Director's Report


Alfa Ica (India) Ltd
BSE Code 530973 ISIN Demat INE042C01010 Book Value (₹) 51.51 NSE Symbol N.A Div & Yield % 0 Market Cap ( Cr.) 26.66 P/E * 18.08 EPS * 3.65 Face Value (₹) 10
* Profit to Earning Ratio
* Earning Per Share

We have pleasure in presenting the 32nd Annual Report of the Company along with the audited statement of accounts for the year ended March 31, 2023. The financial results for the year are shown below. The working and operational parameters of all the plants of the Company were quite satisfactory during the year.

FINANCIAL HIGHLIGHTS

Particulars Current Year 31.03.2023 Previous Year 31.03.2022
Total Income 6518.57 8043.69
Earnings before Interest and Depreciation 454.34 470.73
A. FinanceCost 155.30 150.83
B. Depreciation 103.90 100.54
Profit before Tax 195.14 219.35
Tax Liability
1. Current Tax 45.86 51.35
II. Deferred Tax 3.43 4.22
III. Tax Adjustments Earlier Years 0.07 1.05
Profit after Tax 145.78 162.73
Earnings Per Share
Basic 3.61 4.03
Diluted 3.61 4.03

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2023 is Rs. 404 lakhs. During the year under review, the Company has not issued any shares.

RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the year under review, total revenue of the Company s is Rs. 6518.57 lakhs as against to Rs 8043.69 lakhs in the previous year. Profit for the year 2022-23 is Rs 145.78lakhs as against Rs 162.73 lakhs the previous year.

TRANSFER TO RESERVES

Company has not proposed any amount to be carried to any reserves.

EXPORT

The total exports of the Company amounted to Rs.4707.47 lakhs (Previous year Rs 6590.39 lakhs representing about 74.88 percent of the sales. The Company is trying to locate new export markets for its products and see good potential for growth in the export business.

DIVIDEND

The Directors have not recommended dividend for the Financial Year 2022-23

PUBLIC DEPOSITS

During the year under review, your Company has not accepted

any deposit within the meaning of Section73 and74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

POSTAL BALLOT

The Board of Directors at its meeting held on January 30,2023 considered about reappointment and remuneration of Mr. Rishi Tikmani And Ms.Pooja Tikmani Director of the company subject to the approval of members by way of Postal Ballot through remote e-voting. Thereafter, members of the Company accorded their approval and resolution was passed by way of Postal Ballot on March 22,2023.

CREDIT RATINGS

During the year under review, your company has got reaffirmation on credit ratings from CARE Rating Limited, a reputed Credit Rating Agency for its Long term and Short term Bank Facilities. The Credit Rating Agency has reaffirmed and assigned its rating of CARE BBB; Stable / CARE A3(Triple B ; Outlook: Stable / A Three Long-term/ Short term Bank Facilities and CARE A3 (AThree)] for its Short-term Bank Facilities.

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company during the year; hence consolidation of financial data of the subsidiary company is also not applicable to the Company for the financial year 2022-23.

EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and incompliance with the requirements of SEBI(LODR)Regulations,2015, the Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the performance of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Board's functioning, such as adequacy of the composition of the Board and its Committees execution and performance of specific duties, obligations and governance, etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

BOARD MEETINGS AND COMMITTEEES

During the year, four Board Meetings were held. Four Audit committee's meetings & Nomination & Remuneration committee meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

The Audit Committee comprises of Mr Indermal Nahta, Independent Director as Chairman, Mr. Sanjeev kumar sharma, Independent Director and Mr. Rishi Tikmani, Whole-time Director as Members. The Nomination and remuneration Committee comprises of, Mr. Sanjeev kumar sharma Independent Director as Chairman, Mr Indermal Nahta Independent Director and as Member and Mr.Ayush Kedia NonExecutive director as a member. The Stakeholder relationship Committee comprises of Mr Indermal Nahta, Independent Director as Chairman, Mr. Sanjeev kumar sharma, Independent Director and Mr. Rishi Tikmani, Whole-time Director as Members.

Further, as per section 177(8) of the Companies Act, 2013 there was not any case during the period under review that any recommendation is made by the Audit Committee and the Board has not accepted it.

BUSINESS ACTIVITY

The Company is presently engaged in the process of manufacturing High Pressure Laminate (H.P.L) Sheets & Compacts which are available in several Colours, Designs and Textures. Alfa range consists of more than 600design decors and more than 50 textures. Company has also spreading its footprints globally, producing more than 6 Million sq. mts. Laminates. With more decors and more finishes, our innovation brings you beautiful, high quality environmental friendly decorative solutions. These High Pressure Laminates are recognized and appreciated by architects, interiors and fitters. The Laminate sheets are used for various applications in many areas such as:

• Furniture Covering

• Wall Paneling

• Partitions

• Door Covering

• Shower Panels

• Interior Wall Paneling

• Exterior Wall Cladding

• Green Chalk Board

• White Marker Board

• Dry Wipe Boards

• Kitchen Top and Backsplash

• Cubicle partition panel

• Green chalk board/white market

• Anti-Fingerprint laminate

• TableTop

• Fire Retardant and many other areas.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The annexed Management Discussion and Analysis forms a part of this report and covers, amongst other matters, the performance of the Company during the Financial Year 2022-23 as well as the future outlook.

DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations as required under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and qualify to act as Independent Director of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ayush Kedia (DIN: 08605912) Non executive director will retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for reappointment. The Board recommends her re-appointment. An appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 32nd AGM of your Company.

In accordance with Section 203 of the Companies Act, 2013, the Company have Mr. Rishi Tikmani, Whole-time Director, Ms. Pooja Tikmani , Women Executive Director, Mr. Hansraj

Sekhani, CFO, Ms. Flimadri Trivedi, Company Secretary as a Key Managerial Personnel at the end of the financial year and as on date of the Board Report.

Your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the time being in force).

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules framed there under and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors formulated the Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Remuneration Policy, covering the policy on appointment and remuneration of Directors, key managerial personnel and employees.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013 your Directors confirm that:

a) in the preparation of the financial statements for the financial year ended March 31, 2022,as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report are complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;

b) such accounting policies have been selected and applied them consistently and judgments and estimates made 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 profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis; and

e) Proper internal financial controls are in place and that such internal financial controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

The Company is exempted from providing report on Corporate Governance in accordance with Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

STATUTORY AUDITORS

At the 31st Annual General Meeting of the Company held in the year 2022 the shareholders had approved the appointment of M/S. O.P. bhandari & co., Chartered Accountants, Ahmedabad (Firm Registration No. 112633W) as Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of 31st AGM to the conclusion of 36th AGM.

Proviso (1) of sub-section (1) of Section 139 of the Act which mandates that the Company shall place matter relating to such appointment for ratification by Shareholders at every Annual General Meeting has been omitted by the Companies (Amendment) Act, 2017 effective May 07, 2018. Therefore, for the Financial Year 2021-22 and thereafter, ratification of Auditors appointment every year at the Annual General Meeting is no longer required.

The Notes on financial statement referred to in Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act,2013,your Company has reappointed M/s. Kamlesh M Shah & Co., Practicing Company Secretary (Certificate of Practice No. 2072), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as "ANNEXURE A" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

In terms of Section 138 of the Companies Act,2013, your Company has reappointed M/s Biren Shah & Co, Chartered Accountants (Firm Registration No. 132301W) as Internal Auditor of the company for the financial year for the financial year2023-24.

COST RECORD

Pursuant to Rule 3 of Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such records are made and records have been maintained. Your company is obtained certificate from M/s J. B. Mistry & Co, Cost Accountant, Ahmedabad (FRN: 101067).

RISK MANAGEMENT

Your Company has robust Risk Management policy. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Company's planning process. There are no risks, which in the opinion of the Board threaten the existence of your Company.

ADEQUCY OF INTERNAL FINANCIAL CONTROLS

The Company has in place robust internal control procedures commensurate with its size and operations. Company has the internal controls Department headed by Internal Auditor of the company. The Board of Directors is also responsible for the internal control system, sets the guidelines, verifying its adequacy, effectiveness and application. The Company's internal control system is designed to ensure management efficiency, measurability and verifiability, reliability of accounting and management information, compliance with all applicable laws and regulations, and the protection of the Company's assets so that the company's main risks (operational, compliance-related, economic and financial) are properly identified and managed over time.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Directors, Designated Employees and Connected Persons while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conduct is available at the Company's website at www.alfaica.com under investor segment.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with the Section 177(9)& (10) of the Companies Act,2013 and rules framed there under read with Regulation 22 of the Listing Regulations, the Company has a Whistleblower Policy in place for its Directors and Employees to report concerns about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides for protected disclosures that can be a whistle blower through e-mail or letter or to the Chairperson of the Audit Committee. Whistle Blower Policy is disclosed on the website of the Company. During the year ended on March 31, 2022, the Company did not receive any information under the scheme.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.There is no such instance reported during the year under review.

EXTRACT OF ANNUAL REPORT

In accordance with the provisions enshrined in the Act, annual return in the prescribed format is available at web-link viz http://www.alfaica.com/investors-relation.html pursuant to the provisions of clause (a) of sub-section (3) of Section 134 of the Act.

PARTICULARS OF THE EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in "Annexure - C" of this report. The statement containing the information of the top ten employees in terms of remuneration drawn as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to any Member on a written request to the Company Secretary. In terms of Sectionl36 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information of top ten employees which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. There was no employee who was in receipt of remuneration in excess of ' 8.5Lacs per month during the year or '1.2Crore per annum in the aggregate if employed part of the year.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Sectionl34(3)(m) of the Companies Act, 2013 read with Rule8(3) of the Companies (Accounts) Rules,2014 is furnished in Annexure to Directors Report and is attached to this report. [Annexure-C]

LOAN, GUARANTEES OR INVESTMENTS

During the year, the Company has not made any investment nor given any loan or guarantees under Section 186 of Companies Act, 2013.

RELATED PARTIES TRANSACTIONS

During the financial year 2022-23, there was no materially significant related party transaction undertaken by the Company under Section 188 of the Companies Act, 2013 read with rules framed there under and Regulation 23 of SEBI (LODR) Regulations, 2015 that may have potential conflict with the interest of the Company. Disclosure on related party transactions is set out in financial statements.

MATERIAL CHANGES / INFORMATION

There is no material changes have taken place after the closure

of the financial year up to the date of this report which may have substantial effect on the business and financial of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL OR DERSPASSED BY THE REGULATORS/COURTS/TRIBUNALS

In the Financial year 2021-2022, Company has received two notices from SEBI & ROC.

In the matter of SEBI, notice was issued in the FY 2021-22 for IMon-disclosure of regulation 14(1) Company has replied the same and in the FY 2022-2023 the Adjudicating Officer of SEBI via order dated June 30, 2022, has imposed penalty of Rs. 10,00,000/- under Section 15H(ii) of SEBI Act, 1992 on Shrimati Vimaladevi R. Tikmani, Ms. Pooja Tikmani, Mr. Rishi Tikmani, Rajendra Tikmani HUF to be paid jointly and severally for violation of Regulation 14(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 1997. Company had paid the penalty with interest of Rs. 10,25,658 under protest on September 13,2022. In the above matter, the Company had filed an appeal before the Securities Appellate Tribunal against the said order on August 12,2022. On July 25,2023, the Securities Appellate Tribunal has confirmed opinion that the impugned order cannot be sustained and is quashed. The appeal is allowed with no order as to costs. The miscellaneous application is also disposed of.

In the matter of ROC, notice was issued for wrong filing of annual return MGT -7. Company has replied the same and a reply is awaited from the ROC.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no application made or proceeding in the name of the company under the Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there were no one time settlement of loan taken banks and financial Institutions

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules,2014 to the extent the transactions took place on those items during the year.

APPRECIATION

Your Director stake this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers, employees and other business associates for the excellent support and co-operation extended by them.

By Order of the Board of Directors
Indermal Nahta
Place: Ahmedabad Chairman
Date: 12/08/2023 (DIN: 03565091)