Dear Members,
The Board of Directors hereby submit the report of the business and operations of your
Company ('Alora') along with the audited financial statements for the financial year ended
31st March, 2020.
1. Financial Information.
The highlights of the financial performance for the year ended 31st March, 2020 are as
under:
(Rs. in lakhs)
Particular |
2019-20 |
2018-19 |
Revenue from operation |
4792.95 |
4468.71 |
Other Income |
0.00 |
0.00 |
Total Revenue |
4792.95 |
4468.71 |
Less : Expenditure |
4780.49 |
4448.29 |
Profit before Tax |
12.46 |
20.42 |
Prior period Expenses |
0.00 |
0.00 |
Less : Current Income Tax |
3.10 |
5.31 |
Less : Deferred Tax |
(0.14) |
0.00 |
Profit / Loss After Tax |
9.49 |
15.11 |
Earnings Per Share (Basic) |
0.08 |
0.12 |
Earnings per Share (Diluted) |
0.08 |
0.12 |
2. Nature of Business
There is no change in the nature of business of the Company during the Financial Year
under review.
3. Financial Performance of the Company.
The financial year 2019-20 has indeed been a challenging year for all the industry in
the economy. During the financial year 2019-20, the Total Revenue is Rs. 4792.95 Lakhs as
compared to Rs. 4468.71 Lakhs in the previous financial year 2018-19. The Company has
posted a net profit of Rs. 9.49 Lakhs during the year as compared to a net profit of Rs.
15.11 Lakhs earned in the previous year.
Your Directors are making constant endeavour to ensure better performance of the
Company.
4. COVID-19:
During the lockdown imposed by the Government to combat COVID-19, it spread rapidly in
the last month of FY 2020, the Industrial and Commercial establishments were closed and
till date at many a locations these are still open in restricted conditions. The company
ensured the wellbeing of the employees during lock down and also it was lifted partially.
Your company is also working in a similar environment under the restrictive conditions and
it causes potential to impact the company, the company has put in place mitigation plans
to minimize the adverse impact on both revenue and profitability. There are no material
changes or commitments affecting the financial position of the Company between the end of
the financial year and the date of the report.
5. Dividend.
With a view to strengthen the financial position of the Company, your Directors did not
recommend any dividend for the year under review.
6. Transfer to Reserves.
Your Company has not transferred any amount to reserves during the year under the
review.
7. Public Deposits.
Your company has not accepted any deposits falling within the meaning of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014
during the financial year under review. There are no deposits that remain unclaimed during
the year under review.
8. Listing of Securities:
The Company's shares are listed on BSE Limited and Calcutta Stock Exchange Limited.
9. Share Capital.
The Authorized Share Capital of the Company as at 31st March, 2020 is Rs.
13,00,00,000/- divided into 1,30,00,000 Equity Shares of Rs. 10/- each. The Issued &
Subscribed Capital of the Company as at 31st March, 2020 is Rs. 12,44,25,000/- divided
into 1,24,42,500 Equity Shares of Rs. 10/- each.
The Company has not issued any equity shares with differential rights during the year
under review and hence no information as per provisions of Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished. It has neither issued employee
stock options nor sweat equity shares and does not have any scheme to fund its employees
to purchase the shares of the Company.
10. Subsidiaries, Joint Venture & Associates Companies.
As on 31st March, 2020 the Company does not have any Subsidiary, Joint
Venture or an Associate Company. The provisions of Section 129 (3) of the Companies Act,
2013, read with the Companies (Accounts) Rules, 2013 containing a statement of
subsidiaries in the form AOC-1 is not applicable to the Company.
11. Statutory Auditor.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder,
M/s. Rishi Sekhri & Associates, Chartered Accountants (FRN: 128216W) as Statutory
Auditor of the Company by the Members of the Company on the Annual General Meeting held on
29th December, 2018, to hold office for the period of 5 years till the
conclusion of the Annual General Meeting of the Company for FY 2022-23.
12. Auditors Report
There are no adverse observations of the Auditors on the financial statements of the
company. The Auditor's Report, read with the relevant notes to accounts is self -
explanatory and therefore does not require further explanation. The Auditors Report is
forming the part of this Annual Report.
13. Details of fraud as per auditors report.
During the Financial Year under review, no instances of fraud were reported by the
Statutory Auditors of the Company. This is also being supported by the report of the
auditor for the Financial Year 2019-20.
14. Secretarial Auditor and the Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder, the board has appointed Ms. Sunita Manish Agrawal, Practicing Company
Secretary as Secretarial Auditor to conduct Secretarial audit for the year 2019-20. The
report on secretarial audit forms part of this Annual report. The report does not contain
any qualification, reservation or adverse remark.
15. Secretarial Standards.
The Company complies with the applicable Secretarial Standards issued by the Institute
of the Companies Secretaries of India.
16. Board of Directors and the Key Managerial Personnel.
The Company has the Balance Board, comprising of the Executive and Non- Executive
Directors. The present Board Composition of the Company is consonance with the requirement
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
During the Financial year 2019-20 under review following change were made in the board
composition of the Company:
Mrs. Bhavana Kesur (DIN: 07726094) resigned from the post of Non-Executive Director of
the company w.e.f 19th August 2019 and Mr. Suresh Naskar (DIN: 08537352) &
Mrs. Sangeeta Nerli (DIN: 08469535) were appointed as Non-executive Additional Directors
w.e.f 19th August 2019.
Mr. Pappu Ghodke (DIN: 07579169) & Mr. Jitendra Singh were appointed as the
Non-Executive Additional Director & Chief Financial Officer (CFO) respectively w.e.f
29th August 2019. Further Appointment of Mr. Suresh Naskar (DIN: 08537352),
Mrs. Sangeeta Nerali (DIN: 08469535) & Mr. Pappu Ghodke (DIN: 07579169) was
regularised at the 36th Annual General Meeting held dated 24th
September, 2019.
Further Mr. Veepul Gohil (DIN: 05322517) resigned from the post of Chairman and
Executive Director/ Managing Director of the Company w.e.f 8th January, 2020.
To fill in the casual vacancy caused due to the resignation, Mr. Pappu Ghodke (DIN:
07579169) was appointed as the Chairman w.e.f 8th January, 2020 and Designation
of Mr. Suresh Naskar (DIN: 08537352) was changed from Non-Executive Director to Executive
Director and also appointed as Managing Director of the Company w.e.f 8th
January, 2020.
Mrs. Priti Surti having Membership No. A41697 was appointed as Company Secretary and
Compliance officer of the Company w.e.f 8th January, 2020. Further Mrs. Priti
Surit resigned from the post due to personal reason w.e.f 12th February, 2020.
The Board of Directors appointed Mr. Suresh Naskar, the Managing Director of the company
as Interim Compliance Officer to fill the Casual Vacancy of Compliance officer.
Details of Directors seeking appointment or re-appointment
Directors are appointed or re-appointed with the approval of the shareholders and shall
remain in office in accordance with the provisions of the law and terms and conditions of
appointment.
Key Managerial Personnel.
Mr. Jitendra Singh was appointed as the Chief Financial Officer of the Company with
effect from 29th August, 2019.
Name of Listed Entities with the common Directors: NA Board Meeting
The Board meets at the regular intervals to, inter-alia to discuss about the Company's
policies and strategy apart from the other Board matters. The notice for the
Board/Committee meetings is also given in advance to all the Directors. The details about
the Board meetings are given at length in Report on Corporate Governance forming part of
this Annual Report.
Board Committees
The Board constitutes of four committees, viz.,
1. Audit Committee
2. Stakeholder's Relationship Committee
3. Nomination and Remuneration Committee
Details of all the committees along with their composition, terms of reference and
meetings held during the year are provided in the Report on Corporate Governance which
forms part of this Annual Report.
Annual Evaluation of the Board, Committee and Individual Directors
The Board carried out formal annual evaluation of its own performance and that of its
Committees viz., the Audit Committee, Stakeholders' Relationship Committee, and Nomination
and Remuneration Committee. The Board also carried out the performance evaluation of all
the individual directors including the Chairman of the Company.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the Board and Committee meetings, like preparedness on the issue to
be discussed, meaningful and constructive contribution and inputs, contribution in
resolving the matters, etc. The performance evaluation of the Chairman, Managing Director
and the Board as a whole was carried out by the Independent Directors at their separate
meeting held on 12th November, 2019.
Declaration by Independent Directors
All the Independent Directors have confirmed to the Board that they meet the criteria
of independence as specified under Section 149(6) of the Act and that they qualify to be
independent directors pursuant to the Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. They have also confirmed that they meet the
requirements of 'Independent Director' as mentioned under Regulation 16(1) (b) of the
Listing Regulations. The above confirmations were placed before the Board and duly noted.
17. Familiarization Programme for Independent Directors during the year.
Familiarization Programme for Independent Directors is mentioned at length in Corporate
Governance Report attached to this Report and the details of the same have also been
disclosed on website of the Company
18. Policy on Director's Appointment and Remuneration.
The Policies of the Company 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 Act, are published
on the website of the Company www.aloratradingltd.com
19. Internal control systems and their adequacy.
Your Company has in place adequate internal financial controls with reference to
Financial Statements, commensurate with the size, scale and complexity of its operations,
which also ensures that all assets are safeguarded and transactions are authorized,
recorded and reported correctly. During the Financial Year under review, such controls
were tested and no reportable material weaknesses in the design or operation were
observed. Internal Auditor verifies and checks internal control and monitors them.
20. Transfer of Unclaimed Dividend to Investor Education and Protection Fund.
During the year under review, the provision of Section 125(2) of the Companies Act,
2013 do not apply. As there was no dividend declared and paid in the last seven years, the
Company was not required to transfer any amount to the Investor Education and Protection
Fund established by the Central Government pursuant to provision of Section 125 (e) of the
Companies Act, 2013.
21. Corporate Governance.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate report on corporate governance
practices followed by the Company, together with a certificate from the Company's Auditors
confirming compliance forms an integral part of this Report.
22. Management Discussion & Analysis.
Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (LODR)
Regulations, 2015, a report on Management Discussion & Analysis for the year under the
review forms part of this Annual Report.
23. Director's Responsibility Statement.
Pursuant to the requirements under Section 134(3) (c) read with the Section 134 (5) of
the Companies Act, 2013, the Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relation to material depend there are no
material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
c) the Directors have taken proper and sufficient care 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;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) the Directors have laid down proper internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
24. Corporate Social Responsibility.
The companies on whom the provisions of the CSR shall be applicable are contained in
Sub Section 1 of Section 135 of the Companies Act, 2013. As per the said section, the
companies having Net worth of INR 500 Crore or more; or Turnover of INR 1000 Crore or
more; or Net Profit of INR 5 Crore or more during any financial year shall be required to
constitute a Corporate Social Responsibility Committee of the Board "hereinafter CSR
Committee" with effect from 1st April, 2014.
The criteria laid down under the section 135(1) of the Companies Act, 2013 are not
applicable to our Company; hence no such committee is formed. The company has always tried
in its best possible way to involve itself in social development activities.
25. Related Party Transaction.
There were no Related Party Transactions (RPTs) entered into by the Company during the
financial year, which attracted the provisions of Section 188 of the Companies Act, 2013.
There being no' material' related party transactions as defined under Regulation 23 of
SEBI Listing Regulations,2015, there are no details to be disclosed in Form AOC-2 in that
regard.
The Policy on RPTs as approved by the Board is uploaded on the Company's website www.aloratradingltd.com.
26. Details of significant and material orders passed by the regulators or courts or
tribunals during the year impacting the going concern status and company's operations in
future.
There are no significant or material orders passed during the year by any regulator,
court or tribunal impacting the going concern status of the Company or its future
operations.
27. Loan, Guarantee, and Investment under Section 186 of Companies Act, 2013.
The details of loans, investments, guarantee and securities as covered under provisions
of Section 186 of the Companies Act, 2013 are disclosed in the Financial Statement forming
part of this report.
28. Material changes and commitments affecting the financial position of the Company.
There has been no material changes and commitment affecting the financial position of
the company which has occurred between the end of the financial year of the Company to
which the financial statement relates and till the date of the report.
29. Particulars of Employees.
There were no employees during the whole or part of the year who were in receipt of
remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule
5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
30. Extract of Annual Return.
Pursuant to Section 92(3) of the Act and Rule 12(1) of The Companies (Management and
Administration) Rules, 2014, the extract of Annual Return in Form MGT 9 is attached as
Annexure to the Board's Report.
31. Policies and Disclosures.
Nomination and Remuneration Policy
The Company has in place a Remuneration Policy for the Directors, KMP and other
employees pursuant to the provision of the Companies Act, 2013 and Listing Regulations.
The policy states criteria for determining qualifications, positive attributes,
independence of directors and remuneration relating Directors, KMP, and other employees.
Further, in compliance with section 134(3) (e) of the Companies Act, 2013, the
Nomination and Remuneration Policy is also placed on Company's website at
www.aloratradingltd.com
Sexual Harassment Policy
The Company provides a platform where equal opportunity is provided to its all
employees and consciously strives to build a work culture that promotes the dignity of all
employees. The Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at the workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has zero tolerance for
sexual harassment at workplace and had adopted a Policy on prevention, prohibition and
Redressal of sexual harassment at workplace in line with the provision of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and
the Rules and the same is hosted on the Company's Website at www.aloratradingltd.com.
During the Financial Year under review, no complaints were filed with the Committee
under the provisions of the said Act in relation to the workplace/s of the Company.
Vigil Mechanism/Whistleblower Policy
Pursuant to Section 177(9) of Companies Act, 2013 and Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014 and as per Listing Obligation Requirement, the
Company has adopted the Whistle Blower Mechanism to provide a mechanism for any concerned
person of the Company for the purpose of dealing with instance of frauds and
mismanagement, if any and also ensure that whistleblowers are protected from retribution,
whether within or outside organization. The company has hosted the same on its website at
www.aloratradingltd.com.
Code of conduct for prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the
SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for
procedures to be followed and disclosures to be made by insiders while trading in the
securities of the Company. Details of dealing in the Company's shares by Designated
Persons are placed before the Audit Committee on a quarterly basis. The Company has also
adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate
disclosure of Unpublished Price Sensitive Information by the Company, to enable the
investor community to take informed investment decisions with regard to the Company's
shares
The policy is uploaded on the Company's website and can be viewed at the Company
website at www.aloratradingltd.com.
32. Conservation of energy, technology absorption, foreign exchange earnings and outgo.
The particulars as prescribed under sub-section (m) of Section 134 of the Companies
Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are not applicable to the
Company. Hence, reporting under this section is not required. The Company has neither
earned nor spent any foreign exchange during the year under review.
33. Material Changes and Commitments, if any, affecting the Financial Position of the
Company which have occurred between the end of the Financial Year to which the Financial
Statements relates and the Date of the Report.
There were no material changes and commitments, affecting the financial position of the
Company occurred between the end of the financial Year to which this financial statement
relates and up till the date of Report.
34. State of company's affairs
The affairs of the Company are managed in the fair and transparent manner. It is vital
to gain and retain the trust of our shareholders
35. Human Resource.
Your Company considers people at its most valuable asset. It continues to focus on
progressive employee relations policies, creating an inclusive work culture and a strong
talent pipeline. Your Company is focused on building a high-performance culture with a
growth mind set where employees are engaged and empowered to be the best they can be.
The Company has well documented and updated policies in place to prevent any kind of
discrimination and harassment, including sexual harassment. The Whistle Blower Policy
plays an important role as a watchdog.
The Company has established a vigil mechanism for Directors and employees to report
their genuine concerns, details of which have been given in the Corporate Governance
Report. During the year, there have been no complaints alleging child labour, forced
labour, involuntary labour and discriminatory employment.
36. Appreciation
Your Directors would like to express their sincere appreciation for the co-operation
and assistance received from the Bankers, Regulatory Bodies, Stakeholders including
Financial Institutions, Suppliers, Customers and other business associates who have
extended their valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude
and appreciation for the contribution made by the employees at all levels. We look forward
for the continued support of every stakeholder in the future.
|
By the order of the Board |
|
For Alora Trading Company Limited |
|
Sd/- |
Place: Mumbai |
Pappu Ghodke |
Date: 04th December 2020 |
Chairman |
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