To the Members,
The Board of Directors present this 36th Annual Report of the Company, along with the
financial statements for the Financial Year ended 31st March, 2023, in compliance with the
provisions of the Companies Act, 2013, the rules and regulations framed thereunder
("Act") and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015 ("Listing Regulations").
1. FINANCIAL RESULTS:
The Company's performance (Standalone and Consolidated) for the Financial Year ended
31st March, 2023, is summarized below:
|
|
|
|
(Rs in Crore) |
Particulars |
Standalone |
Consolidated |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
Revenue from operations |
6,748.32 |
7,150.91 |
6,937.29 |
7,309.50 |
Operating Profit / (Loss) before Interest, Depreciation and Taxes |
(30.93) |
611.61 |
(13.80) |
610.90 |
Minority Interest and Share in Profit of Associates |
- |
- |
(0.97) |
(0.98) |
Profit/(Loss) before Tax |
(874.89) |
(184.18) |
(879.95) |
(209.42) |
Tax Expenses (including Deferred Tax) |
- |
- |
0.51 |
(0.82) |
Profit/(Loss) after Tax |
(874.89) |
(184.18) |
(880.46) |
(208.60) |
Other Comprehensive Income |
4.23 |
(0.50) |
(112.66) |
(41.95) |
Total Comprehensive Income |
(870.66) |
(184.68) |
(993.12) |
(250.55) |
2. TRANSFER TO RESERVES:
No amount is proposed to be transferred to Reserves.
3. DIVIDEND:
On account of the Loss After Tax reported by the Company during the Financial Year
2022-23, the Board of Directors do not recommend any dividend (previous year Nil).
The Dividend Distribution Policy of the Company approved by the Board of Directors of
the Company is in line with the requirements of Listing Regulations. The Policy is
available on the Company's website and can be accessed through the link:
https://www.alokind.com/ Investor_Relations-pdf/Policies/Dividend_Distribution_
Policy.pdf.
There has been no change in the policy during the year under review.
4. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS: (a) The
Highlights of the Company's Performance (Standalone) for the Financial Year Ended 31st
March, 2023, are as under:
Total sales of the Company decreased by 5.63% to Rs6,748.32 Crore from
Rs7,150.91 Crore in the previous year.
Domestic sales increased by 3.36 % to Rs5,634.73 Crore from Rs5,451.37 Crore in the
previous year.
Export sales decreased by 34.48 % to Rs1,113.59 Crore from Rs1,699.54 Crore in previous
year. Operating EBITDA was negative at Rs30.93 Crore as compared to positive EBITDA of
Rs611.61 Crore in the previous year.
Operating Loss Before Tax was negative at Rs874.89 Crore as compared to Loss Before Tax
of Rs184.18 Crore in the previous year.
The reported Loss After Tax for the year was Rs874.89 Crore as compared to Loss
After Tax of Rs184.18 Crore.
(b) The Highlights of the Company's Performance (Consolidated) for the Financial
Year Ended 31st March, 2023, are as under:
The Company achieved a consolidated revenue of Rs6,937.29 Crore lower by 5.09 % as
compared to consolidated revenue of Rs7,309.50 Crore in the previous year.
Operating EBITDA was negative at Rs13.80 Crore as compared to positive EBITDA of
Rs610.90 Crore in the previous year.
Operating Profit Before Tax (PBT) was negative at Rs880.92 Crore as compared to
negative PBT of Rs208.44 Crore in the previous year.
The reported consolidated Loss After Tax for the year was Rs880.46 Crore as compared to
Loss After Tax of Rs208.60 Crore in the previous year.
A detailed analysis of financial results and operations is given in the Management
Discussion and Analysis Report, which forms part of this Annual Report.
5. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the provisions of the Act and Listing Regulations read with relevant
Accounting Standards issued by the Institute of Chartered Accountants of India, the
consolidated financial statements form part of this Annual Report. The audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiaries are available on the Company's
website and can be accessed through the link:
https://www.alokind.com/financialresult.html. These documents are also available for
inspection by the Members at the Registered Office of the Company during business hours on
all working days, except Saturdays, Sundays and National Holidays up to the date of the
36th Annual General Meeting (AGM') of the Company.
6. EROSION OF NETWORTH:
Net worth as at 31st March, 2023 was negative at Rs17,320.72 Crore. Accumulated losses
have resulted in the erosion of over 62.05 % of peak negative net worth of Rs10,688.68
Crore during the immediately preceding four Financial Years.
7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the year under review, the Company has not granted any loans, made any
investments and provided any guarantee or security. The particulars of the loans granted,
investments made and guarantee or security provided in the earlier years are given in the
standalone financial statement (Refer Note 5 and 6 to the standalone financial
statements).
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as stipulated
under the Listing Regulations, is presented in a separate section, which forms part of
this Annual Report.
9. CREDIT RATING:
The details of credit ratings are disclosed in the Corporate Governance Report, which
forms part of this Annual Report.
10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, no company became/ ceased to be a subsidiary, joint
venture or associate of the Company except the following two companies which ceased to be
the subsidiaries of the Company:
- Springdale Information & Technologies Private Limited was dissolved w.e.f.
20.02.2012 vide order dated 08.06.2022 of the Hon'ble High Court of Judicature at Bombay.
- Kesham Developers & Infotech Private Limited was dissloved w.e.f. 20.02.2012 vide
order dated 14.09.2022 of the Hon'ble High Court of Judicature at Bombay.
List of subsidiary, associate and joint venture of the Company as on 31st March, 2023,
are as follows:
Sr. No. Subsidiaries |
1. Alok Infrastructure Limited |
2. Alok International Inc. |
3. Alok International (Middle East) FZE |
4. Alok Global Trading (Middle East) FZE (business |
license cancelled on 12th September, 2017) |
5. Alok Singapore PTE Limited |
6. Alok Worldwide Limited |
Sr. No. Step-down subsidiaries |
1. Alok Industries International Limited |
2. Grabal Alok International Limited |
3. Grabal Alok (UK) Limited (under liquidation effective |
10th July, 2017) |
4. Mileta, a.s. |
Sr. No. Joint Ventures |
1. New City of Bombay Manufacturing Mills Limited |
2. Aurangabad Textiles and Apparel Parks Limited |
Sr. No. Associates |
Nil |
None of the above subsidiaries is a Material Subsidiary' as defined in the
Listing Regulations. As required under Regulations 16(1)(c) of the Listing Regulations,
the Board of Directors has approved the Policy for determining Material Subsidiaries
("Policy"). The details of the Policy are available on the Company's website and
can be accessed through the link: https://www.alokind.com/
Investor_Relations-pdf/Policies/Material_Subsidiaries. pdf. There has been no change in
the policy during the year under review.
The audited financial statements including the consolidated financial statements of the
Company and all other documents required to be attached thereto are available on
the Company's website and can be accessed through the link: https://www.alokind.
com/annualreport.html. The financial statements of the subsidiaries, as required, are
available on the Company's website and can be accessed through the link:
https://www.alokind.com/financialresult_financial_ subsidiaries.html.
The development in business operations/ performance of the Subsidiaries/ Joint Venture,
is given in Management Discussion and Analysis Report which forms part of this Annual
Report.
A statement providing details of performance and salient features of the financial
statements of Subsidiary/ Joint Venture companies, as per Section 129(3) of the Act, is
annexed to the consolidated financial statements and therefore not repeated in this
Directors' Report.
11. CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES:
The CSR Policy of the Company inter-alia includes CSR activities to be undertaken by
the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the
Board of Directors (in accordance with the requirements of the Act is available on the
Company's website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/
Policies/CSR_Policy.pdf and is also annexed herewith and marked as Annexure-1.
There has been no change in the policy during the year under review.
Pursuant to Section 135 of the Act read with CSR Policy of the Company, the Company is
required to spend two percent of the average net profit of the Company for three
immediately preceding financial years. As the average net profit of the Company made
during the three immediately preceding financial years was negative, the Company was not
required to spend any amount for the CSR purpose during the year under review.
Annual Report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, is annexed herewith and marked as Annexure-2.
12. RISK MANAGEMENT:
The Company, like any other enterprise, is exposed to business risk which can be
internal risks as well as external risks. Any unexpected changes in regulatory framework
pertaining to fiscal benefits and other related issues can affect our operations and
profitability. A key factor in determining a Company's capacity to create sustainable
value is the ability and willingness of the Company to take risks and manage them
effectively and efficiently. However, the Company is well aware of the above risks and as
part of business strategy has put in a mechanism to ensure that they are mitigated with
timely action.
The Company has an elaborate Risk Management Framework, which is designed to enable
risks to be identified, assessed and mitigated appropriately. The Board of Directors of
the Company has constituted Risk Management Committee which has, inter-alia, been
entrusted with the responsibility of overseeing implementation/ monitoring of Risk
Management Plan and Policy; and continually obtaining reasonable assurance from Management
that all known and emerging risks have been identified and mitigated or managed.
The current constitution and role of the Risk Management Committee is in compliance
with the requirements of Regulation 21 of the Listing Regulations. Pursuant to the
provisions of the Act and Listing Regulations, the Company has adopted Risk Management
Policy. The details of the Risk Management Policy are available on the Company's website
and can be accessed through the link:
https://www.alokind.com/Investor_Relations-pdf/Policies/Risk_Policy.pdf. There has been no
change in the Policy during the year under review.
Further details on the Risk Management activities including the implementation of Risk
Management Policy, key risks identified, and their mitigations are covered in Management
Discussion and Analysis section, which forms part of this Annual Report. In the opinion of
the Board of Directors, none of these risks affect and/or threaten the existence of the
Company.
13. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made
thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to
report genuine concerns and to provide adequate safeguards against victimization of
persons who may use such mechanism. The functioning process of this mechanism has been
more elaborately mentioned in the Corporate Governance Report which forms part of this
Annual Report. The said Policy is available on Company's website and can be accessed
through the link: https://www.alokind.com/Investor_
Relations-pdf/Policies/Whistle_Blower_Policy.pdf.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Directors: (a) Retirement by Rotation:
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. V. Ramachandran (DIN: 02032853), retires by rotation as a Director at
the AGM and being eligible, offers himself for reappointment.
A detailed profile of Mr. V. Ramachandran along with additional information required
under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General
Meetings is provided separately by way of an Annexure to the Notice of the AGM.
The Nomination and Remuneration Committee and Board of Directors have recommended his
reappointment for the approval of the shareholders.
(b) Changes in the Directors during the year under review:
Pursuant to the Resolution Plan approved by the National Company Law Tribunal,
Ahmedabad Bench, JM Financial Asset Reconstruction Company Limited (acting in its capacity
as trustee of JMFARC March 2018 Trust) ("JMFARC"), one of the
resolution applicants and a Member holding 173,73,11,844 (34.99%) Equity Shares of the
Company had vide letter dated 28th January, 2022, nominated Mr. Nirav Parekh (DIN:
09505075) as its nominee on the Board of the Company in place of Mr. Samir Chawla, who
ceased to be the Director with effect from the said date on account of his resignation
from the services of JMFARC. Accordingly, the Board of Directors of the Company at its
meeting held on 3rd March, 2022, based on the recommendation of the Nomination and
Remuneration Committee and pursuant to the provisions of Section 161(1) of the Act read
with the Articles of Association of the Company, had approved the appointment of Mr. Nirav
Parekh as Nominee Director (Non-Executive) representing JMFARC, with effect from 3rd
March, 2022. Further, the said appointment was approved by the Members of the Company by
way of Postal Ballot on 6th April, 2022.
ii. Key Managerial Personnel:
During the year under review, there was no change in the Key Managerial Personnel of
the Company. However, subsequent to the closure of the financial year, the following
changes took place in the Key Managerial Personnel of the Company: Mr. Ram Rakesh Gaur and
Mr. Vinod Sureka were appointed as Chief Executive Officer and Joint Chief Financial
Officer of the Company respectively effective from 20th July, 2023. Mr. Sunil O.
Khandelwal has resigned from the position of the Manager of the Company effective from the
close of business hours of 31st August, 2023.
15. NUMBER OF MEETINGS OF THE BOARD:
During the Year under review, 4 (four) Board meetings were held. Further details of the
meetings of the Board and its Committees are given in the Corporate Governance Report,
which forms part of this Annual Report.
16. PERFORMANCE EVALUATION:
The Nomination and Remuneration Committee has specified the manner of effective
evaluation of performance of the Board, its Committees and individual
Directors in accordance with the provisions of Section 178 of the Act.
Accordingly, the Board has carried out an annual evaluation of its own performance,
performance of the individual Directors including Independent Directors. Further, the
Committees of the Board had carried out self-evaluation of its performance and the outcome
was submitted to the Chairman of the Nomination and Remuneration Committee for his review.
The performance evaluation of the Independent Directors was carried out by the entire
Board, excluding the Director being evaluated. The performance evaluation of the Chairman
and the Non-Independent Directors were carried out by the Independent Directors, who also
reviewed the performance of the Board as a whole.
The terms and conditions of appointment of Independent Directors are available on the
Company's website and can be accessed through the link: https://www.alokind.
com/Investor_Relations-pdf/Policies/Terms_and_
Conditions_of_Appointment_offithe_Independent_ Directors.pdf.
17. BOARD COMMITTEES:
The composition of various Committees of the Board is in accordance with the
requirements of applicable provisions of Act and Listing Regulations. As on 31st March,
2023, the composition of various Committees of the Board is as follows:
A. Audit Committee:
Name of the Director |
Designation |
Category |
Mr. A. Siddharth |
Chairman |
Non-Executive Independent Director |
Ms. Mumtaz Bandukwala |
Member |
Non-Executive Independent Director |
Mr. Rahul Dutt |
Member |
Non-Executive Independent Director |
Mr. V. Ramachandran |
Member |
Non-Executive Non- Independent Director |
During the year under review, all the recommendations made by the Audit Committee were
accepted by the Board.
B. Nomination and Remuneration Committee:
Name of the Director |
Designation |
Category |
Mr. Rahul Dutt |
Chairman |
Non-Executive Independent Director |
Mr. A. Siddharth |
Member |
Non-Executive Independent Director |
Mr. Hemant Desai |
Member |
Non-Executive Non- Independent Director |
C. Stakeholders Relationship Committee:
Name of the Director |
Designation |
Category |
Mr. Anil Kumar Rajbanshi |
Chairman |
Non-Executive Non- Independent Director |
Mr. A. Siddharth |
Member |
Non-Executive Independent Director |
Ms. Mumtaz Bandukwala |
Member |
Non-Executive Independent Director |
Mr. V. Ramachandran |
Member |
Non-Executive Non- Independent Director |
Note: Mr. Anil Kumar Rajbanshi, a member of the Committee has been appointed as the
Chairman of the Committee with effect from 20th December, 2022 in place of
Mr. A. Siddharth consequent to relinquishment of Chairmanship by him on 19th
December, 2022.
D. Corporate Social Responsibility and Governance Committee:
Name of the Director |
Designation |
Category |
Ms. Mumtaz Bandukwala |
Chairperson |
Non-Executive Independent Director |
Mr. Rahul Dutt |
Member |
Non-Executive Independent Director |
Mr. V. Ramachandran |
Member |
Non-Executive Non- Independent Director |
E. Risk Management Committee:
Name of the Director |
Designation |
Category |
Ms. Mumtaz Bandukwala |
Chairperson |
Non-Executive Independent Director |
Mr. Anil Kumar Rajbanshi |
Member |
Non-Executive Non- Independent Director |
Mr. V. Ramachandran |
Member |
Non-Executive Non- Independent Director |
Note: The Risk management Committee was reconstituted on 14th April, 2022. For details
of the reconstitution kindly refer to the Corporate Governance Report which forms part of
this Annual Report.
F. Managing Committee [Voluntary Committee]:
The Board has constituted a voluntary committee known as the Managing Committee'
to manage the day-to-day affairs of the Company and authorised to take all such decisions
and actions as may be required to be taken in the ordinary course of the business.
Name of the Director |
Designation |
Category |
Mr. V. Ramachandran |
Member |
Non-Executive Non- Independent Director |
Mr. Sunil O. Khandelwal |
Member |
Manager |
Mr. Bijay Agrawal |
Member |
Chief Financial Officer |
Mr. K. H. Gopal |
Member |
President, Corporate Affairs & Legal |
18. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company
confirming that: a) they meet the criteria of independence prescribed under the Act and
the Listing Regulations; b) they have registered their names in the Independent Directors'
Databank. c) they have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act. In the opinion of the Board, the Independent Directors of the
Company possess the requisite qualifications, experience (including proficiency),
expertise and hold highest standards of integrity.
19. DIRECTORS' APPOINTMENT AND REMUNERATION POLICY:
The Board on the recommendation of the Nomination and Remuneration Committee has framed
Policy for Selection of Directors and Determining Directors' Independence and Remuneration
Policy for Directors, Key Managerial Personnel and Other Employees in compliance with
Section 178(3) of the Act and Regulation 19 of the Listing Regulations and the same are
available on the Company's website and can be accessed through the link:
https://www.alokind.com/Investor_Relations-pdf/Policies/Policy_for_Selection_of_Directors_
and_Determining_Directors'_Independence.pdf and https://www.alokind.com/Investor_Relations-pdf/
Policies/Remuneration_Policy.pdf, respectively.
The Policy for Selection of Directors and Determining Directors' Independence sets out
guiding principles for Nomination and Remuneration Committee for identifying persons who
are qualified to become directors and determining directors' independence, if the person
is intended to be appointed as independent director. There has been no change in the
policy during the year under review.
The Remuneration Policy for Directors, Key Managerial Personnel and Other Employees
sets out guiding principles for Nomination and Remuneration Committee for recommending to
the Board the remuneration of Directors, Key Managerial Personnel and other employees.
There has been no change in the policies during the year under review.
20. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 of the Act, with respect to Directors'
Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the
annual accounts for the Financial Year ended 31st March, 2023, the applicable accounting
standards read with requirements set out under Schedule III to the Act have been followed
and there are no material departures from the same; (ii) the Directors have selected such
accounting policies and applied them consistently and made judgements and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2023 and of the losses of the Company for the Financial Year
ended on that date; (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 for the
Financial Year ended 31st March, 2023 on a going concern basis; (v) the Directors have
laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and (vi) the Directors have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such system are adequate and operating effectively.
21. RELATED PARTY TRANSACTIONS:
All contracts/ arrangements/ transactions entered by the Company during the Financial
Year ended 31st March, 2023 with related parties were in its ordinary course of business
and on an arm's length basis. During the year under review, the Company had not entered
into any contract/ arrangement/ transaction with related parties which could be considered
material in accordance with the Policy of the Company on materiality of related
party transactions or which is required to be reported in Form No. AOC-2 in terms of the
provisions of Section 134(3)(h), Section 188 and other applicable provisions, if
any, of the Act read with the Rules made thereunder.
Securities and Exchange Board of India ("SEBI") vide its notification dated
9th November, 2021, had amended certain provisions of Regulation 23 of the Listing
Regulations relating to Related Party Transactions.
The said amendments were effective from 1st April, 2022. Accordingly, the Company's
Policy on Materiality of Related Party Transactions and Dealing with Related Party
Transactions has been suitably amended. A copy of the amended Policy is available on the
Company's website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/
Policies/Policy_on_Materiality_of_RPT.pdf.
There were no materially significant related party transactions which could have
potential conflict with the interests of the Company at large. Members may refer to Note
39 to the standalone financial statements which sets out related party disclosures
pursuant to Ind AS.
22. INTERNAL FINANCIAL CONTROLS:
The Company has adequate system of internal financial controls to safeguard and protect
the Company from loss, unauthorized use or disposition of its assets. All the transactions
are properly authorized, recorded and reported to the Management. The Company is following
the applicable Accounting Standards for properly maintaining the books of accounts and
reporting Financial Statements.
The internal financial controls have been embedded in the business processes. Assurance
on the effectiveness of internal financial controls is obtained through management
reviews, continuous monitoring by functional leaders as well as testing of the internal
financial control systems by the internal auditors during the course of their audits.
The Audit Committee reviews the adequacy and effectiveness of Company's Internal
Controls and monitors the implementation of audit recommendations.
23. AUDITOR AND AUDITOR'S REPORT: (a) Statutory Auditors:
S R B C & CO LLP, Chartered Accountants (ICAI FRN Reg. No. 324982E / E300003) were
appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive
years, at the 33rd AGM, held on 29th December, 2020. The Company has received confirmation
from them to the effect that they are not disqualified from continuing as Auditors of the
Company.
The Notes on financial statement referred to in the Statutory Auditor's Report are
self-explanatory and do not call for any further comments. The Statutory Auditor's Report
on the standalone and consolidated financial statements of the Company for the Financial
Year ended 31st March, 2023, forms part of this Annual Report and does not contain any
qualification, reservation or adverse remark.
(b) Cost Auditors:
Pursuant to the provisions of Section 148 of the Act, read with the Rules made
thereunder, the Company has appointed B.J.D. Nanabhoy & Co., Cost Accountants, Mumbai
(Reg. No. FRN-000011) to undertake the audit of the cost records of the Company for the
Financial Year ended 31st March, 2023.
The remuneration payable to the Cost Auditors is required to be placed before the
Members in a general meeting for their ratification and the same forms part of the Notice
convening the AGM. In accordance with the provisions of Section 148(1) of the Act, read
with the Rules made thereunder, the Company has maintained cost records.
(c) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act, read with the Rules made
thereunder, and Regulation 24A of the Listing Regulations, the Company had appointed Mr.
Virendra G Bhatt, Company Secretary in Practice, (Membership No.: A 1157; Certificate of
Practice No.: 124) to undertake the Secretarial Audit of the Company for the Financial
Year ended 31st March, 2023. The Report given by the Secretarial Auditor is annexed
herewith and marked as Annexure-3.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
24. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:
The Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by the SEBI. In compliance with
Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate
Governance and the Certificate as required under Schedule V(E) of Listing Regulations
received from the Secretarial Auditors of the Company forms part of this Annual Report.
25. COMPLIANCE OF SECRETARIAL STANDARDS:
In terms of Section 118(10) of the Act, the Company is complying with the Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by Central
Government with respect to Meetings of the Board of Directors and General Meetings.
26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
In accordance with the Listing Regulations, the Business Responsibility and
Sustainability Report describing the initiatives taken by the Company from an
environmental, social and governance perspective is available on the Company's website and
can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/
Annual_Reports/BRSR_FY_22-23.pdf.
27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The disclosure of particulars with respect to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as required pursuant to
provisions of Section 134(3)(m) of the Act, read with the Rules made thereunder, is
annexed herewith and marked as Annexure-4.
28. ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2023, is available on the Company's
website and can be accessed through the link: https://www.alokind.com/
generalmeeting_annualfireturns.html.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace in line with the requirements of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). An Internal
Committee has been set up to redress and resolve the complaints arising under the POSH.
Appropriate reporting mechanisms are in place for ensuring protection against sexual
harassment. There has been no change in the policy during the year under review. During
the year under review, the Company has not received any complaints in this regard.
30. PARTICULARS OF EMPLOYEES:
Pursuant to Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names of the top ten employees in terms of remuneration drawn and names and other
particulars of the employees drawing remuneration in excess of the limits set out in the
said rules forms part of this Directors' Report. Disclosures relating to remuneration and
other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of
this Directors' Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and
as advised, the Annual Report excluding the aforesaid information is being sent to the
Members of the Company. Any Member interested in obtaining such information may write
their e-mail to investor.relations@alokind.com.
31. GENERAL DISCLOSURE:
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review: a. Details relating to deposits covered under Chapter V of the Act. b. Issue of
equity shares with differential rights as to dividend, voting or otherwise. c. Issue of
shares (including sweat equity shares) to Directors & employees of the Company under
any scheme. d. None of Directors of the Company have received any remuneration or
commission from any of its subsidiaries. e. No fraud has been reported by the Auditors to
the Audit Committee or the Board. f. There has been no change in the nature of business of
the Company. g. There has been no change in the capital structure of the Company. h. The
Company has not issued any warrants, debentures, bonds or any non-convertible securities.
i. The Company has not bought back its shares, pursuant to the provisions of Section 68 of
Act and the Rules made thereunder.
j. The financial statements of the Company were not revised. k. The Company has not
failed to implement any corporate action. l. There are no significant material orders
passed by the Regulators/ Courts which would impact the going concern status of the
Company and its future operations. m. There are no significant material changes and
commitments affecting the financial position of the Company, which have occurred between
the end of the Financial Year upto the date of this Annual Report. Further, there are no
other significant development during the year which can be considered as Material. n.
There was no application made/ proceeding pending under the Insolvency and Bankruptcy
Code, 2016. o. There was no instance of one-time settlement with any Bank or Financial
Institution.
32. INDUSTRIAL RELATIONS:
Industrial relations have been cordial at all the manufacturing units of the Company.
33. ACKNOWLEDGEMENTS:
The Directors express their appreciation for the sincere cooperation and assistance of
Central and State Government authorities, bankers, customers, suppliers and business
associates. Your Directors also wish to place on record their deep sense of appreciation
for the committed services by your Company's employees. Your Directors acknowledge with
gratitude, the encouragement and support extended by our valued Members.
|
For and on behalf of the Board of Directors |
|
Alok Industries Limited |
Place: Mumbai |
A. Siddharth |
Date: 19th July, 2023 |
Chairman |