Your Directors have pleasure in presenting the 103rd Annual Report together with the
Audited Accounts of your Company for the year ended 31st March 2023.
RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS
The Financial Results are as under: (Rs. in lakhs)
|
STANDALONE |
CONSOLIDATED |
| Particulars |
|
|
|
|
|
For the year ended |
For the year ended |
For the year ended |
For the year ended |
|
31st March 2023 |
31st March 2022 |
31st March 2023 |
31st March 2022 |
| Revenue from Operations |
146.56 |
170.19 |
276.34 |
404.37 |
| Proit before Tax and Exceptional items |
138.54 |
121.30 |
197.52 |
188.99 |
| Exceptional Items |
- |
- |
- |
- |
| Provision for Tax (including deferred tax) |
(9.43) |
6.88 |
(7.44) |
14.57 |
| Profit after Tax |
147.97 |
114.42 |
204.96 |
174.42 |
| Surplus from earlier years brought forward |
1551.37 |
1579.84 |
1598.05 |
1567.68 |
| Amount available for Appropriation |
1699.34 |
1694.26 |
1803.01 |
1742.10 |
| Appropriations: |
|
|
|
|
| Dividend |
23.14 |
21.21 |
23.14 |
21.21 |
| General Reserve |
100.00 |
100.00 |
100.00 |
100.00 |
| Special Reserve |
29.59 |
22.88 |
30.85 |
24.04 |
|
152.73 |
144.09 |
153.99 |
145.25 |
|
1546.61 |
1550.17 |
1649.02 |
1596.85 |
| Transfer to Retained Earnings |
0.67 |
1.20 |
0.67 |
1.20 |
| Surplus carried to Balance Sheet |
1547.28 |
1551.37 |
1649.69 |
1598.05 |
• Accounts for the year ended 31st March 2023 have been prepared in conformity
with Indian Accounting Standards (‘Ind
AS) notiied under section 133 of Companies Act, 2013(‘"the
Act") read with Companies (Indian Accounting Standards) Rules, 2015 as amended
from time to time.
FINANCIAL PERFORMANCE
The Companys performance was satisfactory during the year.
The Companys gross income for the inancial year ended 31st
March 2023 stood at Rs. 278.05 lakhs as against Rs. 234.46 lakhs in 2021-22. Proit
before tax stood at Rs. 138.54 lakhs in 2022-23 as against Rs. 121.30 lakhs proit before
tax and exceptional items in 2021-22. Proit after tax of the Company stood at Rs.
147.97 lakhs as against Rs. 114.42 lakhs in 2021-22. During the year other
comprehensive income net of tax amounted to Rs. (374.74) lakhs.
The Company is developing its property in Kolkata on Strand
Road with a premium green ofice building. Whilst work the project is almost complete,
the Company had applied for permissions to make certain minor modiications in February,
2021 which is still awaited. On receipt of the same your Company shall apply for
completion certiicate. We are conident that subject to the receipt of all statutory
approvals, the said building would be completed in the current year.
Despite supporting Alfred Herbert Limited (AHL), a wholly owned subsidiary, including
providing inancial support over the years in the form of loans, the accumulated losses of
Alfred Herbert Limited (AHL), engaged in manufacturing of machineries for the Rubber and
Tyre Industries in Bangalore continued to be in excess of its Equity and Net Worth of the
said subsidiary Company has been eroded. In the absence of required volume of business,
manufacturing operations of the said subsidiary were discontinued. The order against spare
parts and after sales service, wherever applicable, have been continued to be executed
through third party procurements.
DIVIDEND
Your Directors take pleasure in recommending for approval the payment of Dividend of
Rs. 3.50 (per share) on 771429 Equity Shares of the Company for the year ended 31st March,
2023 subject to the approval of the Members in the 103rd Annual General Meeting of the
Company.
TRANSFER TO RESERVES
The Company has transferred Rs.100 lakhs to the General Reserve Account.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the
Company during the inancial year 2022-23.
MEETINGS OF THE BOARD
Four meetings of the Board were held during the year under review. For details of
meetings of the Board, please refer to the Corporate Governance Report, which is a part of
this report. The intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the Companies Act, 2013, Mrs. Simika Lodha, Director,
retires by rotation and being eligible, offers herself for re-appointment. Based on the
performance evaluation and recommendation of the nomination and remuneration committee,
the Board recommends her reappointment. A resolution seeking shareholders approval for
her re-appointment forms part of the notice.
Mr. R.C.Tapuriah, Independent Non-Executive Director passed away on 14th September
2022. The Board expressed its deep sorrow and regret and recorded its deep appreciation of
the immense and valuable support, guidance and contribution extended by Mr. R.C.Tapuriah,
to the Company during his many years as a valued member.
Mr. P K Madappa (DIN 00058822) was appointed as an Additional Director and
Non-Executive Independent Director on the Board of the Company not liable to retire by
rotation, for a tenure of 5 (ive) years with effect from 14th November, 2022, subject to
approval of Members at this AGM. He shall hold ofice as an Additional Director upto the
date of this Annual General Meeting and is eligible for appointment as a Director.
Pursuant to the provisions of section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2023 are:
Mr. V Matta Chief Executive Oficer
Mrs. Shobhana Sethi Chief Financial Oficer and Company
Secretary
There is no change among the Key Managerial Personnel during the year under review.
INDEPENDENT DIRECTORS AND THEIR DECLARATION OF INDEPENDENCE
As on 31st March, 2023, Mr. S S Jain, Mr. P K Madappa and Mrs.
Alka Bhandari are the Independent Directors of the Company appointed pursuant to the
provisions of section 149 of the Act and Listing Regulations. Each Independent Director
has conirmed to the Company that he or she meets the criteria of independence as provided
in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of the Listing
Regulations. There has been no change in circumstances which may affect their status as an
Independent Director during the year, which had been considered and taken on record by the
Board.
All the Independent Directors have registered in the database maintained with Indian
Institute of Corporate Affairs (IICA). In the opinion of the board, all the Independent
Directors are persons of integrity and possess the relevant expertise and experience
(including proiciency) as required under the Act and the Rules made thereunder.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and
Regulation 17 of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, 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 Committees.
COMMITTEES OF THE BOARD
As on March 31, 2023, the Board had three committees: the Audit Committee, the
Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. A
majority of the committees consists entirely of Independent Directors. During the year 4
meetings of Audit Committee, 1 meeting of Stakeholders Relationship Committee and 1
meeting of Nomination and Remuneration Committee were also held, the details of which
viz., dates and number of meetings attended by each director etc., are given in the
Corporate Governance Report. Also, all recommendations made by the committees were
approved by the Board. A detailed note on the composition of the Board and its committees
is provided in the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Provisions of Section 186 of the Companies Act, 2013 pertaining to Investments,
Loans and Guarantees is not applicable to the Company since the Company is a Non-banking
Financial Company.
SHARE CAPITAL
The Paid –Up Equity Share Capital of the Company as on 31st March 2023 was
Rs.77.14 lakhs. During the year under review, the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity.
DEPOSITS
The Company has not accepted any deposit from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
Balance Sheet.
SECRETARIAL STANDARDS
The Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.
LISTING ON STOCK EXCHANGE
The Companys shares are listed on Bombay Stock Exchange (BSE) Limited.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no signiicant material orders passed by the Regulators/
Courts which would impact the going concern status of the Company and its future
operations.
DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in Section 134(3) (C) of the Companies Act, 2013, your Directors
subscribe to the "Directors Responsibility
Statement" and conirm as under: a) that in the preparation of the annual inancial
statements for the year ended 31st March 2023, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note No.1 of the Notes to the
Financial Statements have been selected and applied consistently and judgment and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March 2023 and of the proit of the
Company for the year ended on that date c) that proper and suficient care has been taken
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) that the annual inancial statements have been
prepared on a going concern basis; e) that proper internal inancial controls were in place
and that the inancial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
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 Ms. Madhuri Pandey, Practicing Company Secretary as Secretarial
Auditor of the Company for the inancial year 2022-23.
AUDIT REPORTS AND AUDITORS
Audit reports
The Auditors Report for inancial year 2022-23 does not contain any qualiication,
reservation or adverse remark. The Report is enclosed with the inancial statements in this
Annual Report.
• As required by the Listing Regulations, the Practicing
Company Secretarys certiicate on corporate governance for inancial year 2022-23 is
enclosed to the Boards report. The certiicate does not contain any qualiication,
reservation or adverse remark.
The Secretarial Auditors Report for inancial year 2022-23 does not contain any
qualiication, reservation or adverse remark. The Secretarial Auditors Report is enclosed
as ‘Annexure A to the Boards report in this Annual Report.
STATUTORY AUDITORS
M/s. ALPS & Co. Chartered Accountants (Firm Registration No. FRN 313132E) existing
Auditors of the Company were appointed for a period of 5(ive) years by the Members of the
Company in the 102nd Annual General Meeting held on 12th August, 2022 from the conclusion
of the 102nd Annual General Meeting till the conclusion of 107th Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY:
The proit of the Company is less than the amount speciied under section 135 of the
Companies Act, 2013 and, thereby, provision of Corporate Social Responsibilities and
Obligations thereof are not applicable to the Company.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND
DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and expenditure during the year. The other
particulars relating to Conservation of Energy and Technology Absorption stipulated under
Section134(3M) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules,
2014, are not applicable.
CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance code as stipulated under the
Listing Agreement with the Stock Exchange. A separate section on Corporate Governance,
along with Certiicate from the Auditors conirming the compliance, is annexed and forms
part of the Annual Report.
SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has two wholly owned Subsidiaries (WOS) as on 31st March, 2023. There are
no associate or Joint Venture Companies within the meaning of Section 2(6) of the
Companies Act, 2013. There has been no material change in the nature of business of the
Subsidiaries.
In accordance with the General Circular issued by the Ministry of Corporate Affairs,
Government of India, the Balance Sheet,
Statement of Proit & Loss and other documents of the Subsidiary
Companies are not being attached with the Balance Sheet of the
Company. However, the inancial information of the Subsidiary
Companies is disclosed in the Annual Report in compliance with the said circular in
Form AOC 1.
The consolidated inancial statements presented by the Company include inancial
statements of its Subsidiary Companies, Alfred
Herbert Limited and Herbert Holdings Limited and is available on the website of the
Company www.alfredherbert.co.in.
BUSINESS RISK MANAGEMENT
The main identiied risks at the Company are Commercial
Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your
Company has established a comprehensive Risk Management System to ensure that risk to the
Companys continued existence as a going concern and to its development are identiied and
addressed on timely basis. Risk Management strategy as approved by the Board of Directors
is implemented by the Company Management
PARTICULARS OF EMPLOYEES:
During the year, the Company paid an aggregate sum of Rs. 14.89 lakh to Key Managerial
Personnel, Mr. V Matta, Chief
Executive Oficer and Mrs. Shobhana Sethi, Company Secretary & Chief Financial
Oficer.
VIGIL MECHANISM
Pursuant to the provisions of revised Regulation 22 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations,
2015 and Section 166 (9)&(10) of the Companies Act, 2013, the Company had
established a Vigil Mechanism for Directors and Employees to report concerns of unethical
behaviour, actual or suspected fraud or violation of the Companys Code of Conduct.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size and scale of its
operations.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the inancial year were in
the ordinary course of business.
None of the Directors has any direct pecuniary relationships or transactions vis-?-vis
the Company.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company is not required to set up an Internal Complaints Committee as per the
provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has not received any complaints during the year.
PERSONNEL
Your Directors wish to place on record their appreciation for the services rendered by
the employees of the Company during the year.
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