DIRECTORS’ REPORT Dear Shareholders, 1. Your Directors have pleasure in presenting the 22nd Annual Report together with the Audited Statement of Accounts of Alka India Limited for the year ended March 31, 2016 2. Company Performance: During the financial year ended 31st March 2016, the company has incurred operational loss of Rs. (123.59 lacs) however after providing for reversal of prior period taxes the booked profit of the company is Rs. 154.36 lacs. 3. Dividend: The Board of Directors do not recommended dividend for the year ended March 31, 2016 4. Management Discussion And Analysis The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required as per Listing Regulations, is provided as a separate section forming part of the Annual Report. 5. Directors Responsibility Statement : Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period; c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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 in the company that are adequate and were operating effectively. f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively 6. Subsidiaries The Company has no subsidiaries, associate companies or joint ventures. Pursuant to first proviso to sub- section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/ associate companies/joint ventures, Form AOC -1 is annexed herewith. 7. Corporate Governance & Management Discussion and Analysis Report : Pursuant to Schedule V of the SEBI Listing Regulations, the Corporate Governance Report along with Certificate by the Auditors of the Company on its Compliance, Management Discussion and Analysis Report forms a part of this Annual Report. 8. Corporate Social Responsibility The provisions of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet. 9. Internal Control Systems and their Adequacy The company has adequate systems of internal control covering all financial and operational activities.The internal control are designed to provide reasonable assurance with regard to maintaining proper accounting controls, protecting assets from unauthorized losses and ensuring reliability of financial and operational information and proper compliance with regulations. In the opinion of the Board, an internal control system adequate to the size of the Company is in place. 10. Directors and Key Managerial Personnel Pursuant to the provisions of Section 152 of the Companies Act, 2013 and applicable rules thereto, Mr. Ashok Panchariya, Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Your Directors recommend his reappointment for your approval. Based on the application received from one of the member proposing the candidature of Ms. Jayshree Gangurde as Independent Director, the Board of Directors of the Company at their meeting held on March 31, 2015 appointed Ms. Jayshree Gangurde as an Independent Additional Director with immediate effect, who shall hold his office till the next Annual General meeting. The proposed resolution for appointment of Ms. Jayshree Gangurde as Independent Director forms part of the Notice convening Annual General Meeting. Your Directors recommend her appointment for your approval. Based on the application received from one of the member proposing the candidature of Mr. Lalit Joshi as Independent Director, the Board of Directors of the Company at their meeting held on March 28, 2016 appointed Mr. Lalit Joshi as an Independent Additional Director with immediate effect, who shall hold his office till the next Annual General meeting. The proposed resolution for appointment of Mr Lalit Joshi as Independent Director forms part of the Notice convening Annual General Meeting. Your Directors recommend her appointment for your approval. During the period under review Mr. Anant Sharma, Non-Executive Independent Director of the Company, tendered his resignation w.e.f. March 28, 2016. The Board placed on record its deep appreciation for Mr. Anant Sharma and thanked him for his significant contributions and valuable guidance during his association with the Company. Declaration by Independent Director(s) All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation 16 and Regulation 25 of the Listing Regulations. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.The board’s performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Board’s functioning. The overall performance of the Board and Committees of the Board was found satisfactory. Nomination and Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 11. Auditors & Auditors’ Report Statutory Auditor M/s. Agrawal Jain & Gupta, Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. The Notes on financial statements referred to in the Auditors Report are self–explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark. Internal Auditor During the period under review Mr. Sunil Sureka (M.No. 139836),Chartered Accountant, is appointed as an Internal Auditor of the Company in order to conduct the Internal Audit of the Company Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vishal N. Manseta, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark. 12. Disclosures Audit Committee The Audit Committee comprises Independent Directors namely Mr. Anant Sharma, Mr. Satish Panchariya, Mr Lalit Joshi and Mr. Madanlal Purhoit (Chairman) as members. The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board. 6 meetings of the Audit Committee were held during the year. Stakeholders’ Relationship Committee The Company has a Shareholders/ Investors Grievance & share Transfer Committee to oversee grievance and redressal mechanism and recommended measures to improve the level of investor’s services and to look into and decide matters pertaining to share transfer, duplicate share certificates and related matters. The committee comprises of four directors namely: Mr. Madanlal Purhoit (Non-executive Independent), Mr. Anant Sharma (Non executive Independent), Mr. Neel Ashok Doctor (Non-executive Independent), Mr Lalit Sharma (Non executive Independent). Nomination & Remuneration Committee The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees. Nomination and Remuneration Committee met 2 times during the year. Vigil Mechanism / Whistle Blower Policy In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.alkaindia.com Meetings of Board The Board of Directors duly met 16 times during the financial year from Sept 30,2014 to March 31, 2016. The dates on which meetings were held are as follows : 21-Oct-14 28-Nov-14 20-Jan-15 4-Feb-15 31-Mar-15 11-May-15 9-Jun-15 2-Jul-15 6-Jul-15 22-Jul-15 13-Aug-15 13-Oct-15 6-Nov-15 1-Jan-16 3-Feb-16 28-Mar-16 Particulars of Loans, Investments, Guarantees by the Company The particulars of loans, guarantees and investments made/given by the Company in the year 2014 -2016 as per Section 186 of the Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report. Particulars of Contracts or Arrangements with Related Parties There were no materially significant related party transitions that may have potential conflict with the interest of Company at large with its promoters, director’s or relatives under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given. Deposits, Loans and Advances Your Company has not accepted any Public Deposits and as such, no amount on account of principal or interests on public deposits was outstanding, as on March 31, 2016. The details of loans and advances, which are required to be disclosed in the Company’s annual accounts, pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, are mentioned in Notes to accounts forming a part of this Report. Policy on Related Party Transactions: The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.alkaindia.com>policies Prevention, Prohibition and Redressal of Sexual Harassment at Workplace Company has Sexual Harassment Policy in place and available on Company’s website. During the year under review,there were no complaints from any of the employee. 13. Extract of Annual Return The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith. 14. Conservation Of Energy, Technology Absorption, Foreign Exchange The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However, the Company has been continuously and extensively using technology in its operations. There were no foreign exchange earnings and foreign exchange outgo during the year. 15. Particulars of Employees The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: During the period under review the company had 3 Executive and 5 Non Executive Director and they were not paid any remuneration etc. Further, no sitting fees have been paid to any director during the year. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: a) Employed throughout the year Nil b) Employed for part of the year Nil 16. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future There was an order passed against the Company by BSE Ltd (Exchange) on 24th August 2015 suspending the trading in securities of the Company as an interim, preventive and remedial measure for the orderly development of securities market to avoid market manipulation by certain entities. The said order was not for the particular company and/or a definite reason and/or non-compliance but was passed as an interim order as measure for better development of securities market. The Company has made the submissions and attended the hearing(s) via authorised representative after the due proceedings the abovementioned suspension was revoked w.e.f December 01, 2015. 17. Share Capital The paid up Equity Share Capital as on March 31, 2016 was Rs. 50,00,00,000. However the listing permission from the BSE for the 25,00,00,000 equity shares issued upon conversion of 25,00,00,000 Non-cumulative Preference Shares of Rs 100 is still pending. 18. Corporate Governance and Shareholders Information Your Company has taken adequate steps to adhere to all the stipulations laid down in Listing Regulations in Annual report. Certificate from Mr. Vishal Manseta, Practising Company Secretary, confirming the compliance with. A report on Corporate Governance is included as a part of this the conditions of Corporate Governance as stipulated under Schedule V: Annual Report [Regulation 34(3) and 53(f)] of Listing Regulations is included as a part of this report. 19. Listing with Stock Exchanges The Company confirms that it has paid the Annual Listing Fees for the year to BSE where the Company’s shares are listed 20. Appreciation and Acknowledgements: Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Company’s Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company at all levels. By Order of the Board of Director For ALKA INDIA LIMITED Sd/- Ramakant Gokulchand Chairman & Managing Director Registered Office : E-211, Crystal Plaza, Opp. Fame Adlabs, New Link Road, Andheri (W), Mumbai - 400 053. Place : Mumbai Date : 11th May, 2016 |