The Board of Directors are pleased to present the Company Annual Report and the
Company's audited financial statements for the financial year ended 31st March, 2023.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March, 2023 are as follow:
Amount in Lakhs.
| Particulars |
Year ended 31st March 2023 |
Year ended 31st March 2022 |
| Revenue from Operations |
20787.85 |
28276.22 |
| Profit before tax from continuing operations |
456.51 |
413.24 |
| Tax Expenses (Including Deferred Tax) |
133.36 |
50.03 |
| Profit after Tax |
323.15 |
363.21 |
| Total Income for the year |
323.15 |
363.21 |
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY'S AFFAIR
During the year under review, your Company achieved total revenue from operations of
Rs. 20787.85 Lakhs (previous year Rs. 28276.22 Lakhs). The profit after tax (including
other comprehensive income) is at Rs. 323.15 Lakhs (previous year Rs. 363.21 Lakhs ).
4. DIVIDEND
Your Directors do not recommend any divided for the financial year ended 31s March
2023.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
consolidated Financial Statement is part of the Annual Report.
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY There is no change in the nature of
business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in
terms of Section 125 of the Companies Act, 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure
A to Director's Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed also discussed at the meetings of the Risk Management
Committee and the Board of Directors of the Company. The Company has constituted Risk
Management Committee and its risk management policy is available on the website of the
Company.
10. INTERNAL CONTROL SYSTEM
The Company's internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Company's internal control
systems are commensurate with the nature of its business and the size and complexity of
its operations. These are routinely tested and certified by Statutory as well as Internal
Auditors and their significant audit observations and follow up actions thereon are
reported to the Audit Committee.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
During the year under review, your Company has not made any investment, given any loan
or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the
rules made thereunder.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm's length basis, in the ordinary
course of business and are in compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. There are no materially significant related party transactions made by the Company
with Promoters, Directors or Key Managerial Personnel etc. which may have potential
conflict with the interest of the Company at large or which warrants the approval of the
shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure B in
terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Company's
financial statements (note 27) in accordance with the Accounting Standards. All
Related Party Transactions are presented to the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature.
13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
All employees (permanent, contractual, temporary, trainees) are covered under the said
policy. The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual
harassment. During the financial year under review, the Company has not received any
complaints of sexual harassment from any of the women employees of the Company.
14. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the
link for Annual Return Financial Year 2022-23
https://www.alacritysec.com/annual-reports.php
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board met 6 times on 28/05/2022, 07/09/2022, 07/10/2022,
11/11/2022, 09/12/2022, & 10/12/2022.
16. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the
Company hereby confirm:
• That in the preparation of the annual accounts, the applicable accounting
standards have been followed and there has been no material departure.
• That the selected accounting policies were applied consistently and the
Directors 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 as on 31st March, 2023, and that
of the profit of the Company for the year ended on that date.
• That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
• That the annual accounts have been prepared on a going concern basis.
• The Board has laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively. The directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
17. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
18. ARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure
C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of employees
drawing remuneration in excess of the limits set out in the said Rules, if any, forms part
of the Report. The policy is available on the Company's website. www.alacritysec.com.
19. DIRECTORS
Mr. Hiten Ramniklal Mehta is liable to retire by rotation in this ensuing Annual
General Meeting and being eligible he has offered herself for reappointment. Your
directors recommend his re-appointment. Pursuant to the provisions of Section 149 of the
Act, the Independent Directors have submitted declarations that each of them meet the
criteria of independence as provided in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no
change in the circumstances affecting their status as Independent Directors of the
Company.
20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed shall be of
high integrity with relevant expertise and experience so as to have diverse Board and the
Policy also lays down the positive attributes/criteria while recommending the candidature
for the appointment as Director.
21. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
22. STATUTORY AUDITORS
The Members of the Company in the Annual General Meeting held on 30th September 2022
appointment of M/s. CLB & Associates Chartered Accountants (FRN 124305W) as Statutory
Auditor of your company for a period of 5 years from the conclusion of this Annual General
Meeting till the conclusion of the Annual General Meeting to be held in the year 2027.
23. INTERNAL AUDITORS
M/s HP Bhalekar & Associates Chartered Accountants, were appointed as internal
auditors by the Board for the financial year 2022-23 and who have issued their reports on
quarterly basis.
24. SECRETARIAL AUDITORS
The Company has appointed M/s Jaymin Modi & Co. Company Secretaries, as Secretarial
Auditors of the Company to carry out the Secretarial Audit for the Financial Year
2022-2023 and to issue Secretarial Audit Report as per the prescribed format under rules
in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the FY 2022-23 is annexed herewith and forms part of
this report as Annexure D. Secretarial Audit is not applicable to the Subsidiary,
not being a material subsidiary.
25. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable
to the Company. Maintenance of cost records as prescribed under the provisions of Section
148(1) of the Companies Act, 2013 was not applicable for the business activities carried
out by the Company for the FY 2022-23. Accordingly, such accounts and records are not made
and maintained by the Company for the said period.
26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The secretarial auditor of the company has made the following Qualifications
Some of the Intimations under the provisions of the Companies Act, 2013 have been filed
after the lapse of statutory time period. However, necessary additional fees have been
remitted for such delay.
Board Reply
The e-forms were filed with necessary additional fees.
Apart from the above there are no qualifications, reservations or adverse remarks or
disclaimers made by the auditors and the practicing company secretary in their reports.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual
Report as Annexure E.
28. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does don't have any Holding, Subsidiary, Joint Ventures and Associate
Companies as on 31st March 2023.
29. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns
expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimisation of employees and Directors who express their concerns. he
Vigil Mechanism Policy is available at the website of the Company: www.alacritysec.com.
30. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under section 143(12) of the Act, details of which
needs to be mentioned in this Report.
31. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing
Regulations, the performance evaluation of the Board and its Committees were carried out
during the year under review.
32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the
Company occurred during the financial year.
33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
During the year there has been no significant material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and company's operations in
future.
34. COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013, the Board has formed a Risk Management
Committee. There are currently 3 Committees of the Board, as follows:
• Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of
Section 177 of the Companies Act, 2013 read with regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee as on the
date of the report comprises of 2 Non-Executive Independent Directors & 1 Executive
Director.
Following are the members of the Committee
Ankur M Mehta : Non- Executive and Independent Director, Chairman
Deven Narendra Sanghvi : Non- Executive and Independent Director, Member
Pooja A Gupta : Executive Director, Member
During the year there were in total 4 Audit committee meetings held on 28/05/2022,
07/09/2022, 11/11/2022 and 11/02/2023. The Chairperson of Audit Committee was present in
previous AGM held on 30/09/2022 to answer shareholder's queries.
Broad terms of reference of the Audit Committee are as per following:
The role of the audit committee shall include the following:
1 Oversight of the listed entity's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible;
2 Recommendation for appointment, remuneration and terms of appointment of auditors of
the listed entity;
3 Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
4 Reviewing with the management, the quarterly financial statements before submission
to the board for approval;
5 Reviewing and monitoring the auditor's independence and performance and effectiveness
of audit process.
7 Approval or any subsequent modification of transactions of the listed entity with
related parties.
8 Evaluation of internal financial controls and risk management systems.
9 reviewing, with the management, performance of statutory and Internal Auditors,
adequacy of the internal control systems.
10 Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
11 Discussion with internal auditors of any significant findings and follow up there
on.
12 Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board.
13 Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern.
14 To review the functioning of the whistle blower mechanism.
15 Approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate.
16 Carrying out any other function as is mentioned in the terms of reference of the
audit committee
Nomination And Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted in line with
the provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of 3 Non-Executive Directors.
The Nomination and Remuneration Committee met Once in the Financial Year 2022-2023 on
18/03/2023.
The necessary quorum was present in the said meetings.
The Chairman of the Nomination and Remuneration Committee was present at the last
Annual General Meeting of the Company held on 30/09/2022.
The composition of the Committee and the details of meetings held and attended by the
Directors are as under: Ankur M Mehta : Non- Executive and Independent Director, Chairman
Deven Narendra Sanghvi : Non- Executive and Independent Director, Member Hiten R Mehta :
Non-Executive Director, Member
Role of nomination and remuneration committee, inter-alia, include the following:
(1) Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board of Directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
(2) Formulation of criteria for evaluation of performance of independent directors and
the board of directors;
(3) Devising a policy on diversity of board of directors;
(4) Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down and recommend to the board
of directors their appointment and removal.
(5) Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors.
(6) To recommend to the Board all remuneration, in whatever form, payable to senior
management.
The policy on directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters is available on company's website.
Remuneration of Directors
The remuneration of the Whole- Time Director is recommended by the Remuneration
Committee and then approved by the Board of Directors and subsequently by the shareholders
in general meeting within the limits prescribed in Companies Act, 2013.
Criteria for making payments
Non-Executive Directors of the Company are paid sitting fees for attending Board and
Committee Meetings and no Commission is drawn by either of them during the year.
Performance evaluation criteria for Independent Directors:
1) Attendance and participations in the meetings.
2) Preparing adequately for the board meetings.
3) Contribution towards strategy formation and other areas impacting company
performance
4) Rendering independent, unbiased opinion and resolution of issues at meetings.
5) Safeguard of confidential information.
6) Initiative in terms of new ideas and planning for the Company.
7) Timely inputs on the minutes of the meetings of the Board and Committee's.
8) Raising of concerns to the Board Remuneration Policy
The Nomination and Remuneration Policy devised in accordance with Section 178(3) and
(4) of the Companies Act, 2013 is available at the website of the Company:
www.alacritysec.com . Further, criteria of making payments to non-executive directors, the
details of remuneration paid to all the Directors and the other disclosures required to be
made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have
been published below:
Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted in line with
Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of 2 Non-Executive Independent Directors, 1 Executive Director.
The committee looks into the shareholders and investors grievances that are not settled
at the level of Compliance Officer and helps to expedite the share transfers and related
matters. The Committee periodically reviews the status of stakeholders' grievances and
redressal of the same.
The Committee met on 12/04/2022, 12/07/2022, 13/10/2022 and 08/03/2023.
The necessary quorum was present for all the meetings. The Chairman of the Committee
was present at the last Annual General Meeting of the Company held on 30th September 2022.
The composition of the Committee during FY 2022-23 and the details of meetings held and
attended by the Directors are as under:
Following are the members of the Committee.
Mr. Hiten R Mehta : Non- Executive and Non- Independent Director, Chairman Mrs. Pooja A
Gupta : Executive Director, Member Mr. Ankur M Mehta : Non- Executive and Independent
Director, Member
The role of the committee shall inter-alia include the following:
(1) Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/ transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings
etc. (2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in respect
of various services being rendered by the Registrar & Share Transfer Agent. (4) Review
of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/ statutory notices by the shareholders of the Company.
35. MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the independent directors ("Annual ID Meeting") was
convened on 09/03/2023, which reviewed the performance of the Board (as a whole), the
Non-Independent Directors and the Chairman. Post the Annual ID Meeting, the collective
feedback of each of the Independent Directors was discussed by the Chairperson with the
Board covering performance of the Board as a whole, performance of the Non-Independent
Directors and performance of the Board Chairman. All Independent Directors have given
declarations that they meet the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and there is no change in their status of
Independence. As required under Section 149(7) of the Companies Act, 2013.
36. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE
FINANCIAL YEAR 2022-2023 On appointment, the concerned Director is issued a Letter of
appointment setting out in detail, the terms of appointment, duties, responsibilities and
expected time commitments. Each newly appointed Independent Director is taken through an
induction and familiarization program including the presentation and interactive session
with the Committee Members and other Functional Heads on the Company's finance and other
important aspects.
37. CORPORATE GOVERNANCE
Your Company always places a major thrust on managing its affairs with diligence,
transparency, responsibility and accountability thereby upholding the important dictum
that an Organization's corporate governance philosophy is directly linked to high
performance. The Company understands and respects its fiduciary role and responsibility
towards its stakeholders and society at large and strives to serve their interests,
resulting in creation of value for all its stakeholders. In terms of Regulation 34 of SEBI
(LODR) Regulations, furnishing of Corporate Governance Report is not applicable to the
company.
38. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable. No proceedings against the
Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016. The
details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof Not Applicable.
39. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business
transactions guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for listed
companies. The Policies are reviewed periodically by the Board and are updated based on
the need and compliance as per the applicable laws and rules and as amended from time to
time. The policies are available on the website of the Company.
40. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary
provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent
applicable to the Company.
41. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success, the marketplace and a good reputation
are among the primary determinants of value to the shareholder. The organisational vision
is founded on the principles of good governance and delivering leading-edge products
backed with dependable after sales services. Following the vision your Company is
committed to creating and maximising long-term value for shareholders.
42. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act relating to Corporate Social
Responsibility are not applicable as the Company is having Net worth less than rupees Five
Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than
rupees Five Crore.
43. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and
gratitude for the continued co-operation extended by shareholders, employees, customers,
banks, suppliers and other business associates.
By order of the Board For Alacrity Securities Limited
Sd/-
Kishore Vithaldas Shah
Wholetime Director & CFO
DIN 01975061
Date: 07th September 2023
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