DIRECTORS' REPORT To The Members, Alankit Limited New Delhi The Directors have pleasure in placing before you the 27th Annual Report of the Company along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2016. REVIEW OF OPERATIONS The Company started e-Governance business w.e.f. 27th September, 2015 by acquiring at Rs. 27 Crores. from Alankit Assignments Limited. The cost of acquisition is reflected in the goodwill account. The resolution for acquisition was passed by the shareholders by way of postal ballot on 14th October, 2015. The Company also started the business of Distribution of LED Bulbs among various states of India and sale of e-Governance products. Turnover of the Company increased from Rs. 3.98 Cr. to Rs. 30.26 Cr. which represents 660% growth and profit from Rs. 37.42 Lacs to Rs. 352.03 Lacs which represents 840% growth. DIVIDEND The Board of Directors has recommended a final dividend of Rs.0.20/- per Equity Share (Face value Rs. 2 per equity share) for 2015-2016, amounting to Rs. 7,147,905/-. This is in addition to the interim dividend of Rs. 0.20 per equity share already paid. The total dividend for 2015-16 aggregates to Rs. 0.40/- per equity share, amounting to Rs. 14,295,810/-. INTERNAL FINANCIAL CONTROLS The Directors had laid down internal financial controls to be followed by the Company and such 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. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND In terms of Section 125 of the Companies Act, 2013, the company is not required to transfer any amount to the Investor Education and Protection Fund. SERVICES PROVIDED • TIN Facilitation Centre & PAN Centre • Sale of e-Governance Products • Aadhaar Enrolment • Printing of PVC Aadhaar Card • Business Correspondent (BC) • Atal Pension Yojana (APY) • Manpower Services • Distribution Agency for LED Bulbs • Aadhaar Seeding Agency • National Insurance Repository (NIR) • Distribution of ID Card Printers. • P2F(Paper to Follow) • Authentication User Agency (AUA) • KYC User Agency (KUA) • National Skills Registry (NSR) • Scanning and Digitization of Medical Records RESERVES There was no transfer to General reserves during the financial year ended 31st March, 2016. MATERIAL CHANGES, IF ANY, AFTER THE END OF FINANCIAL YEAR The members of the Company have passed Special Resolutions in respect of Amendment in Articles of Association of the Company for the insertion of Clause- Chairman Emeritus and approval of related party transactions with the group companies by postal ballot vide notice dated 23rd February, 2016. Shareholders approved both the resolutions and the result of the same was declared on 6th April, 2016. Your Company has been registered under small category with Ministry of Micro, Small and Medium Enterprise on 26.02.2016. Further, your Company also filed an application for registration under NSIC, which was approved and Government Purchase Enlistment Certificate awarded on 30.03.2016. SUBSIDIARIES COMPANIES The Company is having 4 subsidiary companies namely Europlus Financial Services Limited, Euro Global Brokers Limited, Alankit Technologies Limited and Faith Business Advisors Limited. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES The statement containing the salient features of the financial statements of subsidiaries under the first proviso to sub-section (3) of section 129 is being attached with the Directors Report in Form AOC-1 annexed to and forming part of the Directors' Report. SHARE CAPITAL Sub-division of Shares The Shareholders in the Annual General Meeting held on 10.08.2015 approved the sub-division of each equity share of the Company having face value of Rs. 10 each fully paid up into 5 equity shares of the face value of Rs. 2 each fully paid up w.e.f 24th September, 2015. DIRECTORS The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Alok Kumar Agarwal was appointed as Additional Director in the Board Meeting held on 31st August, 2015. He vacates his office as on date of Annual General Meeting and being eligible offers himself for re-appointment. Notice has been received from a member of the Company under Section 160 of the Companies Act, 2013 for his appointment as a Director of the Company. Mr. Ankit Agarwal retires as Director to meet the requirement of Section 152 of the Companies Act, 2013 and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Mr. Yash Jeet Basrar, retires at the conclusion of the AGM, being eligible offers himself for re-appointment, be and is hereby re-appointed as Independent Director of the Company for the period of five years. Mr. Kamal Narain Gupta, Company Secretary and Compliance Officer of the Company who was appointed on 22nd June, 2015 resigned from the office with effect from 20th October, 2015 and Ms. Preeti Puri was appointed as Company Secretary w.e.f. 20th October, 2015. She was earlier appointed as Additional director of the Company w.e.f 11th July, 2015 and Whole Time Director of the Company w.e.f 20th October, 2015 subject to the approval of members. Mr. Rajeshwar Prasad Agarwal resigned from Directorship of the Company with effect from 31st August, 2015. Mrs. Anju Miglani, Chief Financial Officer of the Company resigned from the office with effect from 14th March, 2016. Mr. Atul Kumar, CA has been appointed as Chief Financial Officer of the Company with effect from 28th May, 2016. The Board of Directors placed on record their sincere appreciation for the valuable contribution made by Mr. Rajeshwar Prasad Agrawal, Mr. Kamal Narain Gupta and Mrs. Anju Miglani. DECLARATION BY INDEPENDENT DIRECTORS The Independent Directors of your Company have given Declaration confirming that they meet the criteria of Independence as prescribed both under the Companies Act and the Listing Regulations. STATUTORY AUDITORS AND THEIR REPORT Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments. The tenure of the present Statutory Auditors of the Company, M/s Krishan K. Gupta & Co., Chartered Accountants, is expiring at the conclusion of AGM. They have resigned as per the provisions of Section 139 of the Companies Act, 2013. M/s Maheshwari Rajiv & Co. having FRN no. 007115NR is proposed to be appointed as Statutory Auditor of the Company. SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS The Company appointed M/s R. Shaw & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the financial year 2015-16 and the Secretarial Audit report is being attached with the Directors Report which is self explanatory and needs no comments. BOARD MEETINGS The Board of Directors duly met Six (6) times respectively on 14th April, 2015, 11th July, 2015, 31st August, 2015, 20th October, 2015, 11th January,2016 and 23rd February, 2016 and in respect of which proper notices were given and the proceedings were properly recorded. INSURANCE & RISK MANAGEMENT A statement about the implementation & development of the Risk Management Policy of the company were made available to employees. PUBLIC DEPOSITS During the year, your Company had not accepted any Deposit under Schedule V of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014. There are no small depositors in the Company. PERSONNEL The Company continued to have cordial relations with its employees. LISTING WITH STOCK EXCHANGES Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE). The Company is regular in paying Annual Listing Fees and custodian fees to both the depositories. CODE OF CONDUCT The Company continues to place emphasis on inclusive growth and has adopted a voluntary code of conduct for affirmative action. EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS The Directors of your Company are in a fiduciary position, empowered to oversee the management functions with a view to ensure its effectiveness and enhancement of stakeholders' value. Independent Directors are appointed keeping in view their diverse skills and experience as to provide strategic direction, guidance and constructive support to the management. The Board of Directors is at the core of your company's corporate governance practice and oversees how the management serves and protects the long term interests of the stakeholders. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under the provisions of Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: i) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards, have been followed and there are no material departures from the same; ii) 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date; iii) the Directors had 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. iv) the Directors had prepared the Annual Accounts of the Company on a 'going concern' basis. v) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. "Internal financial controls" 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 records, and the timely preparation of reliable financial information. vi) 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. CORPORATE GOVERNANCE In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (hereinafter "Listing Regulations"), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company is attached as Annexure and forms integral part of this Report (hereinafter "Corporate Governance Report") CFO CERTIFICATION The Chief Financial Officer has duly given a certificate to the board as contemplated in Regulation 17 (viii) of the listing agreement.. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section annexed to and forming part of the Director's Report. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy The Company is engaged in providing e-governance services and e-governance products and such operations do not account for substantial Electricity, Gas & Steam, Power, Water or any other kind of energy consumption. However, the company is taking all possible measures to conserve the energy. Your company is continuously looking for new ways of conservation of energy and wastes minimization for the protection of environment. The eco-friendly initiatives adopted by your company are: Ø Implementing energy conservation schemes. Ø Awareness programmes for employees at all levels and for community. Ø Promoting the use of alternative fuels and materials. B. Technology Absorption and Research & Development Since the Company is not involved in manufacturing activity, hence the research & development and technology absorption is not applicable. The Company has not incurred any expenditure on Research & Development. Your company has not imported technology during the last 8 years reckoned from the beginning of the financial year C. Foreign Exchange Earnings and Outgo 1. The company is not involved in activities relating to exports. 2. During the year, the Company has not earned anything in Foreign Exchange. 3. During the year, the Company has spent Rs. 29,268,462 on import of E-Governance Products. PARTICULARS OF EMPLOYEES None of the employee including managerial personnel draw in excess of the limits prescribed under Section 197(12) read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which needs to be disclosed in the Directors' report. COMPOSITION OF VARIOUS COMMITTEES OF THE BOARD The following Committees of the Board were constituted: AUDIT COMMITTEE 1. Mr. Yash Jeet Basrar - Chairman 2. Mr. Shyam Kishore Lal - Member 3. Ms. Preeti Puri - Member SHAREHOLDERS RELATIONSHIP COMMITTEE 1. Mr. Yash Jeet Basrar - Chairman 2. Ms. Preeti Puri - Member 3. Mr. Pradip Kumar Banerji - Member 4. Mr. Shyam Kishore Lal - Member NOMINATION AND REMUNERATION COMMITTEE 1. Mr. Yash Jeet Basrar - Chairman 2. Mr. Pradip Kumar Banerji - Member 3. Mr. Shyam Kishore Lal - Member 4. Mr. Alok Kumar Agarwal - Member MANAGEMENT COMMITTEE 1. Mr. Alok Kumar Agarwal - Chairman 2. Mr. Ankit Agarwal - Member 3. Mr. Yash Jeet Basrar - Member 4. Ms. Preeti Puri - Member RELATED PARTY TRANSACTIONS For Related Party Transactions, please refer note no. 2.24 of Financial Statements of the Company and note no 13 of Annexure-I to the Auditor's report for the financial year 2015-16. VIGIL MECHANIS A statement about the implementation & development of the Vigil Mechanism Policy of the company were made available to employees. DISCLOSURE OF MANAGERIAL REMUNERATION The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure to the Report. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 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. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16: No. of Complaints received : Nil No. of Complaints disposed off : Nil ABSTRACT OF THE ANNUAL RETURN No. of Complaints disposed off : Nil ABSTRACT OF THE ANNUAL RETURN The abstract of the Annual Return in Form MGT-9 for the year 2015-16 is being annexed to and forming part of the Director's Report. COST AUDIT The provisions of Cost Audit are not applicable to the company. CORPORATE RESPONSIBILITY STATEMENT The provisions of corporate responsibility statement are not applicable to the company ACKNOWLEDGEMENT Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, business associates, SEBI, NSDL, CDSL, UIDAI, NDML, EESL, Other Govt. Departments, Bankers and employees of the Company at all levels, who, through their dedication, co-operation, and support has enabled the Company to achieve rapid growth. BY ORDER OF THE BOARD OF DIRECTORS For ALANKIT LIMITED ALOK KUMAR AGARWAL CHAIRMAN DATE: 28th May, 2016 PLACE: New Delhi |