Director's Report


Alps Industries Ltd
BSE Code 530715 ISIN Demat INE093B01015 Book Value (₹) -204.73 NSE Symbol ALPSINDUS Div & Yield % 0 Market Cap ( Cr.) 9.19 P/E * 0 EPS * 0 Face Value (₹) 10
* Profit to Earning Ratio
* Earning Per Share

The Members,

Alps Industries Limited

Your Directors have pleasure in presenting the 51st Annual Report, together with the Audited Statements of Account of the Company for the financial year ended on 31st March, 2023 in terms of the Companies Act 2013 and rules & regulation made there under & Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. The Financial Statements have been prepared according to the relevant provisions of Companies (Indian Accounting Standards) Rules, 2015.

The Financial Performance of the Company, for the year ended March 31, 2023 is summarized below:

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended March 31, 2023 Year Ended March 31, 2022
Total Income 2022.64 30631.56
Operating Earnings/Losses before Financial (556.74) (1254.61)
Expenses, Depreciation & Amortization and
Tax
Finance Cost 5486.62 6052.52
Depreciation - 499.04
Profit/(Loss) Before Tax (6043.36) (7806.18)
Tax Expenses - 2.42
Profit/(Loss) After Tax (6043.36) (7808.60)
Exceptional Items - (663.22)
Surplus /(Deficit) of last year Add: (6043.36) (8471.82)
Surplus available for appropriation (81252.12) (75208.76)
Appropriations - -
Surplus/(Deficit) carried to Balance Sheet (81252.12) (75208.76)
Surplus available for appropriation - -

OPERATING SCENARIO

Your company is struggling to maintain the Revenue due to significant downfall in the operative assets of the company which has hampered the manufacturing operations of the company adversely in the current fiscal year. During the period under review your company has recorded a negative EBITDA of Rs. 556.74 Lakhs in comparison to negative EBITDA of Rs.1254.61 Lakhs in previous year mainly due to increased input costs as did not met the desired level of revenue. The PAT for the period is also negative at Rs. 6043.36 Lakhs in comparison to the previous year Negative PAT of Rs. 8471.82 Lakhs due to providing for Interest in terms of provisions of Ind AS.

FUTURE OUTLOOK TECHNICAL FRONT

Your company tried to reduce the cost of operations during the year but could not maintain the Revenue due to sale of manufacturing units by the lenders during last year. However company is trying to continue its business on the other model i.e. trading etc.

FINANCIAL RESTRUCTURING & STATUS OF UNITS OF THE COMPANY

During earlier year, the lenders having more than 83% of the secured debts of the Company revoked their consent to the DRS/settlement scheme circulated by erstwhile Hon ble BIFR, interalia containing the restructuring of the debts of the Company, which was partly implemented. The Company objected to the said revocation of consent being unjustified and beyond terms of the scheme and further submitted an offer for settlement. M/s Edelweiss Assets Reconstruction Company Ltd., (presently holding more than 99% of the total secured debt of the Company) (EARC), under the provisions of SARFAESI had auctioned secured operative properties, moveable and immovable, and have adjusted part of their dues with the realization made thereof. The Company is in discussion with EARC for settlement of its balance dues and Management of the Company expects to get the revised settlement/restructuring proposal approved from lenders and accordingly, the Company would be meeting its revised financial obligations. The board of directors of company decided to continue the operations of the company and maintain the status of company as "Going concern".

MEASURES TO REDUCE/CONTROL COST

During the year, your company have continuously tried to achieve the reduction in raw material cost by making different composition of mixing with optimum use of raw material, control waste generation to bare minimum and best use of work force with lowest Raw Material Cost and good quality of end product to fetch best price.

GOVERNMENT INITIATIVES- TEXTILE SECTOR

The Indian textile sector is set to benefit from the government s priorities outlined in the budget 2023. The budget indicates the government s commitment to enhancing the textile sector s competitiveness, employment opportunities, and exports. The government has set aside substantial funds for the textile industry, including allocation of funds for the production-linked incentive (PLI) scheme for textiles, the Indian Technical Textiles Mission, and for the National Technical Textiles Mission. These measures are expected to boost the sector s production and exports, as well as create more employment opportunities for people in the country. In addition, the government has announced several other initiatives to support the textile sector, including establishing mega textile parks, providing infrastructure development support, increasing support for the Handloom sector, and supporting the growth of the jute sector. The textile sector is a significant contributor to India s economy, and the government s focus on it in the 2023-24 budgets is expected to have a positive impact on the sector s growth and development. The government s commitment to the textile sector s development is also in line with its goal of making India a global manufacturing hub and boosting its exports.

DIVIDEND

Due to the operational losses suffered by the company, your directors do not propose any dividend for the current financial year.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 of the Companies Act, 2013, there was no unclaimed dividend, relating to the financial year 2021-2022, which was due for remittance during the financial year 2022-2023. Hence no amount due to be transferred to the Investor Education and Protection Fund established by the Central Government. Further in terms of Section 124 (6) of Companies Act, 2013 and the Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 there under and MCA Notification dated August 14, 2019, The unclaimed equity shares of the company, represented by the unclaimed/unpaid and lying in the Alps Industries Ltd. -Unclaimed Share Demat Physical Account of the company have been transferred to the Investor Education and Protection Fund Authority (IEPF) Authority. If any investors wish to claim their so transferred shares and unclaimed dividend, they have to comply provisions of section 124(6) of Companies Act, 2013 and the procedures specified under Rule 7 of the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016. The details of shares transferred to IEPF account can be visited at website of the company i.e. www.alpsindustries.com.

CHANGE OF REGISTERED & CORPORATE OFFICE

The Registered & Corporate Office of the Company have been shifted from 57/2 Site- IV Industrial Area, Ghaziabad, Uttar Pradesh- 201010 to Plot No. 15-B, G.T. Road, Chaudhary Morh, Ghaziabad-201001 w.e.f. 13th May, 2022. All the necessary Compliances in this regard have been completed.

STATUS & CHANGES OF INDEPENDENT DIRECTORS/ BOARD OF DIRECTORS

During the period under review, Mr. Prabhat Krishna, Mr. Pradyumn Kumar Lamba, Ms. Deepika Shergill, the Independent Directors, resigned as independent director w.e.f. 13.05.2022 due to reaching to completion of their final term shortly. To comply with the provisions of regulation 16, 17, regulation 25 under SEBI (LODR) Regulation 2015 and provisions of section 149, 152 of Companies Act, 2013 and rules made thereunder, company has appointed Mr. Arun Kumar Bhatter (DIN: 07957636), Mr. Vikas Lamba (DIN: 09573001), Mr. Arun Kumar Pal (DIN: 09576141) and Mrs. Shikha (DIN: 09573028) as independent directors w.e.f. 13.05.2022 . All have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their continuity of appointment as an Independent Director under the provisions of section 149 the Companies Act, 2013 as well as Regulations 16 & 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further in terms of Schedule V of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from 01.04.2019, a certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority of all directors as on March 31, 2023 is being Annexed. Further in terms of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and notification no. G.S.R. 804(E) dated 22nd October, 2019, all the Independent Directors of the company have made their registration with Indian Institute of Corporate Affairs (Institute) for a period of one year validity period during the year. Further the statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors, Mr. Arun Kumar Bhatter (DIN: 07957636), Mr. Arun Kumar Pal (DIN: 09576141), Mr. Vikas Lamba (DIN: 09573001) and Mrs. Shikha Rathi (DIN: 09573028), appointed during the year is included in the board report.

RISK MANAGEMENT PLAN

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Rules 2015, the Company has framed an effective Risk Management policy in order to analyze, control or mitigate risk. The board periodically reviews the risks and suggests steps to be taken to control the same. The same is reviewed quarterly by senior management and also by the Audit Committee of the Board.

In compliance of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to corporate governance, the company is not mandatorily required to constitute the Risk Management Committee but for its own betterment has formulated the Risk Management plan, as up dated from time to time. The company continues to recognize that the Enterprise Risk Management is an integral part of good management practice. In terms of Policy, the Company is committed for managing the risk in a manner appropriate to achieve its strategic objectives.

The Company will keep investors informed of material changes to the Company s risk profile through its periodic reporting obligations and ad hoc investor presentations. Accordingly the Company has framed procedures to inform members of Board of Directors about risk assessment and minimization procedures. The detailed policy can be viewed at the website of the company i.e., www.alpsindustries.com.

POLICY FOR DETERMINATION OF "MATERIALITY"

In terms of the provisions of Regulation 30 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed and up dated a policy for determination of "Materiality" and the Board of Directors has appointed the Company Secretary & Compliance Officer as the "Materiality Officer" to take care of the relevant compliances. The detailed policy can be viewed at the website of the company i.e., www.alpsindustries.com.

POLICY FOR PRESERVATION OF DOCUMENTS

In terms of the provisions of Regulation 9 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has framed a policy for preservation of documents. The detailed policy can be viewed at the website of the company i.e. www.alpsindustries.com.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company s

Code of Conduct. During the year under review, there were no complaints received under this mechanism. In terms of section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has established a Vigil Mechanism policy for the Directors and Employees to report genuine concerns in such manner as prescribed under Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and such a vigil mechanism has provided for adequate safeguards against victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee, in appropriate or exceptional cases, instances of unethical behavior, actual or suspected, fraud or violation of the company s code of conduct etc. The detailed policy can be viewed at the website of the company i.e., www.alpsindustries.com.

NOMINATION & REMUNERATION, EVALUATION, BOARD DIVERSITY P O L I C Y & FAMILIARIZATION PROGRAMME AND CRITERIA FOR MAKING PAYMENT FOR INDEPENDENT DIRECTORS

As mandated by the statutory provisions contained under section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination & Remuneration Committee of the Board has already formulated which is in force as on date. This policy contains guidelines on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company and Evaluation and Board Diversity policy for directors. This policy may be treated as a benchmark for determining the qualifications, positive attributes and independence of a Director, criteria for evaluation of Independent Directors and the Board, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

To provide insights into the Company to enable the Independent Directors to understand the Company s business in depth that would facilitate their active participation in managing the Company, familiarization Program have been formulated and introduced by the Company to simplify the understanding of various responsibilities and rights of the Independent Directors during the year under review. The SEBI vide Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017 has issued Guidance Note on Board Evaluation for all listed entities. It has been reviewed by the Board of Directors and noted the criteria for evaluation of Board as a Whole, Non Independent Directors and Independent Directors of the Company. Further in terms of SEBI circular SEBI/HO/CFD/CMD/CIR/P/2018/79 dated May 10, 2018 the Disclosures on Board Evaluation additional requirement like Observations of board evaluation carried out for the year, Previous year s observations and actions taken, and Proposed actions based on current year observations have been made part of policy. The board of directors of the company in their meeting held on 11.08.2022, which has been reviewed from time to time, has approved the revised policy on Board Evaluation and the same has been placed on the website of the company. The detailed updated policy and the Familiarization Program imparted to Independent Directors can be viewed at the website of the company i.e. www.alpsindustries.com.

In terms of Regulation 34 & 46 of and schedule V the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the criteria for making payment to the Non Executive Directors is being complied and is available at Company website www.alpsindustries.com.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

In terms of the requirement of Companies (Accounts) Amendment Rules 2016 dated March 24 2021 it is to be mentioned that there are no proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the company during the period. Further company has not entered into any One Time settlement (OTS) with any of its lending banks during the period.

RELATIONSHIP WITH INVESTORS

To have the participation by all the valued investors in the voting pattern for any proposal and in terms of the compliance of the Section 108 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014 made there under and in terms of Regulation 44(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has made arrangements for e-voting facility through which any investor can participate in the AGMs through e-voting and need not struggle to attend the meetings in person.

In view of the massive outbreak of the COVID-19 pandemic since previous years, pursuant to the Circular No. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 18/2020 dated 21.4.2020, 20/2020 dated May 05, 2020 and 22/2020 dated 15.6.2020 and Circular No. 02/2021 dated January 13, 2021 and General circular No. 02/2022 dated May 05, 2022 and further Circular No. 10/2022 dated 28.12.2022 issued by Ministry of Corporate Affairs and Rule 20(4)(v) of the Companies (Management and Administration) Rules 2014, due to massive outbreak of the COVID-19 pandemic since previous years to maintain the social distancing, issued by the Ministry of Corporate Affairs, physical attendance of the Members to the forthcoming AGM venue is not required. Hence, Members have to attend and participate in the ensuing AGM though VC/OAVM.

Further in terms of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 made thereunder, the Company has framed Stakeholder Relationship Committee which is fully committed and accountable to the valued investors, who have reposed the confidence in the company by investing their hard earned money in the company and supported the management in such a crucial time.

The relationship with the investors continues to be cordial. Your company s management is fully aware and dedicated for survival of the company and committed to take all efforts to resolve the investors' grievances received during the year to the satisfaction of the investors within a reasonable time. M/s Alankit Assignments Limited, the R & T Agent of the company, continued to extend their positive contribution to resolve the Investors' grievances efficiently and effectively, whenever they arose. By contribution from all concerned, the investor grievances have been resolved to the fullest satisfaction of investors. We sincerely place on record, the appreciation for our valued investors, who have contributed and reposed the confidence in the company at this difficult time. The management not only believes in legal compliance related to the investors, but also morally protects their interest, and treats them as part of Alps Group. In its endeavor to improve investor services, your Company has created an investor section, and designated exclusive E-Mail ID for the purpose of registering complaints by investors and necessary follow up action by the company / compliance officer in compliance with Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The e-mail ID is: investorsgreviences@alpsindustries.com.

HUMAN RESOURCES CONSOLIDATION OF MANPOWER

With unparallel support of the management as well employees, the company sailed through the tough time successfully retaining most of our key resources and clients. In-line with the national policy of gender equality and policy to restrict the sexual harassment, there has not been any case of sexual harassment reported. The company s concerns for welfare of its workforce continued during the year and accordingly Group pension/Accident Insurance policy/ESI policies were continued further as in the past. As was anticipated business operations as well as manpower have been drastically curtailed. It will be ensured that there is no Industrial dispute due to such scenario. During the year, with consistent review and efforts for optimization of available manpower resources, no. of employees was 7 as compare to 1334 last year, to achieve the cost reduction and optimum level matching with the present requirement of the company. However upon sale of all operative assets by the lenders of the company under the provisions of SARFAESI at the end of previous year, in view of non-existence of any manufacturing facility during the year, the company has reduced the its employees strength drastically.

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 and rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read the Companies (Particulars of Employees) Rules, 1975, duly amended by the Companies (Particulars of Employees) Rules, 1999 and further amended vide G.S.R. No. 289(E) dated March, 31, 2011, is not applicable to the company as none of the employee is drawing remuneration more than the limits prescribed/specified under the said Rules during the financial year 2022-23.

RE-APPOINTMENT OF NON-INDEPENDENT DIRECTORS BY ROTATION AND AS WHOLE TIME DIRECTOR

In terms of the provisions of Section 152 of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 & Article No. 106, 107 & 108 of the Articles of Association of the Company, Mr. Sandeep Agarwal (DIN: 00139439), Non Independent and Executive Promoter Director designated as Managing Director, recommended by the Nomination & Remuneration Committee and by the Board of Directors at their meeting held on May 09 2023 for re-appointment, who retires by rotation and eligible for re appointment and offer himself for reappointment, at the ensuing Annual General Meeting. The disclosures as required under the provisions of Companies Act 2013 Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to Corporate Governance Published elsewhere in the Annual Report.

Further in terms of Sections 196 and 197 read with Schedule V and all other applicable provisions, if any of the Companies Act, 2013 and recommendation of Nomination and Remuneration committee, the re-appointment of Mr. Pramod Kumar Rajput (DIN: 00597342) as Executive Director in terms of Sections 196 & 197 of Companies Act, 2013 and Schedule V, is proposed by way passing the special resolution in the ensuing Annual General Meeting for a further period of three years effective from July 28, 2024 to July 27, 2027

NUMBER OF BOARD MEETINGS

Minimum five prescheduled Board meetings are held every year. In case of any exigency/emergency, resolutions are passed by circulation. During the Financial Year 2022-23 the Board of Directors met five times on 13/05/2022, 30/05/2022, 11/08/2022, 14/11/2022 and 03/02/2023. The maximum gap between any two meetings was less than one hundred and twenty days, as stipulated under section 173 of Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards.

KEY MANAGERIAL PERSONEL

During the period under review as required under section 203 of the Companies Act, 2013 and applicable rules, Mr. Ashok Kumar Singhal, (President- Accounts & Finance) and Chief Financial officer of the company has been retired w.e.f April 1 2023, due to attaining the age of superannuation on personal grounds. However the Company is in the process of identifying or hiring new person for the vacant position in for compliance of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 203 of the Companies Act 2013. Except this there is no change in the Existing KMP s of the Company viz. Mr. Sandeep Agarwal, (Managing Director) and Mr. Ajay Gupta (Company Secretary & Asstt. Vice President -Legal). Hence they continued to be KMP s of the Company.

INTER CORPORATE LOANS, GUARANTEES AND INVESTMENTS

During the year under review company has not given any Inter Corporate Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

Due to net loss suffered by the company during the financial year 2021-22, in terms of the provisions under Section 135 of the Companies Act, 2013, the company was not required to make expenditure on the CSR activities in the financial year 2022-23. Your company has CSR Committee which had been constituted by the board of the company. The CSR Committee have framed a Corporate Social

Responsibility Policy (CSR Policy) duly approved by the Board at their meeting held on 12.8.2016, indicating the activities to be undertaken by the Company to fulfill the expectation of our Stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of the Company. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules 20I4, if required.

Due to losses in previous financial year i.e. 2021-22, the requirements for annexing the Statement of Annual Report on CSR Activities in terms of the provisions of section 135 and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable.

RELATED PARTY TRANSACTIONS

In terms of the Section 188 Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and further in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to the Corporate Governance, the company has formulated a Policy on Materiality of Related Party Transactions and the same is duly reviewed and updated from time to time as required and latest on August 11, 2022 at the meeting of Board of Directors. During the year under review the company has entered into related party transactions which are at the market prevailing prices and on arm s length basis and are in its ordinary course of business and in terms of IND AS 24. Hence there are no conflicts of interest and in compliance with the Policy on Materiality of Related Party Transactions. It is also hereby confirmed that the limit of Rs. 1.00 crore of per transaction as approved at the meeting of Board of directors held on May 30, 2022 has been adhered to during the year. Further in terms of the Section 188 of the Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules, 2014, during the year under review, company has not entered into related party transactions which are not at the prevailing market prices and on arm s length basis.

Hence there are no conflicts of interest of the company. Hence the requirement to annex the Form AOC-2 in the report does not arise.

DIRECTOR'S RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(5) of the Companies Act 2013, the Board confirms and submits the Directors' Responsibility Statement: ? In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ? The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; ? The directors had 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; ? The directors had prepared the annual accounts on a going concern basis; and ? The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively which means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information; ? The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

In terms of the provisions of section 197 of Companies Act, 2013, read the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, none of the employee is drawing remuneration more than the limits prescribed/specified under the said rules during the financial year 2022-23. In terms of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, the details of top ten employees drawing remuneration are enclosed as Annexure 1.

However Particulars of employees, under Section 197 of the Companies Act 2013 and applicable Rules made there under, having paid in excess of the remuneration to Whole Time Directors as on March 31, 2023 is not applicable as no remuneration has been paid to the any whole time directors of the company during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been given in the statement annexed as Annexure-II here to and forms part of this report.

COST AUDIT REPORT

In compliance with the Companies (Cost Records & Audit) Rules, 2014 published vide GSR No. 01(E) on December 31, 2014 issued by the Central Government in terms of the Powers conferred by Section 148, of the Companies Act, 2013, company had appointed M/s. Pramod Agarwal & Co. Cost Accountants Firm Regn. No. 104022 to submit the Cost Audit Report duly approved by the Board of Directors, to the Central Government, for the financial year ended on March 31, 2023 for the products which are specified in the Notification No. GSR No. 01(E) on December 31, 2014 and Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The Cost Audit report as issued by the M/s. Pramod Agarwal & Co., Cost Accountants being the cost auditors of the company for the financial year 2022-23 will be filed by the company within the due date.

COST AUDITORS

In terms of the Companies (Cost Records & Audit) Rules, 2014 published vide GSR No. 01(E) on December 31, 2014 issued by the Central Government in terms of the Powers conferred by Section 148, of the Companies Act, 2013, due to reduction of the turnover form the auditable product and over all of the company as per the previous audited financial statement, the cost audit is not mandatory during the next FY 23-24. Hence company has not recommended the appointment of any cost auditors for the next FY 2023-24.

STATUTORY AUDITORS

M/s. R.K. Govil & Co., Chartered Accountants, (Firm Registration No. 000748C) the Statutory Auditors of the Company, was reappointed under section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 for five years from the conclusion of the Forty Seventh Annual General Meeting until the conclusion of the Fifty Second Annual General Meeting i.e., from 01.04.2019 to 31.03.2024. The board of directors has approved the continuity of auditors for remaining one year, 2023-2024, at their meeting held on May 09 2023. In terms of the above section and as amended from time to time no further confirmation from the members of the company is required since the requirement of ratification by the shareholders have been withdrawn by MCA vide notification dated May 8, 2018. The company has received the eligibility certificates under Section 141 of the Companies Act, 2013 from the said auditors.

INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014, the Board of Directors at their meeting held on February 03, 2023 has approved the arrangement of in-house internal audit though the requisite qualified and experienced officials of the company to conduct the internal audit of the company for the financial year 2023-24.

DEPOSITS

During the year, your company has not raised any money by way of Deposits under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE DISCLOSURES

The Management Discussion and Analysis is given as an Annexure-III to this report and further the requirements of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on the Corporate Governance practices followed by the Company and the Statutory Auditors' Certificate on Compliance of mandatory requirements as Annexure-IV along with the non mandatory information under corporate governance is annexed as part II of Corporate Governance Report. It has always been the endeavor of your company to practice transparency in its management and disclose all requisite information to keep the public well informed of all material developments.

SECRETARIAL AUDIT REPORT

In terms of the Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on August 11, 2022, company has appointed M/s. Umesh Kumar & Associates, Company Secretaries New Delhi to provide the Secretarial Audit Report for the Financial Year ended on March 31, 2023. In compliance of aforesaid requirement, they have provided the Secretarial Audit Report which has been annexed with Board report as Annexure V and the Secretarial Audit Report of the Material Indian Subsidiary company i.e., Alps Energy Private Limited is being annexed in the annual report elsewhere. Further in terms of SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 the Annual Secretarial Compliance Report for the financial year 2022-23 has been submitted to Stock Exchanges. Further the Board of directors of the company will appoint the Secretarial Auditor for the next Financial Year ending on March 31, 2024 in due course of time.

ABSTRACT OF THE ANNUAL RETURN

In terms of amended section 92 of the Companies Act 2013, and as amended vide Companies (Amendment) Act 2017 and further vide notification dated May 7, 2018, the extract of the Annual Report as on it stood as on March 31, 2023 being attached with the Directors Report as Annexure VI.

STATUS OF HOLDINGS IN SUBSIDIARY COMPANIES

As per Section 2(87) of the Companies Act, 2013, as amended vide Notification No. S.O. 1833(E) dated 8th May, 2018, M/s. Alps Energy Pvt. Ltd. remains to be the Subsidiary company of the Alps Industries Ltd. by way of controlling the voting powers to the extent of 69.75% in its aggregate voting powers of the aforesaid company. In terms of Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Vikas Lamba (DIN: 09573001), Independent & Non-Executive

Director of the Company continues to be representative director in the aforesaid Indian "Material subsidiary" company i.e. M/s. Alps Energy Pvt. Ltd. and M/s Alps USA Inc, being "Material subsidiary" in terms of Regulation 24 of the amended SEBI Circular SEBI/LAD-NRO/GN/2015-16/013 dated 2.9.2015. The Board of Directors, at their meeting held on May 09, 2023, has approved to sell/dispose-off the idle long term investment being 13,400 Equity Shares of a face value of Rs. 10 each of Kay Power & Paper Ltd. in the open market at the market prevailing price of the stock exchanges to improve the cash flow and in the best interest of the company.

FINANCIAL STATEMENTS/ PERFORMANCE OF SUBSIDIARY COMPANIES

The company continued to have two subsidiaries at the end of the financial year viz; M/s. Alps USA Inc. incorporated in USA and M/s. Alps Energy Pvt. Ltd incorporated in India. As required under Section 129(3) of the Companies Act, 2013 and applicable rules, the Financial Statements of these Subsidiary Companies are being annexed along with the separate statement containing the salient features of the financial statement of its subsidiaries and associate companies in terms of Rule 5 of Companies (Accounts) Rules, 2014.

Further in terms of the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014 regarding the report on the highlights of performance of subsidiaries and their contribution to the overall performance of the company during the period under report in the prescribed Form AOC -1, is enclosed as Annexure-VII in the Annual report.

AUDITORS OBSERVATIONS

Observations in the Auditors' Report are dealt within Notes to Accounts at appropriate places and being self-explanatory, need no further explanations With regard to Audit qualifications for the year under review, as per the requirement under Regulation 33 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, and further amended by SEBI Notification No. SEBI/LAD-NRO/GN/2016-17/001 dated May 25, 2016 and as amended on May 9, 2018 and Circular No. CIR/CFD/CMD/56/2016 dated May 27, 2016 issued by the Securities and Exchange Board of India (SEBI), the Statement on Impact of Audit Qualifications signed by Managing Director/ Chairman of the Audit Committee and Auditors have been submitted with stock exchanges and forming the part of Annual Report.

GENERAL DISCLOSURES

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Companies Act 2013. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company s operations in future.

6. In terms of section 143 (12) of the Companies Act, 2013 it is hereby confirmed that there are no frauds reported by auditors other than those which are reportable to the Central Government. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGMENT

Your directors take this opportunity to thank the Banks, ARCs, Reserve Bank of India, Central and State Governments Authorities, Regulatory Authorities, Securities Exchange Board of India, Stock Exchanges, Stakeholders, Customers and Vendors for their continued support and co-operation, and also thank them for the trust reposed in the Management. The Directors place on record their appreciation for the efficient and loyal services rendered by the Staff and workmen, also acknowledge the help, support and guidance from the various Statutory Bodies, Government and Semi-Government Organizations and thank for customers, suppliers, investors for their continues support during the year.

For and on behalf of the Board of Alps Industries Limited

Place: Ghaziabad (Pramod Kumar Rajput) (Sandeep Agarwal)
Date: May 09 2023 Executive Director Managing Director
(DIN: 00597342) (DIN: 00139439)