Dear Shareholders,
Your Directors are pleased to present the Fourth (04th) Annual Report of Alphalogic
Industries Limited ("the Company") along with the Audited Standalone Financial
Statements for the financial year ended March 31,2024.
1. FINANCIAL RESULTS
The performance of the Company for the financial year 2023-24 is summarized:
(Rs. in Lacs)
Particulars |
As on 31st March 2024 |
As on 31st March 2023 |
Revenue from Operations and Other Income |
4,830.93 |
1,823.14 |
Profit/ (Loss) before depreciation and tax |
322.38 |
301.63 |
Less: - Depreciation |
11.00 |
8.42 |
Profit/ (Loss) Before Tax |
311.38 |
293.21 |
Less: - Tax Expenses for Current Year |
74.85 |
73.05 |
Less: - Deferred Tax |
1.95 |
0.75 |
Less: - Excess / (Short) provision of
earlier years written off |
-0.34 |
- |
Profit after Tax |
234.92 |
219.41 |
Profit / (Loss) Carried to Balance Sheet |
234.92 |
219.41 |
Earning per share (EPS) |
|
|
Basic |
2.39 |
2.51 |
Diluted |
2.39 |
2.51 |
2. OPERATIONS
During the year under review, Revenue from Operations and Other Income of the Company
stood at Rs. 4,830.93 Lacs in comparison to Rs. 1,823.14 Lacs in the previous year,
showing an increase in business activities of the Company.
The Profit before tax has increased by Rs. 18.17 Lacs showing Rs. 311.38 Lacs in
current year, which leads to an increase in profit after tax of Rs. 15.51 Lacs showing Net
Profit of Rs. 234.92 Lacs. "
3. DIVIDEND
Your Board does not recommend any dividend for the financial year 31st March 2024 under
review and the profit is ploughed back for the business.
4. AMOUNT TRANSFERRED TO RESERVE
The company has not transferred any amount to any specific reserve fund during the
financial year under review."
5. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of Business of the Company during the year under
review."
6. DEPOSITS
The Company has not accepted any deposits from public within the meaning of Section 73
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
6. SHARE CAPITAL
The authorized share capital of the company as on 31st March 2024 was Rs.
11,00,00,000.00 divided into 1,10,00,000 equity shares of Rs. 10 each.
The paid-up share capital of the company as on 31st March 2024 was Rs. 10,18,92,000.00
divided into 1,01,89,200 equity shares of Rs. 10 each.
During the year under review, the authorized share capital of the company has increased
from Rs.
5.10.00. 000/- divided into 51,00,000 equity shares of Rs. 10 each to Rs.
11,00,00,000/- divided into
1.10.00. 000 equity shares of Rs. 10 each on 18th November 2023.
The Company, as per the Ordinary Resolution passed through postal ballot e-voting
process issued Bonus Equity shares on 18th November 2023. Company allotted 50,94,600 Bonus
Equity shares on 02nd December 2023.
The Company has made a Public Issue of 13,41,600 equity shares listed on the SME
Platform of the BSE Limited.
The Company issued Bonus Equity shares on 15th May 2023. Company allotted 34,40,250
Bonus Equity shares on 18th May 2023.
7. HUMAN RESOURCE & EMPLOYEE RELATIONS
Employee relations were harmonious throughout the year. The Board wishes to place on
record their sincere appreciation to the co-operation extended by all the employees in
maintaining cordial relations.
8. CORPORATE GOVERNANCE
Since your Company's Equity Shares are listed on the SME Platform of BSE Limited and
therefore, the provisions of Corporate Governance provisions under SEBI Listing
Regulations are not applicable to the Company.
9. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the
‘Code') in accordance with the requirements of the SEBI (Prohibition of Insider
Trading) Regulations, 2015, with a view to regulate trading in securities by the Board of
Directors and Employees of the Company, their immediate relatives and other insiders as
defined in the Code. Also, during the period of closure of the trading window, no
Employee/ Designated Person is permitted to trade with or without pre-clearance in
securities of restricted companies as informed by the Secretarial Department, from time to
time. Timely disclosures are made to the Stock Exchanges by the Company. No Employee/
Designated Person is permitted to communicate, provide, or allow access to any Unpublished
Price Sensitive Information relating to Company, its securities or any other company
(listed or proposed to be listed), to any person except where such communication is in
furtherance of legitimate purpose, Performance of duties or discharge of legal
obligations. The Company periodically monitors and facilitates compliance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015.
10. DIRECTORS' RESPONSIBILITIES STATEMENT
To the best of their knowledge and belief, your Directors make the following statements
in terms of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013:
i) That in the preparation of the annual accounts for financial year ended 31st March
2024; the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;"
ii) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent to give a
true and fair view of the state of affairs of the Company at the end of financial year and
of the profit and loss of the Company for that period;"
iii) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities;"
iv) That the Directors have prepared the annual accounts on a going concern basis;
v) That the Directors have laid down internal financial controls, which are adequate
and are operating effectively;
vi) That 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.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Retirement by Rotation
Mrs. Krina Gandhi, Director of the Company retires by rotation in accordance with the
provisions of the Articles of Association of the Company and being eligible to offer
herself for re-appointment."
The Board recommends her reappointment."
b) Change in Directors
During the year under review:
Mr. Dhananjay Subhash Goel (DIN: 08290798), Mrs. Neha Anshu Goel (DIN: 08290823), Mr.
Subhash Tarachand Goel (DIN: 08290780), Mrs. Sushiladevi Subhash Goel (DIN: 08290830) and
Mrs. Vandana Sanjay Goel (DIN: 09026502) tendered their resignation from the Board of
Directors of the Company with effect from 18th May 2023.
Mr. Amar Raykantiwar having DIN: 09438320 was appointed as Additional Non-Executive
Independent Director of the company with effect from 18th May 2023. Subsequently, his
appointment was regularized at the Annual General Meeting held on 23rd September
2023."
Disclosures by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.,
in Form MBP-1 and declaration as to compliance with the Code of Conduct of the Company.
All Independent Directors have also given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act. Details of the proposal for
appointment/re- appointment of Directors are mentioned in the Notice of the Annual General
Meeting."
c) Appointment of Key Managerial Personnel
During the year under review:
- Mr. Montubhai Gandhi having PAN: A*****804G was appointed as the Chief Executive
Officer of the company with effect from 18th May 2023.
- Mrs. Krina Gandhi having PAN: A*****520R was appointed as the Chief Financial Officer
of the company with effect from 18th May 2023.
- Mrs. Aayushi Khandelwal having PAN: G*****972F was appointed as Company Secretary and
Compliance Officer of the company with effect from 18th May 2023.
12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies as
at the end of financial year 2023-24.
13. NUMBER OF MEETINGS OF THE BOARD
Nine Meetings of the Board of Directors were held during the financial year 2023-24:
| S. No. |
Date of Meeting |
Directors Present |
| 1 |
12th May, 2023 |
10 |
| 2 |
18th May, 2023 |
10 |
| 3 |
12th June, 2023 |
6 |
| 4 |
23rd June, 2023 |
6 |
| 5 |
11th July, 2023 |
6 |
| 6 |
11th August, 2023 |
6 |
| 7 |
18th October, 2023 |
6 |
| 8 |
02nd December, 2023 |
6 |
| 9 |
14th February, 2024 |
6 |
The intervening gap between any two Meetings was within the period prescribed under the
Companies Act, 2013.
Separate Meeting of Independent Directors:
As stipulated by the Code of Independent Directors under the Companies Act, 2013; a
separate meeting of the Independent Directors of the Company was held on February 14, 2024
to review the performance of Non-Independent Directors and the entire Board. The
Independent Directors also reviewed the quality, contents and timeliness of the flow of
information between the Management and the Board and its' Committees which is necessary to
effectively and reasonably perform and discharge their duties.
14. NUMBER OF MEETINGS OF THE SHAREHOLDERS
| S. No. |
Type of Meeting |
Date of Meeting |
| 1 |
Resolution passed via Postal Ballot |
18th November 2023 |
| 2 |
Annual General Meeting (AGM) |
23rd September 2023 |
| 3 |
Extra Ordinary General Meeting (EOGM) |
15th May 2023 |
15. CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and Senior Management
and Independent Directors of the Company. All the Board members including Independent
Directors and Senior Management Personnel have affirmed compliance with the code of
conduct.
16. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the evaluation of all the
directors and the Board as a whole was conducted based on the criteria and framework
adopted by the Board. The performance evaluation of the Independent Directors was carried
out by the entire Board. The performance evaluation of the Non-Independent Directors and
Board as a whole was carried out by the Independent Directors. The Directors expressed
their satisfaction with the evaluation process.
17. COMMITTEES OF THE BOARD
As on March 31, 2024, the Board had Four committees: the audit committee, the
nomination and remuneration committee, the stakeholders' relationship committee and the
management committee. The committees consist of optimum number of independent directors as
required under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.
A. Composition of Audit Committee
The Board of Directors in its meetings held on May
18. 2023, constituted an Audit Committee in compliance under Section 177 of the
Companies Act, 2013, read with rule 6 of the Companies (Meetings of Board and its Powers)
Rules, 2014, with the following members:
| S. No. |
DIN/PAN |
Name of the Director/KMP |
Designation |
Category of Director |
No. Of Meetings |
| 1 |
8197194 |
Rohan Kishore Wekhande |
Independent" Director |
Chairman |
4 |
| 2 |
9438320 |
Amar Raykantiwar |
Independent Director |
Member |
4 |
| 3 |
8290775 |
Anshu Goel |
Non-Executive Director |
Member |
4 |
*Company Secretary will act as the Secretary to the Committee.
During the year under review, Four meetings of the Audit Committee were held on 18th
May, 2023 and 11th August, 2023, 07th November, 2023 and 14th February 2024.
B. Composition of Nomination and Remuneration Committee
The Board of Directors in its meetings held on May 18, 2023, constituted a Nomination
and Remuneration Committee in compliance under Section 178 of the Companies Act, 2013,
read with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, with the
following members:
| S. No. |
DIN/PAN |
Name of the Director/KMP |
Designation |
Category of Director |
No. Of Meetings |
| 1 |
8197194 |
Rohan Kishore" Wekhande |
Independent" Director |
Chairman |
2 |
| 2 |
9438320 |
Amar Raykantiwar |
Independent Director |
Member |
2 |
| 3 |
8290775 |
Anshu Goel |
Non-Executive Director |
Member |
2 |
*Company Secretary will act as the Secretary to the Committee."
During the year under review, Two meetings of the Nomination and Remuneration Committee
were held on 18th May, 2023 and 14th February 2024.
C. Composition of Stakeholders Relationship Committee
The Board of Directors in its meetings held on May 18, 2023, constituted a Stakeholders
Relationship Committee in compliance under Section 178 of the Companies Act, 2013, read
with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, with the
following members:
| S. No. |
DIN/PAN |
Name of the Director/KMP |
Designation |
Category of Director |
No. Of Meetings |
| 1 |
8197194 |
Rohan Kishore Wekhande |
Independent" Director |
Chairman |
1 |
| 2 |
9438320 |
Amar Raykantiwar |
Independent Director |
Member |
1 |
| 3 |
8290775 |
Anshu Goel |
Non-Executive Director |
Member |
1 |
*Company Secretary will act as the Secretary to the Committee."
During the year under review, One meetings of the Stakeholders Relationship Committee
were held on 14th February 2024."
D. Composition of Management Committee
The Board of Directors in its meetings held on September 26, 2020, constituted a
Management Committee in compliance with the provision of Section 179 of Companies Act,
2013.
| S. No. |
DIN/PAN |
Name of the Director/KMP |
Designation |
Category of Director |
No. Of Meetings |
| 1 |
8290832 |
Vedant Goel |
Managing Director |
Chairman |
4 |
| 2 |
8290823 |
Anshu Goel |
Non-Executive Director |
Member |
4 |
*Mrs. Neha Anshu Goel resigned from the Board of Directors and the Management Committee
with effect from 18th May 2023.
During the year under review, Four meetings of the Management Committee were held on
18th May, 2023 and 11th August, 2023, 07th November, 2023 and 14th February 2024"
18. INTERNAL FINANCIAL CONTROLS
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.
20. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the Financial Year 2023-24
were on Arm's Length Basis and were in the Ordinary Course of business. There were no
materially significant Related Party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. Particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC- 2, is appended as "Annexure A" to the Board
report.
21. MATERIAL CHANGES AND COMMITMENT BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE
BOARD REPORT
There were no Material Changes and Commitment Between the end of Financial Year and
Date of the Board Report.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO
The provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of
conservation of energy and technology absorption do not apply to the Company. Accordingly,
these particulars have not been provided."
There was no foreign exchange inflow or outflow during the year under review.
23. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES
None of the employee has received remuneration exceeding the limit as stated in Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosure pertaining to remuneration and other details as required under Section 197(12)
of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, are given in the "Annexure B"
forming part of this report.
24. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Directors' Appointment and Remuneration including criteria for
determining qualifications, positive attributes, independence
of a director and other matters provided under sub- section (3) of Section 178 of the
Companies Act, 2013, adopted by the Board, is placed on w e b s i t e o f t h e c o m p a
n y a t www.alphalogicindustries.com.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of Section 177(9) and Section 177(10) of the Act the Board of Directors of the
Company adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide a mechanism
for Directors and Employees of the Company to approach the Internal Complaint Committee
and to report instances of unethical behavior, actual or suspected, fraud or violation of
the Company's Code of Conduct and other genuine concerns related to the Company and
provide for adequate safeguards against victimization of Director(s) or employee(s) who
report genuine concerns under the mechanism.
26. ANNUAL RETURN
The Annual Return of your Company as on March 31, 2024, in the Form MGT-7 in accordance
with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies
(Management and Administration) Rules, 2014 available on Company's Website at
www.alphalogicindustries.com.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the SEBl Listing
Regulations, the Management Discussion and Analysis Report forms part of this Report and
is enclosed herewith as "Annexure - C".
28. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) and 25 of
SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015.
29. RISK MANAGEMENT POLICY
The Company does not have any Risk Management Policy as the element of risk threatening
the Company's existence is very minimal.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not d evel oped and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable to the Company.
31. AUDITORS & AUDITORS' REPORT
The Board has Appointed M/s. Patki & Soman, Chartered Accountants, (FRN: 107830W)
as Statutory auditor of the company to hold office until the conclusion of 6th Annual
General Meeting (AGM) of the Company.
The Company has received a certificate of eligibility from the statutory auditors in
accordance with the provisions of Section 141 of the Act. Further, the notes referred to
by the Auditors in their Report are self-explanatory and hence do not require any
explanation.
32. SECRETARIAL AUDITOR AND THEIR REPORT
The Company had appointed Mrs. Anuradha Acharya, Practicing Company Secretary, as a
Secretarial Auditor of the Company, according to the provision of section 204 of the
Companies, Act 2013 read with rules for conducting Secretarial Audit of Company. The
Report of the Secretarial Audit is annexed herewith as "Annexure D".
33. INTERNAL AUDITOR AND THEIR REPORT
The Internal Audit function provides an independent view to the Board of Directors, the
Audit Committee and the senior management on the quality and impact of Internal Controls,
Internal Control systems and processes. The Company has appointed Mr. Anand Acharya,
Practicing Company Secretary, Raipur, as an Internal Auditor of the company according to
the provision of section 138 of the Companies, Act 2013 read with rule 13 of Companies
(Accounts) Rules, 2014 for conducting Internal Audit of Company for the financial year
2023-24. The Board and Audit Committee periodically reviews the Internal Audit Reports and
the adequacy and effectiveness of the internal controls. Significant Audit observations,
corrective and preventive actions thereon are presented to the Board and Committee on a
quarterly basis."
34. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the statutory auditors has not reported to the Board,
under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed
against the Company by its officers or employees, the details of which would need to be
mentioned in the Board's report
35. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulator or courts or
tribunals impacting the going concern status of the Company and future operations.
36. SECRETARIAL STANDARDS
The Directors state that the applicable secretarial standards i.e., SS-1 and SS-2,
relating to ‘Meeting of the Board of Directors' and ‘General Meeting',
respectively, have been duly followed by the Company.
37. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the provision of section 125(2) of Companies Act, 2013
does not apply as the company was not required to transfer any amount to the Investor
Education Protection Fund (IEPF) established by Central Government of India."
38. DETAILS OF DIFFERENCES 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:
Your company had not made any one-time settlement with any of its lenders.
39. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE 2016:
There were no applications made during the financial year 2023-24 by or against the
company and there are no proceedings pending under the Insolvency and Bankruptcy Code
2016.
40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
In accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") the Company as a
Policy with zero tolerance for any misconduct related to sexual harassment of women at
workplace. During the year under review, there were no complaints received under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
41. DISCLOSURES
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in company's premises through various interventions and
practices. The Company always endeavors to create and provide an environment that is free
from discrimination and harassment including sexual harassment and for this purpose the
company has in place a robust policy, aiming to obtain the complaints, investigate and
prevent any kind of harassment of employees at all levels. For the current financial year
end, no complaint was received by the company.
42. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all of the employees of the Company
for their stupendous efforts as well as their collective contribution during the year. The
Directors would also like to thank the shareholders, customers, suppliers, bankers and all
other business associates and the Government authorities for their continuous support
given to the Company and their confidence in the management.
By order of the Board of Directors For
Alphalogic Industries Limited |
Vedant Goel Managing Director |
Place: Pune Date: 03.09.2024 |
|