Alka India Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts of Alka India Limited for the year ended March 31, 2021.

1. SUMMARISED FINANCIALHIGHLIGHTS:

A summary of the Companys Financial Results for the Financial Year 2020-2021 is as under:

Standalone

Consolidated

Particulars 2021 2020 2021 2020
Revenue from operations & other operating 11.02 - 11.02 -
Income
Profit/ (Loss) Before taxation & Exceptional (31.79) (15.59) (31.98) (15.59)
Items
Add: Exceptional Items - - - -
Profit/ (Loss) before Tax (31.79) (15.59) (31.98) (15.59)
Less: Tax expenses 1.29 1.19 1.29 1.19
Profit/ (Loss) after Taxation (33.09) (16.78) (33.27) (16.78)
Balance brought forward from the previous year - - - -
Balance carried forward to next year - - - -

2. ABOUT COVID-19:

The COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally.

3. Company Finance Performance:

During the financial year ended March 31, 2021, the total revenue was 11.02 Lakhs. The Company has incurred post tax loss of Rs. 33.09 lakhs for financial year. The Board of Directors commends to overcome the losses in the operations of the company. Due to Covid-19 Pandemic the segments of textile industry has largely affected the financial performance of the company and efforts has been made to improve the performance of the company

4. Transfer to Reserve:

The Board of Directors does not propose to transfer any amount to general reserve account during the financial year ended 31st March, 2021.

5. Cash Flow Statement:

The Cash Flow statement for the year 2020-2021 is attached to the Balance Sheet.

6. Dividend:

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any dividend for the year under review.

7. Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to

‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied with.

8. Share Capital:

The paid up Equity Share Capital as at March 31, 2021. 6343.98 Lacs. During they are under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity as on March 31, 2021, none of the Directors of the Company hold instruments convertible into equity shares of the Company However, the 25,00,00,000 equity shares issued upon conversion of 25,00,000, Non-cumulative Preference Shares of Rs 100 is still pending for listing with the BSE Ltd.

9. Management Discussion & Analysis:

In terms of the provisions of Regulation 34 of the Securities In and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report.

10. Directors Responsibility Statement:

Pursuant to requirement of Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, Directors of your Company hereby state and confirm that:

a) in the preparation of the Annual Accounts for the year ended 31st March, 2021, 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 loss of the company for the same period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting recordsinaccordancewiththeprovisionsoftheCompaniesAct,2013forsafeguardingtheassets 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) Theyhavedevisedpropersystemstoensurecompliancewiththeprovisionsofallapplicablelaws and these are adequate and are operating effectively.

11. Subsidiaries:

The Company has following subsidiaries:

Vintage FZE (India) Private Limited.

The Companys Policy for determining material subsidiaries is available on the Companys website at www.alkaindia.in The financial statements of the Subsidiary Companies as on March 31, 2021, forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 and the same are prepared in accordance with applicable Accounting Standards. The Financial Statements, both Standalone and Consolidated, are prepared in accordance with applicable Accounting Standards and as per Schedule III of the Companies Act, 2013 and applicable rules thereto.

12. Corporate Governance 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.

13. Corporate Social Responsibility:

The provisions of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet.

14. Internal Control Systems and their Adequacy

The company has adequate systems of Internal Control covering all financial and operational activities. The Internal Control is 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.

15. Insurance:

The Companys property, equipment and stocks are adequately insured against major risks after taking into account all the relevant factors.

16. Directors and Key Managerial Personnel:

The Changes in the composition of the Board of Directors and Key Managerial Personnel that took place during the year under review were carried out in compliance with the provisions of the Act and Listing Regulations. Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (‘the Act) and the

Articles of Association of the Company, Mr. Satish Panchariya (DIN: 00042934), Chairman & Managing Director, retires by rotation at the ensuing Annual General Meeting (‘AGM) and being eligible, offers himself for reappointment. Your Directors recommend the re-appointment of Mr. Satish Panchariya as a executive director of 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 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Here in after referred to as ‘Listing Regulations. In the opinion of the Board.

Familiarization programmed for Independent Directors:

The Familiarization Programmed is formulated with the aim to make the Independent Directors of Alka India Limited aware about their role, responsibilities and liabilities in the Company and to learn about the nature of the industry in which the company operates business model of the Company, etc. The policy on Companys familiarization programmed for Independent Director has been uploaded on the website of the Company atwww.alkaindia.in.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of the directors individually as well as the evaluation of the working of its Committees including the Chairman of the Board.

The boards 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 in puts received from the Directors, covering the aforesaid aspects of the Boards functioning. The overall performance of the Board and Committees of the Board was found satisfactory. The overall performance of Chairman, Executive Directors and the Non-Executive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance knowledge, analysis, quality of decision making etc.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The summary of Remuneration Policy is stated in the Corporate Governance Report and is also available on the Companys website www.alkaindia.com

17. Auditors & Auditors Report

Statutory Auditor

M/s. Pipara& Co. LLP, Chartered Accountants (Firm Registration No. 107929W), were appointed as the Statutory Auditor for the term of 5 years in 23rd AGM of the Company and are the Statutory Auditor during the year under review i.e. for the F.Y.20-21.

The Auditors Report on standalone and consolidated financial statements forms part of the Annual Report. The Auditors Report contains qualifications, reservations, and adverse remarks. Notes to the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

In terms of the provisions of Section 139 of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014 M/s. Amit Rama Kant & Co. ,Chartered Accountants (ICAI Firm Registration No. 009184C) the Auditors of the Company shall hold office with effect from 13th August 2021 till the conclusion of ensuing Annual General Meeting arising out of the casual vacancy caused by the resignation of M/s. Pipara& Co LLP, Chartered Accountants at its board meeting held on Friday 13th August,2021 at a remuneration as fixed by the Board of Directors of the Company in consultation with the Auditors.

Internal Auditor:

During the year under review Mr. Brijesh Yadav (Membership No. 168315) Chartered Accountant is appointed as internal auditor of the company to conduct the internal audit of the company for the financial year 2020-21 .However he has resigned from the post of internal auditor w.e.f. 14th October, 2021. The board is in process of appointment of new internal auditor for the financial year 2021-22.

Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s BR Gupta & Co., Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2020-21. The Secretarial Audit Report is annexed herewith marked as Annexure II (Form MR-3) to this Report. The Secretarial Audit Report contain qualification, remark.

18. Deposits:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under

19. The details in respect of adequacy of internal financial controls with reference to the financial statements

The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.

20. Disclosures Audit Committee

The Audit Committee comprises two Non Executive Independent Directors namely Mr. Alok Jain (Chairman), Ms. Hiramani Babulal Sharma (Member), and Mr. Rajesh Nalavade (Member). 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 transactions by the Audit Committee were accepted by the Board.

Terms of Reference

The brief terms of reference of Audit Committee are as under

I. Overseeing the companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

II. Examination of the financial statement and the auditors Examination of the financial statement and the auditors report thereon

III. Recommending to the Board, the appointment, reappointment and, if required , the replacement or removal of the auditor and the fixation of audit fees;

IV. Review and monitor the auditors independence and performance, and effectiveness of audit process;

V. Approving initial or any subsequent modification of transactions of the company with related parties

VI. Scrutinizing inter-corporate loans and investments

VII. Valuation of undertakings or assets of the company, wherever it is necessary;

VIII. Monitoring the end use of funds raised through public offers and related matters

IX. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

X. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

XI. To carry out any other function as is mandated by the Board from time to time and/ or enforced by any statutory notification, amendment or modification, as may be applicable.

XII. To perform such other functions as may be necessary or appropriate for the performance of its duties. The Audit Committee duly met four times during the Financial Year from April 01, 2020 to March 31, 2021. The dates on which meeting were held are as follows:

01.08.2020

10.11.2020

05.12.2020

12.02.2021

Stakeholders Relationship Committee

The Company has a Stakeholders Relationship Committee to oversee grievance and redressal mechanism and recommended measures to improve the level of investors services and to look into and decide matters pertaining to share transfer, duplicate share certificates and related matters. The Committee comprises of three Directors namely Mr. Alok Jain, Non Executive Independent Director (Chairman), Ms. Hiramani Babulal Sharma, Non Executive Independent Director (Member), and Mr. Rajesh Yashwant Nalavade, Non Executive Independent Director (Member).

Terms of Reference-

The brief terms of reference of this committee are as under

Redressal of shareholders and investors complaints, including and in respect of:

I. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse for recording transfers have been fully utilized.

II. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

III. Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances

IV. Considering and resolving grievances of the security holders of the Company, including complaints related to the transfer of shares, non-receipt of annual report and non-receipt of declared dividends;

V. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

VI. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Probation of insider Trading) Regulations, 1992 as amended from time to time.

VII. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

VIII. To carry out any other function as is mandated by the Board from time to time and/ or enforced by any statutory notification, amendment or modification, as may be applicable.

IX. To perform such other functions as may be necessary or appropriate for the performance of its duties The Committee duly met three times during the Financial Year from April 01, 2020 to March 31, 2021. The dates on which meeting were held are as follows:

01.08.2020 31.07.2020 12.02.2021

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 once during the year. The Committee comprises of three Directors namely Mr. Alok Jain, Non Executive Independent Director (Chairman), Ms. Hiramani Babulal Sharma, Non Executive Independent Director (Member), and Mr. Rajesh Yashwant Nalavade, Executive Independent Director (Member). The Committee duly met two times during the Financial Year from April 01, 2020 to March 31, 2021. The dates on which meeting were held are as follows:

10.11.2020 07.02.2021

Vigil Mechanism / Whistle Blower Policy

Your Company believes in promoting a fair, transparent ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companys code of conduct. The said Mechanism is established for Directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company (www.alkaindia.com).

Meetings of Board

The Board of Directors duly met 4 times during the financial year from April 01, 2020 to March 31, 2021. The dates on which meetings were held are as follows:

31.07.2020 10.11.2020 04.12.2020 12.02.2021

Particulars of Loans, Investments, Guarantees by the Company

The provisions of section 186 of the Acting respect of loans and advances given, investments made and, guarantees given has been complied with by the Company The particulars of loans, guarantees and investments made/given by the Company in the year 2020-2021 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

During the year under review, all transactions entered into by the Company with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on an arms length basis. Disclosure of transactions with related parties as required under the Accounting Standard (AS18) has been made in the notes forming part of the financial statements. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with rule 8 (2) of the companies (Account) Rules, 2014 are given. There were no materially significant related party transitions that may have potential conflict with the interest of Company at large with its promoters, directors 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. The disclosure on related party transactions has been attached in for Form AOC-2 as Annexure.

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, 2021. The details of loans and advances, which are required to be disclosed in the Companys 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 there under 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.in

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Companys premises through various interventions and practices. The Company always end eavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. Extract of Annual Return

In terms of provisions of Section 92 (3) of the Companies Act, 2013, an extract of Annual Return in prescribed format is annexed to this Report as part of the Annual Report. The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith. The same is as on 31st March, 2021 the same is posted on the website of the Company www.alkaindia.in

22. 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.

23. 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 (including any reenactment/modification thereof) in respect of employees of the Company is as follows: During the period under review the company had two (2) Executive Director, one (1) Non Executive Director, Four(4) Non Executive Independent Director. 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 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014are:

a) Employed throughout the year: Nil

b) Employed for part of the year: Nil

The remuneration paid to all Key Management Personnel was in accordance with remuneration policy adopted by the Company. The information required pursuant to section 197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect to remuneration to the Whole time directors and Key managerial Personnel, is prepared separately forming part of this report. Having regarded to the first provision of section 136(1) of the Companies Act, 2013 the Annual Report is being sent to the members of the Company excluding the aforesaid information. However they said information is available for inspection at the Registered Office of the Company during business hours on working days.

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

SEBI has imposed penalty of Rs. 25,00,000/- on June 27, 2017 and Rs. 50,000/- on March 26, 2018 for non-filing of Action Taken Report (ATR) and non-resolving of investor disputes within the stipulated period of time. An appeal has been filed for the matter pertaining to penalty of Rs. 25,00,000/-.The Supreme Court of india has vide its order dared 24th July 2020 has upheld the order passed by Securities Appellate Tribunal (SAT).Accordingly company has provided Liability of Rs. 25 Lacs in the books of accounts during the current year. SEBI vide its letter bearing no. SEBI/HO/ISD/OW/P/2017/18183 dated August 7, 2017 has forwarded a list of 331 suspected shell companies to the Exchange (BSE Ltd) as identified by Ministry of Corporate Affairs, out of these 331 companies exchange identified name of our Company as a suspected shell company and trading in all such listed securities including our Company were placed in Stage VI of the Graded Surveillance Measure (GSM). After receiving the notice from exchange regarding suspected Shell Company, the Company has given reply a long with all supporting documents as required by the Exchange. The Exchange had considered our detailed reply and satisfied with the same had removed name of our Company from Stage VI of the Graded Surveillance Measure (GSM). Further with regards to the matter pertaining to name of our Company in the list of suspected Shell Company is sub-judice before the Exchange. We assure the investors that the Company has not conducted any activities which are in violation of the law and thus the shareholders be rest assured that the Company shall obtain clean status from the so called "list of shell companies" very shortly.

Corporate Governance and Shareholders Information

The Company has taken adequate steps to adhere to all the stipulations laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual report. Certificate from the Practicing Company Secretary, confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report.

25. Listing with Stock Exchanges

The Company confirms that it has pending for process the Annual Listing Fees for they are to BSE where the Companys shares are listed.

26. 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, Companys 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 since are and dedicated services rendered by all the employees of the Company at all levels.

For and on behalf of the Board of Directors
For Alka India Limited
Sd/- Sd/-
Ashok Panchariya Satish Panchariya
Director
DIN : 00377391

Chairman & Managing Director DIN : 00042934

Place : Mumbai
Date : 01.12.2021