To,
The Members of
Alliance Integrated Metaliks Limited
Your Directors are pleased to present the Thirty-Fourth (34%) Annual
Report of the Company's business and operations, together with the audited financial
statements and Independent Auditors Report thereon for the financial year ended March 31,
2023.
1. FINANCIAL PERFORMANCE
The financial statements for the financial year ended March 31, 2023,
forming part of this Annual Report, have been prepared in accordance with the Indian
Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
Key highlights of financial performance of your Company for the
financial year 2022-23 are provided below:
(Rupees in Lakh)
| Particulars |
Financial Year ended March 31, 2023 |
Financial Year ended March 31, 2022 |
| Revenue from Operations |
5863.31 |
7,912.43 |
| Other Income |
13.07 |
8.51 |
| Total Revenue |
5876.38 |
7920.94 |
| Total Expenses |
15518.49 |
15,493.37 |
| Exceptional ltems* |
10813.94 |
5,140.42 |
| Profit before Tax |
1171.83 |
(2,432.02) |
| Tax Expenses |
|
|
| (1) Current Tax |
- |
- |
| (2) Deferred Tax |
- |
- |
| (3) Earlier year's tax expense |
- |
26.52 |
| Net profit for the year |
1171.83 |
(2,458.54) |
| Other comprehensive (loss)/income for the year |
(2.27) |
1.84 |
| Total comprehensive (loss)/income for the year |
1169.56 |
(2,456.70) |
| EPS |
1.01 |
(2.12) |
*During the year ended March 31, 2023 the Company has settled its
outstanding debts with the Bank of Baroda through One time settlement (OTS) and impact of
the same has been disclosed.
2. OPERATIONS REVIEW AND THE STATE OF COMPANY'S AFFAIRS
The Company has set up its Production facility to cater all types of
Heavy Steel Superstructures for following segments:
| R Steel Bridges for Rail, Road, Metro, DFCC and Expressways |
| ? Foot Over Bridges |
| R High rise Buildings |
| R Thermal Power Plants |
| R Marine equipment requirements |
| ? Large Stadiums and Exhibition halls |
| ? Airport Superstructures |
| The End Clients list of the company includes |
| DMRC - Delhi Metro Rail Corporation |
| NHAI National Highways Authority of India |
| NHIDCL - National Highways & Infrastructure Development Corporation
Ltd |
| MORTH - Ministry of Road Transport & Highways |
| PWD Public Works Department (Various States) |
| UPEIDA Uttar Pradesh Expressways Industrial Development Authority |
| NTPC National thermal Power Corporation |
| BHEL Bharat Heavy Electricals Limited |
| KRCL - Konkan Railways Corporation Limited |
| MRIDCL - Maharashtra Rail Infrastructure Development Corporation Limited |
| ITPO India Trade Promotion Organisation |
| DFCC - Dedicated Freight Corridor Corporation of India. |
| R IOCL Indian Oil Corporation Limited |
| EPC Clients |
| L&T |
| Shapoorii Pallonji Group |
| AFCONS Infrastructure |
| HCC |
| S P Singla Constructions |
| APCO Infra Projects |
| KEC International |
| GMR Power & Urban Infra |
| Ashoka Buildcon Ltd |
| Gaawar Constructions Limited |
| Doosan Power Systems |
| BGR Energy Systems Limited |
| DRAIPL |
| ? VRC Constructions Pvt Lid |
| In the FY 22-23 Major Focus has been of Steel Bridges Projects of
Railways, Expressways, NHAI and State road Projects. |
| The shares of the company are listed on BSE Limited. |
| The state of affairs of the Company is presented as part of the
Management Discussion and Analysis Report forming part of this Annual Report. |
3. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the
financial year ended on March 31, 2023.
4. DIVIDEND
Considering the business stress, the Board of Directors has not
recommended any dividend for Financial Year 2022- 23.
5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 124(6) of the Companies Act, 2013 read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 as amended from time to time, all the shares in respect to which dividend has
remained unclaimed/unpaid for a period of seven consecutive year or more are required to
transfer in the name of IEPF, but the company is not required to be transferred any amount
to the IEPF established by the Central Government as the company has not declared any
dividend for any financial year.
6. TRANSFER TO RESERVES
Your Company has not transfer any amount under the head Reserve in the
Financial Statements for the Financial Year ended March 31, 2023. Whereas, the company has
incurred losses during the period and has transfer the amount under the head Retained
Earnings in Other Reserves to the Financial Statements for the Financial Year ended March
31, 2023 as prepared according to Indian Accounting Standards (Ind AS).
7. CAPITAL STRUCTURE OF THE COMPANY
During Financial Year 2022-23, there was no change in the authorised
share capital and Paid share Capital of the Company. The Share Capital Structure of the
Company is categorised into two classes:-
| S. No Particulars |
Equity Shares |
1% Non-Cumulative Redeemable Preference
Shares |
| 1. Authorised Share Capital |
30,00,00,000 |
70,00,00,000 |
| 2. Paid Up Share Capital |
11,61,25,000 |
65,00,00,000 |
| 3. Value per Share |
1 |
10 |
During the period under review, your company has not raised any funds
through public issue, rights issue, bonus issue or preferential issue etc. and has neither
issued any shares with differential voting rights nor issued any sweat equity shares.
8. DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system
of National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). As on 31st March, 2023, 10,42,44,3970 Equity Shares representing 89.770 %
of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares
of the Company are compulsorily traded in dematerialized form as mandated by the
Securities and Exchange Board of India (SEBI). The International Securities Identification
Number (ISIN) allotted to the Company with respect to its Equity Shares is INE123D01024.
The Equity shares of the Company are listed on BSE Limited.
9. RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities & Exchange Board of India,
the Reconciliation of Share Capital Audit was carried out on quarterly basis for the
quarter ended June 30%, 2022, September 30", 2022, December 31%, 2022 and March 31,
2023 by a Company Secretary in Practice. The purpose of the audit was to reconcile the
total number of shares held in National Securities Depository Limited (NSDL), Central
Depository Services (India) Limited (CDSL) and in physical form with respect to admitted,
issued and paid up capital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted
to the BSE Limited, where the equity shares of the Company are listed.
10. CHANGE OF REGISTERED OFFICE
During the financial year under review, the company has not changed
it's Registered Office.
However, after the financial year the company has changed the
registered office of the Company from 5th Floor, Unit No. 506, Building No. 57, Manjusha
Building, Nehru Place New Delhi 110019 to DSC327, Second Floor, DLF South Court, Saket,
New Delhi- 110017 with effect from 27" May, 2023.
11. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year and date of this report.
There has been no change in the nature of business of the Company.
12. FINANCIAL STATEMENTS OF THE COMPANY
The Financial Statement of the Company for the FY 2022-2023 are
prepared in compliance with the applicable provisions of the Act, Accounting Standards and
other applicable provisions of the companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (Listing
Regulation). The Audited Financial Statement along with Auditor Report for the FY
2022-2023 into consideration have been annexed to the Annual Report and also made
available on the website of the Company which can be accessed at https://www.aiml.in
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
During the year under review as on March 31, 2023 the company does not
have any subsidiary, Joint Venture and associates company.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013. Your
Directors hereby confirm that:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b. 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 the
financial year and of the profit and loss of the Company for that period;
c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. The Directors have prepared the annual accounts on a going concern
basis; and
e. The Directors, have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively; f. The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively. 15. CORPORATE GOVERNANCE
In compliance with the Regulation 34 read with Schedule V of the
Listing Regulations, a detailed report on Corporate Governance is given as an Annexure and
forms an integral part of this Annual Report. A Certificate from the Practicing Company
Secretary (PCS) confirming compliance of the conditions of Corporate Governance as
stipulated under the Listing Regulations is appended to the Corporate Governance Report. A
Certificate of the Whole-time Director (WTD) and Chief Financial Officer (CFO) of the
Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.
16. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31.03.2023, Composition of Board and KMPs were as under:
| Name |
Designation |
| Mr. Daljit Singh Chahal |
Whole-time Director |
| Mr. Bhawani Prasad Mishra |
Non-Executive Non-Independent Director |
| Mr. Ankush Uppal |
Non-Executive Non-Independent Director |
| Ms. Rajiv Kapur Kanika Kapur |
Independent Director |
| Mr. Vipul Gupta |
Independent Director |
| Mr. Pawan Kumar Sharma |
Chief Financial Officer |
| Ms. Malti Devi |
Company Secretary |
Appointments & Cessations during the Financial Year 2022-23:
| S.NO NAME |
DESIGNATION |
CHANGE |
| 1. Mr. Ankush Uppal |
Non-Executive Director |
R Appointed as a Non-Executive Director of the Company on
August 08, 2022 |
|
|
R Regularized at 33rd Annual General Meeting of the Company
held on 28th September, 2022 |
| Mr. Anupam Jain* |
Non-Executive |
R Resigned from the Position of Independent Director
Independent director of the Company as on August 09, 2022 due to personal reasons |
| Mr. Vipul Gupta |
Non-Executive Independent Director |
R Appointed as an Additional Non-Executive Independent
Director of the company on August 08, 2022 |
|
|
R Regularized as Non-Executive Independent Director of the
Company at 33rd Annual General Meeting of the Company held on 29th September, 2022 to hold
office for a term of 5 (five) consecutive years with effect from August 08, 2022 to August
07, 2027 |
| Mr. Sanjay Sharma* |
Non-Executive Independent Director |
R Appointed as an Additional Non-Executive Independent
Director of the company on August 08, 2022 |
|
|
R Regularized as Non-Executive Independent Director of the
Company at 33rd Annual General Meeting of the Company held on 29th September, 2022 to hold
office for a term of 5 (five) consecutive years with effect from August 08, 2022 to August
07, 2027 |
|
|
R Resigned from the Position of Independent director on March
27, 2023 due to personal reasons |
| 5. Mr. Saurabh Kumar Jain |
Company Secretary & Compliance Officer |
R Resigned from the position of Company Secretary &
Compliance Officer w.e.f- February 08, 2023 |
| 6. Ms. Malti Devi |
Company Secretary & Compliance Officer |
R Appointed as Company Secretary & Compliance Officer of
the Company w.e.f- March 17, 2023 |
*Mr. Anupam Jain and Mr. Sanjay Sharma has resigned from the Position
of Independent director of the Company as on August 09, 2022 and March 27, 2023 due to
personal reasons and Board places on record its appreciation for their continuous support,
guidance and contribution during their tenure as an Independent Directors on the Board of
the Company. There was no material reason regarding the resignation of the Independent
Directors and the confirmation regarding the same as received from the Independent
Director was already submitted at www.bseindia.com. Appointments & Cessations after
the end of Financial Year i.e., March 31, 2023 till the date of this Report:
| S.NO NAME |
DESIGNATION |
CHANGE |
| 1. Mr. Sri Kant |
Additional Non-Executive & Independent
Director |
R Appointed as Additional Non-Executive &
Independent Director on the Board of the Company with effect from June 26, 2023 |
There were no other appointments/ resignations of Directors/KMP after
the financial year.
17. WOMAN DIRECTOR
In terms of the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Ms. Rajiv Kapur Kanika Kapur has been appointed as Independent Woman Director on the
Board of the Company.
18. RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 the Companies Act,
2013 and the Article of Association of the Company read with Companies (Appointment and
Qualification of Directors) Rules, 2014, Mr. Bhawani Prasad Mishra (DIN - 07673547)
retires by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re- appointment. A brief resume, nature of expertise, details of directorships
held in other companies of the Directors proposed to be appointed/re-appointed, along with
their shareholding in the Company, as stipulated under Secretarial Standard 2 and
Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the
ensuing AGM.
19. INDEPENDENT DIRECTORS DECLARATION
The Company has received declarations from all Independent Directors of
the Company confirming that they continue to meet the criteria of independence, as
prescribed under Section 149 of the Companies Act, 2013, rules made thereunder and
Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also
confirmed that they have complied with the Company's Code of Conduct and their names in
the data bank of Independent Directors are maintained with the Indian Institute of
Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014. The Board is of the opinion that
the Independent Directors of the Company possess requisite qualifications, experience and
expertise and that they hold highest standards of integrity.
20. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (‘IBC')
During the financial year under review, neither any application is made
by the Company, nor is any proceeding pending against the Company under Insolvency and
Bankruptcy Code, 2016.
21. STOCK SPLIT
During the financial year under review, the company has not done split
of shares.
22. FAMILIARIZATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies
Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015. Your Company has
adopted a familiarization programme for Independent Directors to familiarise them with the
Company, their role, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model, management structure, industry overview,
internal control system and processes, risk management framework, functioning of various
divisions and HR Management etc. Your company aims to provide the insight into the Company
to its Independent Directors enabling them to contribute effectively.
The Company arranges site visit for the Directors, giving them insight
of various projects and Directors are also informed of various developments relating to
the industry on regular basis and are provided with specific regulatory updates from time
to time. Details of the familiarization programme of the Independent Directors are
available on the website of the Company https://www.aiml.in/investors.php.
23. BOARD MEETINGS
The Board met Seven (7) times during the period, the details of which
are provided in the Corporate Governance Report that forms part of this Annual Report. The
intervening gap between the two consecutive meetings was within the period prescribed
under the Companies Act, 2013 and SEBI Listing Regulations, 2015.
24. BOARD EVALUATION
The Company has devised a policy for performance evaluation of
Independent Directors, Chairman, Board, Board Committees and other Individual Directors
which include the criteria for performance evaluation of the Non-Executive Directors and
Executive Directors. Based on the policy for performance evaluation of Independent
Directors, the Board, Board Committees and other individual Directors, a process of
evaluation was followed by the Board for its own performance and that of its Committees
and individual Directors. The statement indicating the manner, in which, formal annual
evaluation of the Directors, the Board and Board level Committees was carried out, are
given in detail in the report on Corporate Governance, which forms part of this Annual
Report. The Nomination & Remuneration policy may be accessed on the Company's
website at www.aiml.in.
25. POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act 2013, the Nomination
and Remuneration Committee of the Board has framed a policy for selection and appointment
of Directors and senior management personnel, which inter alia includes the criteria for
determining qualifications, positive attributes and independence of a Director(s)/Key
Managerial Personnel and their remuneration. The nomination and remuneration policy is
available on the website of the Company (http://www.aiml.in/investors).
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate financial control system and
framework in place to ensure: -
1. The orderly and efficient conduct of its business;
2. Safeguarding of its assets;
3. The prevention and detection of frauds and errors;
4. The accuracy and completeness of the accounting records; and
5. The timely preparation of reliable financial information.
The same is subject to review periodically by the internal auditor for
its effectiveness. The management has established internal control systems commensurate
with the size and complexities of the business. The internal auditors of the company
checks and verifies the internal control and monitors them in accordance with policy
adopted by the company. The Board regularly reviews the effectiveness of controls and
takes necessary corrective actions where weaknesses are identified as a result of such
reviews. This review covers entity level controls, process level controls, fraud risk
controls. The internal control manual provides a structured approach to identify, rectify,
monitor and report gaps in the internal control systems and processes. To maintain its
objectivity and independence, the internal audit function reports to the chairman of the
Audit Committee and all significant audit observations and corrective actions are
presented to the Committee. Accordingly, the Board is of the opinion that the
Company's internal financial controls were adequate and effective during FY 2022-23.
27. ANNUAL RETURN
Pursuant to the provisions of section 92 (3) of the Companies Act, 2013
read with rule 12 of the Companies (Management and Administration) Rules, 2014, Annual
return of the Company is available on the website of the Company at
http:/www.aiml.in/investorsphp.
28. TRANSACTIONS WITH RELATED PARTIES
All arrangements/ transactions entered into by the Company with its
related parties during the year were in the ordinary course of business and on an
arm's length basis. During the year, the Company has not entered into any
arrangement/transaction with related parties which could be considered material in
accordance with the Company's Policy on Related Party Transactions, read with the Listing
Regulations and the disclosure of related party transactions In accordance with Section
134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules,
2014, the particulars of contracts or arrangements with related parties, referred to in
Section 188(1) of the Companies Act, 2013, in the prescribed Form AQC-2 is attached as
Annexure to this Report. Details of the Related Party Transactions, as required under
Listing Regulations and the relevant Accounting Standards are given in note no. 3.43 to
the Financial Statements. The Policy on the Related Party Transactions is available on the
Company's website at www.aiml.in.
29. AUDITORS AND THEIR REPORT
(a) STATUTORY AUDITORS
M/s Chatterjee & Chatterjee, (Firm Registration No. 001109C),
Chartered Accountants, were appointed as Statutory Auditors of the Company, for a term of
5 years from the conclusion of 33 Annual General Meeting of the Company till the
conclusion of the 38th AGM of the Company to be held in the year 2027 on such remuneration
as may be mutually agreed between the Board of Directors of the Company. The Auditor's
Report on Financial Statements is a part of this Annual Report. Although Auditors report
is self- explanatory, but the qualifications are similar to the earlier qualification as
was mentioned in the previous year reports regarding the trade payables, trade receivables
and other loans and advances given or taken are subject to reconciliation/confirmations.
Further, term loan accounts with the banks are also subject to reconciliation/
confirmation.
The effect of consequential adjustment upon such
confirmation/reconciliation, if any, on the Financial Statements is not ascertainable.
Company wants to report that the reconciliation with the vendors and customers are done at
the time of final settlement with them. It is the nature of the business. The
reconciliation with the lending banks would be done post resolution of their debts. In
view of this, it is not possible to estimate the impact of the same if any, on the
financial position and the financial results of the company. During the year, the
Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act,
2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the
Companies Act, 2013.
(b) SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors had appointed M/s S Khurana and Associates, Practicing
Company Secretaries (CP No. 13212) to undertake the Secretarial Audit of the Company for
the Financial Year ended on March 31, 2023.
The Secretarial Audit Report in Form MR-3 is annexed herewith as
Annexure Il, which forms an integral part of this report. During the year, the Secretarial
Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013.
Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the
Companies Act, 2013. The said report contain following observations on which management
comments are as under: It has been observed that, at few instances, there is a delay in
filing of intimations to Stock Exchange with respect to Corporate Governance Report under
Regulation 27(2) and Related Party Transactions under Regulation 23(9) of SEBI (LODR)
Regulations, 2015.
MANAGEMENT COMMENTS:-
Due to technical error, the Company got delayed to file some
compliances on time but the Company will assure that in future all the compliances will be
done on time. Secretarial Compliance Report Pursuant to the provisions of Regulation 24A
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s S Khurana
and Associates, Company Secretaries in practice has given the Secretarial Compliance
Report of the Company for the financial year 2022-23. There are some observations reported
by Mr. Sachin Khurana in the report regarding the delayed submission of few intimations.
MANAGEMENT COMMENTS:- Due to technical error, the Company got delayed
to file some compliances on time but the Company will assure that in future all the
compliances will be done on time.
(c) COST AUDITOR
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for
the business activities carried out by the Company.
(d) INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013,
read with the rules made there under, the Board of Directors had appointed M/s D. C.
Chhajed & Associates, Practicing Chartered Accountants (FRN: 013529N) to undertake the
Internal Audit of the Company for the Financial Year ended on March 31, 2023.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Disclosure on particulars relating to loans, guarantees or investments
under section 186 of the Companies Act, 2013 have been provided if any, as part of the
financial statements.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. A separate section on Management Discussion
and Analysis for the year ended March 31, 2023 forms an integral part of this Annual
Report.
32. COMMITTEES OF THE BOARD
Pursuant to various requirements under the Act and the Listing
Regulations, the Board of Directors has constituted various Committees. As on The
Company's Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee*
5. Strategic Committee *
The details with respect to composition, powers, roles, no. of meetings
held and attendance at the meetings of the above Committees of the board are provided in
the Corporate Governance Section of the annual report. *In order to comply the provisions,
earlier, company constituted a committee of the Board of Directors of the company.
However, the Company is not meeting the criteria required for constituting Corporate
Social Responsibility Committee and due to continuous losses faced by the Company, the
company has decided to dissolved the CSR Committee. Therefore, as of 10.08.2022, the CSR
Committee stands dissolved. **The Board has constituted a Strategic Committee to primarily
look into day to day matters which includes banking matters, Legal matters and other
operational matters.
33. AUDIT COMMITTEE
The Audit Committee of the Board has been constituted in terms of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the
Companies Act, 2013. The details pertaining to the composition of the Audit Committee are
included in the Corporate Governance Report, which is the part to this report. All the
recommendations made by the Audit Committee, (if any) were accepted by the Board of
Directors during the financial year 2022-23.
34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information as required under Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year
ended March 31, 2022 with respect to the Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo has been annexed as Annexure lll to this report which
forms an integral part of this report.
35. CORPORATE SOCIAL RESPONSIBILITY
As per the section 135 of Companies act, 2013 read with The Companies
(Corporate Social Responsibility Policy) Rules, 2014, every company having net worth of
rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a
net profit of rupees five crore or more during the immediately preceding financial year
shall constitute a Corporate Social Responsibility Committee of the Board consisting of
three or more Directors and have to spends in every financial year, at least two percent
of the average net profits of the company made during the three immediately preceding
financial years. However, the Company is not meeting the criteria required for
constituting Corporate Social Responsibility Committee and due to continuous losses faced
by the Company the Board of Directors of the Company at its meeting held on August 10,
2022 dissolved the Corporate Social Responsibility Committee due to continuous losses.
36. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-V.
Statement containing particulars of top 10 employees and the employees drawing
remuneration in excess of limits prescribed under Section 197 (12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided as a separate Annexure forming part of this Report.
In terms of proviso to Section 136 of the Act, the Report and Accounts
are being sent to the Members, excluding the aforesaid Annexure. The said Statement is
also open for inspection by the Members at the registered office of the company. Any
member interested in obtaining a copy of the same may write to the Company Secretary at
alliance.intgd@rediffmail.com. None of the employees listed in the said Annexure are
related to any Director of the Company.
37. COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act, 2013,
the Company has complied with the applicable provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI) and notified by the
Ministry of Corporate Affairs.
38. PUBLIC DEPOSITS
During the period under review, the Company has not accepted any
deposits from public under the Companies Act, 2013 and as such, no amount of principal or
interest on public deposits was outstanding as on the date of balance sheet.
39. CREDIT RATING
The Company has not taken any ratings during the financial year
2022-23.
40. SIGNIFICANT AND MATERIAL ORDERS
During the Financial Year 2022-23, no significant and material orders
have been passed by any Regulators, Courts or Tribunals affecting the going concern status
and Company's operations in future.
41. VIGIL MECHANISM
The Company has formed a Whistle Blower Policy for establishing a Vigil
Mechanism for Directors and Employees in Compliance with Section 177(9) of the Act and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 to report genuine concerns regarding unethical behavior and mismanagement, if any. It
aims at providing avenues for employees to raise complaints and to receive feedback on any
action taken and seeks to reassure the employees that they will be protected against
victimization and for any whistle blowing conducted by them in good faith.
The policy is intended to encourage and enable the employees of the
Company to raises serious concerns within the organization rather than overlooking a
problem or handling it externally. The Company is committed to the highest possible
standard of openness, probity and accountability. It contains safe guards to protect any
person who uses the Vigil Mechanism by raising any concern in good faith. The Company
protects the identity of the whistle blower, if the whistle blower so desires, however the
whistle blower needs to attend any disciplinary hearing or proceedings as may be required
for investigation of the complaint.
The mechanism provides for a detailed complaint and investigation
process. If circumstances so require, the employee can make a complaint directly to the
Chairman of the Audit Committee. The confidentiality of those reporting violations is
maintained and they are not subjected to any discriminatory practice. The said Whistle
Blower Policy has been disseminated on the Company's website at https:/www.aiml.in.
42. RISK MANAGEMENT
The Company has developed and implemented a Risk Management framework.
The details of elements of risk are provided in the Management Discussion and Analysis
Report attached as annexure to this Annual Report.
43. ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Complaints Committee consisted with the
following persons namely Ms. Hemlata Chanderia -Asst. Manager Marketing (President), Mrs.
Jaspreet Kaur- HR Assistant (Member), Mr. Rajiv Vasisht- Plant Head (Member), Mr. Rajesh
Kumar- HR Head (Member) and Mr. Mandeep Singh- Production Head (Member) to redress
complaints received regarding sexual harassment. All women employees (permanent,
contractual, temporary, trainees) are covered under this policy. During the period
2022-23, no complaints were received by the committee.
44. HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS
During the period under review, the relations between the Management
and the workers were highly cordial. Human resources initiatives such as skill up
gradation, training, appropriate reward & recognition systems and productivity
improvement were the key focus areas for development of the employees of the Company.
Industrial relations remained cordial throughout the year. Your
Directors recognizes and appreciates the sincerity, hard work, loyalty, dedicated efforts
and contribution of all the employees during the year. The Company continues to accord a
very high priority to both industrial safety and environmental protection and these are
ongoing process at the locations of Company.
45. INVESTOR RELATIONS
Your Company always endeavors to promptly respond to shareholders'
requests/grievances. Each and every issue raised by the shareholders is taken up with
utmost priority and every effort is made to resolve the same at the earliest. The
Stakeholders Relationship Committee of the Board periodically reviews the status of the
redressal of investors' grievances.
46. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors wish to place on record the sincere and dedicated
efforts of all the employee of the Company. Your Directors also take this opportunity to
offer their sincere thanks to the Financial Institutions, Banks and other Government
Agencies, valued customers and the investors for their continued support, co-operation and
assistance.
|
By Order Of The Board |
|
For Alliance Integrated Metaliks Limited |
|
Sd/- |
|
Daljit Singh Chahal |
| Date : 31/07/2023 |
DIN: 03331560 |
| Place : New Delhi |
Chairman Cum Wholetime Director |
