Alstone Textiles (India) Ltd Directors Report.

To,

The Members,

Alstone Textiles (India) Limited

The Directors have pleasure in submitting their 35th Annual Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended 31st March, 2020.

1) FINANCIAL SUMMARY HIGHLIGHTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(IN ‘000 Rs.) (IN ‘000 Rs.)
Particulars 31st March, 2020 31st March, 2019
Total Income 889 1
Profit before Tax (1,891) (762)
Less: Provision for Tax - -
Current Tax - -
MAT Credit Entitlement - -
Earlier Year tax - -
Deferred Tax 1 1
Net Profit after Tax (1,891) (762)

2) STATE OF COMPANY AFFAIRS:

During the financial year 2019-20, the Company has recorded Total Income of INR 889,000/-. The Company has net Loss of INR 18,91,247/- during the year as compared to loss of 762,410/- in the last year. The Directors are optimistic about future performance of the Company.

3) GLOBAL HEALTH PANDEMIC FROM COVID-19

The World Health Organization declared a global pandemic of the Novel Corona virus disease (COVID-19) on February 11, 2020. In enforcing social distancing to contain the spread of the disease, our offices and client offices all over the world have been operating with minimal or no staff for extended periods of time. In keeping with its employee-safety first approach, the Company quickly instituted measures to trace all employees and be assured of their well-being. Our teams reacted with speed and efficiency, and quickly leveraged technology to shift the workforce to an entirely new ‘work-from-home model. Proactive preparations were done in our work locations during this transition to ensure our offices are safe.

4) WEB ADDRESS OF ANNUAL RETURN:

The web address where Extract of Annual Return in Form MGT-9 for the Financial Year 2019-2020 referred in sub-section (3) of Section 92 has been placed is mentioned below: www.alstonetextiles.in

However, the Extract of Annual Return (MGT-9) also annexed herewith marked as Annexure-I.

5) CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of the business of the Company.

6) DIVIDEND:

As the company is under losses so the company is not able to recommend any dividend. But the directors are hopeful better result in ensuring future.

7) TRANSFER TO RESERVES:

The Company did not transfer any amount to the General Reserves.

8) SHARE CAPITAL:

The Paid up Share Capital as on 31st March, 2020 was INR 12,74,80,000/-. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company, under any scheme. There was no change in share capital during the year.

9) DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

10) SUBSIDARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

There are no Subsidiaries, Associate and Joint venture companies of the Company.

11) BOARD OF DIRECTORS:

A. DIRECTORS RETIRES BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Deepak Kumar Bhojak, Managing Director of the

Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his reappointment.

B. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.

The Independent Directors have submitted their disclosure to the board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Familiarization policy is available on companys website i.e. www.alstonetextiles.in

During the year, one (1) Meeting held in the F.Y-2019-2020 on 04th March, 2020 of the Independent Directors of the Company.

C. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D. KEY MANAGERIAL PERSONNEL:

The following persons are designated as Key Managerial Personnel of the Company pursuant to Section-2(51) and Section-203 of the Act, read with the Rules framed thereunder:

A. Mr. Deepak Kumar Bhojak, Managing Director.

B. Mr. Deepak Tyagi, Chief Financial Officer.*

C. Mr. Deepak Verma, Chief Financial Officer.**

D. Ms. Neha Chaudhary, Company Secretary***

E. Mr. Ashish Garg, Company Secretary****

* Mr. Deepak Tyagi has resigned from post of CFO on 24th April, 2019

** Mr. Deepak Verma has been appointed on post of CFO w.e.f 24th April, 2019.

*** Ms. Neha Chaudhary has resigned from post of Company Secretary on 1st November, 2019.

**** Mr. Ashish Garg has been appointed as Company Secretary w.e.f. 20th November, 2019.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision 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 have been followed along with proper explanation relating to material departures;

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 year under review;

• The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

• The Directors have prepared the accounts for the year ended 31st March, 2020 on a going concern basis.

• The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

• The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

13. MEETINGS:

(a) BOARD MEETINGS

The Board of Directors duly meets Thirteen times (13) times during the Financial Year from 1st April, 2019 to 31st March, 2020. The dates on which meetings were held are as follows:

1st April,2019; 11th April,2019; 23rd April,2019; 24th April,2019; 27th April,2019; 09th May,2019; 27th May,2019; 12th June,2019; 19th July,2019; 24th August,2019; 02nd November,2019; 20th November,2019 and 23rd January,2020.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013. The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

Name of Director Designation Category Number of Board Meetings Attendance of Last AGM
Directors entitled to attend Directors attended
Mr. Deepak Kumar Bhojak Managing Director Executive 13 13 Yes
Ms. Roopa Devi Murolia Woman Director Non Executive, & Independent 13 13 Yes
Mr. Pankaj Saxena Director Non Executive & Independent 13 13 Yes
Mr. Manmohan Director Non Executive & Independent 13 13 Yes

(b) COMMITTEE MEETINGS:

(i) AUDIT COMMITTEE

The Audit Committee comprises three Members of which two (including Chairman) of the Committee are Independent Directors. During the year Five (5) Audit Committee Meetings were convened and Held.

Meetings of the Committee:

The Committee met Five (5) times on 23rd April, 2019; 27th May, 2019; 19th July, 2019, 02nd November, 2019 & 23rd January, 2020 during the Financial Year ended on March 31, 2020.

The Composition of Audit Committee and their attendance at the meeting are as under:-

Name of Members Category/ Designation No. of Meetings
Members entitled to Attend Members Attended
Mr. Manmohan Chairman 5 5
Ms. Roopa Devi Murolia Member 5 5
Mr. Deepak Kumar Bhojak Member 5 5

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, all are Non-Executive Directors, of which two (including Chairman) of the Committee are Independent Directors. During the year, Two (2) Nomination & Remuneration Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met Two (2) times on 20th November, 2019 and 23rd January, 2020 during the Financial Year ended on March 31, 2020. The Composition of Nomination & Remuneration Committee and their attendance at the Meeting are as under:-

Name of Members Category/ Designation No. of Meetings
Members entitled to Attend Members Attended
Mr. Manmohan Chairman 2 2
Ms. Roopa Devi Murolia Member 2 2
Mr. Pankaj Saxena Member 2 2

The amended/ updated policy of nomination policy is also placed on website of the company i.e. www.alstonetextiles.in

(iii) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members of which two (including Chairman) members are Independent Directors. During the year, one (1) Stakeholders Relationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met One (1) time on 12th November 2019, during the financial year ended on March 31, 2020.

The Composition Stakeholders Relationship committee and their attendance at the meeting are as under:-

Name of Members Category/ Designation No. of Meeting
Members entitled to Attend Members Attended
Mr. Manmohan Chairman 1 1
Ms. Roopa Devi Murolia Member 1 1
Mr. Deepak Kumar Bhojak Member 1 1
Compliance Officer:
Name of the Compliance Officer Contact Details E-Mail ID
Ms. Neha Chaudhary (till 01st November,2019) 011-28744161 alstonetextiles@gmail.com
Mr. Ashish Garg (w.e.f 20th November, 2019 till date) 011-28744161 alstonetextiles@gmail.com

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members of which two (including Chairman) of the Committee are Independent Directors. During the year one (1) Risk Management Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met One (1) time on 12th November, 2019 during the financial year ended on March 31, 2020. The Composition Risk Management committee and their attendance at the meeting are as under:-

Name of Members Category/ Designation No. of Meetings
Members entitled to attend Members attended
Mr. Manmohan Chairman 1 1
Ms. Roopa Devi Murolia Member 1 1
Mr. Deepak Kumar Bhojak Member 1 1

(v) SHAREHOLDERS MEETING

There is only one Share Holders Meeting i.e. (Annual General Meeting) held on 21st September 2019 at 11:00 A.M. at R-815, New Rajinder Nagar, New Delhi-110060.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of Section- 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013,the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy. The amended/updated Whistle Blower Policy is available on the website of the Company i.e. www.alstonetextiles.in

16. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the Size of the Company and same were operating throughout the year. The Company has in house Internal Audit Function.

17.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financial year 2019-20 are annexed herewith to the Financial Statements in Form No. AOC-2 (Annexure-II)

18.MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirement), 2015, is presented in a separate section which forms part of the Annual Report under Annexure-III.

19.CORPORATE GOVERNANCE:

As per Regulation-27(2) of the SEBI (Listing Obligations and Disclosure Requirement)

Regulations 2015, a report on Corporate Governance together with the Auditors

Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report under Annexure-IV.

20. AUDITORS:

A. SECRETARIAL AUDITOR:

The Company has appointed M/s S Ravi & Associates, having Membership No.54818 and C.P No. 20330, Practicing Company Secretaries to hold the office of the Secretarial Auditor and to conduct the Secretarial Audit for Financial Year 2019-20.

(i) SECRETARIAL AUDITORS REPORT:

The Secretarial Audit Report is annexed herewith marked as Annexure-V to this report in Form No. MR-3.

(ii) SECRETARIAL AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are Self explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any

B. STATUTORY AUDITOR:

At the 34th AGM held on September 21, 2019 the Members approved appointment of MAK & Co., Chartered Accountants (Firm Registration No. 028454N) as Statutory Auditors of the Company to hold office for a period of five years to hold office for a period of five (5) Consecutive Financial Years 2019-2024. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors in the AGM.

However, A Certificate from the Auditors has been received in the last Annual General Meeting of the Company to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

(i) STATUTORY AUDITORS REPORT:

The Auditors Report is annexed herewith marked as Annexure- VI and forms part of the Annual Report.

(ii) STATUTORY AUDITORS OBSERVATIONS:

The Statutory Auditor has made following observations:-

(a) There is a pending Tax demand of 12,35,97,620/- against the company. The above demand was raised by the department in A.Y. 2012-13. The company has filed an appeal before CIT(A) against demand. The appeal is pending before CIT(A). The company is hopeful to get relief from CIT(A).

(b) There is a pending Tax demand of 6,14,721/- against the company. The above demand was raised by the department in A.Y. 2017-18. The company has filed an appeal before CIT(A) against demand. The appeal is pending before CIT(A). The company is hopeful to get relief from CIT(A).

The Board of Directors has considered this matter and the above issue will be resolved shortly.

C. INTERNAL AUDITOR:

Mr. Piyush Jain was appointed as an Internal Auditor of the Company for the Financial Year-2019-2020.

(i) INTERNAL AUDITORS REPORT:

Mr. Piyush Jain has placed the Internal Audit Report before the Audit Committee and Board.

(ii) INTERNAL AUDITORS OBSERVATIONS:

Internal Auditors Report is self explanatory and need no comments.

21.MAINTENANCE OF COST RECORDS:

Maintenance of Cost Audit Records as specified by the Central Government under subsection (1)of Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not required to be made and maintained. Also, Cost Audit is not applicable to the Company.

22.ENHANCING SHAREHOLDER VALUE:

Our Company firmly believes that its success in the market place and a good reputation is among the primary determination of value to the shareholders.

23.PARTICULARS OF EMPLOYEES:

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

1. Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year ended 31st March, 2020.

Sr. No. Name of Directors Remuneration P.A Ratio to Median Remuneration of Employees
Deepak Kumar (i) Bhojak NIL NIL

Note: No sitting fees paid to Independent Directors and Non-executive director and hence not included in the above table.

2. The percentage increase in remuneration of each director CFO, CEO, Company Secretary or Manager, if any, in the financial year 2019-20: NIL

3. Percentage increase in median remuneration of employees in the financial year: NIL

4. The number of permanent employees on the rolls of the company as on 31st March, 2020 is 4 (Four)

5. Affirmation that the remuneration is as per the remuneration policy of the company: Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

24.DEMATERIALISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN- INE184S01016 has been allotted for the Company. Therefore, the matter and/or investors may keep their shareholding in the electronic mode with their Depository Participates. 89.62% of the Companys Paid-up Share Capital is in dematerialized form as on 31st March, 2020 and balance 10.38% is in physical form.

25.LISTING OF SHARES:

The Company has got Listed 1,27,48,000 Equity Shares of 10/- each on Bombay Stock Exchange Limited in August 2015.

26.HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

27.HUMAN RESOURCES:

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset. The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operations of the Company.

28.DISCLOSURE OF FRAUDS IN THE BOARDS REPORT UNDER SECTION 143 OF THE

COMPANIES ACT, 2013:

During the year under review, your Directors do not observe any transactions which could result in a fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2019-2020.

29.COMPLIANCE:

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc. The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time to time.

30.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the website of the company i.e. www.alstonetextiles.in The following is a summary of sexual harassment complaints received and disposed off during the year 2019-20

• No of complaints received: NIL
• No of complaints disposed off: N.A.

31.DEVELOPMENT& IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

32.DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

33.MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as disclosed elsewhere in the Report, there have been no material changes and commitments made between the end of the financial year of the company and the date of this report.

34.SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

NCLT has passed order against the Company and restrained it from alienating, encumbering and transferring the fixed assets of the Company and operating the bank accounts of the Company vide order No. 181/271-272/ND/18.

In connection with the above restraining order passed by Honble NCLT, our company has filed a petition against the order of NCLT to allow our Company to alienating, encumbering and transferring the fixed assets of the Company and operating its Bank

Accounts. We received a order from Honble NCLT on 07th February, 2020. NCLT has passed in favour of our Company and also passed the order that the interims orders are vacated.

35.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following: NIL

Steps taken by the company for utilizing alternate sources of energy including waste generated: NIL

(B) Technology absorption:

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

The Company has not taken any technical knowhow from anyone and hence not applicable. The Company has not imported any technology and hence not applicable. Expenditure incurred on Research and Development: The Company has not incurred any expenditure on research and development.

(C) Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings And Outgoings 31st March, 2020 31st March, 2019
Earnings in Foreign Currency (FOB Value of exports) NIL NIL
Expenditure in Foreign Currency NIL NIL

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and behalf of
Alstone Textiles (India) Limited
Date: 20.07.2020 Pankaj Saxena Deepak Kumar Bhojak
Place: New Delhi (Director) (Managing Director)
DIN: 08162590 DIN: 06933359