To The Members of Alchemist Corporation Limited
DIRECTORS REPORT TO THE MEMBERS
The Directors are pleased to present Annual Report and Audited Accounts for the
financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
Audited Financials Results Standalone
| Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
| Net Sales/Income from Operations |
0.15 |
5.70 |
| Other Income |
- |
28.52 |
| Total Income |
0.15 |
34.21 |
| Total Expenses |
17.94 |
24.31 |
| Profit/(Loss) before exceptional items and tax |
(17.79) |
9.90 |
| Exceptional Items |
|
|
|
- |
(171.11) |
| Diminution in the value of Investment |
|
|
| Profit / (Loss) Before Taxation |
(17.79) |
(161.21) |
| Deferred Tax/Current Tax |
- |
(0.09) |
| Profit / (Loss) After Taxation |
(17.79) |
(161.12) |
| Surplus / (Deficit) carried to Balance Sheet |
|
|
| Earning per equity share (for continuing operation) |
|
|
| - Basic |
(0.36) |
(3.279) |
| - Diluted |
(0.36) |
(3.279) |
Audited Financials Results - Consolidated
| Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
| Net Sales/Income from Operations |
0.15 |
5.70 |
| Other Income |
- |
28.52 |
| Total Income |
0.15 |
34.21 |
| Total Expenses |
18.26 |
24.75 |
| Profit/(Loss) before exceptional items and tax |
(18.11) |
9.46 |
| Exceptional Items |
|
|
|
- |
(171.11) |
| Diminution in the value of Investment |
|
|
| Profit / (Loss) Before Taxation |
(18.11) |
(161.64) |
| Deferred Tax/Current Tax |
- |
(0.09) |
| Profit /(Loss) After Taxation and before Minority Interest |
(18.11) |
(161.56) |
| Earning per equity share (for continuing operation) |
|
|
| - Basic |
(0.37) |
(3.290) |
| - Diluted |
(0.37) |
(3.290) |
OPERATIONS
The turnover of the company for the period under review was Rs. 0.15 Lakhs as against
Rs. 5.70 Lakhs in the previous year. While a loss of Rs (17.79) Lakhs in current year as
against a Loss of Rs. (161.12) Lakhs in the previous year.
CAPITAL STRUCTURE
During the current year, the Company has not received any additional Capital. Total
paid up Paid up Share Capital of the Company as on 31st March, 2023 is Rs.
49,143,330/-
DIVIDEND
In view of loss during 2022-2023, Your Directors have not recommended any dividend for
the financial year 2022-2023.
RESERVE
The Board of Directors of the Company does not propose any amount to carry to any
reserve for the financial year ended
2023.
FIXED DEPOSIT
Your Company has not accepted any Fixed Deposits during the year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes or commitments have occurred between the end of the financial year
to which the financial the date of this report, affecting the financial position of the
company.
STATUTORY AUDITORS (APPOINTMENT)
The Company at its 27th AGM held on 29th September 2020 appoints, M/s S.
Kumar Goel & Company, Chartered Accountants, Ghaziabad, having Firm Registration
Number 05275C allotted by The Institute of Chartered Accountants of India, as Statutory
Auditors of the Company to hold office from the conclusion of 27th AGM till the
conclusion of the Annual General Meeting for the Financial Year 2022-2023 at such
remuneration as may be mutually determined between the said Auditors and the Board of
Directors of the company. "The Company has obtainednecessarycertificateunder Section
141 of the Companies Act, 2013 from them conveying their eligibility for being statutory
auditor of the Company.
AUDITORS REPORT
The observations/qualifications of the Auditors in the Auditors Report are explained
and clarified, wherever necessary, in the appropriate Notes to the Accounts.
REPORTING OF FRAUD BY AUDITORS:
During the year under review, neither the statutory auditors nor the secretarial
auditors has reported to the audit committee, under
Section 143(12) of the Companies Act, 2013, any instances of fraud committed against
the Company by its officers or employees, the details of which would need to be mentioned
in the Boards Report.
INTERNAL AUDITOR
The Company has appointed M/s. AAAM & Co. LLP Chartered Accountants (Firm
Registration No. 08113C/C400292) as an Internal Auditor of the Company for the FY 2022-23,
to conduct internal audit of the Company.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Datt
Ganesh & Associates, Company Secretaries as its Secretarial Auditor to conduct the
Secretarial Audit of the Company for the financial year 2022-23. The Report of Secretarial
Auditor (Form MR - 3) is the report as "Annexure - I".
PREVENTION OF INSIDER TRADING:
In compliance with the provisions of Securities Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of
practices and procedures for fair disclosure of unpublished price sensitive information to
preserve the confidentiality of price sensitive information to prevent misuse thereof and
regulate trading by designated persons. The code of practices and procedures for fair
disclosure of unpublished price sensitive information is also available on the Companys
website.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, extract of annual return in Form MGT-9 is
annexed to the report as "Annexure - II".
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING AND OUTGO:
The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 regarding Conservation of Energy, Research & Development,
Technology Absorption and Foreign Exchange Earning and Outgo is annexed to the report as
"Annexure - III".
MANAGEMENT DISCUSSION & ANALYSIS
A Separate report on Management discussion and analysis relating to business and
economic environment surrounding your company is annexed as a part of this report as "Annexure
- IV".
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance.
Your Directors adhere to the requirements set out by the Securities and Exchange Board of
Indias Corporate Governance practices and have implemented all the stipulations
prescribed. Corporate Governance report is annexed as apart of this report as "Annexure-V".
PARTICULARS OF EMPLOYEES
None of the Employees of the Company draws remuneration exceeding the limits prescribed
under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 read with Section 197 of the Act, hence the statement required under the said is not
required to be annexed.
ANNUAL ACCOUNTS OF SUBSIDIARY
As per the provisions of Sec 129 (3) of the Companies Act, 2013 read with rule 5 of the
Companies (Accounts) Rules, 2014, the company has prepared a statement containing salient
features of Financial Statement of subsidiary in the prescribed Form AOC – 1 which is
annexed as "Annexure-VI" for the year 2022-23.
The Consolidated Financial Statements have been presented in the Annual Report.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
There are Four directors as on date i.e. Ms. Pooja Rastogi, Managing Director, Mrs.
Meena Rastogi, Non Executive Director, Mrs Sheetal Jain , Non-Executive Director, Mr.
Sanjeev Kumar, Independent Director, Mr. Kailash, Independent Director.
Director coming up for retire by rotation
Mrs. Sheetal Jain (DIN: 00269470), Director of the Company retires by rotation and
being eligible and offers herself for re-appointment. Your Director recommends her
reappointment. Appointment of Mrs. Meena Rastogi is in compliance with the provisions of
Section 164(2) of the Companies Act, 2013.
Independent Director
Pursuant to the provisions of Section 149 and other applicable provisions of the
Companies Act, 2013 with respect to appointment and tenure of the Independent Directors
which came into effect from April 1, 2014, the Independent Directors shall be appointed
for not more than two terms of five years each and shall not be liable to retire by
rotation. The Term shall be effective prospectively
During the year, under review the below mentioned are the appointments and resignations
on various positions:
Appointment of Directors& Key Managerial Personnel
| S. No. Name of Directors/KMP |
Designation |
Date of appointment |
| 1. Mrs. Sheetal Jain |
Non-Executive Director |
09 August, 2022 |
| 2. Mrs. Meenakshi |
Company Secretary |
23 January, 2023 |
| 3. Mr. Kailash |
Independent Director |
27 March, 2023 |
Resignation of Directors & Key Managerial Personnel
NIL
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the company.
Pursuant to section 2 (51) and section 203 of the act read with Rules framed there under:
1. Ms. Pooja Rastogi, Managing Director
2. Mr. Tushar Rastogi, Chief Financial Officer;
3. Mrs. Meenakshi, Company Secretary & Compliance Officer.
NUMBER OF MEETINGS OF THE BOARD
During the period commencing from 1stApril, 2022 and ending on 31stMarch,
2023, the board of directors of the company meet on the following dates on 27th
May,2022; 21st July, 2022; 9th August, 2022; 30th August, 2022, 14th
November, 2022; 07th January, 2023, 23rd January, 2023, 13th
February, 2023, 21st March, 2023 and 27th March2023.
RISK MANAGEMENT
The Company has a Risk Management process which provides an integrated approach for
managing the risk in various aspects of the business.
PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186
There were no loans, Guarantee or Investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF COMPANIES ACT, 2013
All the transactions were made in the ordinary course of business. The provisions of
Section 188 of the Companies Act, are therefore, not attracted.
The disclosure of Related Party Transaction as per AS-24 has provided in the Notes to
Accounts to the Financials of the Company. ("Annexure -VII") AUDIT
COMMITTEE UNDER SECTION 177 OF COMPANIES ACT, 2013
As per the provisions of Section 177 of the Companies Act, 2013, the Company has
constituted an Audit Committee to oversee internal audit and control procedures, final
accounts and reporting process. The committee comprises of three Directors.
NOMINATION AND REMUNERATION COMMITTEE UNDER SECTION 178 OF COMPANIES ACT, 2013
As per section 178 of the Companies Act, 2013 and rules made there under, the existing
Remuneration Committee was renamed as Nomination and Remuneration Committee by the Board
of Directors, which recommend in the Board policy relating to remuneration of Directors,
Key Managerial Personnel and other employees.
STAKEHOLDER RELATIONSHIP COMMITTEE
In compliance of Section 178 of the Companies Act, 2013, rules made there under, the
existing Shareholders/Investors Grievance Committee was renamed as Stakeholders
Relationship Committee by the Board of Directors, to consider and resolve the grievances
of security holders of the Company.
VIGIL MECHANISM
The Company has a Vigil mechanism and Whistle blower policy under which the employees
are free to report violations of applicable laws and regulations and the Code of Conduct
under the supervision of Audit Committee. During the year under review, no report related
to the violation received.
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby confirm
that: i. in the preparation of the annual accounts, the applicable accounting standards
had been followed; ii. the directors had 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 or loss of the Company for that period; iii. the
directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; iv. the directors
had prepared the annual accounts on a going concern basis. v. the directors have laid down
internal financial controls to be followed by the company and that such internal financial
adequate and were operating effectively. vi. the directors have devised proper system to
ensure compliance with the provisions of all applicable laws and that such system were
adequate and operating effectively.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The company has an Internal Control System, commensurate with its size, scale, and
complexity of its operations. Audit Committee reviews internal audit reports and oversees
the internal control system of the company.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declarations from each Independent Director under
Section 149(7) of the Companies Act, 2013 that they met criteria of independence laid down
in Section 149(6) of Companies Act, 2013 and the relevant rules.
DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
During the year under review, your company has 1(one) subsidiary. No Company became or
ceases to become Subsidiary/Joint Venture/Associate of the Company in the year 2022-23.
During the year under review, there have been no material changes in the business of
the subsidiary.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY and / or material orders passed by
the Regulators or Courts or Tribunal impacting the going concern status
Therearenosignificant and Companys future.
CORPORATE SOCIAL RESPONSILIBITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company
having net worth of rupees Five Hundred Crore or more, or Turnover of rupees One Thousand
Crore or more or Net profit of rupees Five Crore or more during any financial year shall
constitute a Corporate Social Responsibility Committee of the Board and shall formulate a
Corporate Social Responsibility Policy. Your Company is not falling under the preview of
said section during the year.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company is in compliance of all the applicable Secretarial Standard.
STOCK EXCHANGE LISTING:
The Equity Shares of your Company are listed at: i. The Stock Exchange, Mumbai (BSE);
ii. The Jaipur Stock Exchange Limited; iii. The Delhi stock Exchange.
Your company has already files delisting application with Jaipur Stock Exchange which
are still in process.
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to all
the employees and Non-executive Directors including Independent Directors. The Code is
applicable to Non-executive Directors including Independent Directors to such extent as
may be applicable to them depending on their roles and responsibilities. The Code gives
guidance and support needed for ethical conduct of business and compliance of law. The
Code has been circulated to Directors and Management Personnel, and its compliance is
affirmed by them annually. A declaration signed by the Companys Directors is published in
this Report.
PUBLIC DEPOSITS
The Company has not accepted / invited any public deposits during the period under
review and hence provisions of Section 73 of the Companies Act, 2013.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statement of the Company for the financial year ended
2022-23 are prepared in compliance with the applicable provisions of the Act, Accounting
Standards and SEBI (LODR), Regulations, 2015. The Consolidated Financial Statement has
been prepared on the basis of Audited Financial Statements of the Companies as approved by
their respective Board of Directors.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the
Company, the Consolidated Financial
Statements along with all relevant documents and Auditors report thereon form part of
this Annual Report. The Financial Statements as stated above are also available on the
website of the Company and can be accessed at the web link www.alchemist-corp.com.
DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBHITION
AND REDRESSAL) ACT, 2013
The company has a policy on prohibition, prevention and redressal of Sexual Harassment
of women at workplace and matters connected there with or incidental there to covering all
the aspects as contained under "The Sexual Harassment of women at workplace
(Prohibition, Prevention and Redressal), Act, 2013.
During the financial year 2022-23, no complaint was received under the policy.
INTERNAL FINANCIAL CONTROLS
The Company had laid down Internal Financial Controls and such internal financial
controls are adequate with reference to the
Financial Statements and were operating effectively.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE,
2016
During the period under review, there were no applications made or any proceedings
pending in the name of the Company under the Insolvency and Bankruptcy code, 2016.
DETAILS OF DIFFERENE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
During the period under review, there has been no one time settlement of loans taken
from bank and financial institutions.
APPRECIATION & ACKNOWLEDGEMENT:
The Board of Directors appreciate the valuable co-operation extended by the Companys
Bankers, monitoring agency & other Central and State Government departments, for their
continued support. Your Directors place on record their wholehearted appreciation of your
Companys employees at all levels. Your Directors also acknowledge with gratitude the
backing of its shareholders.
|
|
For and on behalf of Board of Directors |
|
|
Alchemist Corporation Limited |
|
Sd/- |
Sd/- |
| Date: 27.05.2023 |
Pooja Rastogi |
Meena |
| Place: New Delhi |
(Managing Director) |
(Director) |
|
DIN : 00201858 |
DIN: 01572002 |
+91-9892691696
