Alfred Herbert (India) Ltd Directors Report.

Your Directors have pleasure in presenting the 101st Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2021.

RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS

The Financial results are as under:

(Rs. in lakhs)

Particulars For the year ended 31st March 2021 For the year ended 31st March 2020
Profit before Tax and
Exceptional items 80.42 108.99
Exceptional items 90.00 -
Provision for Tax (including deferred tax) 24.99 23.43
Profit after Tax (34.57) 85.56
Surplus from earlier years brought forward 1,465.62 653.71
Amount available for Appropriation 1,431.05 739.27
Appropriations:
Dividend for 2019-20 27.00 19.29
Dividend Tax for 2019-20 - 3.96
General Reserve 100.00 240.00
Special Reserve - - 17.15
127.00 280.40
1,304.05 458.87
Transfer to Retained Earnings 275.51 1,006.75
Surplus carried to Balance Sheet 1,579.86 1465.62

• accounts for the year ended 31st march 2021 have been prepared in conformity with Indian accounting standards (Ind AS) notified under section 133 of Companies Act, 2013("the act") read with Companies (Indian accounting standards) Rules, 2015 as amended by Companies (Indian accounting Standards) Rules, 2016 from 1st april, 2019, leading to major changes in the accounting policies. Financial PERFORMANCE

The Companys performance was satisfactory during the year. The Companys gross income for the Financial year ended 31st March 2021 stood at Rs. 278.61 lakhs as against Rs. 320.85 lakhs in 2019-20. Profit/Loss before tax stood at Rs. (9.58) lakhs in 2020-21 as against Rs. 108.99 lakhs profit before tax and exceptional items in 2019-20. Profit/Loss after tax of the Company stood at Rs. (34.57) lakhs. The performance of the Companys non-current investments was also satisfactory. As on 31st March, 2021 other comprehensive income net of tax amounted to Rs. 1502.38 lakhs for the year. The profit realized on sale of some Non-current investments was transferred to Retained earnings in conformity with the accounting Standards. The Company is developing its property in Kolkata where the work is progressing. With lockdowns imposed due to COVID-19 pandemic, the completion of the building was delayed. Barring unforeseen circumstances, we are hopeful that the said building would be completed in the current year.

The performance of the Companys wholly owned subsidiary alfred Herbert Limited was disappointing and unsatisfactory. Despite supporting Alfred Herbert Limited signficantly including providing signficant financial support over the years in the form of loans, the Company performed poorly, necessitating a deep review and examination of the way forward. The situation was made much worse due to the COVID-19 pandemic not only compressing demand but delaying projects and deliveries leading to further losses. after a comprehensive review, it was felt that is was highly unlikely that this business in its current form would create positive value in the foreseeable future. It was accordingly decided to restructure AHL operations signficantly with the primary objective of cutting losses to the maximum extent possible going forward. This necessitated a painful decision to minimize in house operations in Bengaluru and rationalize manpower and attendant costs. The Company is now focused on minimizing its liabilities and evaluating what may be the best structure for it to continue operations in future.

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs.2.75 (per share) on 771429 Equity shares of the Company for the year ended 31st March, 2021 subject to the approval of the Members in the 101st 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 financial year 2020-21.

MEETINGS OF THE BOARD

During the year 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, Mr. H V Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends his reappointment. A resolution seeking shareholders approval for his re-appointment forms part of the notice.

Pursuant to the provisions of section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2021 are: Mr. V Matta - Chief Executive Officer

Mrs. Shobhana Sethi - Chief Financial Officer and Company Secretary There is no change among the Key Managerial Personnel during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each

Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of Independence laid down in section 149(6) of the Companies act, 2013 and Regulation 25 of seBI (Listing obligations & Disclosure Requirements) regulations, 2015.

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, 2021, 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 meetings 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 2021 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.

ANNUAL RETURN

The details forming part of the extract of the annual return in Form MGT-9 as required under section 92 of the Companies act, 2013, is marked as annexure -B which is annexed hereto and forms part of the Directors report.

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 significant 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 confirm as under:

a) that in the preparation of the annual Financial statements for the year ended 31st March 2021, 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 2021 and of the profit of the Company for the year ended on that date

c) that proper and sufficient 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 Financial statements have been prepared on a going concern basis;

e) that proper internal Financial controls were in place and that the Financial 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. Priyanka Tibrewal, Practicing Company secretary as secretarial Auditor of the Company for the Financial year 2021 -22.

AUDIT REPORTS AND AUDITORS

Audit reports

• The Auditors Report for Financial year 2020-21 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the Financial statements in this Annual report.

• As required by the Listing regulations, the Practicing

Company Secretarys certificate on corporate governance for Financial year 2020-21 is enclosed to the Boards report. The certificate does not contain any qualification, reservation or adverse remark.

• The Secretarial Auditors Report for Financial year 2020-21 does not contain any qualification, 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 97th Annual General meeting held on 28th July 2017. by virtue of the amendment made in the Companies (Amendment) Act, 2017 notified on May 7, 2018, the Company is not required to place before the Annual General meeting the matter pertaining to ratification of appointment of Auditors.

CORPORATE SOCIAL RESPONSIBILITY:

The profit of the Company is less than the amount specified 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 Certificate from the Auditors confirming 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, 2021. 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 Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the Financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular in Form AOC 1.

The consolidated Financial statements presented by the Company include Financial results 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 identified 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 identified 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. 15.18 lakh to Key Managerial Personnel, Mr. V Matta, Chief Executive Officer and Mrs. Shobhana Sethi, Company Secretary & Chief Financial Officer.

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 Financial year were in the ordinary course of business. None of the Directors has any direct pecuniary relationships or transactions vis-a-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.

on behalf of the Board
R C Tapuriah S S Jain
Kolkata Director Director
Date: 30th June, 2021 DIN: 00395997 DIN: 00013732