TO THE MEMBERS OF ALFA TRANSFORMERS LIMITED BHUBANESWAR.
Your Directors have a great pleasure in presenting the 42nd Annual Report on the
business & operations together with the Audited Financial Statements of the Company
for the financial year ended March 31, 2024.
FINANCIAL HIGHLIGHTS:
The financial performance for the financial year (FY) 2023-24 is summarized in the
following table:
| Particulars |
2023-24 |
2022-23 |
|
( in lakhs) |
( in lakhs) |
| Revenue from Operation |
5097.31 |
2905.27 |
| Total Expenditure (Before Depreciation & Financial Cost) |
4737.32 |
2649.01 |
Operation Profit |
359.99 |
256.26 |
| Add: Other Income |
55.58 |
38.98 |
Profit before financial cost, Depreciation, Exceptional Item and
Tax |
415.57 |
295.24 |
| Less:Financial Cost |
144.12 |
119.4 |
Profit before Depreciation, Exceptional Item and Tax |
271.45 |
175.84 |
| Less: Depreciation&amortization Exp. |
107.11 |
102.66 |
| Profit before Exceptional Item and Tax |
164.34 |
73.18 |
| Add:Exceptional Items |
0 |
0 |
Profit Before Tax.(PBT) |
164.34 |
73.18 |
| Less:Tax Expense [ Deferred Tax Assets / (Liabilties) (Net) ] |
598.98 |
28.26 |
Profit / (Loss) After Tax |
763.32 |
101.44 |
Earnings per Share (Basic & Diluted) |
8.22 |
1.08 |
STATE OF COMPANY AFFAIRS & REVIEW OF BUSINESS OPERATIONS:
During the year under review, a) The Company's total revenue has increased from 2944.25
Lakhs to 5152.89 Lakhs i.e. 75.01% and Company's profit before tax has been also increased
from 73.18 Lakhs to 164.34 Lakhs i.e.124.57%.
b) After charging all expenses and taxes, the Company net Profit increased from Rs
101.44 Lakhs to 763.32 Lakhs i.e. 652.48%.
c) The earnings per share (EPS) are 8.22 as compared to Rs 1.08 as reported in the
previous year.
The company is continuously taking steps to reduce operating costs and to bring in
higher efficiencies. The Company anticipates strong demand for distribution and power
transformers, as well as other power-related equipment. This optimism is driven by
substantial planned investments from both the government (at central and state levels) and
the private sector in the coming years. These investments underscore a commitment to
enhancing infrastructure and capacity, positioning our Company to capitalize on the
expanding market opportunities.
BUSINESS OUTLOOK:
Our company is robust and promising, driven by the global surge in demand for efficient
energy infrastructure and renewable energy projects. As industries and urban areas expand,
the need for reliable electrical transmission and distribution systems becomes critical,
positioning transformer manufacturers at the heart of this growth. Additionally,
government initiatives aimed at modernizing aging electrical grids and increasing energy
efficiency are expected to bolster market growth. By leveraging innovation, maintaining
high-quality standards, and expanding into emerging markets, our Company can anticipate
sustained growth and a strong competitive position in the evolving energy landscape.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES OR JOINT VENTURE COMPANIES:
During the year under review, the company did not have any Subsidiaries, Associates, or
Joint Venture Companies as of March 31, 2024. Consequently, Form AOC-1, which contains the
salient features of Subsidiaries, Associate, and Joint Venture Companies, is not required
to be annexed to the Annual Report.
CHANGE IN THE NATURE OF BUSINESS:
The Company primarily engaged in the business of manufacturing and repairing of
Electrical equipment mainly transformers. There has been no change in the nature of the
business of the Company during the year under review.
TRANSFER TO RESERVES:
During the year under review, the company has not transferred any amount to the general
reserves.
DIVIDEND:
Your directors did not have recommended any Dividend during this financial year.
SHARE CAPITAL:
The Authorised Share Capital of the Company is Rs. 12,00,00,000/- comprising of
1,20,00,000 equity shares of Rs. 10/- each. Further the Paid-up share Capital of the
Company stood at Rs. 9,15,06,450/- consisting of 9150645 of equity shares of Rs. 10/-
each. During the year under review, the company did not have issued any fresh securities.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 31.03.2024 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 that have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the Report i.e. between March 31, 2024 to
July 01, 2024.
DEPOSITS:
Your Company has not accepted any deposit during the year and there was no deposit at
the beginning of the year. Therefore, Section 73 to 76 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014 made under Chapter VI of the Companies
Act 2013 relating to acceptance of deposits are not applicable to the Company and hence,
no detail of the deposit is given in the report.
LISTING INFORMATION:
The Equity Shares of your Company is listed on Bombay Stock Exchange (BSE) Limited and
Calcutta Stock Exchange Limited (CSE). The Company confirms that it has paid the Annual
Listing Fees to the Exchanges where the Company's Shares are listed.
DIRECTORS:
? In accordance with the provisions of Section 152(6) of the Companies Act, 2013
read with the Companies Appointment and Qualification of Directors) Rules, 2014 and other
applicable provisions of the Companies Act, 2013, Mrs. Sujita Patnaik (DIN:00488014),
Director of the Company is liable to retire by rotation at the forthcoming 42nd Annual
General Meeting (AGM) being eligible, has offered herself for reappointment.
? Mr. Deepak Kumar Das (Whole-Time Director) (DIN: 00402984) has resigned from the
post of Director of the company citing his personal reasons and had communicated his
resignation letter to the Management of the company. The Board of Directors of the Company
have passed the resolution in 251st Board Meeting held on August 06th June, 2023 accepting
his resignation.
Resolutions seeking the appointment/ re-appointment of the Directors along with their
profile as required under Regulation 36(3) of SEBI Listing Regulations forms part of the
Notice of the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL (KMP):
The following are the Key Managerial Personnel (KMP) of your Company pursuant to the
provisions of Section 203 of the Companies Act, 2013, as on March 31, 2024: -
1. Mr. Dillip Kumar Das (DIN: 00402931), Managing Director
2. Mr. Debasis Das (DIN: 00402790), Whole – Time Director
3. Mr. Ranjit Kumar Biswal- Chief Financial Officer
4. Mr. Rajesh Kumar Sundarray, Company Secretary & Compliance Officer (w.e.f.
15.01.2024)
? During the year under review Mr. Sambit Kar resigned from the post of Company
Secretary & Compliance Officer citing his personal reasons and had communicated his
resignation letter to the management and the Board took note of his resignation with
effect from 01.11.2023.
? Mrs. Sonam Khandelwal was appointed as the Company Secretary & Compliance
officer with effect from 05.12.2023 and she has also tendered her resignation during the
year under review and the Board has also taken note of the same with effect from
09.12.2023.
? Pursuant to the provisions of Section 203 of the Companies Act, 2013 and other
applicable rules, and on the recommendation of Nomination and Remuneration Committee, Mr.
Rajesh Kumar Sundarray has appointed as the Company Secretary & Compliance Officer of
the Company by the Board of Directors in their meeting held on 15.01.2024.
? Mr. Ranjit Kumar Biswal chief financial officer of the Company has retired from
the company upon reaching superannuation age with effect from May 27, 2024 and the Board
has taken note of the same.
? Pursuant to the Section 203 read with rule 8 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and on the recommendation by the
Nomination and Remuneration Committee, the Board has appointed Mr. Bikash Kumar Dutt, as
the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f.
May 28, 2024.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of your Company met 8 (Eight) times during Financial Year
2023-24 on 10/05/2023, 06/06/2023, 16/06/2023, 25/07/2023, 10/11/2023, 20/11/2023,
15/01/2024 and 13/02/2024. The details of Board Meetings and the attendance of the
Directors, are provided in the Corporate Governance Report. The intervening time gap
between two consecutive Meetings of the Board was within the limit prescribed under the
Companies Act, 2013.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations,
2015, the performance evaluation of Independent Directors has been done by all Directors
except Director being evaluated and performance evaluation of the Committees of the Board
and individual Directors has been done by the entire Board of Directors as a whole. The
Structured Rating sheets for evaluation of Independent Directors, its own performance, and
that of its committees and individual Directors were placed down before the Directors.
Directors assigned the specific ratings in Rating Sheets after taking into consideration
various aspects and vital feedback was received from them on how the Board currently
operates and how it might improve its effectiveness. The Board of Directors has expressed
its satisfaction with the evaluation process.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, the Directors of the Company to the best of their knowledge and
ability, confirm that:
i) In the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards have been followed along with proper explanation relating
to 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 state of affairs of company at end of Financial Year of Profit and Loss of
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 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 had laid down internal financial controls to be followed by company
and that such internal financial controls are adequate and were operating effectively and
vi) theDirectors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
INDEPENDENT DIRECTORS:
The Company had following three Independent Directors as on March 31, 2024:
1. Mr. Balmukunda Das (DIN: 09128997)
2. Mr. Sandip Kumar Mohanty (DIN: 01787995)
3. Mr. Suryakanta Das (DIN: 09421874)
All the Independent Directors of your Company had registered themselves with the
databank maintained by the Indian Institute of Corporate Affairs, in terms of the
provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2019 and the Companies (Creation and Maintenance of Databank of Independent Directors)
Rules, 2019.
Your Company has received declarations from all the above-named Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013, read with the Schedules and Rules issued thereunder, as well
as clause (b) of sub-regulation (1) of Regulation 16(1)(b) of the Listing Regulations
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force) and the same have been taken on record by the Board after undertaking due
assessment of the veracity of the same.
All the Independent Directors of the Company have complied with the Code for
Independent Directors prescribed in Schedule IV to the Companies Act, 2013.
The criteria for determining qualifications, positive attributes and independence of
Directors and the policy on familiarization programmes are available on the Company's
website, viz., www.alfa.in at the web link https://www.alfa.in/policies.htm. The
Independent Directors met once during the financial year 2023-24, i.e., on March 31, 2024
in terms of provisions of Schedule IV of the Companies Act, 2013. All the independent
directors of the Company were present at the meeting.
COMMITTEES OF THE BOARD:
The Company's Board has the following Committees:
A. AUDIT COMMITTEE
Pursuant to the provisions of Section 177 of the Companies Act, 2013, your Company has
constituted/reconstituted its Audit Committee from time to time. As on March 31, 2024, the
Composition of Audit Committee was as follow:
| Name & DIN |
Designation (Chairman/Member) |
Category |
| 1 Mr. Balmukunda Das (09128997) |
Chairman & Member |
Non-Executive Independent Director |
| 2 Mr. Suryakanta Das (09421874) |
Member |
Non-Executive Independent Director |
| 3 Mr. Sandip Kumar Mohanty (01787995) |
Member |
Non-Executive Independent Director |
| 4 Mrs. Sujita Patnaik (00488014) |
Member |
Non-Executive Director |
There are no changes in the Composition of the Audit Committee during the Financial
Year 2023-24.
Audit Committee Meetings were held Four (4) times on 10/05/2023, 25/07/2023,
10/11/2023, and 13/02/2024 during financial year 2023-24. The Company Secretary and
Compliance Officer acts as Secretary to the Audit Committee. The Board has accepted all
the recommendations of the Audit Committee.
B. NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has
constituted/reconstituted its Nomination and Remuneration Committee from time to time. As
on March 31, 2024, the Composition of Nomination and Remuneration Committee was as follow:
| Name & DIN |
Designation (Chairman/Member) |
Category |
| 1 Mr. Balmukunda Das (09128997) |
Chairman & Member |
Non-Executive Independent Director |
| 2 Mr. Suryakanta Das (09421874) |
Member |
Non-Executive Independent Director |
| 3 Mr. Sandip Kumar Mohanty (01787995) |
Member |
Non-Executive Independent Director |
| 4 Mrs. Sujita Patnaik (00488014) |
Member |
Non-Executive Director |
There are no changes in the Composition of the Nomination and Remuneration Committee
during the Financial Year 2023-24. Nomination and Remuneration Committee Meeting held Two
(2) Times on 10/11/2023 and 15/01/2024 during the Financial Year.
C. SHARE TRANSFER AND INVESTOR GRIEVANCE COMMITTEE :
Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has
constituted/reconstituted its Stakeholders Relationship Committee from time to time. As on
March 31, 2024, the Composition of Stakeholders Relationship Committee was as follow:
| Name & DIN |
Designation (Chairman/Member) |
Category |
| 1 Mr. Balmukunda Das (09128997) |
Member |
Non-Executive Independent Director |
| 2 Mr. Suryakanta Das (09421874) |
Chairman & Member |
Non-Executive Independent Director |
| 3 Mrs. Sujita Patnaik (00488014) |
Member |
Non-Executive Director |
Share Transfer and Investor Grievance Committee Meeting held Two (2) Times on
20/03/2024 and 31/03/2024 during the Financial Year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013:
The details of Loans, Investments and Guarantees covered under Section 186 of the
Companies Act, 2013 form a part of the Notes to the Financial Statements provided in this
Annual Report.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions entered into by your Company during the Financial Year
2023-24 were on arm's length basis and in the ordinary course of business. There were no
materials significant Related Party Transactions entered into by the Company which may
have a potential conflict with the interest of the Company. Accordingly, as per provisions
of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, disclosure of Related Party Transactions in Form AOC-2
is not applicable.
CORPORATE SOCIAL RESPONSIBILITY :
The provisions of Section 135 of the Companies Act, 2013 and rules made thereunder for
contribution of Corporate Social Responsibility and the constitution of Corporate Social
Responsibility Committee, is not applicable to the Company for the year during review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: A.
CONSERVATION OF ENERGY :
Energy conservation continues to be accorded high priority by your Company. The Company
has already taken up steps for implementing Energy Conservation measures by replacing of
all conventional machineries, creating awareness among employees, regulated usage of
plant, machinery and other equipment's and use of energy saving equipment's. Company
continues its efforts to reduce and optimize the energy consumption at all manufacturing
facilities, including corporate office through continuous monitoring and high degree of
awareness for energy conservation.
The Company is in the process of taking steps for utilising alternate sources of
energy. Company has not made any capital investment on energy conservation equipments.
B. TECHNOLOGY ABSORPTION:
Efforts, in brief, made towards technology absorption and innovation: The Company
continues to use the latest technologies for improving the productivity and quality of its
services and products.
Benefits derived as a result of the above efforts: Improvement in product quality.
Technology imported during last years: The Company has not imported technology during
the last three years and no research work has been carried out and therefore there is no
expenditure on this account.
C. FOREIGN EXCHANGE EARNINGS & OUTGO:
Foreign exchange earnings : Nil Foreign exchange outgo : Nil
RISK MANAGEMENT:
Risk management policy and processes enable the Company to proactively manage
uncertainty and changes in the internal and external environment to limit negative impacts
and capitalize on opportunities. Risk Management is a central part of a firm's strategic
management. Risk Management is a continuous process. There are four fundamental
approaches:
? Identity
? Assess & Evaluate
? Take action
? Review & report
The Company has developed and implemented the Risk Management Policy of the Company to
identify, evaluate business risks and opportunities. This framework seeks to create
transparency, minimize adverse impact on the business objectives and enhance the Company's
competitive advantage.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with reference to
financial statements. The Company has also appointed an Internal Auditor to ensure
compliance and effectiveness of the Internal Control Systems in place.
ANTI SEXUAL HARASSMENT POLICY:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal)
Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the year under review no complaints were
reported to the Board.
VIGIL MECHANISM:
The company has established Vigil Mechanism through its whistle Blower Policy approved
and adopted by the Board of Directors in Compliance with Section 177 of the Companies Act,
2013.
The Vigil Mechanism provides a proper platform to the directors and employees to report
their genuine concerns or any instances of illegal or unethical practices, actual or
suspected fraud or violation of the Company's code of conduct or ethics policy and
disclosure/leak of unpublished price sensitive information to audit Committee or its
Chairperson. The Policy also provides adequate safeguards against victimization of
director(s) or employee(s) or any other person who avail the mechanism and also provides
for direct access to the chairperson of the Audit Committee in appropriate or exceptional
cases. During FY 2023-24, no incidents have been reported under Whistle Blower Policy. No
personnel of the Company were denied access to the Audit Committee. The Whistle Blower
Policy of the Company can be accessed at the website of the Company at
https://www.alfa.in.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
The remuneration paid to Directors, Key Managerial Personnel and other employees of the
Company during the Financial Year 2023-24 was in conformity with the Nomination and
Remuneration Policy of the Company.
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
A. The percentage increase in remuneration of each director, chief executive officer,
chief financial officer, company secretary in the financial year 2023-24 and the ratio of
the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2023-24 are as under:
| Name |
Designation |
Remuneration (Amount in ) Per Annum |
Ratio of remuneration of Directors to Median Remuneration of
Employees |
The percentage increase in remuneration of each director, Chief
Financial Officer, Company Secretary |
| 1. Mr. Dillip Kumar Das |
Managing Director |
1572756.00 |
8.55 |
— |
| 2. Mr. Debasis Das |
Whole-Time Director |
879992.00 |
4.79 |
— |
| 3. Mr. Ranjit Kumar Biswal |
CFO |
990000.00 |
5.38 |
— |
| 4. Mr. Rajesh Kumar Sundarray |
|
|
# |
# |
Notes: z Number of permanent employees on the rolls of Company: (as on 31.03.2024):
78 Employees z Remuneration Figures include Basic pay + allowances + conveyance +
perquisites of directors. z Median basic remuneration of employees other than directors
for the financial year 2023-24 is 227664.00 z Non-Executive, Independent Directors were
not paid any remuneration during the financial year 2023-24. They were paid Sitting fees,
whose details have been given in the Corporate Governance report attached with this Annual
Report. z # Since a new Company Secretary was appointed in between the previous financial
year therefore the percentage increase in remuneration cannot be derived in Financial Year
2023-24.
B. The percentage increase in the median remuneration of employees in the financial
year 2023-24 :
| Particulars |
2023-24 |
2022-23 |
Percentage Increase/decrease in median remuneration in 2023-24 |
| Median Remuneration of employees other than whole time directors |
227664 |
201792 |
12.82% |
C. The number of permanent employees on the rolls of Company:
Total permanent employees as on 31.03.2024 were 78 excluding Directors.
D. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
During the year under review, there is increase of 12.82% in the median remuneration of
Employees.
The increase in remuneration is in line with the market trends, cost of living and to
ensure the retention of skilled staff and compliance of Minimum wages Act.
There are no exceptional circumstances for increase in the managerial remuneration.
E. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the
Company.
F. Statement containing the particulars of employees in accordance with Rule 5 (2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for
financial year ended March 31, 2024:
1) Names of top 10 Employees Employed throughout the Financial Year 2023-24 and who
were paid remuneration of not less than 1.02 Crores per annum:
| Name of Employee |
Designation Remuneration Received |
Nature of employment, whether contractual or otherwise |
Qualifications and experience of the employee |
Date of comm- encement of employment; |
The age of such employee |
The last employment held by such employee before joining the company |
The percentage of equity shares held by the employee in the company |
Whether any such employee is a relative of any director or manager
of the company |
| NIL |
2) Names of top 10 Employees Employed for a part of the financial year
2023-24 and who were paid monthly remuneration of not less than Rs 80.5 lakh per annum:
| Name of Employee |
Designation Remuneration Received |
Nature of employment, whether contractual or otherwise |
Qualifications and experience of the employee |
Date of comm- encement of employment; |
The age of such employee |
The last employment held by such employee before joining the company |
The percentage of equity shares held by the employee in the company |
Whether any such employee is a relative of any director or manager
of the company |
| NIL |
remuneration that year which, in the aggregate, or the case may be, at a rate which, in
the aggregate, is in excess of that drawn by the managing director or whole-time director
or manager and holds by himself or along with his spouse and dependent children, not less
than 2% of the equity shares of the company:
Nil REMUNERATION POLICY:
The remuneration policy as recommended by the Nomination and Remuneration Committee and
approved by Board in Board meeting is presented in the Corporate Governance report forming
part of the Annual report.
SHARES IN SUSPENSE ACCOUNT:
There are no shares in suspense account during the year under review.
SHARES IN UNCLAIMED SUSPENSE ACCOUNT :
There are no shares in unclaimed suspense account during the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
In terms of the applicable provisions of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), dividend(s) which are unpaid and unclaimed for the period of seven
years are required to be transferred to the Investor Education and Protection Fund
("IEPF") administered by the Central Government.
During the year under review, there was no unpaid / unclaimed dividend to be
transferred to IEPF Account.
COMPULSORY TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
("IEPF") SUSPENSE ACCOUNT:
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (as amended), all Equity Shares on which dividend has not been paid or claimed
for 7 (seven) consecutive years or more shall be transferred to the Investor Education and
Protection Fund (IEPF) authority after complying with the procedure laid down under the
said Rules.
During the year under review, there were no equity shares to be transferred to IEPF
Account.
CODE OF CONDUCT:
Pursuant to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a Code of
Conduct for its directors and senior management, incorporating duties of directors as laid
down in the Companies Act, 2013. As required the said code has been posted on the website
of the Company http://www.alfa.in. All the Board members and Senior Management personnel
have affirmed compliance with the code for the year ended March 31, 2024. A declaration to
this effect signed by the Managing Director forms part of the Corporate Governance report.
POLICIES OF THE COMPANY :
The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") mandated the
formulation of certain policies for all listed companies. All our Corporate Governance
Policies are available on the Company's website, www.alfa.in. The Policies are reviewed
periodically by the Board and its Committees and are updated based on the need and new
compliance requirement.
The key Policies that have been adopted by the Company are as follows:
1. Policy on Familiarization Programmes for Independent Directors
2. Nomination and Remuneration Policy
3. Whistle Blower Policy / Vigil Mechanism
4. Policy on Prevention of Sexual Harassment at Workplace
5. Policy on Materiality of Related Party Transactions and dealing with Related Party
Transactions.
6. Code of Conduct for Insider Trading (Prohibition of Insider Trading)
7. Policy on Criteria for determining Materiality of Events
8. Archival Policy
9. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI) 10. Code of Conduct for the Board of Directors and Senior Management
Personnel
STATUTORY AUDITORS:
In terms of the provisions of Section 139 of the Companies Act, 2013, the members of
the Company at its 41st Annual General Meeting (AGM) held on July 19th, 2023 had appointed
M/s. PAMS & Associates, Chartered Accountants, (FR No. 316079E), as the Statutory
Auditors of the Company for a period of one year starting from the conclusion of 41st AGM
till the Conclusion of 42nd AGM and confirmed that they are not disqualified from
continuing as Auditors of the Company. There are no qualifications or adverse remarks in
the Auditors Report given by M/s. PAMS & Associates, Chartered Accountants, which
required any clarification/explanation. The notes on financial statements are
self-explanatory, and needs no further explanation. Further the Auditors' Report for the
financial year ended, March 31, 2024 is annexed to this annual report.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of
Directors had, on recommendation of the Audit Committee, at its Meeting held on May 10,
2023, appointed M/s. Saroj Ray & Associates, Company Secretaries, Bhubaneswar to
undertake the Secretarial Audit of the Company for the Financial Year 2023-24. M/s. Saroj
Ray & Associates, Secretarial Auditors has issued Secretarial Audit Report in
prescribed format MR-3 for the Financial Year ended March 31, 2024, and is annexed
herewith as ‘Annexure A' to this Board's Report.
There are some observations in the Secretarial Auditor's Report given by M/s. Saroj Ray
& Associates, Secretarial Auditor, Bhubaneswar, and the clarification/explanation has
given on Board's comment on the qualification or reservations section in this report.
The Following are the observations provided by the secretarial Auditors: z The Company
has altered its Memorandum of Association and Articles of Association through a Special
Resolution passed in their Annual General Meeting held on 19th July 2023. However, the
Company has not filed necessary e-Form MGT-14 and SH-7 with the Registrar of Companies in
compliance with the provisions of Section 117, 64, 13 and 14 of the Companies Act, 2013. z
In pursuant to provisions of Section 197 read with read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company
shall disclose in the Board's report, the ratio of the remuneration of each director to
the median employee's remuneration and such other details as may be prescribed.
However, the Company hasn't complied with the same. z ln pursuance to Regulation 4(1)
of SEBI(PIT) Regulations, 2015 read with Regulation 4 of Schedule B of SEBI(PIT)
Regulations, 2015 no insider shall trade in securities that are listed or proposed to be
listed on stock exchange when in possession of unpublished price sensitive information and
Designated persons and their immediate relatives shall not trade in securities when the
trading window is closed. However, Oricon Industries Private Limited one of the promoters
of the company and Mr. Dillip Kumar Das Promoter and Managing Director of the company have
sold 10,000 and 20,300 Equity Shares respectively during the trading window closure
period. However, the company has intimated the same to the stock exchange in compliance to
the Regulation 7(2) of the said Regulation.
COST AUDIT :
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost
records are required to be maintained by your Company and the same are maintained.
However, Cost Audit was not applicable to the Company during the year under review.
BOARD'S COMMENT ON THE QUALIFICATION OR RESERVATIONS, IF ANY GIVEN BY THE STATUTORY
AUDITOR AND SECRETARIAL AUDITOR:
The Board of Directors has taken note of the observations made by the Secretarial
Auditors in their report. The Board of Directors has given such instructions and advice to
rectify the observations. In addition, the Board ensures that it will review periodically
the steps to be taken to rectify the observations given by the auditors. Also, the Board
confirms that the non-compliance was not intentional, and the Board will take extra care
to adhere the specific requirements.
Moreover, the Board of Directors states that the Company has always adhered to the
Companies Act, SEBI Laws, its rules and regulations and all other laws applicable to it.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Company is in compliance with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India ('ICSI').
MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations'), the Management Discussion and Analysis
Report is presented in a separate section forming part of this Annual Report highlighting
the detailed review of operations, performance and future outlook of your Company.
CORPORATE GOVERNANCE:
It has been the endeavor of your Company to follow and implement best practices in
Corporate Governance, in letter and spirit. The following forms part of this Annual
Report: (i) Declaration regarding compliance of Code of Conduct by Board Members and
Senior Management Personnel; (ii) Management Discussion and Analysis Report; (iii) Report
on Corporate Governance and; (iv) Practicing Company Secretary Certificate regarding
compliance of conditions of Corporate Governance.
ANNUAL RETURN :
Pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Act read
with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return of your Company for the Financial Year March 31, 2024 will be uploaded on the
website of your Company and can be accessed at www.alfa.in.
DETAILS OF FRAUDS REPORTABLE U/S 143(12):
During the year under review, there is no fraud being or has been committed in the
Company or against the Company by officers or employees of the Company, which are
reportable by the Auditors to the Central Government or to the Board or to the Audit
Committee under Section 143(12) of the Companies Act, 2013; therefore, no disclosure
required in this regard.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
There were no significant or material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR:
No applications have been made and no proceedings are pending against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
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:
The disclosure under this clause is not applicable as the Company has not undertaken
any one-time settlement with the banks or financial institutions during the year under
review.
HUMAN RESOURCES:
Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invests in attraction, retention and development of
talent on an ongoing basis. A number of programs that provide focused people's attention
are currently underway. Your Company thrust is on the promotion of talent internally
through job rotation and job enlargement.
GENERAL DISCLOSURES:
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review
:
1. Issue of Bonus Shares and/or Right Shares.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares to employees of the Company under Employee stock option Scheme.
4. Issue of shares (including sweat equity shares) to directors or employees of the
Company under any scheme.
5. Buy Back of Shares
APPRECIATION &ACKNOWLEDGEMENT:
The Board sincerely thanks the Government of India, SEBI, RBI, the Government of
Odisha, the Government of Gujarat, other State Governments and various government agencies
for their continued support, co-operation and advice. The Board of Directors place on
record sincere gratitude and appreciation for all the employees at all levels for their
hard work, solidarity, cooperation and dedication during the year. The Board conveys its
appreciation for its customers, shareholders, suppliers as well as vendors, bankers,
business associates, regulatory and government authorities for their continued support.
|
|
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|
|
Sd/- |
Sd/- |
| PLACE |
BHUBANESWAR |
DILLIP KUMAR DAS |
DEBASIS DAS |
| DATE |
24th July, 2024 |
MANAGING DIRECTOR |
WHOLE-TIME DIRECTOR |
|
|
DIN: 00402931 |
DIN: 00402790 |
|