Moneycontrol

Budget 2023Budget 2023
Get App Open
In App
Open App

LIVE COVERAGE AND VIDEO PARTNERS

Lenovo Tech Today India Prestige Group
you are here:

Alok Industries Ltd.

BSE: 521070 | NSE: ALOKINDS |

Shares falling in the `Trade-to-Trade` or `T-segment` are traded in this series and no intraday is allowed. This means trades can only be settled by accepting or giving the delivery of shares.
Series: BE | ISIN: INE270A01029 | SECTOR: Textiles & Apparel

BSE Live

Jan 25, 16:01
13.35 -0.55 (-3.96%)
Volume
AVERAGE VOLUME
5-Day
933,384
10-Day
583,261
30-Day
496,768
429,350
  • Prev. Close

    13.90

  • Open Price

    14.00

  • Bid Price (Qty.)

    13.55 (4780)

  • Offer Price (Qty.)

    13.65 (220)

NSE Live

Jan 25, 16:01
13.45 -0.50 (-3.58%)
Volume
AVERAGE VOLUME
5-Day
3,929,543
10-Day
2,543,041
30-Day
1,951,917
1,895,766
  • Prev. Close

    13.95

  • Open Price

    14.00

  • Bid Price (Qty.)

    13.45 (18283)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2022 2018 2016 2015 2013 2012 2011 2010 2009

Director’s Report

The Board of Directors present this 35th Annual Report of the Company, along with the financial statements for the Financial Year ended 31st March, 2022 in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“Listing Regulations”).

1. FINANCIAL RESULTS:

The Company''s performance (Standalone and Consolidated) for the Financial Year ended 31st March, 2022 is summarized below:

('' in crore)

Particulars

Standalone

Consolidated

31.03.2022

31.03.2021

31.03.2022

31.03.2021

Revenue from operations

7,150.91

3,735.31

7,309.50

3,847.59

Operating Profit / (Loss) before Interest, Depreciation and Taxes

611.61

(432.63)

609.92

223.25

Minority Interest and Share in Profit of Associates

-

-

(0.98)

(1.04)

Profit / (Loss) before exceptional items and taxes

(184.18)

(1,190.78)

(209.42)

(562.18)

Exception Item

-

(3,241.10)

-

(3,892.05)

Profit / (Loss) before Tax (after exceptional items)

(184.18)

(4,431.88)

(209.42)

(4,454.23)

Tax Expenses (including Deferred Tax)

-

1,423.11

(0.82)

1,219.09

Profit / (Loss) after Tax

(184.18)

(5,854.99)

(208.60)

(5,673.32)

Other Comprehensive Income

(0.50)

2.85

(41.95)

49.04

Total Comprehensive Income

(184.68)

(5,852.14)

(250.55)

(5,624.28)

2. TRANSFER TO RESERVES:

No amount has been transferred to Reserves for the Financial Year under review.

3. DIVIDEND:

On account of the Loss After Tax reported by the Company during the Financial Year 2021-22, the Board of Directors do not recommend any dividend (previous year Nil).

The Dividend Distribution Policy of the Company approved by the Board of Directors of the Company is in line with the requirements of Listing Regulations. The Policy is available on the Company''s website and can be accessed through the link: https://www. alokind.com/Downloads/Alok-Dividend_Distribution_ Policy-18.01.2020.pdf.

4. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

(a) The Highlights of the Company’s Performance (Standalone) for the Financial Year Ended 31st March, 2022 are as under:

Total sales of the Company increased by 91.44% to ''7,150.91 crore from ''3,735.31 crore in the previous year.

Domestic sales increased by 96.22% to ''5,451.37 crore from ''2,778.11 crore in the previous year.

Export sales increased by 77.55% to ''1,699.54 crore from ''957.20 crore in previous year.

Operating EBITDA (before exceptional items) was positive at ''611.61 crore as compared to negative EBITDA (before exceptional items) of ''432.63 crore in the previous year.

Operating Profit Before Tax (PBT) (before exceptional items) was negative at ''184.18 crore as compared to negative PBT (before exceptional items) of ''1,190.78 crore in the previous year.

The reported Loss After Tax (after exceptional item) for the year was ''184.18 crore as compared to Loss After Tax (after exceptional item) of ''5,854.99 crore.

(b) The Highlights of the Company’s Performance (Consolidated) for the Financial Year Ended 31st March, 2022 are as under:

The Company achieved a consolidated revenue of ''7,309.50 crore higher by 89.98% as compared to consolidated revenue of ''3,847.59 crore in the previous year.

Operating EBITDA (before exceptional items) was ''609.92 crore as compared to EBITDA (before exceptional items) of ''223.25 crore in the previous year.

Operating Profit Before Tax (PBT) (before exceptional items) was negative at ''209.42 crore as compared to negative PBT (before exceptional items) of ''562.18 crore in the previous year.

The reported consolidated Loss After Tax (after exceptional item) for the year was ''208.60 crore as compared to Loss After Tax (after exceptional item) of ''5,673.32 crore in the previous year.

A detailed analysis of financial results is given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

5. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Act and Listing Regulations read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India, the consolidated financial statements forms part of this Annual Report. The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on Company''s website and can be accessed through the link: https:// www.alokind.com/shareholder.html. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 35th AGM of the Company.

6. EROSION OF NETWORTH:

Net worth as at 31st March, 2022 was negative at ''16,450.05 crore. Accumulated losses have resulted in the erosion of over 53.90% of peak net worth of negative ''10,688.68 crore during the immediately preceding four Financial Years.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are provided in the standalone financial statements (Refer Note 17 and 19 to the standalone financial statements).

8. MANAGEMENT DISCUSSION AND ANALYSIS REpORT:

The details pertaining to overview of the industry, important changes in the industry, external environment and outlook along with other information as required are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

9. CREDIT RATING:

The details of credit ratings are disclosed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

10. SHARE capital:

The paid-up Share Capital of the Company as on 31st March, 2022 was ''746.52 crore consisting of 496.52 crore Equity Shares of ''1/- each and 250.00 crore fully paid-up 9% Optionally Convertible Preference Shares of ''1/- each.

As a part of the Resolution Plan approved by the National Company Law Tribunal, Ahmedabad Bench, the Company had on 28th February, 2020, allotted on preferential basis to Reliance Industries Limited (“RIL”), 250,00,00,000 - 9% Optionally Convertible Preference Shares (OCPS) of ''1 each for cash at par, for a total consideration of ''250 crore.

During the year, the OCPS were due for conversion at the option of RIL. Since RIL did not exercise its option to convert OCPS into equity shares, as per the terms and conditions of the OCPS, the Company will redeem the same on 27th February, 2030, i.e. the last day of the 10th anniversary of the date of allotment, by paying an amount at least equal to the outstanding OCPS subscription amount and there shall be no impact on Equity Share Capital of the Company.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMpANIES:

During the year under review, no Company became / ceased to be a subsidiary, joint venture or associate of the Company. Details of subsidiary, associate and joint venture of the Company as on 31st March, 2022, are as follows:

Sr. No.

Subsidiaries

1.

Alok Infrastructure Limited

2.

Alok International Inc.

3.

Alok International (Middle East) FZE

4.

Alok Global Trading (Middle East) FZE (business license cancelled on 12th September, 2017)

5.

Alok Singapore PTE Limited

6.

Alok Worldwide Limited

Sr. No.

Step-down subsidiaries

1.

Alok Industries International Limited

2.

Grabal Alok International Limited

3.

Grabal Alok (UK) Limited (under liquidation effective 10th July, 2017)

4.

Mileta, a.s.

5.

Kesham Developers & Infotech Private Limited (Under a voluntary winding up process effective 20th February, 2012)

6.

Springdale Information & Technologies Private Limited (Under a voluntary winding up process effective 20th February, 2012)

Sr. No.

Joint Ventures

1.

New City of Bombay Manufacturing Mills Limited

2.

Aurangabad Textiles and Apparel Parks Limited

3.

Triumphant Victory Holdings Limited

Sr.

No.

Associates

NIL

None of the above subsidiaries are ‘Material Subsidiary'' as defined in the Listing Regulations. As required under Regulations 16(1)(c) of the Listing Regulations, the Board of Directors has approved the Policy for determining Material Subsidiaries (“Policy”). The details of the Policy are available on the Company''s website and can be accessed through the link: https://www.alokind.com/ Investor_Relations-pdf/Policies/Material_Subsidiaries. pdf.

The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto are available on the Company''s website and can be accessed through the link: https://www.alokind.com/annualreport. html. The financial statements of the subsidiaries, as required, are available on the Company''s website and can be accessed through the link: https://www.alokind. com/financialresult.html.

The development in business operations/performance of the Subsidiaries/ Joint Ventures / Associate Companies, forms part of the Management Discussion and Analysis Report which forms part of this Annual Report.

A statement providing details of performance and salient features of the financial statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) of the Act, is attached to the consolidated financial statements and therefore not repeated in this Directors'' Report to avoid duplication.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Corporate Social Responsibility and Governance (CSR&G) Committee as on 31st March, 2022 comprises of Ms. Mumtaz Bandukwala (Chairperson of the Committee), Mr. Rahul Dutt and Mr. V. Ramachandran. As on 31st March, 2022, the composition of the CSR&G Committee conforms to the requirements of Section 135 of the Act.

The CSR Policy of the Company inter alia includes CSR activities to be undertaken by the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the Board of Directors in accordance with the requirements of the Act is available on the Company''s website and can be accessed through the link: https:// www.alokind.com/Investor_Relations-pdf/Policies/CSR_ Policy.pdf and is also annexed herewith and marked as

Annexure-1.

Pursuant to Section 135 of the Act read with CSR Policy of the Company, the Company is required to spend two percent of the average net profit of the Company for three immediately preceding financial years. As the average net profit of the Company during previous three financial years was negative, the Company was not required to spend any amount for the CSR purpose during the year under review.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed herewith and marked as Annexure-2.

13. BUSINESS RISK MANAGEMENT:

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability.

A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. However, the Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action.

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter-alia, been entrusted with the responsibility of overseeing implementation/ monitoring of Risk Management Plan and Policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

The current constitution and role of the Risk Management Committee is in compliance with the requirements of Regulation 21 of the Listing Regulations. Pursuant to the provisions of the Act and Listing Regulations, the Company has adopted Risk Management Policy. The details of the Risk Management Policy are available on the Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/Policies/Risk_Policy.pdf

Further details on the Risk Management activities including the implementation of Risk Management Policy, key risks identified, and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report. In the opinion of the Board of Directors, none of these risks affect and/or threaten the existence of the Company.

14. VIGIL MECHANISM / WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report which forms part of this Annual Report. The said Policy is available on Company''s website and can be accessed through the link: https:// www.alokind.com/Investor_Relations-pdf/Policies/ Whistle_Blower_Policy.pdf

15. DIRECTORS AND KEY MANAGERIAL pERSONNEL:i. Directors:

(a) Changes in the Directors during the year under review:

Pursuant to the Resolution Plan approved by the National Company Law Tribunal, Ahmedabad Bench, JM Financial Asset Reconstruction Company Limited (acting in its capacity as trustee of JMFARC - March 2018 - Trust) (JMFARC), one of the resolution applicants and a Member holding 173,73,11,844 (34.99%) Equity Shares of the Company had nominated Mr. Samir Chawla (DIN: 03499851) as its nominee on the Board of the Company. Accordingly, Mr. Samir Chawla was appointed as a Nominee Director (Non-Executive) representing JMFARC with effect from 14th September, 2020.

JMFARC vide letter dated 28th January, 2022, had withdrawn the nomination of Mr. Samir Chawla from the Board of the Company with effect from the said date on account of his resignation from the services of JMFARC and nominated Mr. Nirav Parekh (DIN: 09505075) as its nominee on the Board of the Company.

Accordingly, the Board of Directors of the Company at its meeting held on 3rd March, 2022, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Section 161(1) of the Act read with the Articles of Association of the Company, had approved the appointment of Mr. Nirav Parekh as Nominee Director (Non-Executive) representing JMFARC, with effect from 3rd March, 2022. Further, the said appointment was approved by the Members of the Company by way of Postal Ballot on 6th April, 2022.

(b) Composition:

The current composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations. As on 31st March, 2022, the composition of the Board is as follows:

Sr.

No.

Name of the Director

Designation

1.

Mr. A. Siddharth (DIN:00016278 )

Non- Executive, Independent Director and Chairman of the Board

2.

Ms. Mumtaz Bandukwala (DIN:07129301)

Non- Executive, Independent Director

3.

Mr. Rahul Dutt (DIN:08872616)

Non- Executive, Independent Director

4.

Mr. Hemant Desai (DIN: 00008531)

Nominee Director (Non- Executive) representing RIL

5.

Mr. Anil Kumar Rajbanshi (DIN:03370674)

Nominee Director (Non- Executive) representing RIL

6.

Mr. V. Ramachandran (DIN:02032853)

Nominee Director (Non- Executive) representing RIL

7.

Mr. Nirav Parekh (DIN:09505075)

Nominee Director (Non- Executive) representing JMFARC

(c) Retirement by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Anil Kumar Rajbanshi (DIN: 03370674), retires by rotation as a Director at the AGM and being eligible, offers himself for reappointment.

A detailed profile of Mr. Anil Kumar Rajbanshi along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM which forms part of this Annual Report.

ii. Key Managerial personnel:

As on 31st March, 2022, following are the Key Managerial Personnel of the Company:

a) Mr. Sunil O. Khandelwal - Manager

b) Mr. Bijay Agrawal - Chief Financial Officer

c) Mr. Hitesh Kanani - Company Secretary and Compliance Officer.

There were no changes in the Key Managerial Personnel during the year.

16. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year ended on 31st March, 2022, 6 (Six) Board meetings were held. Further details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of this Annual Report.

The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors.

17. BOARD EVALUATION:

The Company has a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors.

Pursuant to the Policy, the Board has carried out an annual evaluation of its own performance, performance of the individual Directors including Independent Directors. Further, the Committees of the Board had carried out self-evaluation of its performance and the outcome was submitted to the Chairman of the Nomination and Remuneration Committee for his review.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active participation by all Board Members.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

In addition, Independent Directors were evaluated based on parameters such as qualification, experience, knowledge and competency, fulfilment of functions, ability to function as a team, initiative, commitment, independence, independent views and judgement, availability, attendance and participation in the

discussion at the Meetings, adherence to the Code of Conduct of the Company as well as the Code for Independent Directors as applicable, understanding the environment in which the Company operates and contribution to strategic decision and raising valid concerns to the Board, interpersonal relations with other Directors and Management, objective evaluation of Board''s performance, rendering independent unbiased opinion, safeguarding of confidential information and maintaining integrity.

The details of the Policy on evaluation of Board''s performance are available on the Company''s website and can be accessed through the link: https://www. alokind.com/Investor_Relations-pdf/Policies/Policy_on_ Appointment_&_Evaluation_of_Directors_KMPs_&_ SM.pdf.

The terms and conditions of appointment of Independent Directors are also available on the Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/

Policies/Terms_and_Conditions_of_Appointment_of_ the_Independent_Directors.pdf.

In the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, experience (including proficiency), expertise and hold highest standards of integrity.

18. BOARD COMMITTEES:

The composition of various Committees of the Board is in accordance with the requirements of applicable provisions of Act and Listing Regulations. As on 31st March, 2022, the composition of various Committees of the Board is as follows:

A. Audit Committee:

1. Mr. A. Siddharth, Chairman of the Committee

2. Ms. Mumtaz Bandukwala

3. Mr. Rahul Dutt

4. Mr. V. Ramachandran

During the year under review, Ms. Mumtaz Bandukwala, an Independent Director, was appointed as a member of the Committee on 26th August, 2021.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

B. Nomination and Remuneration Committee:

1. Mr. Rahul Dutt, Chairman of the Committee

2. Mr. A. Siddharth

3. Mr. Hemant Desai

C. Stakeholders’ Relationship Committee:

1. Mr. A. Siddharth, Chairman of the Committee

2. Ms. Mumtaz Bandukwala

3. Mr. Anil Kumar Rajbanshi

4. Mr. V. Ramachandran

D. Corporate Social Responsibility and Governance (CSR&G) Committee:

1. Ms. Mumtaz Bandukwala, Chairperson of the Committee

2. Mr. Rahul Dutt

3. Mr. V. Ramachandran

E. Risk Management Committee:

1. Ms. Mumtaz Bandukwala, Chairperson of the Committee

2. Mr. Anil Kumar Rajbanshi

3. Mr. V. Ramachandran

Note: The Risk management Committee was reconstituted on 14th April, 2022.

F. Managing Committee: [Voluntary Committee]

1. Mr. V. Ramachandran - Non-Executive

2. Mr. Sunil O. Khandelwal - Manager

3. Mr. Bijay Agrawal - Chief Financial Officer

4. Mr. K. H. Gopal - President - (Corporate Affairs & Legal)

19. DECLARATION BY INDEpENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations;

b) they are in compliance of Code of Conduct; and

c) they have registered their names in the Independent Directors'' Databank.

20. DIRECTORS AppOINTMENT AND REMUNERATION pOLICY:

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Policy for selection and appointment of Directors & Senior Management and their remuneration. The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters

provided under Section 178(3) of the Act and Regulation 19 of the Listing Regulations is available on the Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/

Policies/Remuneration_Policy.pdf and is also annexed herewith and marked as Annexure-3.

21. DIRECTORS’ RESpONSIBILITY STATEMENT:

Your Directors make the following statements in terms of Section 134(3)(c) of the Act that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2022 and of the losses of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

22. RELATED pARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of the provisions of Section 134(3) (h), Section 188 and other applicable provisions, if any, of the Act read with the Rules made thereunder.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed through the link: https://www. alokind.com/Investor_Relations-pdf/Policies/Policy_on_ Materiality_of_RPT.pdf.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Members may refer to Note 40 to the standalone financial statements which sets out related party disclosures pursuant to Ind AS.

23. INTERNAL FINANCIAL CONTROLS:

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.

24. AUDITORS:(a) Statutory Auditors:

M/s. S R B C & CO LLP (ICAI Reg. No. 324982E/ E300003) were appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, at the 33rd AGM, held on 29th December, 2020. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Statutory Auditors'' Report are self-explanatory and do not call for any further comments. The Statutory Auditors'' Report on the standalone and consolidated financial statements of the Company for the Financial Year ended 31st March, 2022, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

(b) Cost Auditors:

Pursuant to the provisions of Section 148 of the Act, read with the Rules made thereunder, the Company has appointed M/s. B.J.D. Nanabhoy & Co., Cost Accountants, Mumbai (Reg No. FRN-000011) to undertake the audit of the cost records of the

Company for the Financial Year ending 2022-23.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification and the same forms part of the Notice convening the AGM.

In accordance with the provisions of Section 148(1) of the Act, read with the Rules made thereunder, the Company has maintained cost records.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, read with the Rules made thereunder, and Regulation 24A of the Listing Regulations, the Company had appointed Mr. Virendra G Bhatt, Company Secretary in Practice, (Membership No.: A 1157; Certificate of Practice No.: 124) to undertake the Secretarial Audit of the Company for the Financial Year ended 2021-22. The Report given by the Secretarial Auditor is annexed herewith and marked as Annexure-4.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, read with the Rules made thereunder, M/s. Bhandarkar & Co., Chartered Accountants and M/s. HPVS & Associates, Chartered Accountants were appointed as Internal Auditors of the Company for the Financial Year 2021-22 and had been entrusted with the internal audit of different plants/ divisions of the Company. M/s. HPVS & Associates, one of the internal Auditors had resigned with effect from 30th November, 2021 due to their inability to schedule regular visit and depute staff in person to Company''s plant locations due to Covid-19 pandemic. Consequent to the above casual vacancy, the Company has re-allocated the assignment held by M/s. HPVS & Associates to M/s. Bhandarkar & Co., by amending their scope of work for the remaining tenure of Financial Year 2021-22.

25. corporate governance report and

CERTIFICATE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate Governance and the Certificate as required under Schedule V(E) of Listing Regulations received from the Secretarial Auditors of the Company forms part of this Annual Report.

26. COMPLIANCE OF SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

27. BUSINESS RESPONSIBILITY REPORT:

In compliance with Regulation 34 of Listing Regulations, the Business Responsibility Report detailing the various initiatives taken by the Company on environmental, social and governance front forms part of this Annual Report. The Board of Directors has adopted a Business Responsibility Policy. The said Policy is available on Company''s website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/

Policies/Business_Responsibility_Policy.pdf.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required pursuant to provisions of Section 134(3)(m) of the Act, read with the Rules made thereunder, is annexed herewith and marked as Annexure-5.

29. ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2022, is available on the Company''s website and can be accessed through the link: https://www.alokind.com/ Investor_Relations-pdf/General_Meetings/AGM/2021-22_35th_AGM-26.07.2022/Form_MGT_7_Annual_ Return_31Mar2022.pdf.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, pROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment.

During the year under review, the Company has not received any complaints in this regard.

31. particulars OF employees:

In terms of the provisions of Section 197(12) of the Act, read with the Rules made thereunder, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, which forms part of this Directors'' Report.

Disclosures relating to remuneration and other details as required pursuant to provisions of Section 197(12) of the Act, read with the Rules made thereunder, which forms part of this Directors'' Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may write their e-mail to investor.relations@alokind.com.

32. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d. None of Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e. No fraud has been reported by the Auditors to the Audit Committee or the Board.

f. There has been no change in the nature of business of the Company.

g. The Company has not issued any warrants, debentures, bonds or any non-convertible securities.

h. The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

i. The financial statements of the Company were not revised.

j. The Company has not failed to implement any corporate action.

k. There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

l. There are no significant material changes and commitments affecting the financial position of the

Company, which have occurred between the end of the Financial Year upto the date of this Annual Report. Further, there are no other significant development during the year which can be considered as Material.

m. There was no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

n. There was no instance of one-time settlement with any Bank or Financial Institution.

33. INDUSTRIAL RELATIONS:

Industrial relations have been cordial at all the

manufacturing units of the Company.


34. ACKNOWLEDGEMENTS:

The Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued Members.

For and on behalf of the Board of Directors Alok Industries Limited

Place: Mumbai A. Siddharth

Date: 14th April, 2022 Chairman

Director’s Report