undefined share price Directors report


To,

The Members,

ALSTONE TEXTILES (INDIA) LIMITED

At the outset, your Company?s Board of directors commiserates with the families of all employees, shareholders and others who succumbed to this dreadful COVID-19 pandemic. Your directors present the Thirty Eighth (38th) Annual Report along with the audited standalone and consolidated financial statements for F.Y. 2022-23. This report read with the Management Discussion and Analysis include details of the macro-economic scenario, Company?s performance, various initiatives taken by the Company as well as its approach to risk management.

The Directors have pleasure in submitting this 38th Annual Report of Alstone Textiles (India) Limited along with the audited financial statements for the financial year ended March 31, 2023.

1) FINANCIAL SUMMARYHTGHLTGHTS

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

(IN Rs ‘Lacs?) (IN Rs ‘Lacs?)
Particulars 31st March, 2023 31st March, 2022
Total Income 3016.78 -
Profit before Tax 2452.62 (8.73)
Less: Provision for Tax - -
Current Tax MAT Credit Entitlement 0.50 -
Earlier Year tax - -
Deferred Tax - 0
Net Profit after Tax 2452.12 (8.73)

2) STATE OF COMPANYAFFAIRS

During the financial year 2022-23, the Company has recorded Total Profit of T 2452.12 (in lacs) during the year as compared to loss of T 8.73 (in lacs) 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. This pandemic continued to be a global challenge, creating disruption across the world. The pandemic overwhelmed India?s medical infrastructure. Company operations also remained affected due to restricted movement, disrupted supply lines and temporary shutdown of some customer?s locations.

Amid the pandemic, the Company launched a Vaccination drive for its employees to ensure their safety. 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 he assured of their well-being. Our teams reacted with spread 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 ANNUALRETURN

The Web Address where Annual Return of the Company for the Financial Year 2022-23 referred in sub-section (3) of Section 92 has been placed at: http://www.alstonetextiles.in/

5) CHANGE IN NATURE OFBUSINESS

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

6) DIVIDEND

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

During the Financial year 2022-23, there was an Increase in Authorized Share Capital of the company from 7 13,00,00,000 (divided into 1,30,00,000 shares of 7 10 each) to 7 1,28,00,00,000 (divided into 1,28,00,00,000 shares of 7 1 each) and there was an Increase in Paid-up Share Capital of the company from 7 12,74,80,000 (divided into 1,27,48,000 shares of 7 10 each) to 7 1,27,48,00,000 (1,27,48,00,000 shares of 7 1 each).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.

9) DEPOSITS:

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

10) SUBSIDARIES, ASSOCIATE AND JOINT VENTURECOMPANIES

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

11) BOARD OF DIRECTORS

During the financial year 2022-23, Mr. Tushar Rai Sharma was appointed as an Additional NonExecutive Independent director of the company on August 18, 2022 subject to the approval of Shareholders, whose term was regularized by the shareholders at the Annual General Meeting of the company held on 26th September, 2022.

On October 13, 2022, Mr. Manmohan, Non-Executive Independent Director of the company had resigned from their directorship citing personal reasons and on the same date Mr. Luv Sharma was appointed as Additional Non-Executive Independent Director of the company, subject to the approval of Shareholders.

Later on, Mr. Luv Sharma, who was appointed as an Additional Non-Executive Independent Director of the company had resigned from the company on January 11, 2023 citing personal reason.

The detailed profile of the Directors seeking Appointment/Re- appointment is given in the explanatory statement accompanying notice to AGM and additionally in the Corporate Governance Report forming part of the Annual Report.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Mrs. Parul Agarwal, Practicing Company Secretary that none of the Company?s Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.

The following changes have taken place in the Composition of the Board of Directors after the Financial Year 2022-23:

1. Ms. Rajni Tanwar (DIN: 08201251) and Mr. Pankaj Saxena (DIN: 08162590) Non-Executive & Independent Directors of the Company has resigned from their directorship of the Company with effect May 26, 2023.

2. Mr. Bhupendra Kaushik (DIN: 07016552) and Ms. Prerna Singh (DIN: 10153909) as an Additional Director (Non-Executive & Independent) on the Board of the Company w.e.f. May 26, 2023 who shall hold office till the conclusion of ensuing Annual General Meeting. The Board recommends his appointment at the upcoming Annual General Meeting of the Company.

3. Mr. Ramesh Kumar (DIN: 00537325) was appointed as an Additional Non Executive & Non Independent Director of the Company w.e.f., August 11, 2023 who shall hold office till the conclusion of ensuing Annual General Meeting. The Board recommends his appointment at the upcoming Annual General Meeting of the Company.

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 re-appointment.

B. 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.

The policy for Familiarization Programme of Independent Director is also placed on Website of the company i.e., http://www.alstonetextiles.in/resource/Share Holders Information/Policies.aspx respectively.

During the Year, one (1) Meeting held in the F.Y. 2022-23 on 5th August,2022, of the Independent Directors.

C. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Mr. Pankaj Saxena and Mr. Tushar Rai Sharma are the Independent Directors of the Company as on March 31, 2023. After closure of financial year 2022-23, Mr. Pankaj Saxena had resigned from his designation citing personal reason on 26th May 2023 and on the same date Ms. Prerna Singh and Mr. Bhupendra Kaushik was appointed as Independent Director and is still as on date. The Company has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date ("Listing Regulations") (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Company?s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmers for Familiarization for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the Familiarization Programmed for Independent Directors are available at the Company?s website.

D. COMPANY?S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company?s Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company?s website at the web-link: http://www.alstonetextiles.in/resource/Share Holders Information/Policies.aspx

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy Depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

E. BOARD EVALUATION

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The performance of Non - Executive Directors, the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, after taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

F. COMPANY SECRETARY

Mrs. Shradha Sharma, an Associate Member of the ICSI, has been appointed, by the Board of Directors, as Company Secretary and Compliance Officer of the Company with effect from March 1,

2021.The same is continued till date.

G. CHIEF FINANCIAL OFFICER

Mr. Deepak Verma was appointed, by the Board of Directors of the Company, as Chief Financial Officer of the Company with effect from April 24, 2019. The same is continued till date.

H. 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 Verma, (Chief Financial Officer).

C. Ms. Shradha Sharma, (Company Secretary).

12. DIRECTORS? RESPONSIBILITY STATEMENT:

In Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) The Directors 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 of the profit of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company?s internal financial controls were adequate and effective during F.Y.2022- 2023.

13. MEETINGS (a) BOARD MEETINGS

The Board of Directors met 9 Times during the F.Y.- 2022-23. The dates on which meetings were held are 10/05/2022, 02/08/2022, 12/08/2022, 18/08/2022, 22/08/2022, 01/09/2022, 13/10/2022,

10/11/2022, and 11/01/2023.

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?s Designation Category Number of Board Meetings Attendance of Last
Members entitled to Attend Directors attended AGM
Mr. Deepak Kumar Bhojak Managing Director Executive 9 9 Yes
Mr. Pankaj Saxena Director Non-Executive & Independent 9 9 Yes
Mr. Manmohan Director Non-Executive & Independent 7 7 Yes
Ms. Rajni Tanwar Director Non-Executive &Professional 9 9 Yes
Mr. Tushar Rai Sharma Director Non-Executive & Independent 5 5 Yes
Mr. Luv Sharma Director Non-Executive & Independent 2 2 No

During the financial year 2022-23, Mr. Tushar Rai Sharma was appointed as an Additional NonExecutive Independent director of the company on August 18, 2022 subject to the approval of Shareholders, whose term was regularized by the shareholders at the Annual General Meeting of the company held on 26th September, 2022.

On October 13, 2022, Mr. Manmohan, Non-Executive Independent Director of the company had resigned from their directorship citing personal reasons and on the same date Mr. Luv Sharma was appointed as Additional Non-Executive Independent Director of the company, subject to the approval of Shareholders.

Later on, Mr. Luv Sharma, Additional Non-Executive Independent Director of the company had resigned from the company on January 11, 2023 citing personal reason. The following changes have taken place in the Composition of the Board of Directors after the Financial Year 2022-23:

1. Ms. Rajni Tanwar (DIN: 08201251) and Mr. Pankaj Saxena (DIN: 08162590) Non-Executive & Independent Directors of the Company has resigned from their directorship of the Company with effect May 26, 2023.

2. Mr. Bhupendra Kaushik (DIN: 07016552) and Ms. Prerna Singh (DIN: 10153909) as an Additional Director (Non-Executive & Independent) on the Board of the Company w.e.f. May 26, 2023 who shall hold office till the conclusion of ensuing Annual General Meeting. The Board recommends his appointment at the upcoming Annual General Meeting of the Company.

3. Mr. Ramesh Kumar (DIN: 00537325) was appointed as an Additional Non Executive & Non Independent Director of the Company w.e.f., August 11, 2023 who shall hold office till the conclusion of ensuing Annual General Meeting. The Board recommends his appointment at the upcoming Annual General Meeting of the Company.

(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 6 Audit Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met (6) times in the FY 2022-23. The dates on which these meetings were held are

05/05/2022, 28/08/2022, 06/10/2022, 09/01/2022, 10/01/2023, and 11/01/2023.

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. Pankaj Saxena Chairman 9 9
Mr. Tushar Rai Sharma Member 3 3
Ms. Rajni Tanwar Member 2 2

Note: Mr. Manmohan holds Chairmanship of Audit Committee till 13/10/2022. Then he has resigned on 13/10/2022 and on same date Mr. Pankaj Saxena become Chairperson.

Mr Deepak Kumar Bhojak holds Membership of Audit Committee till 13/10/2022. Then he resigned on 13/10/2022 and on the same date, Mr. Tushar Rai Sharma and Mr Luv Sharma appointed as Member.

Then, Mr. Luv Sharma Resigned on 09-01-2023 then Mr. Rajni Tanwar Become Member of Audit Committee on 11/01/2023.

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, all are Non-Executive Directors, all of them (including Chairman) of the Committee are Independent Directors. During the year, (4) Nomination & Remuneration Committee Meetings was convened and held.

Meetings of the Committee:

The committee met 4 times during the period, from 1stApril 2022 to 31st March 2023. The date on which the meeting was held is 10/06/2022, 24/09/2022, 06/10/2022 and 11/01/2023. 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. Pankaj Saxena Chairman 4 4
Mr. Tushar Rai Sharma Member 1 1
Ms. Rajni Tanwar Member 4 4

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

Note. Mr Manmohan holds Chairmanship of Nomination and Remuneration Committee till 13/10/2022. Than he resigned on 13/10/2022 and same date Mr Pankaj Saxena Become Chairperson and same date Mr. Luv Sharma appointed as Member of Nomination and Remuneration Committee. Later Mr Luv Sharma resigned on 11/01/2023 and same day Mr Tushar Rai Sharma Become Member.

(iii) STAKEHOLDERS? RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members all of them (including Chairman) members are Independent Directors. During the year, (Three) Stakeholders Relationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met only (3) times dated on 12/09/2022, 13/10/2022 and 11/01/2023 during the year ended 31/03/2023.

The Composition Stakeholders? Relationship 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. Pankaj Saxena Chairman 3 3
Mr. Tushar Rai Sharma Member 1 1
Ms. Rajni Tanwar Member 1 1

Note. Mr Manmohan holds Chairmanship of Stakeholders? Relationship committee till 13/10/2022. Than he resigned on 13/10/2022 and same date Mr Pankaj Saxena Become Chairperson and same date Mr. Luv Sharma appointed as Member of Stakeholders ? Relationship committee. Later Mr Luv Sharma resigned on 11/01/2023 and same day Mr Tushar Rai Sharma Become Member.

Compliance Officer:

Name of the Compliance Officer Contact Details E-Mail ID
Ms. Shradha Sharma 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 Two (2) Risk Management Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met Two (2) times on 13th October, 2022 and 11th January, 2022 during the financial year ended on March 31, 2023.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 attended Members attended
Mr. Pankaj Saxena Chairman 2 2
Mr. Deepak Kumar Bhojak Member 1 1
Mr. Tushar Rai Sharma Member 1 1

Note. Mr Manmohan holds Chairmanship of Risk Management committee till 13/10/2022. Than he resigned on 13/10/2022 and same date Mr Pankaj Saxena Become Chairperson and same date Mr. Luv Sharma appointed as Member of Risk Management committee. Later Mr Luv Sharma resigned on 11/01/2023 and same day Mr Tushar Rai Sharma Become Member.

(v) SHAREHOLDERS MEETING

There were Two Share Holders Meeting i.e. one is AGM (Annual General Meeting) held on 26th September 2022 at 2:00 P.M. Through video conferencing/other audio-visual means (OAVM) and another is EGM (Extra Ordinary General Meeting) held on 6th December 2022 at 01:00 P.M Through video conferencing/ other audio-visual means (OAVM).

14. PARTICULAR?S OF LOANS, GUARANTEES ORINVESTMENTS

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 Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee.

The whistle Blower Policy is available on the website of the company i.e., http://www.alstonetextiles.in/resource/Share Holders Information/Policies.aspx

16. INTERNAL FINANCIAL CONTROL SYSTEM

Internal financial controls of the Company are commensurate with the nature and size of business operations. Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

(1) the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company?s assets that could have a material effect on the financial statements.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing the top ten employees and the employees drawing remuneration in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the report. However, In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the said information on employees? particulars. The said statement is also available for inspection at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

18. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Company?s operations in future.

4. Corporate insolvency resolution process initiated or pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC).

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIE S:

The particulars of contracts or arrangements with related parties for the financial year 2022-23 are annexed herewith to the Financial Statements in Form No. AOC-2 (Annexure-I)

20. MANAGEMENT DISCUSSION ANALYSISREPORT:

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-II.

21. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015, Report on Corporate Governance is applicable as the Company is within the prescribed limit that the Paid-up Share Capital of the Company is INR 127,48,00,000/- (Rupees One Hundred Twenty Seven Crores Forty Eight Lakhs Only) and Net worth is INR 148,63,17,178/- (Rupees One hundred Forty Eight Crore Sixty Three Lakhs Seventeen Thousand One Hundred Seventy- Eight Only) as at March 31st, 2023.

As per Regulation-27(2) of the SEBI (Listing Obligations and Disclosure Requirement) Regulation?s 2015, a report on Corporate Governance together with the Auditor?s Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report under Annexure- III. A Practicing Company Secretary?s Certificate certifying the Company?s compliance with the requirements of Listing regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

22. AUDITORS

A. SECRETARIAL AUDITOR

The Board of Directors has appointed ACS Parul Agrawal Practicing Company Secretary to hold the office of the Secretarial Auditor and to conduct the Secretarial Audit for Financial Year 2022-23.

(i) SECRETARIAL AUDITOR?SREPORT:

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

(ii) SECRETARIAL AUDITOR?S 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. STATUTORYAUDITOR:

M/s Tiwari & Mishra, Chartered Accountants (Firm Registration No. 018393N), Statutory Auditors of the Company, have in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014, were appointed in the 26thAnnual General Meeting held on September 26, 2022, as the Statutory Auditors of the Company to hold office as such for a term of five years, from the financial year 2022-23 to 2026-27.

The Notes on financial statement referred to in the Auditors? Report are self-explanatory and do not call for any further comments.

The Auditors? Report does not contain any qualification, reservation or adverse remark.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s 143(12) of the Act.

However, A Certificate from the Auditors has been received from the Statutory 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 AUDITOR?SREPORT:

The Auditors have given an Audit Report on Financial of 2022-23 and annexed herewith marked as Annexure-V to the annual report.

(ii) STATUTORY AUDITOR?S 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.

C. INTERNALAUDITOR:

Mr. Anil Prakash was appointed as an Internal Auditor of the Company for the Financial Year-2022-23. (i) INTERNAL AUDITOR?S REPORT:

Mr. Anil Prakash has placed the Internal Audit Report before the Audit Committee and Board.

(ii) INTERNAL AUDITOR?S OBSERVATIONS:

Internal Auditor?s Report is self-explanatory and need no comments.

23. MAINTENANCE OF COST RECORDS:

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (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.

24. 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. For this purpose, the Management has listed its shares on BSE Limited (BSE) having nationwide trading platform.

25. 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, 2023.

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

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

1. The percentage increase in remuneration of each director CFO, CEO, Company Secretary or Manager, if any, in the financial year 2022-23: NIL

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

3. There are 2 permanent employees on the rolls of the company as on 31st March, 2023.

4. 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.

26. DEMATERIALISATION OFSHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN- INE184S01024 has been allotted for the Company. Therefore, the matter and/or investors may keep their shareholding in the electronic mode with their Depository Participates. 93.60% of the Company?s Paid- up Share Capital is in dematerialized form and balance 6.40% is in physical form as on 31st March, 2023.

27. LISTING OF SHARES:

The Company has Listed 1,27,48,00,000 Equity Shares of 1/- each on BSE Limited as on 31st March, 2023.

28. 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.

29. HUMAN RESOURCES:

People remain the most valuable asset of your Company. Your Company follows a policy of building strong team 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 Company?s Human Resources is commensurate with the size, nature and operations of the Company.

30. DISCLOSURE OF FRAUDS IN THE BOARD?S 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 2022-23.

31. 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.

32. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

33. 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 2022-23.

• No of complaints received : NIL
• No of complaints disposed off : NA

34. DEVELOPMENT& IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors comprising of Mr. Pankaj Saxena, a Non-Executive Independent Director as the Chairman along with Mr. Deepak Kumar Bhojak, Managing Director and Mr. Tushar Rai Sharma, Non-Executive Independent Director, both are members of the committee, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

The Risk Management Policy is in force and application in the Company, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular. The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the performance of the Company. The policy has been uploaded on the website of the Company.

35. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITYINITIATIVES:

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

36. DETAILS OF CRYPTO / VIRTUAL CURRENCY

There were no Transaction and Financial Dealing in Crypto / Virtual Currency during the Financial Year 2022-23.

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

Apart from the information provided/disclosures made elsewhere in the Directors? Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, occurred between the ends of the financial year of the Company i.e. March 31, 2023 till date of this Report.

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

During the Financial Year 2022-23, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company.

36. 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:

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, 2023 31st March, 2022
Earnings in Foreign Currency (FOB Value of exports) NIL NIL
Expenditure in Foreign Currency NIL NIL

37. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no Application made or proceeding in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

38. CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management personnel. The Code of Conduct is available at company?s website

http://www.alstonetextiles.in/resource/Share Holders Information/CodeofConduct.aspx.

39. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

40. GREEN INITIATIVES:

This year too, Annual Report and the notice of the 38th Annual General Meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, Bigshare Services Pvt Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e- voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

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: 24.08.2023 Place: New Delhi Deepak Kumar Bhojak (Managing Director) DIN: 06933359 Ramesh Kumar (Director) DIN: 00537325