Director's Report


Alphalogic Techsys Ltd
BSE Code 542770 ISIN Demat INE08E401029 Book Value (₹) 8.01 NSE Symbol N.A Div & Yield % 0 Market Cap ( Cr.) 270.42 P/E * 108.38 EPS * 0.71 Face Value (₹) 5
* Profit to Earning Ratio
* Earning Per Share

Dear Shareholders,

We are delighted to present the Fourth Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2022.

1. FINANCIAL RESULTS

The performance of the Company for the financial year 2021-22 is summarized below:

Particulars

Standalone

Consolidated

As on 31st 2022 March 2021 As on 31st 2022 March 2021
Revenue from Operations and Other Income 485.90 307.60 1414.10 676.23
Profit/ (Loss) before depreciation and tax 230 86.89 276.34 100.37
Less: - Depreciation 3.10 3.57 4.19 3.66
Profit/ (Loss) Before Tax 226.90 83.32 272.15 96.71
Less: - Tax Expenses for Current Year 54.00 24.13 64.89 26.78
Less: - Deferred Tax (0.30) (0.10) 0.23 (0.05)
Profit after Tax 173.20 59.30 207.03 69.41
Profit / (Loss) Carried to Balance Sheet 124.89 59.30 206.45 69.41
Earning per share (EPS)
Basic 0.83 2.14 1.00 0.33
Diluted 0.83 2.14 1.00 0.33

OPERATIONS Standalone and Consolidated

During the year under review, Revenue from Operations and Other Income of the Company stood at Rs. 485.90 Lacs on Standalone basis in comparison to Rs. 307.60 Lacs in the previous year, showing an increase in business activities of the Company.

The Profit before tax has increased by Rs. 143.58 Lacs showing Rs. 226.90 Lacs in current year, which leads to an increase in profit after tax of Rs. 113.91 Lacs showing Net Profit of Rs. 124.89 Lacs.

During the year under review, Revenue from Operations and Other Income of the Company stood at Rs. 1414.10 Lacs on Consolidated basis, and Profit before tax was Rs. 272.15 Lacs in current year, which leads to a profit after tax of Rs. 207.03 Lacs.

The upward trend and promising figures witnesses that even after Covid -19 impact on the business of the Company, the entity is set to move ahead and establishing and gaining the business again.

2. DIVIDEND

The company is planning to venture into and is setting up Industrial unit for manufacturing of 150 KLPD Ethanol Product, DDGS and other allied products at Chandrapur (Tadali) Growth Centre, MIDC Chandrapur. the company will require huge Investments and therefore, looking at the availability of investment opportunities within the company itself, your board decided not to recommend dividend to the shareholders for the financial year ended 31st March 2022.

3. AMOUNT TRANSFERRED TO RESERVE

The company has not transferred any amount to any specific reserve fund during the financial year under review.

4. CHANGE IN NATURE OF BUSINESS

There was no change in nature of Business of the Company during the year under review.

5. 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, However, company has taken loan from Directors of the company with due compliance of declaration as required pursuant to Companies (Acceptance of Deposits) Rules, 2014. The company has accepted unsecured loan from its directors and their relatives, details of which is given hereunder:

Sr. No Name of Director/Relative of Director Category Amount as on 31.03.2022
1. Mr. Anshu Subhash Goel Director 43,61,026
2. Ms. Neha Anshu Goel Director 19,92,039
3. Mr. Vedant Goel Director 5,82,952
Total 69,36,017

6. SHARE CAPITAL

During the year under review, the authorized share capital of the company has increased from Rs. 1,20,00,000/- divided into 12,00,000 equity shares of Rs. 10 each to Rs. 10,40,00,000/- divided into 1,04,00,000/- equity shares of Rs. 10 each on 30th July, 2021. The Company has made bonus issue of equity share capital in the ratio of 27:10 and has allotted 74,95,119 equity shares of Rs. 10 each amounting to Rs. 7,49,51,190/- (post issue paid up Rs. 10,27,10,890/-) on 11th August, 2021. Further, company has subdivided its equity shares from 01 share of face value Rs.10/- each into 02 shares of face value Rs.05/- each w.e.f. 23rd September, 2021.

The company raised further share capital by way of preferential allotment of 20,31,000 equity shares of Rs. 05/- each at a premium of Rs. 24.55/- (post issue paid up Rs. 11,28,65,890/-) which were allotted on 14th February, 2022. The Total Paid-up Equity Share Capital of the Company as on 31st March 2022 stood at Rs. 11,28,65,890/-. The Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31st March 2022, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

7. UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT

The company had raised funds amounting to Rs. 6,00,16,050 (Rupees Six Crore Sixteen thousand and Fifty Only) by way of issue of 20,31,000 Equity shares of Face Value Rs.05/- (Rupees Five Only) each fully paid up by way of Preferential allotment on a Private Placement basis on 14th February 2022. This issue was approved by the shareholders in the EGM held on 11th January 2022. The funds have been utilized to the full extent by the company and there was no deviation or variations from the purpose mentioned, in the utilization of such funds.

8. HUMAN RESOURCE & EMPLOYEES RELATIONS

Employee’s 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.

9. CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Alphalogic, our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. During the year under review the company has migrated its share capital from Start-up Segment of the SME Platform on BSE Limited to Main Board of BSE Limited w.e.f. 16th December, 2021. The detailed Corporate Governance Report form a part of this Board Report as “Annexure G”.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is annexed and marked as “Annexure F”.

11. 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, 2022; 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 so as 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.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Retirement by Rotation

Mr. Vedant Goel, Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible, offer himself for re-appointment. The Board recommends his reappointment. b) Change in Directors

During the year under review, Mr. Vedant Goel having DIN: 08290832 was re-designated as Non- Executive Director of the company w.e.f. 28th June, 2021 and Mrs. Neha Goel having DIN: 08290823 was redesignated from Non-Executive Director to Executive Director w.e.f. 17th December, 2021. Mr. Dhananjay Goel has resigned from the directorship of company w.e.f. 17th December, 2021 and Mr. Amar Raykantiwar, having DIN: 09438320 was appointed as Additional Independent Director w.e.f. 17th December, 2021 to hold office till the ensuing Annual General Meeting of the company. c) 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/reappointment of Directors are mentioned in the Notice of the Annual General Meeting. d) Appointment of Company Secretary

During the Year under review, Mr. Prashal Pandey having has resigned as Company Secretary and Compliance Officer of the Company w.e.f. 23rd March, 2022 and Ms. Suruchi Maheshwari was appointed as Company Secretary w.e.f. 24th March, 2022.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

During the year under review the below mentioned changes took place for the following Subsidiaries of the company

S.No. Particulars Status
1. Alphalogic Industries Limited Subsidiary Company
(Formerly known as Alphalogic
Trademart Limited) Status of the company has changed from Wholly Owned Subsidiary to Subsidiary company w.e.f. 10th March, 2022 due to Rights issue of equity shares by Alphalogic Industries Limited to two other shareholders holding 49 percent of the share capital, hence the company holds 51 percent of shareholding of Alphalogic Industries Limited w.e.f. 10th March, 2022.
2. Faraday Digital Inc Subsidiary Company
{Formerly known as Skillbit Software Inc.
(USA)} Status of the company has changed from Wholly Owned Subsidiary to Subsidiary company due to allotment of common equity shares to one other shareholder who holds 49 percent of the total share capital of Faraday Digital Inc. Hence, the company holds 51 percent of shareholding of Faraday Digital Inc w.e.f. 16th March, 2022.

During the year under review the company has no joint ventures or Associate Companies except the subsidiaries formed in the F.Y. 2020-21 with the objective of enhancing and diversifying Company’s business to different economic sectors providing large customer base, over the years to come. The consolidated statement of account for the financial year ended 31.03.2022 in form of AOC-1 has been attached as “Annexure A” to the Director’s Report.

14. NUMBER OF MEETINGS OF THE BOARD

Eight Meetings of the Board of Directors were held during the financial year 2021-22 on 28th June, 2021, 15th July, 2021, 11th August, 2021, 13th November, 2021, 17th December, 2021, 05th January, 2022, 14th February, 2022 and 23rd March, 2022. Other details in this respect are also given in a separate section under Corporate Governance Report annexed to the Board Report.

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 March 26th, 2022 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, content 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.

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. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.

18. COMMITTEES OF THE BOARD

As on March 31, 2022, 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 meeting held on June 24, 2019 constituted an Audit Committee in compliance with the provision of Section 177 of Companies Act, 2013.

S. No. DIN/ PAN Name of Director/ KMP Designation No. of Meetings Attended
1. 00312962 Mr. Pawan Bansal Independent Director/ Chairman 04
2. 08197194 Mr. Rohan Kishor Wekhande Independent Director/ Member 04
Managing Director/
3. 08290775 Mr. Anshu Goel Member 04

During the year under review, 4 (Four) meetings of the Audit Committee were held on 28th June 2021, 11th August 2021, 13th November 2021 and 14th February, 2022.

B. Composition of Nomination and Remuneration Committee

The Board of Directors in its meeting held on June 24, 2019 constituted a Nomination and Remuneration Committee in compliance with the provision of Section 178 of Companies Act, 2013. The composition of the same was changed on 14th February, 2022 as follows: -

S. No DIN/ PAN Name of Director/ KMP Designation No. of Meetings Attended
1. 00312962 Mr. Pawan Bansal Independent Director/ Chairman 03
2. 08197194 Mr. Rohan Kishor Wekhande Independent Director/ Member 03
3. 08290823 Ms. Neha Anshu Goel (resigned w.e.f. 14.02.2022) Director/Member 02
4 08290832 Mr. Vedant Goel (w.e.f. 14.02.2022) Director/Member 01

During the year under review, 3 (Three) meetings of the Nomination and Remuneration Committee were held on 28th June, 2021, 17th December, 2021 and 23rd March, 2022.

C. Composition of Stakeholders Relationship Committee

The Board of Directors in its meetings held on June 24, 2019 constituted a Stakeholders Relationship Committee in compliance with the provision of Section 178 of Companies Act, 2013.

S. No. DIN/ PAN Name of Director/ KMP Designation No. of Meetings Attended
1. 00312962 Mr. Pawan Bansal Independent Director/ Chairman 01
2. 08197194 Mr. Rohan Kishor Wekhande Independent Director/Member 01
3. 08290798 Mr. Dhananjay Goel (resigned w.e.f. 17.12.2021) Director/Member 01
4. 08290775 Mr. Anshu Goel (w.e.f.17.12.2021) MD/ Member NA

During the year under review, 1 (One) meeting of the Stakeholder Relationship Committee was held on 13th November, 2021.

D. Composition of Management Committee

The Board of Directors in its meetings held on April 01, 2020 constituted a Management Committee in compliance with the provision of Section 179 of Companies Act, 2013.

S. No. DIN/ PAN Name of Director/ KMP Designation No. of Meetings Attended
1. 08290775 Mr. Anshu Goel Managing Director, /Member 02
2. 08197194 Mr. Rohan Kishor Wekhande Independent Director/Member 02
3. 08290823 Ms. Neha Anshu Goel Director/Chairperson 02

During the year under review, 2 (Two) meetings of the Management Committee was held on 28th June, 2021 and 23rd September 2021.

19. INTERNAL FINANCIAL CONTROLS

Your Company has appointed Mr. Lakshya Chamaria as its Internal Auditor. 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.

20. 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.

21. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year 2021-22 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. All Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise, and the Board. The transactions entered into by the company are audited. The Company has developed a Policy on dealing with Related Party Transactions. 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 B” to the Board report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: https://www.alphalogicinc.com/.

22. MATERIAL CHANGES AND COMMITMENT BETWEEN THE END OF FINANCIAL YEAR AND DATE

OF THE BOARD REPORT

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 relate and the date of this report.

23. 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. During the year under review, the foreign exchange earnings were Rs. 62,76,431.24/- (Previous Year Rs. 88,58,000/-) from IT Services and outgo was Rs. 12,985.46/- (previous year Rs. 2,888/-).

24. 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 D” forming part of this report.

25. 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 website of the company at www.alphalogicinc.com and the salient features of the same appended as “Annexure C” forming part of this report.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company’s website at https://www.alphalogicinc.com/.

27. RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Board of the Company has formed a Risk Management Policy for the Company to identify elements of risk and monitor the Risk and establish control.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

29. AUDITORS & AUDITORS’ REPORT

The Company has Appointed M/s. Patki & Soman, Chartered Accountants, (FRN: 107830W) as Statutory auditor of the company to hold office from the conclusion of 01st Annual General Meeting (AGM) till the conclusion of the Sixth Annual General Meeting to be held in the year 2024. The Company has received a certificate of eligibility from the statutory auditors in accordance with the provisions of Section 141 of the Act. There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended. Further, the notes referred to by the Auditors in their Report are self-explanatory and hence do not require any explanation.

30. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, 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.

31. SECRETARIAL AUDIT

Pursuant to the ICSI Guidelines with respect to certification and audit applicable on the company and provisions of Section 204 of the Companies Act, 2013, Rules made thereunder, the Company has appointed CS Sudhanshu Panigrahi, Practicing Company Secretary being eligible and peer reviewed to undertake the Secretarial Audit and other listing certifications of the Company from the financial year 2021-22. The Secretarial Audit Report for the financial year 2021-22 is annexed herewith as “Annexure E” forming part of this report.

32. 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.

33. ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the company is provided on the website of the company at www.alphalogicinc.com.

34. 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.

35. 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.

36. 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.

37. 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.

For and on Behalf of Board of Directors
ALPHALOGIC TECHSYS LIMITED
Date: 03-August-2022 Anshu Goel Neha Goel
Place: Pune Managing Director Director
DIN: 08290775 DIN: 08290823