To, The Members,
Alps Industries Limited
Your Directors have pleasure in presenting the 50th Annual Report, together with the Audited Statements of Account of the Company for the financial year ended on 31st March, 2022 in terms of the Companies Act 2013 and rules & regulation made there under & Regulation33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. The Financial Statements have been prepared according to the relevant provisions of Companies (Indian Accounting Standards) Rules, 2015.
The Financial ‘Performance of the Company, for the year ended March 31, 2022 is summarized below:
(Rs. in Lacs)
|Particulars||Year Ended March 31, 2022||Year Ended March 31, 2021|
|Operating Earnings/Losses before Financial||(1254.61)||629.40|
|Expenses, Depreciation & Amortization and|
|Impairment of Assets||-||2416.89|
|Profit/(Loss) Before Tax||(7806.18)||(8351.12)|
|Profit/(Loss) After Tax||(7808.60)||(8351.16)|
|Surplus /(Deficit) of last year Add:||(8471.82)||(7455.87)|
|Surplus available for appropriation||(75208.76)||(66736.94)|
|Surplus/(Deficit) carried to Balance Sheet||(75208.76)||(66736.94)|
|Surplus available for appropriation||-||-|
Your company is struggling to maintain the Revenue due to significant downfall in the operative assets of the company which has hampered the manufacturing operations of the company adversely in the current fiscal year. During the period under review your company has recorded a negative EBITDA of Rs.1254.62 Lakhs in comparison to Positive EBITDA of Rs. 629.40 Lakhs in previous year mainly due to increased input costs inspite of recording an increase in total Revenue. The PAT for the period is also negative at Rs. 8471.82 Lakhs in comparison to the previous year Negative PAT of Rs.7455.87 Lakhs due to loss on sale of assets made by the lenders under SARFAESI.
FUTURE OUTLOOK TECHNICAL FRONT
Your company tried to reduce the cost of operations during the year but will not be able to continue with the trend in future due sale of manufacturing units by the lenders during the year. However company is trying to continue its business on the other model i.e. trading etc.
FINANCIAL RESTRUCTURING & STATUS OF UNITS OF THE COMPANY
During earlier year, the lenders having more than 83% of the secured debts of the Company revoked their consent to the DRS/settlement scheme circulated by erstwhile Honble BIFR, interalia containing the restructuring of the debts of the Company, which was partly implemented. The Company objected to the said revocation of consent being unjustified and beyond terms of the scheme and further submitted an offer for settlement. M/s Edelweiss Assets Reconstruction Company Ltd., (presently holding more than 99% of the total secured debt of the Company) (EARC) in order to recover the dues from the Company, has filed an Original Application before Debts Recovery Tribunal, which application is pending adjudication. Further, EARC under the provisions of SARFAESI has auctioned all operative secured properties including during the year being Leasehold/freehold Land, Building, Plant & Machineries and all other moveable assets including inventories being and lying at Plot nos. 1A and 1B, Sec-10 SIDCUL, Haridwar, 57/2, Site IV Industrial Area, Sahibabad, Ghaziabad (UP) and Khasra No. 482, 486, 479/2, 485, 489/1, 487m, 487, 484, 477/2, 488, 478, 477/1 and 479/1, Vill. Aminagar, Bhoor Baral, Meerut Delhi Road, NH-58, Meerut 250103 (U.P.) and have adjusted part of their dues with the realization made thereof. The adjustments on account of these actions of lenders have been made in the books of account of the year under consideration. The Company is in discussion with EARC for settlement of its dues and Management of the Company expects to get the revised settlement/restructuring proposal approved from lenders and accordingly, the Company would be meeting its revised financial obligations. The above action of EARC has been taken on record and the board of directors of company decided to continue the operations of the company and maintain the status of company as "Going concern".
MEASURES TO REDUCE/CONTROL COST
During the year, your company have continuously tried to achieve the reduction in raw material cost by making different composition of mixing/purchase of cotton through commodity exchange, increase in machine productivity, better yarn yield with optimum use of raw material, control waste generation to bare minimum and best use of work force, best utilization of capacity with lowest Raw Material Cost and good quality of end product to fetch best yarn price.
GOVERNMENT INITIATIVES-TEXTILE SECTOR
During the year there arevarious positive initiatives in government policies which benefited the textile sector and expected to continue benefit the company in future period.
Due to the operational losses suffered by the company, your directors do not propose any dividend for the current financial year.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 124 of the Companies Act, 2013, there was no unclaimed dividend, relating to the financial year 2020-2021, which was due for remittance during the financial year 2021-2022. Hence no amount due to be transferred to the Investor Education and Protection Fund established by the Central Government. Further in terms of Section 124 (6) of Companies Act, 2013 and the Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 there under and MCA Notification dated August 14, 2019, The unclaimed equity shares of the company, represented by the unclaimed/unpaid and lying in the Alps Industries Ltd.-Unclaimed Share Demat Physical Account of the companyhave been transferred to the Investor Education and Protection Fund Authority (IEPF) Authority.If any investors wish to claim their so transferred shares and unclaimed dividend, they have to comply provisions of section 124(6) of Companies Act, 2013 and the procedures specified under Rule 7 of the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016. The details of shares transferred to IEPF account can be visited at website of the company i.e. www.alpsindustries.com.
CHANGE OF REGISTERED & CORPORATE OFFICE
The Registered & Corporate Office of the Company have been shifted from 57/2 Site- IV Industrial Area, Ghaziabad, Uttar Pradesh-201010 to Plot No. 15-B, G.T. Road, Chaudhary Morh, Ghaziabad-201001 w.e.f. 13th May, 2022. All the necessary Compliances in this regard have been completed.
STATUS &CHANGESOF INDEPENDENT DIRECTORS/BOARD OF DIRECTORS
During the period under review, Mr. Tilak Raj Khosla (DIN: 02724242) resigned from the position of independent director of the company due to attaining the maximum permissible age i.e. 75 year shortly. The Board of Directors of the Company has accepted his resignation in their meeting held on 14.02.2022 and records their appreciation for the valuable services and advices during his tenure provided to the company.
Further Mr. Prabhat Krishna, Mr. Pradyumn Kumar Lamba, Ms. Deepika Shergill, the Independent Directors, resigned as independent director w.e.f. 13.05.2022 due to reaching to completion of their final term shortly. To comply with the provisions of regulation 16, 17, regulation 25 under SEBI (LODR) Regulation 2015 and provisions of section 149, 152 of Companies Act, 2013 and rules made thereunder, company has appointed Mr. Arun Kumar Bhatter (DIN:07957636), Mr. Vikas Lamba (DIN: 09573001), Mr. Arun Kumar Pal (DIN: 09576141) and Mrs. Shikha (DIN:09573028)as independent directors w.e.f. 13.05.2022 . All have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their continuity of appointment as an Independent Director under the provisions of section 149 the Companies Act, 2013 as well as Regulations 16 & 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further interms of Schedule V of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from 01.04.2019, a certificate from a company secretary in practice that none of the directorson the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority of all directors as on March 31, 2022 is being Annexed. Further in terms of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and notification no. G.S.R. 804(E) dated 22nd October, 2019, all the Independent Directors of the company have made their registration with Indian Institute of Corporate Affairs (Institute) for a period of one year validity period during the year.
Further thestatement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors,Mr. Arun Kumar Bhatter (DIN: 07957636), Mr. Arun Kumar Pal (DIN: 09576141), Mr. Vikas Lamba (DIN: 09573001) and Mrs. Shikha Rathi (DIN: 09573028),appointed during the year is included in the board report.
RISK MANAGEMENT PLAN
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Rules 2015, the Company has framed an effective Risk Management policy in order to analyze, control or mitigate risk. The board periodically reviews the risks and suggests steps to be taken to control the same.The same is reviewed quarterly by senior management and also by the Audit Committee of the Board.
In compliance of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015related to corporate governance, the company is not mandatorily required to constitute the Risk Management Committee but for its own betterment has formulated the Risk Management plan, as up dated from time to time. The company continues to recognize that the Enterprise Risk Management is an integral part of good management practice. In terms of Policy, the Company is committed for managing the risk in a manner appropriate to achieve its strategic objectives. The Company will keep investors informed of material changes to the Companys risk profile through its periodic reporting obligations and ad hoc investor presentations. Accordingly the Company has framed procedures to inform members of Board of Directors about risk assessment and minimization procedures. The detailed policy can be viewed at the website of the company i.e., www.alpsindustries.com.
POLICY FOR DETERMINATION OF "MATERIALITY"
In terms of the provisions of Regulation 30 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed and up dated a policy for determination of "Materiality" and the Board of Directors has appointed the Company Secretary & Compliance Officer as the "Materiality Officer" to take care of the relevant compliances. The detailed policy can be viewed at the website of the company i.e., www.alpsindustries.com.
POLICY FOR PRESERVATION OF DOCUMENTS
In terms of the provisions of Regulation 9 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has framed a policy for preservation of documents. The detailed policy can be viewed at the website of the company i.e. www.alpsindustries.com.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Companys Code of Conduct. During the year under review, there were no complaints received under this mechanism.In terms of section 177 of the Companies Act, 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015, the company has established a Vigil Mechanism policy for the Directors and Employees to report genuine concerns in such manner as prescribed under Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and such a vigil mechanism has provided for adequate safeguards against victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee, in appropriate or exceptional cases, instances of unethical behavior, actual or suspected, fraud or violation of the companys code of conduct etc. The detailed policy can be viewed at the website of the company i.e., www.alpsindustries.com.
NOMINATION & REMUNERATION, EVALUATION, BOARD DIVERSITY POLICY & FAMILIARIZATION PROGRAMME AND CRITERIA FOR MAKING PAYMENT FOR INDEPENDENT DIRECTORS
As mandated by the statutory provisions contained under section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination & Remuneration Committee of the Board has already formulated which is in force as on date. This policy contains guidelines on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Companyand Evaluation and Board Diversity policy for directors. This policy may be treated as a benchmark for determining the qualifications, positive attributes and independence of a Director, criteria for evaluation of Independent Directors and the Board, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.
To provide insights into the Company to enable the Independent Directors to understand the Companys business in depth that would facilitate their active participation in managing the Company, familiarization Program have been formulated and introduced by the Company to simplify the understanding of various responsibilities and rights of the Independent Directors during the year under review. The SEBI vide Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017 has issued Guidance Note on Board Evaluation for all listed entities. It has been reviewed by the Board of Directors and noted the criteria for evaluation of Board as a Whole, Non Independent Directors and Independent Directors of the Company. Further in terms of SEBI circular SEBI/HO/CFD/CMD/CIR/P/2018/79 dated May 10, 2018 the Disclosures on Board
Evaluation additional requirement like Observations of board evaluation carried out for the year, Previous years observations and actions taken, and Proposed actions based on current year observations have been made part of policy.The board of directors of the company in their meeting held on 30.05.2018, which has been reviewed from time to time, has approved the revised policy on Board Evaluation and the same has been placed on the website of the company. The detailed updated policy and the Familiarization Program imparted to Independent Directors can be viewed at the website of the company i.e. www.alpsindustries.com.
In terms of Regulation 34 & 46 of and schedule V the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the criteria for making payment to the Non Executive Directors is being complied and is available at Company website www.alpsindustries.com.
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
In terms of the requirement of Companies (Accounts) Amendment Rules 2016 dated March 24 2021 it is to be mentioned that there are no proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the company during the period. Further company has not entered into any One Time settlement (OTS) with any of its lending banks during the period.
RELATIONSHIP WITH INVESTORS
To have the participation by all the valued investors in the voting pattern for any proposal and in terms of the compliance of the Section 108 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014 made there under and in terms of Regulation 44(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the company has made arrangements for e-voting facility through which any investor can participate in the AGMs through e-voting and need not struggle to attend the meetings in person.
In view of the massive outbreak of the COVID-19 pandemic since previous year, pursuant to the Circular No. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 18/2020 dated 21.4.2020, 20/2020 dated May 05, 2020 and 22/2020 dated 15.6.2020 and further Circular No. 02/2021 dated January 13, 2021 and General circular No. 02/2022 dated May 05, 2022 issued by Ministry of Corporate Affairs and Rule 20(4)(v) of the Companies (Management and Administration) Rules 2014 and circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 issued by SEBI, due to massive outbreak of the COVID-19 pandemic since previous year tomaintain the social distancing, issued by the Ministry of Corporate Affairs, physical attendance of the Members to the forthcoming AGM venue is not required. Hence, Members have to attend and participate in the ensuing AGM though VC/OAVM.
Further in terms of Regulation 20 of the SEBI ( Listing Obligations and Disclosure Requirements)Regulations,2015 and Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 made thereunder, the Company has framed Stakeholder Relationship Committee which is fully committed and accountable to the valued investors, who have reposed the confidence in the company by investing their hard earned money in the company and supported the management in such a crucial time.
The relationship with the investors continues to be cordial. Your companys management is fully aware and dedicated for survival of the company and committed to take all efforts to resolve the investors grievances received during the year to the satisfaction of the investors within a reasonable time. M/s Alankit Assignments Limited, the R & T Agent of the company, continued to extend their positive contribution to resolve the Investors grievances efficiently and effectively, whenever they arose. By contribution from all concerned, the investor grievances have been resolved to the fullest satisfaction of investors. We sincerely place on record, the appreciation for our valued investors, who have contributed and reposed the confidence in the company at this difficult time.The management not only believes in legal compliance related to the investors, but also morally protects their interest, and treats them as part of Alps Group. In its endeavor to improve investor services, your Company has created an investor section, anddesignated exclusive E-Mail ID for the purpose of registering complaints by investors and necessary follow up action by the company / compliance officer in compliance with Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The e-mail ID is: email@example.com.
HUMAN RESOURCES CONSOLIDATION OF MANPOWER
The year started with another wave of centurys biggest crisis Covid-19 Pandemic without alerting the organization as well as the World. The severity was higher than last year with a fear of higher expected impact on the businesses as well. The Industry has already been working hard to deal with consistent market-slow-down since last three years. However, the organization was able to handle the turbulence and also keep up the confidence of our human resources in this unprecedented crisis.
Learning from TOC helped in controlling the operating expenses with rigorous close monitoring, applying different ways of reducing the cost and at the same time extending generous help to our employees so that they are able to meet their basic expenses and retain with us. With unparallel support of the management as well employees, the company sailed through the tough time successfully retaining most of ourkey resources and clients. However, with continued pressure from the lenders as well as from the market, the business operations at all locations were being consolidated and tapered off. But, the work climate at the shop-floor was maintained with frequent communications with employees and workers and with their mutual consent. In-line with the national policy of gender equality and policy to restrict the sexual harassment, there has not been any case of sexual harassment reported. The companys concerns for welfare of its workforce continued during the year and accordingly Group pension/Accident Insurance policy/ESI/WC policies were continued further as in the past. It is expected that in near future, business operations as well as manpower will be drastically curtailed. It will be ensured that there is no Industrial dispute due to such scenario. During the year, with consistent review and efforts for optimization of available manpower resources, no. of employees was 1334 as compare to 1281 last year. However upon sale of all operative assets by the lenders of the company under the provisions of SARFAESI at the year end, in view of non existence of any manufacturing activities in near future, the company has served a notice to most of its employees.
The information required under Section 217(2A) of Companies Act, 1956, read the Companies (Particulars of Employees) Rules, 1975, duly amended by the Companies (Particulars of Employees) Rules, 1999 and further amended vide G.S.R. No. 289(E) dated March, 31, 2011,is not applicable to the company as none of the employee is drawing remuneration more than the limits prescribed/specified under the said Rules during the financial year 2021-22.
REAPPOINTMENT OF NON-INDEPENDENT DIRECTORS BY ROTATION AND AS WHOLE TIME DIRECTOR
In terms of the provisions of Section 152 of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 & Article No. 106, 107 & 108 of the Articles of Association of the Company, Mr. Pramod Kumar Rajput, Executive Director (DIN: 00597342)), Non-Independent designated as Executive Director, recommended by the Nomination & Remuneration Committee and by the Board of Directors at their meeting held on May 30 2022 for re-appointment, who retires by rotation and eligiblefor re-appointment and offer himself for reappointment, at the ensuing Annual General Meeting. The disclosures as required under the provisions of Companies Act 2013 Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 related to Corporate Governance published elsewhere in the Annual Report.
Further in terms of Sections 196 and 197 read with Schedule V and all other applicable provisions, if any of the Companies Act, 2013 and recommendation of Nomination and Remuneration committee, the reappointment of Mr. Sandeep Agarwal (Din: 00139439) as Managing Director, for a further period of three years W.E.F 01-04-2023 TO 31-03-2026,is proposed by way of special resolution, at the ensuing Annual General Meeting.
NUMBEROF BOARD MEETINGS
Minimum five prescheduled Board meetings are held every year. In case of any exigency/emergency, resolutions are passed by circulation. During the Financial Year 2021-22 the Board of Directors met five times on 09/06/2021, 30/06/2021, 13/08/2021, 12/11/2021 and 14/02/2022. The maximum gap between any two meetings was less than one hundred and twenty days, as stipulated under section 173 of Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and Secretarial Standards.
KEY MANAGERIAL PERSONEL
During the year under review as required under section 203 of the Companies Act, 2013 and applicable rules, There is no change in the Existing KMPs of the Company viz. Mr. Sandeep Agarwal, (Managing Director), Mr. Ashok Kumar Singhal, (President-Accounts & Finance) and Mr. Ajay Gupta (Company Secretary & General Manager-Legal). Hence they continued to be KMPs of the Company.
INTER CORPORATE LOANS, GUARANTEES AND INVESTMENTS
During the year under review company has not given any Inter Corporate Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013.
REVISED ONE TIME SETTLEMENT WITH MATERIAL SUBSIDIARY COMPANY
Your company has entered into a Revised Settlement with one of its Material subsidiary company namely Alps Energy Private Limited on June 30 2021 for Rs. 53 Lakh towards existing liability of Rs. 89.75 Lac and also paid for during the year under review.
CORPORATE SOCIAL RESPONSIBILITY
Due to net loss suffered by the company during the financial year 2020-21, in terms of the provisions under Section 135 of the Companies Act, 2013, the company was not required to make expenditure on the CSR activities in the financial year 2021-22. Your company has CSR Committee which had been constituted by the board of the company. The CSR Committee have framed a Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board at their meeting held on 12.8.2016, indicating the activities to be undertaken by the Company to fulfill the expectation of our Stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of the Company. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules 20I4, if required.
Due to losses in previous financial year i.e. 2020-21, the requirements for annexing the Statement of Annual Report on CSR Activities in terms of the provisions of section 135 and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable.
RELATED PARTY TRANSACTIONS
In terms of the Section 188 Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and further in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to the Corporate Governance, the company has formulated a Policyon Materiality of Related Party Transactions and the same is duly reviewed and updated from time to time as required and latest on July 31, 2020 at the meeting of Board of Directors.
During the year under review the company has entered into related partytransactions which are at the market prevailing prices and on arms length basis and are in its ordinary course of business and in terms of IND AS 24. Hence there are no conflicts of interest and in compliance with the Policy on Materiality of Related Party Transactions. It is also hereby confirmed that the limit of Rs. 1.00 crore of per transaction as approved at the meeting of Board of directors held on July 31, 2020 has been adhered to during the year.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134(5) of the Companies Act 2013, the Board confirms and submits the Directors Responsibility Statement:
??In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
??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 thecompany at the end of the financial year and of the profit and loss of the company for that period;
??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;
??The directors had prepared the annual accounts on a going concern basis; and
??The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively which means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;
??The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
In terms of the provisions of section 197 of Companies Act, 2013, read the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, none of the employee is drawing remuneration more than the limits prescribed/specified under the said rules during the financial year 2021-22. In terms of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, the details of top ten employees drawing remuneration are enclosed as Annexure 1.
However Particulars of employees, under Section 197 of the Companies Act 2013 and applicable Rules made there under, having paid in excess of the remuneration to Whole Time Directors as on March 31, 2022 is not applicable as no remuneration has been paid to the any whole time directors of the company during the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of theCompanies (Accounts) Rules, 2014regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been given in the statement annexed as Annexure-II here to and forms part of this report.
COST AUDIT REPORT
In compliance with the Companies (Cost Records & Audit) Rules, 2014 published vide GSR No. 01(E) on December 31, 2014 issued by the Central Government in terms of the Powers conferred by Section 148, of the Companies Act, 2013, company had appointed M/s. Pramod Agarwal & Co. Cost Accountants Firm Regn. No. 104022to submit the Cost Audit Report duly approved by the Board of Directors, to the Central Government, for the financial year ended on March 31, 2022 for the products which are specified in the Notification No. GSR No. 01(E) on December 31, 2014 and Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The Cost Audit report as issued by the M/s. Pramod Agarwal & Co., Cost Accountants being the cost auditors of the company for the financial year 2021-22 will be filed by the company within the due date.
In compliance with the Companies (Cost Records & Audit) Rules, 2014 published vide GSR No. 01(E) on December 31, 2014 issued by the Central Government in terms of the Powers conferred by Section 148, of the Companies Act, 2013 M/s Pramod Agarwal & Co. Cost Accountants Firm Regn. No. 104022 Cost Accountants, Ghaziabad, firm of Cost Accountants has been appointed as the Cost Auditors of the company under Section 148 of the Companies Act, 2013 for the next financial year ended on March 31, 2023, at the meeting of Audit Committee and Board of Directors of the company held on May 30 2022. As required under
Section 148 of the Companies Act, 2013, the ratification for their appointment & remuneration has been recommended at the forthcoming Annual General Meeting of the company. However, it is strictly applicable in terms of any Notifications/Circulars related to Cost Records and Cost Audit Rules, as may be specified at any time by the MCA or any regulatory authorities. If due to any reasons the mandatory requirements abolish, then continuation of the appointment of Cost Auditors, will be at the discretions of the board of directors as per the requirements of the company.
M/s. R.K. Govil & Co., Chartered Accountants,(Firm Registration No. 000748C)the Statutory Auditors of the Company, was reappointed under section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014for five years from the conclusion of the Forty Seventh Annual General Meeting until the conclusion of the Fifty Second Annual General Meeting i.e., from 01.04.2019 to 31.03.2024. The board of directors has approved the continuity of auditors for remaining three years at their meeting held on May 30 2022. In terms ofthe above section and as amended from time to time no further confirmation from the members of the company is required since the requirement of ratification by the shareholders have been withdrawn by MCA vide notification dated May 8, 2018.The company has received theeligibility certificates under Section 141 of the Companies Act, 2013 from the said auditors.
In terms of Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014, the Board of Directors at their meeting held on May 30 2022has approved the arrangement of in-house internal audit though the requisite qualified and experienced officials of the company to conduct the internal audit of the company for the financial year 2022-23.
During the year, your company has not raised any money by way of Deposits under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.
CORPORATE GOVERNANCE DISCLOSURES
The Management Discussion and Analysis is given as an Annexure-III to this report and further the requirements of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on the Corporate Governance practices followed by the Company and the Statutory Auditors Certificate on Compliance of mandatory requirements as Annexure-IV along with the non mandatory information under corporate governance is annexed as part II of Corporate Governance Report. It has always been the endeavor of your company to practice transparency in its management and disclose all requisite information to keep the public well informed of all material developments.
SECRETARIAL AUDIT REPORT
In terms of the Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on June 30, 2021, company has appointed M/s.Nisha Choudhary & Associates, Company Secretaries Ghaziabad to provide theSecretarial Audit Report for the Financial Year ended on March 31, 2022. In compliance of aforesaid requirement, they have provided the Secretarial Audit Report which has been annexed with Board report as Annexure V andtheSecretarial Audit Report of the Material Indian Subsidiary company i.e., Alps Energy Private Limited is being annexed in the annual report else where.
Further in terms of SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 the Annual Secretarial Compliance Report for the financial year 2021-22 has been submitted to Stock Exchanges.
Further the Board of directors of the company will appoint the Secretarial Auditor for the next Financial Year ending on March 31, 2023 in due course of time.
ABSTRACT OF THE ANNUAL RETURN
In terms of amended section 92 of the Companies Act 2013, and as amended vide Companies (Amendment) Act 2017 and further vide notification dated May 7, 2018, the extract of the Annual Report as on it stood as on March 31, 2022 being attached with the Directors Report as
STATUS OF HOLDINGS IN SUBSIDIARY COMPANIES
As per Section 2(87) of the Companies Act, 2013, as amended vide Notification No. S.O. 1833(E) dated 8th May, 2018, M/s. Alps Energy Pvt. Ltd. remains to be the Subsidiary company of the Alps Industries Ltd. by way of controlling the voting powers to the extent of 69.75% in its aggregatevoting powers of the aforesaid company.
In terms of Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Prabhat Krishna ( DIN:02569624), Independent & Non-Executive Director of the Company resigned and Mr. Vikas Lamba (DIN:09573001) is appointed w.e.f. 13.05.2022, to act as representative director in the aforesaid Indian "Material subsidiary" company i.e., M/s. Alps Energy Pvt. Ltd. as well as M/s Alps USA Inc, the "Material subsidiary" in terms of Regulation 24 of the amended SEBI Circular SEBI/LAD-NRO/GN/2015-16/013 dated 2.9.2015.
FINANCIAL STATEMENTS/ PERFORMANCE OF SUBSIDIARY COMPANIES
The company continued to have two subsidiaries at the end of the financial year viz; M/s. Alps USA Inc. incorporated in USA and M/s. Alps Energy Pvt. Ltd incorporated in India. As required under Section 129(3) of the Companies Act, 2013 and applicable rules, the Financial Statements of these Subsidiary Companies are being annexed along with the separate statement containing the salient features of the financial statement of its subsidiaries and associate companies in terms of Rule 5 of Companies (Accounts) Rules, 2014.
Further in terms of the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014regarding the report on the highlights of performance of subsidiaries and their contribution to the overall performance of the company during the period under report in the prescribed Form AOC-1, is enclosed as Annexure-VII in the Annual report.
Observations in the Auditors Report are dealt within Notes to Accounts at appropriate places and being self-explanatory, need no further explanations With regard to Audit qualifications for the yea runder review, as per the requirement under Regulation 33 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, and further amended by SEBI Notification No. SEBI/LAD-NRO/GN/2016-17/001 dated May 25, 2016 and as amended on May 9, 2018 and Circular No. CIR/CFD/CMD/56/2016 dated May 27, 2016 issued by the Securities and Exchange Board of India (SEBI), the Statement on Impact of Audit Qualifications signed by Managing Director/CFO/ Chairman of the Audit Committee and Auditors have been submitted with stock exchanges and forming the part of Annual Report.
No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Companies Act 2013. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme saveand except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
6. In terms of section 143 (12) of the Companies Act, 2013 it is hereby confirmed that there are no frauds reported by auditors other than those which are reportable to the Central Government.
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.
Your directors take this opportunity to thank the Banks, ARCs, Reserve Bank of India, Central and State Governments Authorities, Regulatory Authorities, Securities Exchange Board of India, Stock Exchanges, Stakeholders, Customers and Vendors for their continued support and cooperation, and alsothank them for the trust reposed in the Management. The Directors place on record their appreciation for the efficient and loyal services rendered by the Staff and workmen, also acknowledge the help, support and guidance from the various Statutory Bodies, Government and Semi-Government Organizations and thank for customers, suppliers, investors for their continues support during the year.
|Alps Industries Limited|
|Place: Ghaziabad||(Pramod Kumar Rajput)||(Sandeep Agarwal)|
|Date: May 30 2022||Executive Director||Managing Director|
|(DIN: 00597342)||(DIN: 00139439)|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS