The Members,
Ashok Alco-Chem Limited
Your Directors are pleased to present their 31st Annual Report together with
the Audited Financial Statements of your Company for the year ended 31st March,
2023. The section on the Management Discussion and Analysis (MD&A) forms a part of
this report.
FINANCIAL RESULTS
The following figures summaries the financial performance of your Company during the
year under review:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Income from Operations |
1,352.47 |
772.83 |
2,771.90 |
1,717.91 |
Other Income |
462.81 |
284.96 |
438.81 |
339.58 |
Total Income |
1,815.28 |
1,057.99 |
3,210.71 |
2,057.49 |
Less : Total Expenditure |
1,560.72 |
1,084.82 |
2,826.09 |
1,921.38 |
Profit/(Loss) before Interest, Depreciation and Tax |
254.57 |
(27.03) |
384.62 |
136.11 |
Less : Finance Cost |
0.01 |
0.11 |
16.25 |
31.27 |
Profit/(Loss) before Depreciation and Tax |
254.56 |
(27.14) |
368.37 |
104.84 |
Less : Depreciation |
3.53 |
6.12 |
84.22 |
63.19 |
Profit/(Loss)before Tax |
251.03 |
(33.26) |
284.15 |
41.65 |
Less : Tax Expenses |
|
|
|
|
Current Tax |
32.18 |
- |
56.22 |
30.00 |
Deferred Tax |
28.09 |
56.16 |
0.10 |
(30.62) |
Tax adjustment earlier year |
(0.27) |
(67.48) |
2.42 |
(67.55) |
Profit/(Loss)for the year |
191.03 |
(21.94) |
225.41 |
109.82 |
Add: Other Comprehensive Income |
|
|
|
|
i. Re-measurement gain/(loss) on the Defined Benefit Plans |
0.01 |
0.67 |
(3.27) |
0.48 |
ii. Income tax on (i) above |
- |
(0.17) |
0.82 |
(0.12) |
Total Comprehensive Income for the year |
191.04 |
(21.43) |
222.96 |
110.18 |
OVERVIEW OF THE FINANCIAL PERFORMANCE
At Standalone level, the Income from Operation stood at Rs. 1,352.47 Lakhs during the
FY 2022-23 as against Rs. 772.83 Lakhs in previous financial year. The Other income for
the FY 2022-23 stood at Rs. 462.81 Lakhs as against Rs. 284.96 Lakhs in previous financial
year. The Company reported Net Profit after Tax of Rs. 191.03 Lakhs for FY 2022-23 as
against Net Loss after Tax of Rs. (21.43) Lakhs in previous financial year.
At Consolidated level, the total income from operations stood at Rs. 2,771.90 Lakhs as
against Rs. 1,717.91 Lakhs for the previous Financial Year ended 31st March,
2022 and that total expenses stood at Rs. 2,926.56 Lakhs which resulted into profit of Rs.
284.15 Lakhs before exceptional items and tax.
At present your Company is doing its existing line business to the optimum use of its
resources and is taking the effort to expand its Subsidiaries Operations.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE
OF THE COMPANY
Aeonx Digital Solutions Pvt. Ltd., Wholly Owned Subsidiary, has played a pivotal role
in driving Ashok Alco-Chem Limited's growth during the financial year 2022-2023. The
company has exhibited commendable performance, contributing significantly to our overall
results. Aeonx Digital Solutions has successfully leveraged its expertise in digital
technology to enhance customer experiences and optimize internal operations. The
subsidiary's innovative solutions have enabled us to gain a competitive edge in the market
and stay ahead of industry trends. For the year under review, the Company has registered a
total revenue of Rs. 1,063.81 Lakhs which is appx. 40% increase in revenue from operations
of the subsidiary as compared to previous financial year. The Company has reported Net
Profit of Rs. 56.12 Lakhs for the Year.
Aeon Procare Pvt. Ltd., Wholly Owned Subsidiary, are now exporting materials to 12
different countries and further looking to increase its global footprint in the coming
years. The Company is currently catering to customers from pharma, animal feed and
cosmetics industries. With increasing water pollution and tightening norms for sewage
disposal, market for water treatment media holds potential, R&D team is exploring the
possibility to develop minerals-based water treatment media for removal of various heavy
metals from drinking and waste water. There was appx. 20% increase in revenue from
operations of the Company as compared to previous financial year and stood at Rs. 403.33
Lakhs. But due to increase in overheads, the Company reported Net Loss of Rs. (21.73)
Lakhs during the year. R&D team is working extensively to develop a portfolio of
mineral based rheology modifiers that finds application in cosmetics and pharma and Aeon
is making satisfactory progress in this direction.
DIVIDEND
Considering the performance of the Company and to appropriately reward the Members of
the Company, your Directors are pleased to recommend a dividend of Rs. 1.00/- (i.e. 10%)
per equity share of Rs. 10/- each for the financial year ended 31st March,
2023. This dividend is subject to the approval of the Members at the ensuing Annual
General Meeting and if declared, Members whose names appear on the Register of Members on
record date i.e. Friday, 15th September, 2023 will be entitled to dividend.
In the previous year the Company paid a dividend of Re. 0.5/- per equity share (i.e.
5%) of Rs. 10/- each ofthe Company.
TRANSFER TO GENERAL RESERVES
Your Directors do not propose transfer of any sum to the general reserves.
SHARE CAPITAL
During the financial year 2022-23, there is no change in the authorized, issued,
subscribed and paid-up share capital of the
Company. As on 31st March, 2023, the Company is having authorized share
capital of Rs.7,00,00,000/- comprising of 50,00,000 equity shares of Rs 10/- each and
20,00,000 11% preference shares of Rs 10/- each.
The issued, subscribed and paid-up equity share capital of the Company as on 31st
March, 2023 is Rs. 4,60,03,430/- comprising of 46,00,343 equity shares ofRs. 10/- each.
During the year under review, the Company has not issued shares with differential
rights as to dividend, voting or otherwise or bought back any of its securities. The
Company has not issued any sweat equity/bonus shares/employee stock option plan, under any
scheme.
HOLDING COMPANY
Aura Alkalies and Chemicals Private Limited continues to be Holding Company of the
Company by holding 25,18,632 Equity Shares ofthe Company i.e. 54.75%, at the end ofthe
financial year 31st March, 2023.
SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY
As on date, your Company is a holding company ofAeonx Digital Solutions Private Limited
and Aeon Procare Private Limited.
Your Company does not have any Associate or Joint Venture Companies within the meaning
of Section 2(6) ofthe Act.
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient
features of the financial statements of the Company's subsidiary in Form AOC-1 is attached
to the financial statements ofthe Company.
Further, pursuant to the provisions of Section 136 of the Act, the audited standalone
and consolidated financial statements and other relevant documents and audited accounts of
the said subsidiary company, are available on the website of the Company at
http://www.ashokalcochem.com/InvestorUpdate
PROMOTERS
There has change in the shares of the Company under the "Promoter and Promoter
Group" for the year ended 31st March, 2023. Pursuant to the completion of
mandated open offer and acquisition of shares of Aura Alkalies and Chemicals Private
Limited (Holding Company) and resolution passed in the Annual General Meeting of the
Company held on 15th September, 2022, Mr. Manan Shah has been re-classified as
Promoter of the Company. Further, Company had applied for reclassification of Promoter Mr.
Sunil Shah & M/s. HK Dealers Private Limited to re-classify as "Public
Category". The BSE Ltd. has approved the reclassification application on 1
"February, 2023. The present promoters ofthe Company are
Sr. No. |
Name |
No. of Shares held |
% to total paid up capital |
1. |
Mr. Manan Shah |
685 |
0.015 |
2. |
Aura Alkalies and Chemicals Private Limited |
25,18,632 |
54.75 |
|
Total Promoters' Holding |
25,19,317 |
54.76 |
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of your Company, Mr. Manan Shah (DIN : 06378095), retires by
rotation at the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment.
The details as required under the provisions of the Companies Act and Listing
Regulations are provided in the Notice convening the ensuing Annual General Meeting.
Appointment/Re-Appointment of Director
Mrs. Hina Shah was re-appointed as Non-Executive, Independent Woman Director of the
Company for the period of 3 (Three) years w.e.f 11th February, 2022 and her
appointment was regularized in the Extra-Ordinary General Meeting of the Company which was
held on 10*1 May, 2022.
The Board is of the opinion that the Independent Directors appointed during the year
under review are person(s) of integrity and possess core skills/expertise/competencies
(including the proficiency) as identified by the Board of Directors as required in the
context of Company's business(es) and sector(s) for the Company to function effectively.
Independent Directors
The following Non-Executive Directors are Independent Directors in terms of the
provisions of section 149(6) of the Act read with the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
"Listing Regulations").
a) Mr. Manoj Ganatra
b) Mr. Shekhaar Shetty
c) Mrs. Hina Shah
d) Mr. Ketan Shrimankar
The said Independent Directors are not liable to retire by rotation. The Company has
received declarations from all the Independent Directors confirming that:- they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations and are independent from the management and there has
been no change in the circumstances which may affect their status as independent director
during the year.
- they have registered their names in the Independent Directors' Databank.
Non-Executive Directors
The Non-Executive Directors were not paid any remuneration other than the sitting fees
and reimbursement of expenses incurred by them for the purpose of attending meetings of
the Company.
Key Managerial Personnel (KMP)
In terms ofthe provisions of Section 2(51) and Section 203 ofthe Companies Act, the
following are the KMP ofthe Company:
a) Mr. Deepak Bhardwaj - Chief Executive Officer
b) Mr. Jitendra Kumar Jain - Chief Financial Officer
c) Mr. Krupal Upadhyay - Company Secretary & Compliance Officer
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met four times during the financial year 2022-23
viz. on 26* May, 2022, 12*1 August, 2022, 11th November, 2022, and
14th February, 2023. The details of attendance of respective directors are
given in the Corporate Governance Report. The intervening gap between the two meetings was
within the period prescribed under the Companies Act and Regulation 17 ofthe Listing
Regulations.
BOARD COMMITTEES
As per the applicable provisions of the Act and the Listing Regulations, the Company
has formed the following statutory committees.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders Relationship Committee.
Detailed information of all the Committees and relevant information for the year under
review are set out in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of the Act and the Part D of Schedule II of Listing
Regulations, the Company has formed and implemented Nomination and Remuneration Policy and
the same is available on the Company's website at www.ashokalcochem.com/InvestorUpdate.html
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes.
The Company's familiarization programme for Independent Directors is posted on the
Company's website at www.ashokalcochem.com/InvestorUpdate.html
BOARD EVALUATION
Pursuant to the provisions ofthe Act and the Listing Regulations, annual performance
evaluation ofthe Board, its Committee and of individual Directors has been made.
The manner, in which the evaluation has been carried out, forms part ofthe Corporate
Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) ofthe Act, your Company's
Directors, based on the representations received from the management, confirm that:
a. the applicable Accounting Standards have been followed in the preparation of the
annual accounts along with the proper explanation relating to material departures, if any;
b. they 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 the financial year and the profit and
loss ofthe Company for that period;
c. they 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;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS Cautionary Statement
Statements made under this section describing the Company's projections, estimates and
expectations may be "forward-looking statements" within the meaning of
applicable securities laws and regulations. Important factors that could make a difference
to the Company operations include, among others, economic conditions affecting
demand/supply and price conditions in the domestic and overseas markets in which the
Company operates, changes in government regulations, tax laws and other statutes and
incidental factors. The information provided in Economy Outlook and Industry Scenario
Outlook section is based on our internal study, which is not prejudice.
Although the expectations are based on reasonable assumptions, the actual results might
differ.
Economy Outlook
The National Statistical Office's (NSO's) data release indicates that the Indian
economy is intrinsically better positioned than many parts of the markets wager, India has
emerged from the pandemic years stronger than initially thought, with a steady gathering
of momentum since the second quarter ofthe current financial year.
International Monetary Fund estimates India to be one of the top two fast-growing
significant economies in 2022. Despite strong global headwinds and tighter domestic
monetary policy, India is still expected to grow between 6.5 and 7.0 per cent and that too
without the advantage of a base effect, it is a reflection of India's underlying economic
resilience; of its ability to recoup, renew and re-energize the growth drivers ofthe
economy.
Industry Scenario Outlook
In general, Mining Industry is performing well. Barring weakness in Europe because of
Macro Economic factors and Russia- Ukraine war affecting them, overall demand for the
Company's product continues to persist. India has emerged as the 5th largest Economy in
the World. It is also projected that India will become 20 trillion USD Economy by 2047, if
it manages to achieve a sustained growth of 7 to 7.5 percent over the next 25 years. India
is most populous country in the world with demographics of young people. All these have
led and leading to increased demand for products and services of your Company and to meet
the same, your Company has taken several steps.
Mining is an essential industry that will provide key materials needed for the
country's infrastructure development. Mining is one of the core sectors and growth driver
of Indian economy. Demand from the major sectors such as infrastructure, construction,
renewables and automobile, Oil refinery, etc. is expected to be strong. Your Company
focuses on businesses like trading of minerals, mineral based pharmaceutical intermediates
and information technology services through its subsidiaries.
The industry landscape in which Aeonx Digital Solutions Pvt. Ltd. (Aeonx) operates has
witnessed notable changes during the financial year 2022-2023. While there has been an
overall economic recovery, certain segments have experienced fluctuations due to global
market dynamics, regulatory changes, and emerging technologies. The manufacturing sector,
in which Aeonx primarily operate, has seen steady demand for digital transformation, but
there are indications of increased competition. However, the growing emphasis on
sustainable practices and products / services presents new opportunities for innovation
and market expansion.
Pharma and cosmetic industry will continue to remain major focus area of Aeon Procare
Pvt. Ltd. (Aeon), nonetheless Aeon will keep exploring other application areas for the
mineral and clays-based products that Aeon are dealing into. Food Industry is doing pretty
well and we are also trying to increase our presence with food companies through food
grade calcium carbonate and through directly compress calcium carbonate in Pharma
Companies.
Segment-wise Performance
Segment wise Performance ofthe Company is provided above and included in the
performance of subsidiaries ofthe Company. Opportunities, Threats, Risks and Concerns
The Company is looking out to augment its Mineral Trading activity but volatile market
scenario and war like situation, has affected the supply chain. Nevertheless, the Company
will continue to pursue Mineral trading opportunities which is within the spear of its
competencies.
As our products are naturally obtained from different mines, heavy metals are naturally
present in different quantity, tightening regulations around heavy metals limit per ppm
poses a challenge for qualification and approval in few regulated countries.
However, to tackle this challenge are sourcing team is always on the lookout for raw
material sources from which we get desirable quality material.
Financial Performance
Financial performance achieved by your Company, during the year under review, is as
disclosed in this Report under the head "Financial Results" and "Overview
ofthe Financial Performance".
Internal Control Systems and Adequacy
Your Company has a well-placed, suitable and adequate internal control system,
commensurate with the size, scale and complexity of its operations which ensure;
- Reliable and accurate financial reporting
- Keeping constant check on cost structure
- Prevention and detection of the frauds and errors
- Assurance of orderly and efficient conduct of operations
- Safeguarding of assets
The Company is committed to good corporate governance practices and facilitates timely
detection of any irregularities and early remedial steps against factors such as loss from
unauthorized use and disposition. Company policies, guidelines and procedures provide for
adequate checks and balances which are meant to ensure that all transactions are
authorized, recorded and reported correctly. The internal controls are continuously
assessed and improved/modified to meet changes in business conditions, statutory and
accounting requirements.
Statutory Auditors of the Company has audited the financial statements included in this
annual report and has issued report on our internal control over financial reporting (as
defined in section 143 ofthe Act.)
The Internal Auditors monitor and evaluate the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the Internal Auditors
reports, the process owners undertake corrective actions in their respective areas and
strengthen the area of controls.
Every quarter the Audit Committee ofthe Board of Directors oversight the activities
which mainly include:
- Reviewing the significant audit observations, the corrective steps recommended and
their implementation status.
- Reviewing of Financial reports and other financial information, and communicating
with the regulators.
- Reviewing the internal financial controls system and procedure, governance and risk
management.
Human Resource and Industrial Relations
As on 31st March, 2023, the Company had a total head count of 10. The Directors wish to
place on record their appreciation for the contributions made by the employees to the
Company during the year under review at all levels.
Details of Significant Changes in Key Financial Ratios:
Particulars |
FY 22-23 |
FY 21-22 |
Debtors Turnover Ratio (Number of Days)* (Avg Debtors/Sale ) |
335 |
414 |
Interest Coverage Ratio* (EBIT/Interest ) |
- |
- |
Current Ratio (CA/CL) |
3.45 |
3.43 |
Operating Profit Margin (in %)* (EBIT )/net revenue |
18.56 |
-4.29% |
Net Profit Margin (in %)* Net Profit/ net revenue |
14% |
-2.84% |
Return on Capital Employed ( in % )* EBIT/Capital Employed |
6% |
-0.84% |
* Change in ratios is due to decrease in profitability and volume as compared to
previous years.
PARTICULARS OF EMPLOYEES
Information as per section 197 of the Act read with the Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to
time, forms part of this report as "Annexure A".
Further, none of the employees of the Company were in receipt of remuneration in excess
of the limits as set out under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended from time to time.
AUDITORS
Statutory Auditors and Auditors Report
The Board, on the recommendation of the Audit Committee and subject to the approval of
the shareholders, approved appointment of M/s R. A. Kuvadia & Co., (Firm Registration
Number: 105487W) as the Statutory Auditors of the Company for a period of 5 (five) years
from the conclusion of the 30th AGM till the conclusion of the 35th
AGM to be held in the year 2027 at such remuneration, as may be mutually agreed between
the Board of Directors of the Company and the Auditors.
The Audit Report for FY 2022-23 contains no qualifications, reservations, adverse
remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to
the financial statements referred in the Auditors Report are self-explanatory and
therefore do not call for any comments under Section 134 of the Companies Act, 2013. The
Auditors' Report is enclosed with the financial statements in the Annual Report.
Cost Auditors and Cost Audit Report
The provision of the Section 148 read with Rule 4(2) of the Companies (Cost Records and
Audit) Rules, 2014, inter alia, states that the Company shall get its cost records audited
if the overall annual turnover of the company from all its products and services during
the immediately preceding financial year exceeds Rs. 100 Crores.
Since the Company's overall annual turnover, during the immediately preceding financial
year, does not exceeds Rs. 100 Crores, it is not required to appoint the Cost Auditors.
Secretarial Auditors and Secretarial Audit Report
M/s. Jay Mehta & Associates, Company Secretaries were re-appointed as secretarial
auditors to conduct the secretarial audit of the Company, for the financial year 2022-23.
The Secretarial Audit Report in Form MR-3 is annexed to this report as "Annexure
B".
The Secretarial Audit Report for the financial year 2022-23, contains no
observations/qualifications.
Secretarial Audit Report of Material Subsidiaries
M/s. Jay Mehta & Associates, Company Secretaries were re-appointed as secretarial
auditors to conduct the secretarial audit of Aeonx Digital Solution Private Limited and
Aeon Procare Private Limited (Material Subsidiaries) for the Financial Year 2022-23.
The Secretarial Audit Report of Aeonx Digital Solutions Private Limited in Form MR-3 is
annexed to this report as "Annexure C" and the Secretarial Audit Report of Aeon
Procare Private Limited in Form MR-3 is annexed to this report as "Annexure D".
Internal Auditors and Internal Audit Report
M/s. N.P. Patwa & Co, Chartered Accountants, were re-appointed as an Internal
Auditors of the Company for the Financial Year 2022-23. The Audit Committee reviews the
findings made by the Internal Auditors in their Report on quarterly basis and makes
necessary recommendations to the management.
REPORTING OF FRAUDS
During the year under review, the Statutory Auditors have not reported any instances of
frauds committed in the Company by its Officers or Employees, to the Audit Committee /
Central Government under Section 143(12) of the Act, read with Rule 13 of the Companies
(Audit and Auditors) Rules, 2014.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In accordance with the provisions of Section 177(9) of the Act read with Regulation 22
of Listing Regulations, the Company has formulated and adopted vigil mechanism / Whistle
Blower policy to enable the Directors and employees to report about unethical behavior and
instances of fraud or mismanagement, if any. The mechanism provides for adequate
safeguards against victimization of employees and Directors to avail of the mechanism and
also provide for direct access to the Chairman of the Audit Committee in exceptional
cases.
The policy can be accessed at the website ofthe Company at www.ashokalcochem.com/InvestorUpdate
During the year under review, no compliant has been received under the Whistle Blower
Policy (Vigil Mechanism). SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards on Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2) read with the relevant provisions
ofthe Companies Act, 2013 and Circulars / Notification issued by the Ministry of Corporate
Affairs in this regard.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 forms part of the notes to the financial statements provided in this
annual report.
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on Related Party Transactions for the purpose of
identification and monitoring of such transactions. The said policy on Related Party
Transactions as approved by the Board is uploaded on the Company's website at www.ashokalcochem.com/InvestorUpdate
During the year under review, the Company has entered into a transaction with related
party which is not materially significant and does not have a potential conflict with the
interest of the Company at large. The disclosure in the requisite Form AOC-2 is annexed
with this report providing details of related party transactions entered at arm's length
basis. However, the details relating to Related Party Transaction is provided in the Note
No. 31 of Standalone Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
The net worth and turnover for FY 2022-23 is under the criteria provided under Section
135 of the companies act, 2013. Hence the provisions of Section 135 pertaining to
Corporate Social Responsibility were not applicable to the Company for the FY 2022-23. As
a result, during the year under review, the Company was not obliged to spend any amount
towards / was not required to undertake any CSR activity and hence the annual report on
CSR is not furnished with this report.
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. In line with corporate best
practices, the Company assesses the risks in the internal and external environment which
will monitor, evaluate and execute all mitigation actions in this regards and takes all
measures necessary to effectively deal with incidences of risk. Adequate risk management
framework capable of addressing the risks is in place.
ANNUAL RETURN
In accordance with the provisions of section 92(3) of the Act, the copy of Annual
Return of the Company is available on its website http://www.ashokalcochem.com/InvestorUpdate
CORPORATE GOVERNANCE
Your Company observes high standards of corporate governance in all areas of its
functioning with strong emphasis on transparency, integrity and accountability. As
required under the Listing Regulations, a detailed report on corporate governance along
with the auditors' certificate thereon forms part of this report as "Annexure
E".
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE
REPORT
There have been no material changes and commitments which have occurred between the end
of financial year till the date of this report affecting the financial position ofthe
Company.
PUBLIC DEPOSITS
The Company has not accepted any deposit, within the meaning of Section 73 and 74 of
the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year
under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Company has received an Order No.
CUS/127/2023-ADJN-O/0-COMMR-CUS-IMP-II-ZONE-I-MUMBAI issued on 31.01.2023 passed by Office
of the Commissioner of Customs levying penalty. The Company has already preferred an
appeal against the order at an appropriate forum and that the management feels there is no
threat to the ongoing status of the Company Except mentioned above there is no significant
and material order passed by any regulator, courts or tribunals.
DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:
The Company does not have Demat Suspense Account / Unclaimed Suspense Account.
Accordingly, the disclosure required to be made as per Schedule V (F) of Listing
Regulations is not applicable.
TRANSFER OF UNCLAIMED SHARES TO IEPF ACCOUNT
A) Transfer of shares
In accordance with the second proviso to sub-rule (1) to Rule 6 of the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended from time to time, read with the explanation to Rule 6(1) inserted vide
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Second Amendment Rules, 2019 effective from 20th August 2019, the Company was
required to transfer the shares, in respect of which dividend has been transferred to
Investor Education and Protection Fund on or before the 7th September 2016, in the name of
Investor Education and Protection Fund.
In terms of the above provisions, the Company transferred the shares in respect of
which dividend has been transferred to Investor Education and Protection Fund on or before
the 7th September 2016.
The details of the concerned Members including their folio number or DP ID - Client ID
and the number of shares, transferred to the Demat Account of IEPF are available on the
Company's website at www.ashokalcochem.com under the section
https://www.ashokalcochem.com/InvestorUpdate.
B) Claim from IEPF Authority
Members or their legal heir, as the case may be, can claim the unclaimed dividend
amount and / or shares transferred to IEPF by making an online application to the IEPF
Authority through Form IEPF-5 available on the website of the Authority www.iepf.gov.in
and in the manner specified under IEPF Rules.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
In accordance with the provisions of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy
on Prevention of Sexual Harassment at Workplace, which provides for protection against
sexual harassment of women employees at workplace and for prevention and redressal of such
complaints.
The Company has constituted Internal Complaints Committee (ICC) and has 5 members in
the ICC. Disclosure for complaints received / disposed of by ICC for FY2022-23:
a. number of complaints filed during the financial year |
: Nil |
b. number of complaints disposed of during the financial year |
: Nil |
c. number of complaints pending as on end of the financial year |
: Nil |
PENDING APPLICATION OR PROCEEDING UNDER THE INSOVENCY AND BANKRUPTCY CODE, 2016
There is no application made or proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year against the Company as at the end of the financial
year.
DETAILS OF SETTELEMENT WITH THE BANKS OR FINANCIAL INSTITUTION
There is no one time settlement with the Banks or Financial Institutions for the
FY2022-2023.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO -
Conservation of energy:
(i) The steps taken or impact on conservation of energy - Nil
(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil
(iii) The capital investment on energy conservation equipment - Nil Technology
absorption
(iv) The expenditure incurred on Research and Development - NIL
Forei gn exchange earnings and outgo
(Amount in Rs. )
Particulars |
2022-23 |
2021-2022 |
i. Foreign Exchange used |
6,13,93,307 |
6,55,78,268 |
ii. Foreign Exchange earned |
NIL |
14,25,640 |
ACKNOWLEDGMENT
The Board take this opportunity to express and place on record their appreciation for
the continued support, cooperation, trust and assistance extended by shareholders,
employees, customers, principals, vendors, agents, bankers, financial institutions,
suppliers, distributors and other stakeholders ofthe Company.
ASHOK ALCO-CHEM LIMITED
Annual Report 2022-2023
aa
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section(3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 including certain arm's length transactions under third proviso
thereto
1. Details of contract or arrangements or transactions not at arm's length basis- Not
Applicable
a. Name(s) of related party and nature of relationship
b. Nature of contracts/arrangement/transactions
c. Duration of contracts/arrangement/transactions
d. Salient terms of the contracts or arrangements or transactions including the value,
if any
e. Justification for entering into such contracts or arrangements or transactions
f. Date(s) of approval by the Board
g. Amount paid as advances, if any
h. Date on which the special resolution was passed in general meeting as required under
first proviso to section 188.
2. Details of material contracts or arrangement or transactions at arm's length basis-
Name(s) of the related party and nature of relationship |
Nature of contracts/ arrangements/ transactions |
Duration of the contracts / arrangements/ transactions |
Salient terms of the contracts or arrangements or transactions
including the value, if any |
Date(s) of approval by the Board |
Amount paid as advances, if any |
Ashapura International
Limited |
Purchase of Minerals |
2022-2023 |
The terms and conditions of purchase of goods set forth in each of the
purchase order. |
11th February
2022 |
56.03 Lakhs |
Mineralco Resources
International |
Purchase of Service |
2022-2023 |
Availing of its expertise in purchase of Raw Materials/ Chemicals |
11th November,
2022 |
27.50 Lakhs |
Aeonx Digital Solutions Pvt. Ltd. |
Purchase of Services |
2022-2023 |
The terms and conditions of purchase of services set forth in each of
the purchase order. |
11th February,
2022 |
18.13 Lakhs |
Ashapura International
Limited |
Sale of Minerals |
2022-2023 |
The terms and conditions of sale of minerals set forth in each of the
sales order. |
11th February,
2022 |
517.96 Lakhs |
Bombay Minerals
Limited |
Sale of Minerals |
2022-2023 |
The terms and conditions of sale of minerals set forth in each of the
sales order. |
11th February,
2022 |
731.38 Lakhs |
Aeonx Digital Solutions Pvt. Ltd. |
Sale of Service |
2022-2023 |
Service Sharing Agreement for sharing of expertise of its CEO |
11th November,
2022 |
26.62 Lakhs |
For and on behalf of the Board
Place: Mumbai Date: 04.08.2023
Sd/-
Manan Shah
Director
(DIN:06378095)
Sd/-
Manoj Ganatra
Director
(DIN:00568914)
27
ASHOK ALCO-CHEM LIMITED
Annual Report 2022-2023
aa
"Annexure A"
Particulars of Employees:
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year
Name of Director |
Ratio to median Remuneration |
Chief Executive Officer |
9.0 |
b. The percentage increase in remuneration of each Director, Chief Executive Officer,
Chief Financial Officer, Company Secretary in the financial year:
Name |
% increase in |
|
remuneration in |
|
the financial year |
Mr. Deepak Bhardwaj, Chief Executive Officer |
9.0 |
Mr. Jitendra Jain, Chief Financial Officer |
17.20 |
Mr. Krupal Upadhyay, Company Secretary |
9.0 |
c. The percentage increase in the median remuneration of employees in the financial
year:- 0.38%
d. The number of permanent employees on the rolls of Company: 10
e. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
During the course of year, the total increment pegged approximately at 108.53% after
accounting for promotion and other event based compensation revisions.
Increase in the managerial remuneration for the year was 9%
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
Pursuant to Rule 5(1)(xii) ofthe Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key
Managerial Personnel and senior management is as per the Remuneration Policy of your
Company.
The information required under Section 197 of the Act read with rule 5 sub rule (2)
& sub rule (3)of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time, are given below:
28
ASHOK ALCO-CHEM LIMITED
Annual Report 2022-2023
aa
A) Top Ten Employees of the Company (in terms of remuneration drawn):
The statement of Top Ten Employees of the Company is available for inspection of
members will be available electronically for inspection. Members seeking to inspect such
documents can send an email to secretarial@ashokalcochem.com.
B) Employees drawing remuneration above specified limits - NA
For and on behalf of the Board
Place: Mumbai Date: 04.08.2023
Sd/-
Manan Shah
Director
(DIN:06378095)
Sd/-
Manoj Ganatra
Director
(DIN:00568914)
29
|