directors are pleased to present their 29th Annual Report together with theAudited Financial Statements of your Company for the year ended 31st March 2021. Thesection on the Management Discussion and Analysis (MD&A) forms a part of this report.

FINANCIAL RESULTS

The following figures summaries the financial performance of your Company during theyear under review:

(Rs in Lakhs)

Particulars

Standalone

Consolidated

2020-21

2019-20

2020-21

2019-20

Income from Operations

1557.04

11203.50

2001.80

11250.80

Other Income

712.95

656.01

697.70

655.38

Total Income

2269.99

11859.51

2699.50

11906.18

Less : Total Expenditure

1753.08

12494.15

2197.26

12643.79

Profit/(Loss) before Interest Depreciation and Tax

516.91

(634.64)

502.23

(737.61)

Less : Interest

4.01

64.23

31.48

64.23

Profit/(Loss) before Depreciation and Tax

512.90

(698.87)

470.75

(801.84)

Less : Depreciation

11.41

62.02

57.59

64.78

Profit/(Loss)before Tax

501.49

(760.89)

413.17

(866.62)

Less : Tax Expenses
Current Tax

(91.15)

-

(91.15)

-

Deferred Tax

(31.50)

134.62

19.54

132.68

Tax adjustment earlier year

-

21.79

-

21.79

Profit/(Loss)for the year

378.85

(604.47)

341.56

(712.15)

Add: Other Comprehensive Income

-

-

-

-

i. Re-measurement gain/(loss) on the Defined Benefit Plans

0.05

(33.81)

(0.81)

(33.81)

ii. Income tax on (Iabove

0.01

8.51

0.21

8.51

Total Comprehensive Income for the year

378.88

(629.77)

340.96

(737.45)

 

OVERVIEW OF THE FINANCIAL PERFORMANCE

The Company had made local sales of Rs. 652.50 Lakhs and export sales of Rs. 904.54Lakhs during the FY 2020-21 asagainst local sales of Rs. 130.85 Lakhs and export sales ofRs. 2248.58 Lakhs in previous financial year. The Other income for the FY 2020-21 stoodat Rs. 712.95 Lakhs as against Rs. 656.01 Lakhs in previous financial year. The drop inthe top line and production figures was mainly due to the closure of the manufacturingactivity. However due to reduction in expenditure the Company reported a net profitafter tax of Rs. 378.85 Lakhs as against net loss after tax of Rs. 604.47 Lakhs inprevious financial year.

In the backdrop of COVID-19 scenario Financial Year 2020-2021 was a challenging yearparticularly due to imposition of nationwide lockdown during the first quarter. As aresult country's overall economy witnessed the sharpest decline in the first quarter offiscal 2021. The Company's trading activity also get hampered in that period. With thestart of operation from 5th May 2020 the activity level gradually picked up the pacefrom second quarter onwards. The management of the Company is striving hard to explore newbusiness opportunities .

With the acquisition of Aeon Procare Private Limited and Aeonx Digital SolutionsPrivate Limited your Company has deepened its footprint in the business/services ofmineral-based pharmaceutical intermediates and Information technology respectively.

OPEN OFFER

Pursuant to the Share Purchase Agreement dated 25thAugust 2020entered into between Mr.Manan Chetan Shah and the promoter shareholders of Aura Alkalies and Chemicals PrivateLimited ("Aura") i.e. Mr. Sunil Shah and HK DealersPrivate Limited and after the mandated Open Offer process Mr. Manan Chetan Shah hasacquired 100% equity shares of Aura from its promoter shareholders on 15th June 2021.

Accordingly Mr. Manan Chetan Shah has acquired 685 shares directly through open offerand indirect control of 2518632 (54.75%) equity shares held by Aura in the Company.

Pursuant to the transfer and mandated open offer Mr. Sunil Shah & M/s. HK DealersPvt. Ltd. Persons belonging to the Promoter/Promoter group have requested the Company toreclassify them from being a "Promoter Category"to "Public Category" Shareholder of the Company and Mr.Manan Shah has requested that he be classified as a Promoter of the Company.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES AND THEIR DECLINED CONTRIBUTION TO OVERALLPERFORMANCE OF THE COMPANY

The Profit before tax from subsidiaries of your Company has increased by 16.46% ascompared to FY 2019-20. It has contributed Rs. (88.34) Lakhs towards Loss before Taxduring the year as compared to Rs. 105.74 Lakhs Profit before Tax during FY 2019-20.

Aeonx Digital Solutions Private Limited made a Net Profit after Tax of Rs. 95.05 Lakhsand Aeon Procare Private Limited made a Net Loss after Tax of Rs. 132.35 Lakhs.

Aeonx Digital Solutions Private Limited (Aeonx) is working in the domain ofApplications Managed Services (AMS) with ERP Implementations and maintenance of SAPOracle and Microsoft as major ERP products. Aeonx also develop solutions in Public andPrivate Cloud which includes DevOps Migrations and cloud management. These solutions fallunder the category of Infrastructure as a Service (IAAS) platform as a service (PAAS) andsoftware as a service (SAAS).

Aeon Procare Private Limited (Aeon) is anISO 9001:2015 (Quality Management System) andISO GMP (Good Manufacturing Practices) certified company. Aeon have successfullyobtainedGMP certificate Product Permission List & GLP (Good Laboratory Practices)certificate by Gujarat FDA.R&D team is continuously working towards development ofvalue-added minerals/natural products to helps us extend our offering to the targetmarket.

IMPACT OF COVID - 19 PANDEMIC

During the FY 2020-21 due to continue outbreak of the Coronavirus (Covid-19)pandemicsituation in the country and nationwide lockdown in India to contain the outbreak ofCovid-19 disruption of all economic activities across India. The emerging pandemic had anadverse impact on the Company's export-based trading business in the last financial year.

In view of the outbreak of the pandemic the Company took timely and essential measuresto ensure the safety and well-being of all its employees and observed all the governmentadvisories and guidelines thoroughly and in good faith.

DIVIDEND

Considering the performance of the Company and to appropriately reward the Members ofthe Company your Directors are pleased to recommend a dividend of Rs. 0.50/- (i.e. 5%)per equity share of Rs. 10/- each for the financial year ended 31st March 2021. Thisdividend is subject to the approval of the Members at the ensuing Annual General Meetingand if declared Members whose names appear on the Register of Members on record date i.e.8th September 2021will be entitled to dividend.

In the previous year the Company paid a dividend of Re. 0.5/- per equity share (i.e.5%)of Rs. 10/- each of the Company.

TRANSFER TO GENERAL RESERVES

Your Directors do not propose transfer of any sum to the general reserves.

SHARE CAPITAL

During the financial year 2020-21 there is no change in the authorized issuedsubscribed and paid-up share capital of the Company. As on 31stMarch 2021 the Company ishaving authorized share capital of Rs.70000000/- comprising of 5000000 equity sharesofRs 10/- each and 2000000 11% preference shares of Rs 10/- each.

The issued subscribed and paid-up equity share capital of the Company as on 31stMarch 2021 is Rs. 46003430/- comprising of 4600343 equity shares of Rs. 10/- each.

During the year under review the Company has not issued shares with differentialrights as to dividend voting or otherwise or bought back any of its securities. TheCompany has not issued any sweat equity/bonus shares/employee stock option plan under anyscheme.

HOLDING COMPANY

Aura Alkalies and Chemicals Private Limited continues to be Holding Company of theCompany by holding 2518632 Equity Shares of the Company i.e. 54.75% at the end of thefinancial year 31stMarch 2021. However pursuant to the share purchase agreement enteredby the shareholder of Holding Company 100% shares are acquired by Mr. Manan Shah on 15thJune 2021 after the mandated open offer.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

As on date your Company is a holding company of Aeonx Digital Solutions PrivateLimited(formerly known as Ashwa Minerals Private Limited) and Aeon Procare PrivateLimited.

Your Company does not have any Associate or Joint Venture Companies within the meaningof Section 2(6) ofthe Act.

Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiary in Form AOC-1 is attachedto the financial statements ofthe Company.

Further pursuant to the provisions of Section 136 ofthe Act the audited standaloneand consolidated financial statements and other relevant documents and audited accounts ofthe said subsidiary company are available on the website of the Companyathttp://www.ashokalcochem.com/InvestorUpdate.html

PROMOTERS

There has been no change in the shares of the Company under the "Promoter and Promoter Group" for the year ended 31st March 2021. The present promoters of theCompany are:

Sr. No. Name

No. of Shares held

% to total paid up capital

1. Aura Alkalies and Chemicals Private Limited

2518632

54.75

2. Mr. Sunil Shah

1000

0.02

3. HK Dealers Private Limited

1000

0.02

Total Promoters' holding

2520632

54.79

 

However Mr. Sunil Shah & M/s. HK Dealers Private Limited had requested tore-classified as "PublicCategory" and Mr. Manan Shahhad requested to re-classified as "Promoter Category"pursuant to transfer of shares of Holding Company and mandated open offer. The Board hadconsidered the application and recommended for approval of Members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Appointment /Re-appointment

The Board had appointed Mr. Deepak Bhardwaj as Chief Executive Officer Mr. JitendraKumar Jain as Chief Financial Officer and Mr. Krupal Upadhyay as Company Secretary andCompliance Officer in their Meeting held on 10th February 2021.

Further During the closure of financial year Mr. Manan Shah was co-opted on the Boardas Non-Executive Non-Independent Director on the Board of the Company w.e.f 10th August2021 and Mr. Ketan Shrimankar was co-opted as Non-Executive Independent Director oftheCompany for a period of five years w.e.f 10th August 2021.

The Board recommends appointment of Mr. Manan Shah as Non-Executive Director and Mr.Ketan Shrimankar as an Independent Director of the Company at the ensuing annual generalmeeting.

The Board is of the opinion that the Independent Directors appointed during the yearunder review are person(s) of integrity and possess core skills/expertise/competencies(including the proficiency) as identified by the Board of Directors as required in thecontext of Company's business(es) and sector(s) for the Company to function effectively.

Resignation

During the year Ms. Seema Gangawat Company Secretary & Compliance Officer hadresigned w.e.f 1st February 2021.

Further after the closure of financial During the year under review Mr. Sunil ShahNon-Executive Promoter Director resigned w.e.f 10th August 2021.

Your Board takes this opportunity to express its appreciation for the valuablecontribution made by Mr. Sunil Shah and Ms. Seema Gangawat during their tenure in theCompany.

Independent Directors

The following Non-Executive Directors are Independent Directors in terms of theprovisions of section 149(6) of the Actread with the provisions of the SEBI (ListingObligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "ListingRegulations").

a) Mr. Manoj Ganatra

b) Mr. Shekhaar Shetty

c) Mrs. Hina Shah

d) Mr. Ketan Shrimankar (Appointed w.e.f 10th August 2021)

The said Independent Directors are not liable to retire by rotation. The Company hasreceived declarations from all the Independent Directors confirming that:- they meet thecriteria of independence as prescribed under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations and are independent from the management and there hasbeen no change in the circumstances which may affect their status as independent directorduring the year.

- they have registered their names in the Independent Directors' Databank.

Non-Executive Directors

The Non-Executive Directors were not paid any remuneration other than the sitting feesand reimbursement of expenses incurred by them for the purpose of attending meetings ofthe Company.

Key Managerial Personnel (KMP)

In terms ofthe provisions of Section 2(51) and Section 203 ofthe Act the following arethe KMP ofthe Company:

a) Ms. Seema Gangawat - Company Secretary & Compliance Officer (ceased w.e.f01/02/2021)

b) Mr. Deepak Bhardwaj - Chief Executive Officer (Appointed w.e.f 11/02/2021)

c) Mr. Jitendra Kumar Jain - Chief Financial Officer (Appointed w.e.f 11/02/2021)

d) Mr. Krupal Upadhyay - Company Secretary & Compliance Officer (Appointed w.e.f15/02/2021)

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met seven times during the financial year 2020-21viz. on 8th April 2020 26th June 2020 14th September 2020 9th November 2020 22ndDecember 2020 10th February 2021 and 30th March 2021. The details of attendance ofrespective directors are given in the Corporate Governance Report. The intervening gapbetween the two meetings was within the period prescribed under the Act and Regulation 17of the Listing Regulations.

BOARD COMMITTEES

As per the applicable provisions of the Act and the Listing Regulations the Companyhas formed the following statutory committees.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee.

Detailed information of all the Committees and relevant information for the year underreview are set out in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of the Act and the Part D of Schedule II of ListingRegulations the Company has formed and implemented Nomination and Remuneration Policy andthe same is available on the Company's website atwww.ashokalcochem.com/InvestorUpdate.html

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.

The Company's familiarization programme for Independent Directors is posted on theCompany's website at www.ashokalcochem.com/InvestorUpdate.html

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations annual performanceevaluation of the Board its Committee and of individual Directors has been made.

The manner in which the evaluation has been carried out forms part of the CorporateGovernance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read withSection 134(5) of the Act your Company'sDirectors based on the representations received from the management confirm that:

a. the applicable Accounting Standards have been followed in the preparation of theannual accounts along with the proper explanation relating to material departures if any;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and the profit andlossofthe Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Cautionary Statement

Statements made under this section describing the Company's projections estimates andexpectations may be "forward-lookingstatements" within themeaning of applicable securities laws and regulations. Important factors that could make adifference to the Company operations include among others economic conditions affectingdemand/supply and price conditions in the domestic and overseas markets in which theCompany operates changes in government regulations tax laws and other statutes andincidental factors.The information provided in Economy Outlook and Industry ScenarioOutlook section is based on our internal study which is not prejudice.

Although the expectations are based on reasonable assumptions the actual results mightdiffer.

Economy Outlook

Global economic activity which was already under protracted pressure since 2018 contracted sharply in 2020 due to the Covid-19 pandemic. Accordingto the IMF decline in global output in 2020 is estimated at 3.3 per cent which isunprecedented in the manner it impacted economic performance across sectors and geographicregions. The output loss was even higher for advanced economies which contracted by 4.7per cent compared to the 2.2 per cent decline in emerging market and developingeconomies.

India also recorded a steep contraction in output in 2020-21. According to theprovisional estimates released by the Central Statistics Office (CSO) on 31st May 2021decline in India's Gross Domestic Product (GDP) for 2020-21 is estimated at 7.3 per centcompared to a 4 per cent growth in the previous year. Both industry and services wereseverely impacted. In contrast agriculture grew at 3.6 per cent in 2020-21.

Even as the uncertainty and challenges posed by the Covid-19 pandemic continue theworld is better placed today than a year ago armed with multiple vaccines and more effective therapies to combatthe infection as well as having gradually adapted to a pandemic-appropriate way of goingabout its business. Significant policy support by governments across the globe have alsocontributed to an improved outlook.

Industry Scenario Outlook

Mining is an essential industry that will provide key materials needed for thecountry's infrastructure development. Mining is one of the core sectors and growth driverof Indian economy. The rapid spread of COVID-19 has disrupted operations acrossindustries and mining sector is no exception.

The COVID-19 pandemic has affected every industry and has disrupted trade supplychains work and business models employment and consumer behaviors. Nevertheless theGovernment of India helped industries brave the aftermath of the pandemic and as such hasinitiated several steps/reforms which aimed to impact the sectors which are considered newhorizons of growth with the aim to unleash new investment boost production and createjobs. Your Company focuses on businesses like trading of minerals mineral basedpharmaceutical intermediates and information technology services through its subsidiaries.

Segment-wise Performance

Your Company's overall Profit after Tax for financial year 2020-21 was stood at Rs.378.85Lakhs against Loss of Rs. 604.47Lakhs in financial year 2019-20.

The Total Comprehensive Income of your Company for FY 2020-21 was Rs. 378.88 Lakhsagainst Loss Rs. (629.77) Lakhs in financial year 2019-20.

Opportunities Threats Risks and Concerns

Although the ill-timed pandemic has cast its shadow on the Company's fledginginitiatives the medium to long-term outlook for mineral based pharmaceuticalintermediates and information technology services remain encouraging. Pharma Nutra andCosmetics Industry has been doing very well and presents opportunities for growth.Consumers across the globe are moving from synthetic to natural ingredients thus creatingever increasing demand for natural products which is expected to encourage the businessof the subsidiary viz. Aeon Procare Pvt. Ltd.

With the significant increase in remote working companies realized that cloud-basedservices are far more scalable and affordable than their on-premises counterparts. Itwould be surprising not to find an increase in investment in could-based services andstorage which would in turn increase the pressure to remove costly on-premise datacenters in favor of a cloud-only approach. This will translate into the need for datamanagement products that embrace cloud storage and make the critical data of SAP on AWSenvironment and various other cloud-based platforms. IT Service business of the subsidiaryviz. Aeonx Digital Solutions Pvt. Ltd. are highly experienced at moving infrastructure tothe cloud in the most seamless and transparent way possible.

The Company is looking out to augment its mineral trading activity but volatile marketscenario and covid - 19 has affected the supply chain. Nevertheless the Company willcontinue to pursue mineral trading opportunities which is within the spear of itscompetencies.

Financial Performance

Financial performance achieved by your Company during the year under review is asdisclosed in this Report under the head "Financial Results" and "Overviewofthe Financial Performance".

Internal Control Systems and Adequacy

Your Company has a well-placed suitable and adequate internal control systemcommensurate with the size scale and complexity of its operations which ensure;

- Reliable and accurate financial reporting

- Keeping constant check on cost structure

- Prevention and detection ofthe frauds and errors

- Assurance of orderly and efficient conduct of operations

- Safeguarding of assets

The Company is committed to good corporate governance practices and facilitates timelydetection of any irregularities and early remedial steps against factors such as loss fromunauthorized use and disposition. Company policies guidelines and procedures provide foradequate checks and balances which are meant to ensure that all transactions areauthorized recorded and reported correctly. The internal controls are continuouslyassessed and improved/modified to meet changes in business conditions statutory andaccounting requirements.

Statutory Auditors of the Company has audited the financial statements included in thisannual report and has issued report on our internal control over financial reporting (asdefined in section 143 ofthe Act.)

The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the Internal Auditorsreports the process owners undertake corrective actions in their respective areas andstrengthen the area of controls.

Every quarter the Audit Committee of the Board of Directors oversight the activitieswhich mainly include:

- Reviewing the significant audit observations the corrective steps recommended andtheir implementation status.

- Reviewing of Financial reports and other financial information and communicatingwith the regulators.

- Reviewing the internal financial controls system and procedure governance and riskmanagement.

Human Resource and Industrial Relations

As on 31st March 2021 the Company had a total head count of 5. The Directors wish toplace on record their appreciation for the contributions made by the employees to theCompany during the year under review at all levels.

Details of Significant Changes in Key Financial Ratios:

Particulars

FY 20-21

FY 19-20

Debtors Turnover Ratio (Number of Days) (Avg Debtors/Sale )

1.58

5.68

Interest Coverage Ratio (EBIT/Interest )

126.20

(10.85)

Current Ratio (CA/CL)

3.46

2.37

Operating Profit Margin ( in % ) (EBIT )/net revenue

32.47%

(6.22%)

Net Profit Margin ( in % ) Net Profit/ net revenue

24.33%

(5.40%)

Return on Net Worth ( in % )

9.47%

(16.59%)

 

*not comparable due to the closure of manufacturing activity.

PARTICULARS OF EMPLOYEES

Information as persection 197 of the Actread with the Rule 5 of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended from time to time formspart of this report as "Annexure A".

Further none of the employees of the Company were in receipt of remuneration in excessof the limits as set out under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended from time to time.

AUDITORS

Statutory Auditors and Auditors Report

M/s. R A Maru & Associates Chartered Accountants (Firm Registration No. 141914W)were appointed as statutory auditors of the Company at the 25th AGM held on September 222017 for a period of five years from the conclusion of the 25thAGM until the conclusionof the 30th AGM. The Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

Cost Auditors and Cost Audit Report

The provision of the Section 148 read with Rule 4(2) of the Companies (Cost Records andAudit) Rules 2014 inter alia states that the Company shall get its cost records auditedif the overall annual turnover of the company from all its products and services duringthe immediately preceding financial year exceeds Rs100 crores.

Since the Company's overall annual turnover during the immediately preceding financialyear does not exceeds Rs. 100 crores it is not required to appoint the Cost Auditors forthe financial year 2021-22.

Secretarial Auditors and Secretarial Audit Report

M/s. Jay Mehta & Associates Company Secretaries were re-appointed as secretarialauditors to conduct the secretarial audit of the Company for the financial year 2020-21.

The Secretarial Audit Report in Form MR-3 is annexed to this report as "Annexure B".

The Secretarial Audit Report for the financial year 2020-21 contains the followingobservations:

a) The Chief Executive Officer had resigned on 1st December 2019. In accordance withthe provisions of section 203(4) of the Companies Act 2013 the said vacancy was requiredto be filled by the Board within a period of six months from the date of such vacancy.However the Company has filled the said vacancy vide appointment of Mr. Deepak Bhardwajas Chief Executive Officer w e.f. 11th February 2021.

b) The Chief Financial Officer had resigned on 21st February 2020. In accordance withthe provisions of section 203(4) of the Companies Act 2013 the said vacancy was requiredto be filled by the Board within a period of six months from the date of such vacancy.However the Company has filled the said vacancy vide appointment of Mr. Jitendrakumarjain as Chief Financial Officer w e.f. 11th February 2021.

Board's Explanation / Comments on above observations:

The Company was looking for suitable candidates for the vacancies caused by resignationof Chief Executive Officer and Chief Financial Officer however due to persistingCovid-19 related restrictions and work from home policy adopted by the Company; theappointment process got a bit stretched.

Internal Auditors and Internal Audit Report

M/s. N.P. Patwa & Co Chartered Accountantswere re-appointed as an InternalAuditors of the Company for the Financial Year 2020-21. The Audit Committee reviews thefindings made by the Internal Auditors in their Report on quarterly basis and makesnecessary recommendations to the management.

REPORTING OF FRAUDS

During the year under review the Statutory Auditors have not reported any instances offrauds committed in the Company by its Officers or Employees to the Audit Committee /Central Government under Section 143(12) of the Act read with Rule 13 of the Companies(Audit and Auditors) Rules 2014.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Act read with Regulation 22of ListingRegulations the Company has formulated and adopted vigil mechanism / WhistleBlower policy to enable the Directors and employees to report about unethical behavior andinstances of fraud or mismanagement if any. The mechanism provides for adequatesafeguards against victimization of employees and Directors to avail of the mechanism andalso provide for direct access to the Chairman of the Audit Committee in exceptionalcases.

The policy can be accessed at the website ofthe Company atwww.ashokalcochem.com/InvestorUpdate.html During the year under review no compliant hasbeen received under the Whistle Blower Policy (Vigil Mechanism).

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 forms part of the notes to the financial statements provided in thisannual report.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions. The said policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website atwww.ashokalcochem.com/InvestorUpdate.html

During the year under review the Company has entered into a transaction with relatedparty which is not materially significant and does not have a potential conflict with theinterest of the Company at large. Hence the disclosure in the requisite Form AOC-2 is notrequired. However the details relating to Related Party Transaction is provided in theNote No. 37 of Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

The Company had reported average loss during the last three financial year hence theprovisions of Section 135 (1) read with Section 135 (5) of the Act pertaining to CorporateSocial Responsibility were not applicable to the Company for the FY 2020-21. As a resultduring the year under review the Company was not obliged to spend any amount towards/ wasnot required to undertake any CSR activity and hence the annual report on CSR is notfurnished with this report.

However in terms of the provisions of Section 135 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the terms of reference details of meetingsheld during the year attendance of Members and details pertaining to composition of CSRCommittee are included in Corporate Governance Report which forms part ofthis Report.

The CSR policy can be accessed at the website ofthe Company atwww.ashokalcochem.com/InvestorUpdate.html

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. In line with corporate bestpractices the Company assesses the risks in the internal and external environment whichwill monitor evaluate and execute all mitigation actions in this regards and takes allmeasures necessary to effectively deal with incidences of risk. Adequate risk managementframework capable of addressing the risks is in place.

ANNUALRETURN

In accordance with the provisions of section 92(3) of the Act the copy of AnnualReturn of the Company is available on its websitehttp://www.ashokalcochem.com/InvestorUpdate.html

CORPORATE GOVERNANCE

Your Company observes high standards of corporate governance in all areas of itsfunctioning with strong emphasis on transparency integrity and accountability. Asrequired under the Listing Regulations a detailed report on corporate governance alongwith the auditors' certificate thereon forms part of this report as "Annexure C".

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THEREPORT

COVID-19 and the associated lockdowns across countries have triggered aonce-in-a-century crisis for the society and economy during the FY 2020-21. There has beensevere disruption to regular business operations due to lock-down.

Covid-19 has cast a shadow on the quantum of trading and thereby the revenues of theCompany in FY 2020-21.

PUBLIC DEPOSITS

TheCompany has not accepted any deposit within the meaning of Section 73 and74 of theAct read with the Companies (Acceptance of Deposits) Rules 2014 during the year underreview.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and the operations of the Company.

DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have Demat Suspense Account / Unclaimed Suspense Account.Accordingly the disclosure required to be made as per Schedule V (F) of ListingRegulations is not applicable.

TRANSFER OF UNCLAIMED SHARES TO IEPF ACCOUNT

A) Transfer of shares

In accordance with the second proviso to sub-rule (1) to Rule 6 of the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 as amended from time to time read with the explanation to Rule 6(1) inserted videthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Second Amendment Rules 2019 effective from 20th August 2019 the Company wasrequired to transfer the shares in respect of which dividend has been transferred toInvestor Education and Protection Fund on or before the 7th September 2016 in the name ofInvestor Education and Protection Fund.

In terms of the above provisions the Company has initiated to transfer 6600 underlyingshares with respect to the dividend declared in the financial years 1996-97 1997-98 and1998-99 and consequently transferred to IEPF account. Accordingly the Company has sentindividual notice to all the Members whose shares were due to be transferred to the IEPFAuthority and had also published newspaper advertisement in this regard. The said shareswere be transferred to IEPF Authority. Accordingly the Company had transferred 2100shares belong to FY 1996-97 to IEPF.

The details of the concerned Members including their folio number or DP ID - Client IDand the number of shares to be transferred to the Demat Account of IEPF are available onthe Company's website at www.ashokalcochem.com under the sectionhttps://www.ashokalcochem.com/InvestorUpdate.html..

B) Claim from IEPF Authority

Members or their legal heir as the case may be can claim the unclaimed dividendamount and / or shares transferred to IEPF by making an online application to the IEPFAuthority through Form IEPF-5 available on the website of the Authority www.iepf.gov.inand in the manner specified under IEPF Rules.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

In accordance with the provisions of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has put in place a Policyon Prevention of Sexual Harassment at Workplace which provides for protection againstsexual harassment of women employees at workplace and for prevention and redressal of suchcomplaints.

The Company has constituted Internal Complaints Committee (ICC) and has 5 members inthe ICC.

Disclosure for complaints received / disposed of by ICC for FY 2020-21:

a. number of complaints filed during the financial year : Nil
b. number ofcomplaints disposed ofduring the financial year : Nil
c. number of complaints pending as on end of the financial year : Nil

 

PENDING APPLICATION OR PROCEEDING UNDER THE INSOVENCYAND BANKRUPTCY CODE 2016

There is no application made or proceeding pending under the Insolvency and BankruptcyCode 2016 (31 of 2016) during the year against the Company as at the end of the financialyear.

DETAILS OF SETTELEMENT WITH THE BANKS OR FINANCIAL INSTITUTION

There is no one time settlement with the Banks or Financial Institutions for the FY2020-2021.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOConservation of energy:

(i) The steps taken or impact on conservation of energy - Nil

(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil

(iii) The capital investment on energy conservation equipment - Nil Technologyabsorption: Nil

(iv) The expenditure incurred on Research and Development - NIL

Foreign exchange earnings and outgo

(Amount in Rs. )

Particulars

2020-2021

2019-2020

i. Foreign Exchange used

Nil

828372

ii. Foreign Exchange earned

90454126

432620325

 

ACKNOWLEDGMENT

The Board take this opportunity to express and place on record their appreciation forthe continued support cooperation trust and assistance extended by shareholdersemployees customers principals vendors agents bankers financial institutionssuppliers distributors and other stakeholders ofthe Company.

For and on behalf of the Board
Sd/- Sd/-
Place: Mumbai Manan Shah Manoj Ganatra
Date: 20th August 2021 Director Director
(DIN:06378095) (DIN: 00568914)

 

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