alna trading exports ltd Directors report

To,

The Members

Alna Trading and Exports Limited

Your Directors have pleasure in presenting to you the 41st Annual Report of the Company and the Audited Financial Statements for the year ended March 31, 2023.

FINANCIAL RESULTS:

The Financial Highlights of the Company are as under:

(INR in Lakhs)

Particulars	Mar 31, 2023	Mar 31, 2022
Revenue from Operations	64.50	-
Other Income	1.00	0.64
Total Revenue	65.50	0.64
Total Expenses	64.01	6.35
Profit/(Loss) from ordinary activities before exceptional items	1.49	(5.71)
Exceptional Items	-	-
Profit/(Loss) from ordinary activities before tax	1.49	(5.71)
Tax Expenses	0.42	0
Net Profit/ (Loss) for the Period after tax	1.07	(5.71)

REVIEW OF OPERATIONS:

During the year under review, the Company has earned a Total Revenue of INR 65.50 Lakhs.

The Net Profit of the Company is INR 1.07 Lakhs in the current year as compared to Loss of INR 5.71 Lakhs in the previous year.

TRANSFER TO RESERVES:

The Company did not transfer any amounts to the General Reserve during the year.

DIVIDEND:

The Board of Directors of your Company do not recommend any dividend for the year under review. AUTHORISED & PAID-UP SHARE CAPITAL:

During the year under review, there is no change in the Authorised and paid-up Share Capital of the Company.

The Authorised Share Capital of the Company is Rs. 50,00,000/- (Rupees Fifty Lakh Only) divided in to 2,50,000 (Two Lakhs Fifty Thousand) Equity shares of Rs. 10/- (Rupees Ten Only) each and 2,50,000 (Two Lakhs Fifty Thousand) Unclassified Shares of Rs. 10/- (Rupees Ten Only) each.

The paid-up Share Capital of the Company is Rs. 20,00,000/- (Rupees Twenty Lakh Only) divided in to 2,00,000 (Two Lakhs) Equity shares of Rs. 10/- (Rupees Ten Only) each.

LISTING:

The Equity shares of the Company are listed on BSE Limited. The Company has paid the requisite Listing fees to the Stock Exchanges for the financial year 2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is attached herewith as Annexure-A.

CORPORATE GOVERNANCE REPORT:

As per latest Audited Financial Statements the paid-up Equity Share Capital and Net-Worth are less than Rs. 10 crore and Rs. 25 crore respectively therefore the Corporate Governance under Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) are not applicable to the Company.

ADDITIONAL GENERAL SHAREHOLDING INFORMATION.

The Additional General Shareholding Information and Distribution of Shareholding as on March 31,2023 is attached herewith as Annexure-B.

HOLDING, SUBISIDIARY, IOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Holding/ Subsidiary/ Joint Venture but has One Associate Company i.e., Mercury Paints and Varnishes Private Limited.

The Statement in Form AOC-1 containing salient features of the financial statement of the Associate Company is attached herewith as Annexure-C.

DIRECTORS AND KEY MANAGERIAL PERSONNELS:

Sr. No.	Name of Director	Designation	Appointment Date
1.	Mr. Anwar Husain Chauhan	Director & CFO	November 01,2013
2.	Mr. Aftab Alam	Director (Non-Executive, Independent Director)	February 01,2017
3.	Mrs. Merle Dsa	Director (Non-Executive, Independent Director)	September 03,2015
4.	Mr. Prakashchandra Gopaldutt Khulbe	Company Secretary and Compliance Officer	December 01,2018
5.	Mr. Arshad Nawaz Khan	Manager	May 20,2016

Pursuant to Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Anwar Husain Chauhan, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Board has recommended his reappointment.

Additional information, pursuant to Regulation 36(3) of the Listing Regulations, in respect of the Directors seeking appointment/re-appointment in AGM, forms a part of the Notice.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 ("the Act") and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules,2014.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on Arms Length Basis and were in the ordinary course of business. There are no materially significant related party transactions made by your Company with Promoters, Directors, Key Managerial Personnel or other designated persons which require prior approval of Shareholders or may have a potential conflict with the interest of your Company at large.

All related party transactions were placed before the Audit Committee and also before the Board for approval. Prior Omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and repetitive in nature.

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. However, as a matter of disclosure, particulars of contracts or arrangements with related parties are provided in Annexure-D in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and forms part of this report.

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 March 31, 2023, 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 are 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.

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

No remuneration was paid to any Director and KMP, except Mr. Prakashchandra Gopaldutt Khulbe, Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company was paid INR 1,20,000/- as Salary during FY 2022-23.

BOARD EVALUATION:

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and in accordance with the requirements prescribed under the Listing Regulations.

The performance of the Directors was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board Composition and Structure, Effectiveness of Board Processes, Contribution at the Meetings, Information and Functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from Committee Members on the basis of the criteria such as the Composition of Committees, Effectiveness of Committee Meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January 2017.

In a separate meeting of Independent Directors:

i) Performance of Non-Independent Directors and the Board as a whole was evaluated;

ii) Performance of the Chairman of the Company, taking into account the views of all the Directors was evaluated;

iii) The quality, quantity and timeliness of the flow of information between the Company Management and the Board that was necessary for the Board to effectively and efficiently perform their duties was evaluated.

The same was discussed in the Board Meeting held subsequently to the meeting of the Independent Directors. The performance of the Board, its committees and of individual Directors was also reviewed by the Board. The performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors duly met 4 (Four) times during the Financial Year from April 01, 2022, to March 31, 2023. The dates on which meetings were held are May 30,2022, August 10,2022, November 14, 2022, and February 14, 2023.

The gap between two Board Meetings didnt exceed 120 days as per Section 173 of the Companies Act, 2013

ATTENDANCE OF DIRECTORS

Attendance of Directors at the Board Meetings held during the financial year ended March 31,2023 and at last AGM are as under:

Name of Director	Category	Number of Meetings		Attendance at the last AGM
		Held	Attended	Held on September 30, 2022
Mr. Anwar Husain Chauhan	Director & Chief Financial Officer	4	4	No
Mr. Aftab Alam	Non-Executive, Independent	4	4	Yes
Mrs. Merle Dsa	Non-Executive, Independent	4	1	Yes

AUDIT COMMITTEE:

The Audit Committee of the Company comprises of Mr. Aftab Alam, Mr. Anwar Husain Chauhan and Mrs. Merle Dsa as its members. During the financial year 2022-23, the Committee met on May 30,2022, August 10,2022, November 14,2022, and February 14,2023. The same was attended by all Committee Members. The recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

Attendance of Members at the committee meetings held during the financial year ended March 31, 2023:

Name of Member	Audit Committee Meeting
	Held	Attended
Mr. Aftab Alam	4	4
Mr. Anwar Husain Chauhan	4	4
Mrs. Merle Dsa	4	1

Mr. Prakashchandra Gopaldutt Khulbe, Company Secretary and Compliance Officer acted as the Secretary to the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Remuneration Committee of the Company comprises of Mr. Anwar Chauhan, Ms. Merle Dsa and Mr. Aftab Alam. During the financial year 2022-23, the Committee met on February 14, 2023, the same was attended by all Committee Members.

Mr. Prakashchandra Gopaldutt Khulbe, Company Secretary and Compliance Officer acted as the Secretary to the Nomination and Remuneration Committee.

INTERNAL AUDITOR:

The Board of Directors had appointed an Internal Auditor of the Company for Financial Year 2022-23 to carry out Internal Audit with due care and precision.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which financial statement relate and the date of the Board Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated under Section 149(6) of the Companies Act, 2013.

There has been no change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

PUBLIC DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies Acceptance of Deposits) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to your Company, hence no information is disclosed.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of CSR as contained in the Companies Act, 2013 are not applicable to the Company.

RISK MANAGEMENT:

The Company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

VIGIL MECHANISM:

Pursuant to requirement laid down in the Companies Act, 2013, the Company has established Vigil Mechanism. The Vigil Mechanism/ Whistle Blower Policy provides adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman (Mr. Aftab Alam) of the Audit Committee in appropriate cases. It is affirmed that no person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has been placed on the website of the Company.

During the Financial Year 2022-23, there was no complaint reported by any Director or Employee of the Company under this mechanism.

SEXUAL HARRASMENT AT WORKPLACE:

During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company is drawing remuneration in excess of the limits set out in the said rules.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The information of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 is given under Note No.2 forming part of the accounts.

AUDITORS AND AUDIT REPORT:

Statutory Auditors and Audit Report:

M/s. DKP & Associates, Chartered Accountant(s), Mumbai were appointed as the Statutory Auditor(s) of the Company for a period of 5 years from the conclusion of the 40th Annual General Meeting held on Friday, September 30, 2022 till the conclusion of 45th Annual General Meeting to be held in the year 2027 in terms of Section 139 & 141 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rule, 2014.

The report of the Statutory Auditors along with Notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Auditors Remuneration:

The Statutory Auditors of the Company have been paid the Audit Fees of Rs. 18,000/- for the financial year under review.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. A. A. Mulla & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company. The Secretarial Audit Report submitted by Company Secretary in Practice is given in the Annexure-E to this report.

The Secretarial Auditor report contains certain observation which Directors have discussed in detail, and they are hopeful to get it complied in current financial year.

The Company has appointed Secretarial Auditor for the Financial Year 2023-24 and has filed Form MGT- 14 in this regard.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act and the rules framed thereunder, the Annual Return for the Financial Year ended March 31,2023 made under the provisions of Section 92(3) of the Act, is available on the website of the Company i.e. www.alna.co.in.

DEMATERIALIZATION OF SHARES:

The Promoters / Promoter Group Companies have dematerialised 97,700 Equity Shares as per the requirements of SEBI Regulations. Further, the Company is in the process of demat for the remaining Promoters/Promoter Group Companies shares.

REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY:

Link Intime India Private Limited will act as the Registrar and Share Transfer Agent ("RTA") of the Company.

GREEN INITIATIVES:

Electronic copies of Annual Report 2022-23 will be sent to all the Members who have registered their email address with the Company/Depository Participant(s).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

No significant and material order has been passed by any Regulator(s), Court(s) and Tribunal(s) impacting the going concern status and the Companys operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings, initiated by any Financial Creditor or Operational Creditor or by the Company under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2022-23.

ONETIME SETTLEMENT:

There was no instance of Onetime Settlement with any Bank or Financial Institution during the year under review.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the government authorities, banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors
For Alna Trading and Exports Limited
Sd/-	Sd/-
Anwar Husain Chauhan	Aftab Alam
Director	Director
DIN:00322114	DIN:06873806
Place: Mumbai
Dated: May 19, 2023
Registered Office:
Allana House, 4 J.A. Allana Road,
Colaba, Mumbai-400 001.