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
Employees 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 Companys 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 Directors 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 Companys 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 Arms 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 Companys 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
Companys 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 Boards 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 companys 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 |
|