Ashok Alco Chem Ltd Directors Report.

The Members,

Ashok Alco-Chem Limited

Your Directors are pleased to present their 27 Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2019. 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)
Standalone Consolidated
Particulars
2018-19 2017-18 2018-19 2017-18
Income from Operations 17,042.95 15,931.23 17,155.90 16,074.39
Other Income 161.83 454.23 163.01 451.56
Total Income 17,204.78 16,385.46 17,318.91 16,525.95
Less : Total Expenditure 17,255.15 15,646.20 17,362.47 15,849.29
Profit/(Loss) before Interest, Depreciation and Tax (50.37) 739.26 (43.56) 676.66
Less : Interest 113.68 97.94 113.68 98.08
Profit/(Loss) before Depreciation and Tax (164.05) 641.32 (157.24) 578.58
Less : Depreciation 117.05 111.88 118.40 113.93
Profit/(Loss) before Tax (281.10) 529.44 (275.64) 464.65
Less : Tax Expenses
Current Tax 1.25 (200.00) 0.25 (200.00)
Deferred Tax 78.61 25.28 79.05 25.07
Tax adjustment earlier year (95.95) - (92.56) (0.14)
Profit/(Loss) for the year (297.19) 354.72 (288.90) 289.58
Add: Other Comprehensive Income - - - -
i. Re-measurement gain/(loss) on the Defined Benefit Plans 4.80 1.46 4.80 1.46
ii. Income tax on (i) above (1.25) (0.51) (1.25) (0.51)
Total Comprehensive Income for the year (293.64) 355.67 (285.35) 290.53

OVERVIEW OF THE FINANCIAL PERFORMANCE

The turnover of the Manufacturing Division of your Company has increased by 6.43% in its revenue and has seen the decline in the production figures by 4.57% vis a vis previous year 2017-18. The rise in topline was mainly due to relatively increase in average pricing of the finished product during the year vis a vis previous year 2017-18.

The performance of the Trading Division has shown the decay of 14.41% as compared to previous year 2017-18. The merchant trade has gone down due to decrease in the end product prices. The increasing number of suppliers and traders globally has enhanced the level of competition resulting in very low margins in chemical merchant trade.

The Manufacturing Division has contributed up to 94.43% to total revenue during 2018 -19 as compared to 93.16% during previous year 2017-18.

The Trading Division has contributed up to 5.57% to total revenue during 2018 -19 as compared to 6.84% during previous year 2017-18.

STATE OF COMPANYS AFFAIRS

The performance of the Manufacturing Division of your Company was good till 3 quarter of FY 18-19 {i.e EBITDA Rs. 508.56 Lakhs} which is remarkably better when compared with FY 17-18 nine months results {i.e EBITDA Rs. 378.02 Lakhs}, but the negative impact started from January 2019 onwards which has wiped out your Companys nine months efforts and turndown the bottom line from positive to negative as compared till 3 quarter YTD results {i.e EBITDA Rs. 508.56 Lakhs} and 4 quarter results of FY 18-19 {i.e EBITDA Rs. (397.89) Lakhs}, the YTD EBITDA of Manufacturing Division is Rs. 110.67 Lakhs for the FY 18-19. The contribution given by the Trading Division has leads to the net negative impact on annual performance of your Company as EBITDA Rs. (50.36) Lakhs.

Considering the various strategies adopted by the management to operate the business under profits, the volatile nature of the business has always been a challenge to achieve the desired results. It is a volume base business which requires infusing more working capital. The hardcore fluctuation in the prices of both raw material and finished goods are not in the control of your Company, rather which is mainly driven by the prevailing market forces including the global factors.

In addition to the above, the continued struggle to maintain the profits of your Company, the efforts of your Companys management has gone at toss by the fluctuating prices of the raw material and the finished products, which has resulted in operating loss during the year under review as elaborated under Segment-wise Performance.

Subsequent to the year under review, the Board considered the proposal received by the Company for sale of its manufacturing facility along with the residential colony situated at Mahad, Maharashtra. The proposal is being considered and evaluated by a team nominated by the Board of Directors.

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

The revenue from subsidiary of your Company has declined by 20.28% as compared to FY 2017-18. It has contributed Rs. 5.46 Lakhs towards Profit Before Tax during the year as compared to Rs. 64.77 Lakhs Loss Before Tax during FY 17-18. The subsidiary of your Company has contributed positively to the extent of 1.98% to the Loss Before Tax in the consolidated profit and loss account.

DIVIDEND

Though your Companys performance is negative during FY 2018-19, considering the previous years performance and to appropriately reward the Members, your Directors propose to pay dividend out of the surplus available under the Reserves & Surplus Account of the Company.

Your Directors are pleased to recommend a dividend of Re. 1/- (i.e. 10%) per equity share of Rs. 10/- each for the financial year ended March 31, 2019 amounting to Rs. 55.37 Lakhs (inclusive of dividend distribution tax of Rs. 9.37 Lakhs) out of accumulated profits of past years. This dividend is subject to the approval of the Members at the forthcoming AGM and if approved, Members whose names appear on the Register of Members on record date i.e. September 21, 2019 will be entitled to dividend.

In the previous year the Company paid a dividend of Re. 1/- per equity share (i.e.10%) of Rs. 10/- each of the Company.

TRANSFER TO GENERAL RESERVES

Considering the loss incurred during the year under review, your Directors propose not to transfer any sum to the general reserves.

SHARE CAPITAL

During the financial year 2018-19, there is no change in the authorized, issued, subscribed and paid-up share capital of the Company. As on March 31, 2019, 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 March 31, 2019 is Rs. 4,60,03,430/- comprising of 46,00,343 equity shares of Rs. 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 of the Company i.e. 54.75%, at the end of the financial year March 31, 2019.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

Your Company continues to be Holding Company of Ashwa Minerals Private Limited as on March 31, 2019.

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

PROMOTERS

There has been no change in the shares of the Company under the "Promoter and Promoter Group". The present promoters of the Company are:

Sr. No. Name No. of Shares held % to total paid up capital
1. Aura Alkalies and Chemicals Private Limited 25,18,632 54.75
2. Mr. Sunil Shah 1,000 0.02
3. HK Dealers Private Limited 1,000 0.02
Total Promoters holding 25,20,632 54.79

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment /Re-appointment

1) During the year under review, Mrs. Hina Shah was appointed as an additional director (Category – Non – Executive / Independent) of the Company w.e.f. February 12, 2019 for a period of three years, subject to approval of Members at thRs. 27 AGM of the Company.

2) Subsequent to the year under review, Mr. Purab Shah Executive Director & Chief Executive Officer ("Executive Director & CEO") of the Company was re-appointed for a further period of one year effective from April 19, 2019. The Members approval is being sought for the said re-appointment which forms part of notice convening 27 AGM.

3) The Members had appointed Mr. Manoj Ganatra as an Independent Director of the Company to hold office for five consecutive years from September 26, 2014 up to September 25, 2019. Pursuant to the provisions of the Act and based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board recommends for the approval of the Members through a Special Resolution, the re-appointment of Mr. Manoj Ganatra as an Independent Director of the Company for a second term of five consecutive years from September 26, 2019 to September 25, 2024.

4) Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Sunil Shah, Non-Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

Resignation

Subsequent to the year under review, Mrs. Neeta Shah, Non-Executive Director, resigned from the Board of the Company w.e.f. May 29, 2019. Your Directors takes this opportunity to express their appreciation for the valuable contribution made by Mrs. Neeta Shah during her tenure as Director of the Company.

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

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.

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

a) Mr. Purab Shah - Executive Director & CEO

b) Ms. Seema Gangawat - Company Secretary & Compliance Officer

c) Mr. Vaize Ahmed Kampli - Chief Financial Officer

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met five times during the financial year 2018-19 viz. on May 24, 2018, August 14, 2018, November 02, 2018, February 12, 2019 and March 19, 2019. The details of attendance of respective Directors is given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and Regulation 17 of the 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 familiarisation programme seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

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

BOARD EVALUATION

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

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) and section 134(5) of the 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 of the 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

A G-20 surveillance note expects Indias economy to grow 7.3% in 2019 and 7.5% in 2020. The International Monetary Fund (IMF) lowered the growth estimate for India by 30 basis points (100 basis points means 1 percentage point) for the current as well as the next financial year.

"Indias economy is set to grow at 7 per cent in 2019, picking up to 7.2 per cent in 2020. The downward revision of 0.3 percentage point for both years reflects a weaker-than-expected outlook for domestic demand", the multilateral agency said in its update on "World Economic Outlook" (WEO). The revision is relative to the April 2019 WEO.

However, despite the revision, Indias growth rate will still be the fastest in the world followed by China. The WEO update says that in China, the negative effects of escalating tariffs and weakening external demand have added pressure to an economy already in the midst of a structural slowdown.

With policy stimulus expected to support activity in the face of the adverse external shock, Chinas growth is forecast at 6.2 per cent in 2019 and 6.0 per cent in 2020, which is 10 basis points lower each year relative to the April 2019 WEO projection.

Industry Scenario Outlook

Chemicals industry in India is highly diversified, covering more than 80,000 commercial products. The Indian chemical industry is ranked 6 largest in the world, in terms of output. The chemical companies in India support a sizable and highly diversified industry that includes commodities, specialties, polymers, agrochemicals and a range of other groups. India is steadily moving up the ranks as a global economic power and a business magnet for investment.

The country is also the largest consumer of its own products accounting for around 33% of its output. By 2025, the Indian chemical industry is projected to reach US$ 403 billion. Demand of chemical products is expected to grow at approximately 9% p.a. over the next 5 years. The capacity utilization surged to over 85 per cent in fiscal 2019, compared with 75 per cent in fiscal 2017.

Furthermore, the chemical industry is one of the major factors driving our countrys GDP. It accounts for nearly 15-18% of the manufacturing sector in GDP and the government aims to expand it to 25% by 2025. Utilization rates of new capacities coming up will remain high over the medium term because of improving environmental compliance and cost competitiveness. As a result, the share of Indian specialty chemicals in global supply chain is seen rising 100 basis points to 5.2 per cent in fiscal 2022, from 4.2 per cent last fiscal.

The agency noted that Indian players are also benefiting because of the closure or shifting of capacities in 50 chemicals manufacturing clusters in China, which has about 20 per cent share of global specialty chemicals revenue.

Segment-wise Performance

The Government has imposed the new policies for importing of Ethanol on one hand and on the other the scarcity of Ethanol in domestic market due to the Government encouraging program for oil blending of Absolute Alcohol for petroleum industry, has increased the Ethanol prices in domestic market.

Due to the US-China trade war the prices of Glacial Acetic Acid has a Roller Coaster effect on the cost of inventories of your Company in-turn which has left direct increasing cost impact on the cost of production. The raw material prices have increased during the year, as a result, the cost of material consumed on a percentage of sales of products has increased to 81.41% for the year as compared to 78.99% for the previous year 17-18.

During the FY 18-19 the exports of Ethyl Acetate has declined from India which has forced other players in the industry to dump their material in domestic market. In addition to the above, globally two new manufacturing units of Ethyl Acetate has started in Europe and Middle East at a very large scale of production capacity, putting pressure in export market by creating a stiff competition for Indian origin Ethyl Acetate which also has resulted in dumping of the quantities by the other players in domestic market. The more supply against the demand has resulted in the reduction of the selling prices particularly during the fourth quarter of FY 18-19.

In addition to the above the condition of the Plant & Machinery of your Company requires more and more ware and tare towards its maintenance, which has resulted in the increase of the plant maintenance expenses during the year under review.

The overall Profits Before Interest and Tax of your Company has declined by 126.68% as compared to previous financial year 17-18. In this PBIT declinRs. 54.81% was contributed by the Manufacturing Segment and 45.19% by Trading Segment. Your Companys overall Loss After Tax for financial year 2018-19 was Rs. 297.19 Lakhs against Rs. 354.72 Lakhs in financial year 2017-18. The Total Comprehensive Income of your Company for FY 2018-19 was Rs. (293.64) Lakhs against Rs. 355.67 Lakhs in financial year 2017-18.

Opportunities, Threats, Risks and Concerns

The manufacturing industry and the demand thereof are influenced by general economic conditions, including, among other things, rates of economic growth, credit availability, Infrastructure spending, interest rates, environmental and tax policies, safety regulations, freight rates and fuel and commodity prices. Negative trends in any of these factors impacting the regions where the Company operates could materially and adversely affect the results of operations and scalability of the Companys business financially. Your Company recognizes that every business have its inherent risks and what is required is a proactive approach to identify and mitigate them in time, so that they do not impact the business negatively. We endeavor to regularly scan the internal and external environment to identify risks and decide on possible mitigation measures and costs for overcoming them and incorporate them in Companys strategic, business and operational plans. The Company has developed systems and processes to map the risks across segments, products and geographies and respond effectively to counter them and achieve the organizational goals. Sustained action is taken to further strengthen the system.

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 of the 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 facilitate 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 of the 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 of the 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 March 31, 2019, the Company had a total head count of 127. 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.

During the year under review, industrial relations in the factory/plant were cordial and pro-active and all employees and the Union supported productivity and process improvement measures undertaken at all the functions of the Company.

The Company has in place Health, Safety and Environment policy for Mahad operations.

Details of Significant Changes in Key Financial Ratios:

Particulars FY 18-19 FY 17-18
Debtors Turnover Ratio (Number of Days) 4.01 3.77
Inventory Turnover Ratio (Number of Days) 7.92 7.01
Interest Coverage Ratio (1.47) 6.41
Current Ratio 1.44 1.57
Debt Equity Ratio - 0.03
Operating Profit Margin ( in % ) (0.98%) 3.94%
Net Profit Margin ( in % ) (1.74%) 2.23%
Return on Net Worth ( in % ) (3.86%) 13.37%

Credit Rating

The Company enjoys a decent status for its complete financial management and the ability to meets its financial obligation. During the year under review, Acuite Rating & Research, a reputed rating agency, has assigned BBB- (stable) rating for long-term and A3 rating for short-term. Subsequent to the year under review, the aforementioned rating agency has assigned BB+ (stable) rating for long-term and A4+ rating for short-term.

PARTICULARS OF EMPLOYEES

Information as per section 197 of the Act read with the RulRs. 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 RulRs. 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

M/s. R A Maru & Associates, Chartered Accountants (Firm Registration No. 141914W) were appointed as statutory auditors of the Company at thRs. 25 AGM held on September 22, 2017, for a period of five years from the conclusion of thRs. 25 AGM until the conclusion of thRs. 30 AGM.

However, pursuant to notification issued by the Ministry of Corporate Affairs on May 7, 2018 amending section 139 of the Act and the rules framed thereunder, the mandatory requirement for ratification of appointment of auditors by the Members at every AGM has been omitted and accordingly, the Company is not proposing ratification of appointment of auditors at this AGM.

The Audit Report for the financial year 2018-19 does not contain any qualification, reservation or adverse remarks.

Cost Auditors and Cost Audit Report

The Board of Directors, on recommendation of the audit committee, has re-appointed M/s. N. Ritesh & Associates, Cost Accountants (Firm Registration No. R100675) as Cost Auditors of the Company, for the financial year 2019-20, for conducting the audit of Cost Records maintained by the Company relating to "Chemical Division" at remuneration as mentioned in the notice convening the AGM of the Company.

A resolution seeking Members ratification for the remuneration payable to the Cost Auditors for the financial year 2019-20 forms part of the notice of thRs. 27 AGM of the Company and the same is recommended for your consideration and approval.

The Cost Audit Report for the financial year ended March 31, 2018 issued by M/s. N. Ritesh & Associates, Cost Accountants, was filed on September 12, 2018 by the Company. The Cost Audit Report for the financial year ended March 31, 2019 will be filed in due course.

As per the requirements of Section 148(1) of the Act, the Cost Accounts and Records of the Company are duly made and maintained during the financial year 2018-19.

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 2018-19.

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

The Secretarial Audit Report for the financial year 2018-19, contains the following qualification, reservation or adverse remarks:

(a) The composition of the Board of Directors of the Company was not in accordance with the provisions of Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the period from 1 April 2018 till 11 February 2019. The Company has complied with the Regulation 17(1)(b) by appointment of Mrs. Hina Rakesh Shah as an Independent Director w.e.f. 12 February 2019.

Boards Explanation / Comments on above remarks:

During the year under review, the Board of Directors, on the recommendation of Nomination and Remuneration Committee appointed Mrs. Hina Rakesh Shah as an Additional Director (Category–Non-Executive, Independent) of the Company with effect from February 12, 2019 for a period of three years, subject to approval of the Members at the ensuing AGM of the Company.

(b) The Chief Financial Officer had resigned w.e.f. 1 May 2017. In accordance with the provisions of section 203(4) of the Companies Act, 2013, the said vacancy was required to be filled by the Board within a period of six months from the date of such vacancy. However, the Company has not filled the said vacancy within the time period prescribed under section 203(4) of the Companies Act, 2013.

Boards Explanation / Comments on above remarks:

During the year under review, the Board of Directors, on the recommendation of Nomination and Remuneration Committee and Audit Committee appointed Mr. Vaize Ahmed Kampli as Chief Financial Officer of the Company w.e.f. August 14, 2018. Accordingly, the Company has complied with the provisions of section 2013 of the Act.

Internal Auditors and Internal Audit Report

M/s. N. P. Patwa & Co, Chartered Accountants, were re-appointed as Internal Auditors of the Company for the Financial Year 2018-19. 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 RulRs. 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 of the Company at www.ashokalcochem.com/InvestorUpdate.html

During the year under review, no compliant has been received under the Whistle Blower Policy (Vigil Mechanism).

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.html

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. Hence, the disclosure in the requisite Form AOC-2 is not required. However, the details relating to Related Party Transaction is provided in the Note No. 37 of Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of section 135 of the Act, the Board of Directors of the Company has formed a Corporate Social Responsibility (CSR) Committee and has also framed a CSR Policy.

The terms of reference, details of meetings held during the year, attendance of Members and details pertaining to composition of CSR Committee are included in Corporate Governance Report, which forms part of this Report.

The detailed report about CSR activities undertaken during the year is annexed as "Annexure - C", as required under the Companies (Corporate Social Responsibilities Policy) Rules, 2014.

The CSR policy can be accessed at the website of the Company at www.ashokalcochem.com/InvestorUpdate.html

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

The extract of the Annual Return as provided under section 92(3) of the Act and prescribed in Form No. MGT- 9 of the Companies (Management and Administration) Rules, 2014, is annexed as "Annexure - D" to this Report.

Further, 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.html

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 of the 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

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the operations of the Company.

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.

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 FY 2018-19:

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

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

In terms of RulRs. 8 (3) of the Companies (Accounts) Rules, 2014, the required details are as below:

Conservation of energy:

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

Your Company is committed to ensure a clean & green, pollution free environment as well a safe and healthy work place at all locations of the Company. Your Company has made all efforts to optimize the use of energy and minimize its wastage. To ensure minimum consumption of energy for a given level of production, operating parameters of production have been standardized. The Key Initiatives towards conservation of Energy were:

• Change of few of the efficient power serving motors.

• Maintaining the proper servicing of the MCC Panel for the improvement of power factor.

• Change of CFL to LED at plant.

• Installation of VFD for few of the Motor Power Control.

(ii) The steps taken by the Company for utilising alternate sources of energy

Major energy conservation initiatives in the past few years has been successfully continued for the steam saving which has helped the Company to reduce the Coal consumption which in turn resulted in to reduction of emission of CO2 in atmosphere.

(iii) The capital investment on energy conservation equipment – Nil

Technology absorption:

The Company is constantly trying to provide its customers with products that incorporate latest available materials and technology are preferred, efforts are being made, wherever possible, to make use of best contemporary technology.

(i) Efforts made towards Technology Absorption: The efforts made in the past for the development of the new technology with the help of engineering modification has successfully helped the Company to continue its production with the consumption of the imported alcohol as a raw material.

The Companys R & D department is making constant efforts in absorbing and updating themselves with the technological advancements in the product portfolio of the Company.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: The efforts made in the past for the import of raw material and the plant modification, we are able to improve the product quality with the yield of finished product.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported - NA

(b) the year of import - NA

(c) whether the technology been fully absorbed - NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof – NA

(iv) The expenditure incurred on Research and Development –Rs. 1,42,904/-

Foreign exchange earnings and outgo
(Amount in Rs. )
Particulars 2018-2019 2017-2018
i. Foreign Exchange used 8,43,002 4,26,742
ii. Foreign Exchange earned 25,88,81,707 25,67,50,488

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 of the Company.

For and on behalf of the Board
Sd/- Sd/-
Place: Mumbai Purab Shah Sunil Shah
Date: August 13, 2019 Executive Director& CEO Director