Ashok Alco-Chem Director Discussions


The Members,

Ashok Alco-Chem Limited

Your Directors are pleased to present their 31st Annual Report together with the Audited Financial Statements of your Company for the year ended 31st March, 2023. The section on the Management Discussion and Analysis (MD&A) forms a part of this report.

FINANCIAL RESULTS

The following figures summaries the financial performance of your Company during the year under review:

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

2022-23 2021-22 2022-23 2021-22
Income from Operations 1,352.47 772.83 2,771.90 1,717.91
Other Income 462.81 284.96 438.81 339.58
Total Income 1,815.28 1,057.99 3,210.71 2,057.49
Less : Total Expenditure 1,560.72 1,084.82 2,826.09 1,921.38
Profit/(Loss) before Interest, Depreciation and Tax 254.57 (27.03) 384.62 136.11
Less : Finance Cost 0.01 0.11 16.25 31.27
Profit/(Loss) before Depreciation and Tax 254.56 (27.14) 368.37 104.84
Less : Depreciation 3.53 6.12 84.22 63.19
Profit/(Loss)before Tax 251.03 (33.26) 284.15 41.65
Less : Tax Expenses
Current Tax 32.18 - 56.22 30.00
Deferred Tax 28.09 56.16 0.10 (30.62)
Tax adjustment earlier year (0.27) (67.48) 2.42 (67.55)
Profit/(Loss)for the year 191.03 (21.94) 225.41 109.82
Add: Other Comprehensive Income
i. Re-measurement gain/(loss) on the Defined Benefit Plans 0.01 0.67 (3.27) 0.48
ii. Income tax on (i) above - (0.17) 0.82 (0.12)
Total Comprehensive Income for the year 191.04 (21.43) 222.96 110.18

OVERVIEW OF THE FINANCIAL PERFORMANCE

At Standalone level, the Income from Operation stood at Rs. 1,352.47 Lakhs during the FY 2022-23 as against Rs. 772.83 Lakhs in previous financial year. The Other income for the FY 2022-23 stood at Rs. 462.81 Lakhs as against Rs. 284.96 Lakhs in previous financial year. The Company reported Net Profit after Tax of Rs. 191.03 Lakhs for FY 2022-23 as against Net Loss after Tax of Rs. (21.43) Lakhs in previous financial year.

At Consolidated level, the total income from operations stood at Rs. 2,771.90 Lakhs as against Rs. 1,717.91 Lakhs for the previous Financial Year ended 31st March, 2022 and that total expenses stood at Rs. 2,926.56 Lakhs which resulted into profit of Rs. 284.15 Lakhs before exceptional items and tax.

At present your Company is doing its existing line business to the optimum use of its resources and is taking the effort to expand its Subsidiaries Operations.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY

Aeonx Digital Solutions Pvt. Ltd., Wholly Owned Subsidiary, has played a pivotal role in driving Ashok Alco-Chem Limiteds growth during the financial year 2022-2023. The company has exhibited commendable performance, contributing significantly to our overall results. Aeonx Digital Solutions has successfully leveraged its expertise in digital technology to enhance customer experiences and optimize internal operations. The subsidiarys innovative solutions have enabled us to gain a competitive edge in the market and stay ahead of industry trends. For the year under review, the Company has registered a total revenue of Rs. 1,063.81 Lakhs which is appx. 40% increase in revenue from operations of the subsidiary as compared to previous financial year. The Company has reported Net Profit of Rs. 56.12 Lakhs for the Year.

Aeon Procare Pvt. Ltd., Wholly Owned Subsidiary, are now exporting materials to 12 different countries and further looking to increase its global footprint in the coming years. The Company is currently catering to customers from pharma, animal feed and cosmetics industries. With increasing water pollution and tightening norms for sewage disposal, market for water treatment media holds potential, R&D team is exploring the possibility to develop minerals-based water treatment media for removal of various heavy metals from drinking and waste water. There was appx. 20% increase in revenue from operations of the Company as compared to previous financial year and stood at Rs. 403.33 Lakhs. But due to increase in overheads, the Company reported Net Loss of Rs. (21.73) Lakhs during the year. R&D team is working extensively to develop a portfolio of mineral based rheology modifiers that finds application in cosmetics and pharma and Aeon is making satisfactory progress in this direction.

DIVIDEND

Considering the performance of the Company and to appropriately reward the Members of the Company, your Directors are pleased to recommend a dividend of Rs. 1.00/- (i.e. 10%) per equity share of Rs. 10/- each for the financial year ended 31st March, 2023. This dividend is subject to the approval of the Members at the ensuing Annual General Meeting and if declared, Members whose names appear on the Register of Members on record date i.e. Friday, 15th September, 2023 will be entitled to dividend.

In the previous year the Company paid a dividend of Re. 0.5/- per equity share (i.e. 5%) of Rs. 10/- each ofthe Company.

TRANSFER TO GENERAL RESERVES

Your Directors do not propose transfer of any sum to the general reserves.

SHARE CAPITAL

During the financial year 2022-23, there is no change in the authorized, issued, subscribed and paid-up share capital of the

Company. As on 31st March, 2023, the Company is having authorized share capital of Rs.7,00,00,000/- comprising of 50,00,000 equity shares of Rs 10/- each and 20,00,000 11% preference shares of Rs 10/- each.

The issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2023 is Rs. 4,60,03,430/- comprising of 46,00,343 equity shares ofRs. 10/- each.

During the year under review, the Company has not issued shares with differential rights as to dividend, voting or otherwise or bought back any of its securities. The Company has not issued any sweat equity/bonus shares/employee stock option plan, under any scheme.

HOLDING COMPANY

Aura Alkalies and Chemicals Private Limited continues to be Holding Company of the Company by holding 25,18,632 Equity Shares ofthe Company i.e. 54.75%, at the end ofthe financial year 31st March, 2023.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

As on date, your Company is a holding company ofAeonx Digital Solutions Private Limited and Aeon Procare Private Limited.

Your Company does not have any Associate or Joint Venture Companies within the meaning of Section 2(6) ofthe Act.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiary in Form AOC-1 is attached to the financial statements ofthe Company.

Further, pursuant to the provisions of Section 136 of the Act, the audited standalone and consolidated financial statements and other relevant documents and audited accounts of the said subsidiary company, are available on the website of the Company at http://www.ashokalcochem.com/InvestorUpdate

PROMOTERS

There has change in the shares of the Company under the "Promoter and Promoter Group" for the year ended 31st March, 2023. Pursuant to the completion of mandated open offer and acquisition of shares of Aura Alkalies and Chemicals Private Limited (Holding Company) and resolution passed in the Annual General Meeting of the Company held on 15th September, 2022, Mr. Manan Shah has been re-classified as Promoter of the Company. Further, Company had applied for reclassification of Promoter Mr. Sunil Shah & M/s. HK Dealers Private Limited to re-classify as "Public Category". The BSE Ltd. has approved the reclassification application on 1 "February, 2023. The present promoters ofthe Company are

Sr. No. Name No. of Shares held % to total paid up capital
1. Mr. Manan Shah 685 0.015
2. Aura Alkalies and Chemicals Private Limited 25,18,632 54.75
Total Promoters Holding 25,19,317 54.76

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Manan Shah (DIN : 06378095), retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

Appointment/Re-Appointment of Director

Mrs. Hina Shah was re-appointed as Non-Executive, Independent Woman Director of the Company for the period of 3 (Three) years w.e.f 11th February, 2022 and her appointment was regularized in the Extra-Ordinary General Meeting of the Company which was held on 10*1 May, 2022.

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and possess core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the context of Companys business(es) and sector(s) for the Company to function effectively.

Independent Directors

The following Non-Executive Directors are Independent Directors in terms of the provisions of section 149(6) of the Act read with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations").

a) Mr. Manoj Ganatra

b) Mr. Shekhaar Shetty

c) Mrs. Hina Shah

d) Mr. Ketan Shrimankar

The said Independent Directors are not liable to retire by rotation. The Company has received declarations from all the Independent Directors confirming that:- they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent from the management and there has been no change in the circumstances which may affect their status as independent director during the year.

- they have registered their names in the Independent Directors Databank.

Non-Executive Directors

The Non-Executive Directors were not paid any remuneration other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Key Managerial Personnel (KMP)

In terms ofthe provisions of Section 2(51) and Section 203 ofthe Companies Act, the following are the KMP ofthe Company:

a) Mr. Deepak Bhardwaj - Chief Executive Officer

b) Mr. Jitendra Kumar Jain - Chief Financial Officer

c) Mr. Krupal Upadhyay - Company Secretary & Compliance Officer

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met four times during the financial year 2022-23 viz. on 26* May, 2022, 12*1 August, 2022, 11th November, 2022, and 14th February, 2023. The details of attendance of respective directors are given in the Corporate Governance Report. The intervening gap between the two meetings was within the period prescribed under the Companies Act and Regulation 17 ofthe Listing Regulations.

BOARD COMMITTEES

As per the applicable provisions of the Act and the Listing Regulations, the Company has formed the following statutory committees.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee.

Detailed information of all the Committees and relevant information for the year under review are set out in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of the Act and the Part D of Schedule II of Listing Regulations, the Company has formed and implemented Nomination and Remuneration Policy and the same is available on the Companys website at www.ashokalcochem.com/InvestorUpdate.html

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The Companys familiarization programme for Independent Directors is posted on the Companys website at www.ashokalcochem.com/InvestorUpdate.html

BOARD EVALUATION

Pursuant to the provisions ofthe Act and the Listing Regulations, annual performance evaluation ofthe Board, its Committee and of individual Directors has been made.

The manner, in which the evaluation has been carried out, forms part ofthe Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) ofthe Act, your Companys Directors, based on the representations received from the management, confirm that:

a. the applicable Accounting Standards have been followed in the preparation of the annual accounts along with the proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit and loss ofthe Company for that period;

c. they have 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;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS Cautionary Statement

Statements made under this section describing the Companys projections, estimates and expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Important factors that could make a difference to the Company operations include, among others, economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in government regulations, tax laws and other statutes and incidental factors. The information provided in Economy Outlook and Industry Scenario Outlook section is based on our internal study, which is not prejudice.

Although the expectations are based on reasonable assumptions, the actual results might differ.

Economy Outlook

The National Statistical Offices (NSOs) data release indicates that the Indian economy is intrinsically better positioned than many parts of the markets wager, India has emerged from the pandemic years stronger than initially thought, with a steady gathering of momentum since the second quarter ofthe current financial year.

International Monetary Fund estimates India to be one of the top two fast-growing significant economies in 2022. Despite strong global headwinds and tighter domestic monetary policy, India is still expected to grow between 6.5 and 7.0 per cent and that too without the advantage of a base effect, it is a reflection of Indias underlying economic resilience; of its ability to recoup, renew and re-energize the growth drivers ofthe economy.

Industry Scenario Outlook

In general, Mining Industry is performing well. Barring weakness in Europe because of Macro Economic factors and Russia- Ukraine war affecting them, overall demand for the Companys product continues to persist. India has emerged as the 5th largest Economy in the World. It is also projected that India will become 20 trillion USD Economy by 2047, if it manages to achieve a sustained growth of 7 to 7.5 percent over the next 25 years. India is most populous country in the world with demographics of young people. All these have led and leading to increased demand for products and services of your Company and to meet the same, your Company has taken several steps.

Mining is an essential industry that will provide key materials needed for the countrys infrastructure development. Mining is one of the core sectors and growth driver of Indian economy. Demand from the major sectors such as infrastructure, construction, renewables and automobile, Oil refinery, etc. is expected to be strong. Your Company focuses on businesses like trading of minerals, mineral based pharmaceutical intermediates and information technology services through its subsidiaries.

The industry landscape in which Aeonx Digital Solutions Pvt. Ltd. (Aeonx) operates has witnessed notable changes during the financial year 2022-2023. While there has been an overall economic recovery, certain segments have experienced fluctuations due to global market dynamics, regulatory changes, and emerging technologies. The manufacturing sector, in which Aeonx primarily operate, has seen steady demand for digital transformation, but there are indications of increased competition. However, the growing emphasis on sustainable practices and products / services presents new opportunities for innovation and market expansion.

Pharma and cosmetic industry will continue to remain major focus area of Aeon Procare Pvt. Ltd. (Aeon), nonetheless Aeon will keep exploring other application areas for the mineral and clays-based products that Aeon are dealing into. Food Industry is doing pretty well and we are also trying to increase our presence with food companies through food grade calcium carbonate and through directly compress calcium carbonate in Pharma Companies.

Segment-wise Performance

Segment wise Performance ofthe Company is provided above and included in the performance of subsidiaries ofthe Company. Opportunities, Threats, Risks and Concerns

The Company is looking out to augment its Mineral Trading activity but volatile market scenario and war like situation, has affected the supply chain. Nevertheless, the Company will continue to pursue Mineral trading opportunities which is within the spear of its competencies.

As our products are naturally obtained from different mines, heavy metals are naturally present in different quantity, tightening regulations around heavy metals limit per ppm poses a challenge for qualification and approval in few regulated countries.

However, to tackle this challenge are sourcing team is always on the lookout for raw material sources from which we get desirable quality material.

Financial Performance

Financial performance achieved by your Company, during the year under review, is as disclosed in this Report under the head "Financial Results" and "Overview ofthe Financial Performance".

Internal Control Systems and Adequacy

Your Company has a well-placed, suitable and adequate internal control system, commensurate with the size, scale and complexity of its operations which ensure;

- Reliable and accurate financial reporting

- Keeping constant check on cost structure

- Prevention and detection of the frauds and errors

- Assurance of orderly and efficient conduct of operations

- Safeguarding of assets

The Company is committed to good corporate governance practices and facilitates timely detection of any irregularities and early remedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and procedures provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported correctly. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutory and accounting requirements.

Statutory Auditors of the Company has audited the financial statements included in this annual report and has issued report on our internal control over financial reporting (as defined in section 143 ofthe Act.)

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the Internal Auditors reports, the process owners undertake corrective actions in their respective areas and strengthen the area of controls.

Every quarter the Audit Committee ofthe Board of Directors oversight the activities which mainly include:

- Reviewing the significant audit observations, the corrective steps recommended and their implementation status.

- Reviewing of Financial reports and other financial information, and communicating with the regulators.

- Reviewing the internal financial controls system and procedure, governance and risk management.

Human Resource and Industrial Relations

As on 31st March, 2023, the Company had a total head count of 10. The Directors wish to place on record their appreciation for the contributions made by the employees to the Company during the year under review at all levels.

Details of Significant Changes in Key Financial Ratios:

Particulars FY 22-23 FY 21-22
Debtors Turnover Ratio (Number of Days)* (Avg Debtors/Sale ) 335 414
Interest Coverage Ratio* (EBIT/Interest ) - -
Current Ratio (CA/CL) 3.45 3.43
Operating Profit Margin (in %)* (EBIT )/net revenue 18.56 -4.29%
Net Profit Margin (in %)* Net Profit/ net revenue 14% -2.84%
Return on Capital Employed ( in % )* EBIT/Capital Employed 6% -0.84%

* Change in ratios is due to decrease in profitability and volume as compared to previous years.

PARTICULARS OF EMPLOYEES

Information as per section 197 of the Act read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, forms part of this report as "Annexure A".

Further, none of the employees of the Company were in receipt of remuneration in excess of the limits as set out under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

AUDITORS

Statutory Auditors and Auditors Report

The Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved appointment of M/s R. A. Kuvadia & Co., (Firm Registration Number: 105487W) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the 30th AGM till the conclusion of the 35th AGM to be held in the year 2027 at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Audit Report for FY 2022-23 contains no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in the Annual Report.

Cost Auditors and Cost Audit Report

The provision of the Section 148 read with Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014, inter alia, states that the Company shall get its cost records audited if the overall annual turnover of the company from all its products and services during the immediately preceding financial year exceeds Rs. 100 Crores.

Since the Companys overall annual turnover, during the immediately preceding financial year, does not exceeds Rs. 100 Crores, it is not required to appoint the Cost Auditors.

Secretarial Auditors and Secretarial Audit Report

M/s. Jay Mehta & Associates, Company Secretaries were re-appointed as secretarial auditors to conduct the secretarial audit of the Company, for the financial year 2022-23.

The Secretarial Audit Report in Form MR-3 is annexed to this report as "Annexure B".

The Secretarial Audit Report for the financial year 2022-23, contains no observations/qualifications.

Secretarial Audit Report of Material Subsidiaries

M/s. Jay Mehta & Associates, Company Secretaries were re-appointed as secretarial auditors to conduct the secretarial audit of Aeonx Digital Solution Private Limited and Aeon Procare Private Limited (Material Subsidiaries) for the Financial Year 2022-23.

The Secretarial Audit Report of Aeonx Digital Solutions Private Limited in Form MR-3 is annexed to this report as "Annexure C" and the Secretarial Audit Report of Aeon Procare Private Limited in Form MR-3 is annexed to this report as "Annexure D".

Internal Auditors and Internal Audit Report

M/s. N.P. Patwa & Co, Chartered Accountants, were re-appointed as an Internal Auditors of the Company for the Financial Year 2022-23. The Audit Committee reviews the findings made by the Internal Auditors in their Report on quarterly basis and makes necessary recommendations to the management.

REPORTING OF FRAUDS

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee / Central Government under Section 143(12) of the Act, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Act read with Regulation 22 of Listing Regulations, the Company has formulated and adopted vigil mechanism / Whistle Blower policy to enable the Directors and employees to report about unethical behavior and instances of fraud or mismanagement, if any. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The policy can be accessed at the website ofthe Company at www.ashokalcochem.com/InvestorUpdate During the year under review, no compliant has been received under the Whistle Blower Policy (Vigil Mechanism). SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the relevant provisions ofthe Companies Act, 2013 and Circulars / Notification issued by the Ministry of Corporate Affairs in this regard.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this annual report.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The said policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.ashokalcochem.com/InvestorUpdate

During the year under review, the Company has entered into a transaction with related party which is not materially significant and does not have a potential conflict with the interest of the Company at large. The disclosure in the requisite Form AOC-2 is annexed with this report providing details of related party transactions entered at arms length basis. However, the details relating to Related Party Transaction is provided in the Note No. 31 of Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

The net worth and turnover for FY 2022-23 is under the criteria provided under Section 135 of the companies act, 2013. Hence the provisions of Section 135 pertaining to Corporate Social Responsibility were not applicable to the Company for the FY 2022-23. As a result, during the year under review, the Company was not obliged to spend any amount towards / was not required to undertake any CSR activity and hence the annual report on CSR is not furnished with this report.

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. In line with corporate best practices, the Company assesses the risks in the internal and external environment which will monitor, evaluate and execute all mitigation actions in this regards and takes all measures necessary to effectively deal with incidences of risk. Adequate risk management framework capable of addressing the risks is in place.

ANNUAL RETURN

In accordance with the provisions of section 92(3) of the Act, the copy of Annual Return of the Company is available on its website http://www.ashokalcochem.com/InvestorUpdate

CORPORATE GOVERNANCE

Your Company observes high standards of corporate governance in all areas of its functioning with strong emphasis on transparency, integrity and accountability. As required under the Listing Regulations, a detailed report on corporate governance along with the auditors certificate thereon forms part of this report as "Annexure E".

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes and commitments which have occurred between the end of financial year till the date of this report affecting the financial position ofthe Company.

PUBLIC DEPOSITS

The Company has not accepted any deposit, within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company has received an Order No. CUS/127/2023-ADJN-O/0-COMMR-CUS-IMP-II-ZONE-I-MUMBAI issued on 31.01.2023 passed by Office of the Commissioner of Customs levying penalty. The Company has already preferred an appeal against the order at an appropriate forum and that the management feels there is no threat to the ongoing status of the Company Except mentioned above there is no significant and material order passed by any regulator, courts or tribunals.

DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have Demat Suspense Account / Unclaimed Suspense Account. Accordingly, the disclosure required to be made as per Schedule V (F) of Listing Regulations is not applicable.

TRANSFER OF UNCLAIMED SHARES TO IEPF ACCOUNT

A) Transfer of shares

In accordance with the second proviso to sub-rule (1) to Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, read with the explanation to Rule 6(1) inserted vide the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 effective from 20th August 2019, the Company was required to transfer the shares, in respect of which dividend has been transferred to Investor Education and Protection Fund on or before the 7th September 2016, in the name of Investor Education and Protection Fund.

In terms of the above provisions, the Company transferred the shares in respect of which dividend has been transferred to Investor Education and Protection Fund on or before the 7th September 2016.

The details of the concerned Members including their folio number or DP ID - Client ID and the number of shares, transferred to the Demat Account of IEPF are available on the Companys website at www.ashokalcochem.com under the section https://www.ashokalcochem.com/InvestorUpdate.

B) Claim from IEPF Authority

Members or their legal heir, as the case may be, can claim the unclaimed dividend amount and / or shares transferred to IEPF by making an online application to the IEPF Authority through Form IEPF-5 available on the website of the Authority www.iepf.gov.in and in the manner specified under IEPF Rules.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on Prevention of Sexual Harassment at Workplace, which provides for protection against sexual harassment of women employees at workplace and for prevention and redressal of such complaints.

The Company has constituted Internal Complaints Committee (ICC) and has 5 members in the ICC. Disclosure for complaints received / disposed of by ICC for FY2022-23:

a. number of complaints filed during the financial year : Nil
b. number of complaints disposed of during the financial year : Nil
c. number of complaints pending as on end of the financial year : Nil

PENDING APPLICATION OR PROCEEDING UNDER THE INSOVENCY AND BANKRUPTCY CODE, 2016

There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year against the Company as at the end of the financial year.

DETAILS OF SETTELEMENT WITH THE BANKS OR FINANCIAL INSTITUTION

There is no one time settlement with the Banks or Financial Institutions for the FY2022-2023.

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

Conservation of energy:

(i) The steps taken or impact on conservation of energy - Nil

(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil

(iii) The capital investment on energy conservation equipment - Nil Technology absorption

(iv) The expenditure incurred on Research and Development - NIL

Foreign exchange earnings and outgo (Amount in Rs. )

Particulars 2022-23 2021-2022
i. Foreign Exchange used 6,13,93,307 6,55,78,268
ii. Foreign Exchange earned NIL 14,25,640

ACKNOWLEDGMENT

The Board take this opportunity to express and place on record their appreciation for the continued support, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders ofthe Company.

ASHOK ALCO-CHEM LIMITED

Annual Report 2022-2023

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FORM NO. AOC-2

(Pursuant to clause (h) of sub-section(3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contract or arrangements or transactions not at arms length basis- Not Applicable

a. Name(s) of related party and nature of relationship

b. Nature of contracts/arrangement/transactions

c. Duration of contracts/arrangement/transactions

d. Salient terms of the contracts or arrangements or transactions including the value, if any

e. Justification for entering into such contracts or arrangements or transactions

f. Date(s) of approval by the Board

g. Amount paid as advances, if any

h. Date on which the special resolution was passed in general meeting as required under first proviso to section 188.

2. Details of material contracts or arrangement or transactions at arms length basis-

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value, if any Date(s) of approval by the Board Amount paid as advances, if any
Ashapura

International

Limited

Purchase of Minerals 2022-2023 The terms and conditions of purchase of goods set forth in each of the purchase order. 11th

February

2022

56.03 Lakhs
Mineralco

Resources

International

Purchase of Service 2022-2023 Availing of its expertise in purchase of Raw Materials/ Chemicals 11th

November,

2022

27.50 Lakhs
Aeonx Digital Solutions Pvt. Ltd. Purchase of Services 2022-2023 The terms and conditions of purchase of services set forth in each of the purchase order. 11th

February,

2022

18.13 Lakhs
Ashapura

International

Limited

Sale of Minerals 2022-2023 The terms and conditions of sale of minerals set forth in each of the sales order. 11th

February,

2022

517.96 Lakhs
Bombay

Minerals

Limited

Sale of Minerals 2022-2023 The terms and conditions of sale of minerals set forth in each of the sales order. 11th

February,

2022

731.38 Lakhs
Aeonx Digital Solutions Pvt. Ltd. Sale of Service 2022-2023 Service Sharing Agreement for sharing of expertise of its CEO 11th

November,

2022

26.62 Lakhs

For and on behalf of the Board

Place: Mumbai Date: 04.08.2023

Sd/-

Manan Shah

Director

(DIN:06378095)

Sd/-

Manoj Ganatra

Director

(DIN:00568914)

27

ASHOK ALCO-CHEM LIMITED

Annual Report 2022-2023

aa

"Annexure A"

Particulars of Employees:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year

Name of Director Ratio to median Remuneration
Chief Executive Officer 9.0

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Name % increase in
remuneration in
the financial year
Mr. Deepak Bhardwaj, Chief Executive Officer 9.0
Mr. Jitendra Jain, Chief Financial Officer 17.20
Mr. Krupal Upadhyay, Company Secretary 9.0

c. The percentage increase in the median remuneration of employees in the financial year:- 0.38%

d. The number of permanent employees on the rolls of Company: 10

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the course of year, the total increment pegged approximately at 108.53% after accounting for promotion and other event based compensation revisions.

Increase in the managerial remuneration for the year was 9%

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

Pursuant to Rule 5(1)(xii) ofthe 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.

The information required under Section 197 of the Act read with rule 5 sub rule (2) & sub rule (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are given below:

28

ASHOK ALCO-CHEM LIMITED

Annual Report 2022-2023

aa

A) Top Ten Employees of the Company (in terms of remuneration drawn):

The statement of Top Ten Employees of the Company is available for inspection of members will be available electronically for inspection. Members seeking to inspect such documents can send an email to secretarial@ashokalcochem.com.

B) Employees drawing remuneration above specified limits - NA

For and on behalf of the Board

Place: Mumbai Date: 04.08.2023

Sd/-

Manan Shah

Director

(DIN:06378095)

Sd/-

Manoj Ganatra

Director

(DIN:00568914)

29