Alps Industries Ltd Directors Report.

To,

The Members,

Alps Industries Limited.

Your Directors have pleasure in presenting the 48th Annual Report, together with the Audited Statements of Account of the Company for the financial year ended on 31st March, 2020 in terms of the Companies Act 2013 and rules & regulation made there under & Regulation 33 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, 2020 is summarized below:

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended March 31, 2020 Year Ended March 31, 2019
Total Income 32194.03 37745.77
Operating Earnings/Losses before Financial Expenses, Depreciation & Amortization and Tax (604.40) 599.01
Finance Cost 5753.17 5784.20
Depreciation 1481.82 3378.93
Impairment of Assets 4665.81
Profit/(Loss) Before Tax (12505.19) (8564.12)
Provision for Tax
Profit/(Loss) After Tax (12505.19) (8564.12)
Exceptional Items 995.61 2239.07
Surplus /(Deficit) of last year Add: (11509.58) (6325.05)
Surplus available for appropriation (59281.07) (47771.49)
Appropriations
Surplus/(Deficit) carried to Balance Sheet (59281.07) (47771.49)
Surplus available for appropriation _

-

OPERATING SCENARIO

GLOBAL OVERVIEW - DOMESTIC & EXPORTS

The Cotton Association of India (CAI) in its January 20 estimate has retained its cotton crop estimate for 2019-20 at 354.50 lakh bales i.e. at the same level as in the previous estimate. The total cotton supply estimated by the CAI during the months of October 2019 to January 2020 is 234.89 lakh bales, which consists of the arrivals of 192.89 lakh bales upto January 2020. Further, the CAI, has estimated cotton consumption during the months of October 2019 to January 2020 at 106 lakh bales while the export shipment of cotton estimated by the CAI upto January 2020 is 20 lakh bales. Domestic consumption estimated by the CAI for the entire crop year i.e. upto 30th September 2020 is 331 lakh bales i.e. at the same level as estimated by the Cotton Advisory Board. The textile industry has experienced a slowdown in the recent past and lower demand for sure, not only in India but globally. There is a silver lining on the horizon for India. There are subtle indicators for the slowdown is behind us and the recovery phase of business cycle is already in motion, particularly due to Lockdown and recession in overall economy. The future growth will come from the weak links in the value chain like weaving, warp knitting, processing and garmenting where most investments are likely to happen. A growing Indian domestic market which will require investment in capacity building, with an ever-increasing focus on expansion and diversification. The industry has to collaborate and support one another in order to achieve success, can see now or in the next few months. But what is more important are the few facts which tell us that India will for sure grow if the right policy on one side and the right capital along with the financial support on the other side are deployed. Central and State Government support is essential for the industry at the moment. We need some policy and the role of associations. The upcoming Textile Policy will surely boost the industry. In the long run though, the Indian population which is at 1.3 billion, with a demographic advantage of younger people with an ever increasing purchasing power is Indias biggest asset. The domestic textile and apparel markets have grown at 10% CAGR from USD 28 billion in 2005-2006 to USD 90 billion in 2017-2018 and it is expected to grow to USD 220 billion in 2025-26.The one of the notable aspect is China, which is now shifting its focus away from the textile industry. This is an opportunity that India is well poised to capitalize on. The next aspect is on the fibre front. The world consumption is moving towards polyester with 54% while cotton is just 28% and balance other fabrics like wool, nylon, acrylic and etc. Even though cotton is one of the cornerstones of the Indian textile industry, in the future it will not be sufficient and the only way to satisfy the demand is moving to man-made fibre.

Micro level- overall performance

Your company is very much optimistic on growth in sale of new product range. In the Auto and Technical Textiles segment, your company has reasonably done well. Your company started production on Transfer Printing machine and company has successfully launched the product. In processing division company has taken up the process optimization targets that will reduce process cost as well as process time without impacting product quality. Your company had made a new fabric with the use of Linen yarn development which have been commercialize. Your company is focusing more on to the heavy vehicles segments, Technical Textiles and Defence sector since your company expecting change in the policy for procurement of indigenous products. Your company also looking forward to expand the business in other segments during the current financial year. Further company has ventured into fire retardant fabrics suitable for hotel industry and Defence sector for technical textiles. Your company have also reinvented commodity products to have good response from exports as well as

domestic buyers. The company has started new products during the period under review in Yarn segment. Under the Made- up & Fabric Products, your company offers a range of furnishing products for house and office use. Several initiatives were taken for update the quality and changing the product mix.

This are value added items with good demand in domestic and exports markets. The efforts to change the Product Mix at our Yarn Spinning Mill at Haridwar, adding value added Melange Yarn, affected the production, temporarily thus adversely affecting the Productivity In the Auto & Technical Textiles segment. It is expected that the possibility of re-engineering the product constructions and raw materials utilization mix will give positive results. Under the Made-ups Division, company is growing and progressing very well in this segment in both Global and Domestic Markets. With changing global demands & stiff competition, your company has taken many steps towards its constant improvements, in creating new benchmarks in the industry, like constant improvements in design & development w.r.t advanced & versatile equipments, competent team which helps in reducing turnaround time from CADs to actual physical sample, ability to offer specific developments along with coordinated product across categories. Further relentless dedication of each and every employee who leave no stone unturned to take company to glorious height. Your company has formulated its strategies and has well identified key areas to improve performance in the current market scenario / environment. Your company is aggressively increasing share of business with existing customers & focusing on getting new strategic customers, focusing on increasing share of product categories, opening up for outsourcing products & services to meet the market demands. Under the Made-up & Fabric Products, your company offers a range of furnishing products for house and office use and Under the Yarn products it offers a gray yarn for industrial use. Further company has also undertaken various learning & development initiatives during the year for strengthening & upgrading its human capital. Constant efforts are being made to increase the throughput & reduce the OE. While we continue to strive and deliver through performance, we maintain our endeavour to be a socially responsible corporate. Several initiatives were taken for update the quality and changing the product mix.

However due to nationwide Lock down by competent authorities the performance of the company in coming year will be impacted adversely.

During the period under review your company has incurred a negative EBITDA, which comes to Rs.604.40 Lacs in comparison to positive of Rs. 599.01 Lacs in previous year. The PAT for the period is also negative at Rs. 11509.58 Lacs in comparison to the previous year of Rs. 6325.05 Lacs, which is partly due to impairment on assets in current year and due to low volume of turnover as there was economic slowdown and continuation of fixed expenses and further better in previous year due to exceptional profit for the reason of write back of debt payable to lenders because of settlement with them.

FUTURE OUTLOOK - TECHNICAL FRONT

At this unit your company is focusing on improving plant performance in general and to produce quality oriented yarns for higher segment. The company is finding out the possibility of re-engineering the product constructions and raw materials utilization mix. In processing of products your company has taken up the process optimization project that will reduce process cost as well as process time without impacting our product quality. In Meerut Unit, Company is exploring the possibility of reengineering the product constructions and raw materials utilization mix. To upgrade the technological front various efforts are being taken. This will add new value added product range. Your company is optimistic for the market response of newly introduced product range by technological development. Your company is continually up-grading machines through technical

improvements for productivity resulting in production enhancement. Your company is adding new customers & enhancing share of more profitable products to improve profitability. Company is hopeful for growth in marketing of new product range. In other units also, we have been able to maintain the balanced technical performance in terms of utilization and productivity during the financial year under consideration.

FINANCIAL RESTRUCTURING & STATUS OF UNITS OF THE COMPANY

During earlier year, the lenders having more than 83% of then 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 98% of the total secured debt of the Company), (EARC) in order to recover its dues from the Company has also filed an Original Application before Debts Recovery Tribunal, Lucknow Bench, which application is pending adjudication. In addition to above EARC has under the provisions of SARFAESI auctioned properties located at 58/1, Site IV Industrial Area, Sahibabad, Ghaziabad (U.P.), B-2, Loni Road, Industrial Area, Ghaziabad (UP) and All that Plant & Machineries lying at l A, Sec.-10, 11E, SIDCUL, Haridwar and Lenders having first pari passu charge over these assets have adjusted their dues with the realization made thereof. EARC has also taken over the symbolic possession of 3 properties Viz. Leasehold Land, Building and Plant & Machineries lying at Plot nos. A-2 & A-3, Loni Road, Industrial Area, Ghaziabad (UP) and lA, Sec.-10, IIE, SIDCUL, Haridwar under section 13(4) of the SARFAESI Act and issued a sale notice under Rule 8(6) and Rule 6(2) of the Security Interest (Enforcement) Rules, 2002. The adjustments as may arise on account of further action of lenders, if any, shall be made in the books of account in the year upon receipt of information from them. The Company once again submitted a revised settlement/restructuring proposal with lenders which is under active consideration with them. Your company expects to get the revised settlement/restructuring proposal approved from lenders and accordingly, the Company would be meeting its revised financial obligations.

Further Syndicate Bank has waived/extinguished their rights of redemption of their 7416190 6% Cumulative Redeemable Preference shares alongwith dividend rights vide their letter dt. 22/10/2019. The board has approved the extinguishment. Accordingly the company has extinguished the 7416190 unlisted CRPS. The Alankit Assignment Ltd, R&T Agent and National Securities Depositories Limited have approved. Now no shares exist in favour Bank w.e.f. November 27, 2019.

CREDENTIALS/CERTIFICATIONS

With the contribution and efforts of all concerned, the various credentials have been renewed /continued during the period under review viz.:

Gots certificate Organic cotton.

Oeko-tex renewal under process for Hohenstein Textile Testing Institute, Germany.

IATF renewal under process for manufacturing seat fabrics for the automotive application.

Scan certificate for Security Audit renewal under process.

Walmart certificate for Supply Chain for Export units renewal under process.

BSCI certificate for Social Audit.

MEASURES TO REDUCE/CONTROL COST

In Hardwar unit installation of AC Drive in Toyota Ring Frame machines for suction fan motor with feedback control system, AC Drive in link coner machines for suction fan motor and replacement of air fan motor with low power consumption has been completed during the year. On technical front, your company is continuously try 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. To active saving by optimum utilization, Air as per requirement of machine, the working pressure has been reduced and wastage of Air have been controlled in our Hardwar unit. The spinning and weaving units have taken various important steps which includes buying of raw material in bulk quantity, directly from suppliers, after proper negotiation and studying market prices, reducing the fixed overheads, increase the utilization and efficiency of machineries to reduce the cost, standardize the production process flow chart to avoid the rejection, maintain the inventory level as per the requirement, constant check on power consumption, controlling/reducing rejections & re-processing, reusing / recycling all possible items, strict follow-up on regular maintenance schedule to avoid major break downs, increasing overall efficiency to reduce production cost, using low consumption LED lights.

In weaving unit the company is looking forward to analysis the possibility of re-engineering the product constructions and raw materials. Further focus is on the strict monitoring of the inventory and to procure the raw material in minimum lead time. It will minimize the buffer stocks. In order to reduce marketing cost we are distributing the material through depot nearest to consumers. This will bring down the transportation and handling cost. To meet out the market competitiveness and improve the financial performance, the company is committed to reduce the cost, upgrade the efficiency and ensure optimum utilization of the current as well as fixed assets of the company.. In order to reduce the substantial logistic cost, the company is opting for land ports nearest to the units. Transportation cost reduced by finalizing the transport & courier contracts at best possible lowest rates for the goods movement of the Units. The unit located at Meerut has also optimized its cost structure by way of strong emphasis on consumption and control of waste, reduction & rationalization, inventory control & Manpower optimization. In Made up unit your company have implemented strict monitoring of the stocks by analyzing the in minimum lead time. Energy audit observations and suggestions by competent agency were also implemented at the spinning unit during the period under review to save the Energy cost. This has resulted in significant cost savings.

GOVERNMENT INITIATIVES- TEXTILE SECTOR

The Government has announced National Technical Textiles Mission, which is expected to give thrust to production of a wide variety of textiles used in sectors such as healthcare, infrastructure, automobiles, defence, and agriculture. The 1,480-crore Mission, to be implemented from 2020-2021 to 2023-2024, aims at positioning India as a global leader in technical textiles. The size of the technical textile industry in the country is approximately 12,000 crore, excluding the hygiene industry. The last time the sector received focus was a few years ago to set up six centers of excellence across the country. With the need to create a domestic base for raw material production, push for manufacture of high end technical textile products, boost investments, and increase per capita consumption, there is a need for a Mission. Another major announcement was abolition of anti-dumping duty on PTA (Purified Terephthalic Acid) which is expected to give a thrust to the polyester fibre sector, This is

the raw material for production of polyester fibre. This was one of the long-pending demands of the industry. Abolition of anti-dumping duty will bring polyester price in India on a par with international price. Polyester will be the future engine of growth for the Indian textile industry. Within days of hiking the deposit insurance five-folds to Rs 5 lakh per account, Finance ministry is working on the controversial Financial Resolution & Deposit Insurance (FRDI) Bill. The government was forced to withdraw the FRDI Bill from the House after Opposition members objected to it, especially the bail-in clause to banks, which many fear is detrimental to depositors Finance Budget for 2020-21was light on new structural reforms. It has not materially altered its forecasts for Indias economic growth to rise to 5.6 per cent in the next fiscal from 4.6 per cent in 2019-20. The Union Budget 2020-21 implies a modest degree of slippage from previous targets to consolidate public finances. However, its contents are consistent with our expectations. The Budget was light on new structural reforms, although the government had already unveiled some measures last year, The finance ministry announced some easing of restrictions on foreign portfolio inflows, and schemes to encourage manufacturing in electronics and textile sectors.

DIVIDEND

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 20182019, which was due for remittance during the financial year 2019-2020. 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, during the year 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 company have 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.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent directors viz. Mr. Prabhat Krishna, Mr. Pradyumn Kumar Lamba, Mr. Tilak Raj Khosla and Ms. Deepika Shergill 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 in terms 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 directors on 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, 2020 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 has registered with the Indian Institute of Corporate Affairs (Institute) initial validity period of one year during the year.

Further as no Independent director has been appointed during the year, the statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors, appointed during the year, is not applicable.

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, 2015 related 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 recognizes 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 behaviour 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 and Regulation 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 Company and 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 has approved the revised policy on Board Evaluation and the same has been placed on the website of the company. The detailed policy 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.

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, 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 issued by Ministry of Corporate Affairs and Rule 20(4)(v) of the Companies (Management and Administration) Rules 2014 due to massive outbreak of the COVID-19 pandemic to maintain 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, and designated 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: investorsgreviences@alpsindustries.com.

HUMAN RESOURCES - MANPOWER OPTIMIZATION

The focus during the year has been on the optimization of available Manpower resources as the on-going challenges created due to market slow-down in the previous year continued this year as well. Learning from Theory of Constraints (TOC) proved very useful in this endeavor, the concept cascaded across all the hierarchy amongst the team. Focus remained on Continuous improvement / BTB (Better-Than-Before).Learning from TOC helped in strengthening some of the critical functions in terms of appointing competent personnel in the concerned leadership roles like in Marketing for Fabric as well as Made-ups business and in Maintenance and HR in Yarn Business. Though, challenges with ongoing slow-down continued this year as well across the country, efforts made effectively in order to retain the talent with traditional as well as innovative retention strategies. With continued efforts to improve the female workers/employees ratio, particularly at the shop floor, 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 and homogeneity of the Work environment is maintained. Besides, efforts were made for regional balancing of

Workers in our Haridwar Unit, significant efforts were made to control Labour Losses. 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. The company has been consistently maintaining harmonious & cordial relations with the employees at all the locations. The Company continues to lay emphasis on building and sustaining an excellent organizational culture focusing on performance. During the year, with consistent review and efforts for optimization of available manpower resources, average employment, has been 1650, slightly less than that of last year. Pursuit of proactive policies for industrial relations has resulted in a peaceful and harmonious situation on the shop floors of all the plants.

BOARD OF DIRECTORS- CHANGES/REAPPOINTMENTS

During the year under review, Mr. Krishan Kumar Agarwal (DIN:00139252) Promoter and relative of Mr. Sandeep Agrawal Managing Director, has resigned from the position of Director and Non Executive Chairman on 31.07.2020 due to health reasons. The Board of Directors of the company has accepted his resignation letter in their meeting held on 31.07.2020 and records their appreciation for the valuable services and advices during his tenure provided to company.

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. P.K. Rajput (DIN:00597342), Non-Independent and Executive Director recommended by the Nomination & Remuneration Committee and by the Board of Directors at their meeting held on July 31, 2020 for re-appointment, who retires by rotation and eligible for reappointment 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. P.K. Rajput (DIN: 00597342) as Executive Director in terms of Sections 196 & 197 of Companies Act, 2013 and Schedule V, is proposed by way passing the special resolution in the ensuing Annual General Meeting for a further period of three years effective from July 28, 2021 to July 27, 2024.

NUMBER OF BOARD MEETINGS

Minimum four prescheduled Board meetings are held every year. In case of any exigency/emergency, resolutions are passed by circulation. During the Financial Year 2019-20 the Board of Directors met four times on 30/05/2019, 14/08/2019, 14/11/2019 and 12/02/2020. 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 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.

CORPORATE SOCIAL RESPONSIBILITY

Due to net loss suffered by the company during the financial year 2018-19, 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 2019-20. 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. 2018-19, 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 Policy on 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 party transactions 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 May 30, 2019 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 the company 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 2019-20. 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 paid to Whole Time Directors as on March 31, 2020 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 the Companies (Accounts) Rules, 2014 regarding 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. Gaurav Gupta & Associates, Cost Accountants, (Firm Regn. No. 104132) to submit the Cost Audit Report duly approved by the Board of Directors, to the Central Government, for the financial year ended on March 31, 2020 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. Gaurav Gupta & Associates,

Cost Accountants being the cost auditors of the company for the financial year 2019-20 will be filed by the company within the due date.

COST AUDITORS

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 V B S K & CO. Cost Accountants Firm Regn. No. 000352 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, 2021, at the meeting of Audit Committee and Board of Directors of the company held on July 31, 2020. 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.

STATUTORY AUDITORS

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, 2014 for 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 four years at their meeting held on July 31, 2020. In terms of the 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 the eligibility certificates under Section 141 of the Companies Act, 2013 from the said auditors.

INTERNAL 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 July 31, 2020 has 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 2020-21.

DEPOSITS

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 May 30, 2019, company has appointed M/s. D.K. Chawla & Co., Company Secretaries to provide the Secretarial Audit Report for the Financial Year ended on March 31, 2020. In compliance of aforesaid requirement they have provided the Secretarial Audit Report which has been annexed with Board report as Annexure V and the Secretarial Audit Report of the Material Indian Subsidiary company i.e. Alps Energy Private Limited is beingannexed in the annualreportelsewhere.

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 2019-20 has been submitted to Stock Exchanges.

Further the Board of directors of the company has appointed M/s. Nisha Choudhary & Associates, Company Secretaries Ghaziabad, Company Secretaries to provide the Secretarial Audit Report for the next Financial Year ending on March 31, 2021.

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, 2020 being attached with the Directors Report as Annexure VI. It is also displayed on the website of the company i.e. www.alpsindustries.com.

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 aggregate voting 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 continues to be representative director in the aforesaid Indian "Material subsidiary" company i.e. M/s. Alps Energy Pvt. Ltd. and M/s Alps USA Inc, being "Material subsidiary in terms of Regulation 24 of the amended SEBI Circular SEBI/LAD-NRO/GN/2015-16/013 dated 2.9.2015 during the period under review.

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, 2014 regarding 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.

AUDITORS OBSERVATIONS

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 year under 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.

GENERAL DISCLOSURES

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 save and 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.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank the Banks, ARCs, Reserve Bank of India, Central and State Governments Authorities, Regulatory Authorities, Honble National Green Tribunal, National Company Law Tribunal, Securities Exchange Board of India, Stock Exchanges, Stakeholders, Customers and Vendors for their continued support and co-operation, and also thank 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.