To,
The Members,
ALSTONE TEXTILES (INDIA) LIMITED
The Directors have pleasure in presenting before you the Fortieth (40th)
Annual Report along with the Audited Standalone Financial Statements for Financial Year
2024-25. This report read with the Management Discussion and Analysis include details of
the macro-economic scenario, Company's performance, various initiatives taken by the
Company as well as its approach to risk management.
The Directors have pleasure in submitting this 40th Annual Report of Alstone
Textiles (India) Limited along with the audited financial statements for the financial
year ended March 31, 2025.
1) FINANCIAL SUMMARY HIGHLIGHTS
Financial Results of the Company for the year under review along with the figures for
previous year are as follows: (IN Lacs') (IN Lacs')
Particulars |
F.Y- 2024- 25 |
F.Y- 2023- 24 |
Total Income |
436.00 |
848.91 |
Total Expense |
125.39 |
432.59 |
Profit before Tax |
310.62 |
416.32 |
Less: Provision for Tax |
- |
- |
Current Tax |
- |
- |
MAT Credit Entitlement |
- |
- |
Earlier Year tax |
- |
- |
Deferred Tax |
(0.01) |
(0.01) |
Net Profit after Tax |
310.61 |
416.81 |
2) REVIEW OF OPERATIONS
During the year under review, the Company has recorded a total income of Rs. 436.00
Lakhs and Net Profit after tax of Rs. 310.61 Lakhs as against the total income of Rs.
848.91 Lakhs and Net Profit of Rs. 416.81 Lakhs in the previous financial year. The
Directors are optimistic about future performance of the Company.
3) BUSINESS UPDATE STATE OF COMPANY'S AFFAIRS
The information on Company's affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015
and forms part of this Report.
4) WEB ADDRESS OF ANNUAL RETURN
The Web Address where Annual Return of the Company for the Financial Year 2024-25
referred in sub-section (3) of Section 92 has been placed at:
http://www.alstonetextiles.in/
5) CHANGE IN NATURE OF BUSINESS
There was no change in the nature of the business of the Company.
6) DIVIDEND
The company is not able to recommend any dividend. But the directors are hopeful better
result in ensuring future.
7) TRANSFER TO RESERVES
The Company did not transfer any amount to the General Reserves.
8) SHARE CAPITAL
During the Financial year 2024-25 Authorized Share Capital of the company
1,00,00,00,00,000 (divided into 1,00,00,00,00,000 shares of 1 each) and Paid-up Share
Capital of the company 6,27,48,00,000 (6,27,48,00,000 shares of 1 each). The Company has
neither issued shares with differential rights as to dividend, voting or otherwise nor
issued shares (including sweat equity shares) to the employees or directors of the
company, under any scheme.
9) DEPOSITS
During the year, the Company has not invited/accepted any deposits under Companies Act,
2013.
10) SUBSIDARIES, ASSOCIATE AND JOINT VENTURECOMPANIES
Thre are no Subsidiaries, Associate and Joint venture companies of the Company.
11)
ISSUANCE OF UPTO 500,00,00,000 EQUITY SHARES ON PREFERENTIAL BASIS UPON CONVERSION OF
OUTSTANDING UNSECURED LOAN, TO THE PERSONS BELONGING TO NON-PROMOTER GROUP
The Board, considering the financial position and therefore enhance the shareholders
participation, by approving the conversion of existing unsecured loans held by
non-promoter investors into equity shares on a preferential basis at a conversion ratio of
500,00,00,000 equity shares of Rs. 1/- each issued at par on preferential basis. The
Company is permitted to trade on the Exchange with effect from Thursday, December 26,
2024 subject to necessary regulatory approvals and compliance with the Companies Act,
2013 wide BSE approval dated on 10/10/2024.
Name of the proposed allottee |
Category |
No. of Equity Shares to be allotted |
% of holding |
1. Blue Bell Finance Limited |
Non- Promoter |
53,00,00,000 |
8.45% |
2. Calyx Securities Private Limited |
Non- Promoter |
75,00,00,000 |
11.95% |
3. Carewell Exim Private Limited |
Non- Promoter |
15,00,00,000 |
2.39% |
4. Dewan Motors Investment and Finance Limited |
Non- Promoter |
38,18,50,000 |
6.09% |
5. India Solomon Holdings Limited* |
Non- Promoter |
9,80,00,000 |
1.56% |
6. KDG Properties & Construction Private Limited |
Non- Promoter |
8,00,00,000 |
1.27% |
7. Lavender Holdings Private Limited |
Non- Promoter |
72,50,00,000 |
11.55% |
8. Legend Infoways (India) Limited |
Non- Promoter |
21,50,00,000 |
3.43% |
9. Microland Developers Private Limited |
Non- Promoter |
8,56,50,000 |
1.36% |
10. Trans Globe NKS Holdings Limited |
Non- Promoter |
64,30,00,000 |
10.25% |
11. Shanta Agencies Private Limited |
Non- Promoter |
32,80,00,000 |
5.23% |
12. Sulphur Securities Private Limited |
Non- Promoter |
69,55,00,000 |
11.08% |
13. Twinkle Mercantiles & Credits Private Limited |
Non- Promoter |
31,80,00,000 |
5.07% |
Total |
|
5,00,00,00,0 00 |
|
*India Solomon Holdings Limited is a listed entity.
12) BOARD OF DIRECTORS
The detailed profile of the Directors seeking Appointment/Re- appointment is given in
the explanatory statement accompanying notice to AGM and additionally in the Corporate
Governance Report forming part of the Annual Report.
During the year under review, no Non-Executive Directors (NEDs) of the Company had any
pecuniary relationship or transactions with the Company.
As required under Regulation 34(3) read with Schedule-V Para C (10)(i) of LODR,
Certificate from the Mrs. Parul Agarwal, Practicing Company Secretary that none of the
Company's Directors have been debarred or disqualified from being appointed or continuing
as directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.
The following changes have taken place in the Composition of the Board of Directors
during the Financial Year 2024-25:
1. Ms. Prerna (DIN: 10153909) and Mr. Tushar Rai Sharma (DIN: 09211414) Non-Executive
& Independent Directors of the Company has resigned from their Directorship of the
Company with effect from 08th July, 2024 and 09th July, 2024.
2. Mr. Luv Sharma (DIN: 09480544) & Ms. Reema Magotra (DIN: 09804839) was appointed
as an Additional Non-Executive & Independent Director of the Company w.e.f., August
13, 2024 & July 10, 2024.
A. DIRECTORS RETIRES BY ROTATION
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Deepak Kumar Bhojak, Managing Director of the Company, is
liable to retire by rotation and being eligible, offer himself for re-appointment. The
Board of Directors recommends his re-appointment.
B. INDEPENDENT DIRECTORS
The Independent Directors hold office for a fixed term of five years and are not liable
to retire by rotation. The Independent Directors have submitted their disclosure to the
Board that they fulfill all the requirements as to qualify for their appointment as an
Independent Director under the provisions of the Companies Act, 2013 as well as SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy for
Familiarization Programme of Independent Director is also placed on Website of the company
i.e. http://www.alstonetextiles.in/resource/Share_Holders_Information/Policies.aspx
respectively.
During the Year, One (1) Meeting held in the F.Y. 2024-25 on 25th March,
2025 of the Independent Directors.
C. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act the independent directors have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149 (6) of the Act along with Rules framed thereunder. There has been no change in
the circumstances affecting their status as independent directors of the Company.
The Company has received declarations from the Independent Directors to the effect that
(a) they fulfill the criteria for independence as laid down under Section 149(6) of the
Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the
SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date
("Listing Regulations") .
(b) that they have got themselves registered in the data bank for Independent Directors
being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of
Corporate Affairs, Government of India and their names are included in the data bank
maintained by IICA .
(c) they are not aware of any circumstance or situation, existing or anticipated, which
may impact or impair their ability to discharge duties (d) that they have complied with
the Code for Independent
Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the
Company's
Code of Conduct for Directors and Senior Management Personnel, to which as well, they
affirm their compliance.
As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has
programmers for Familiarization for the Independent Directors about the nature of the
Industry, Business model, roles, rights and responsibilities of Independent Directors and
other relevant information.
As required under Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the
Familiarization Programmed for Independent Directors are available at the Company's
website.
D. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company's Policy for the appointment of Directors and Key and Senior Managerial
Personnel and their Remuneration policy can be accessed on the Company's website at the
web-link: http://www.alstonetextiles.in/resource/Share_Holders_Information/Policies.aspx
In seeking to select individuals for induction as directors on the Board of Directors
of the Company, the criteria such as qualifications, positive attributes, independence as
set out in the aforementioned policy, are strictly adhered to. Additionally, the
knowledge, experience and expertise of the incumbent and their relevance to the Company,
are other aspects covered by the policy, which are considered.
Remuneration packages for directors, key and senior management personnel, are drawn up
in consonance with the tenets as laid down in the Remuneration Policy Depending upon the
nature, quantum, importance and intricacies of the responsibilities and functions being
discharged as also the standards prevailing in the industry the concerned individuals get
the best possible remuneration packages permissible under the applicable laws, so that the
Company gets to retain the best of quality and talent.
E. BOARD EVALUATION
In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors.
Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has
laid down evaluation criteria for performance evaluation of Independent Directors, which
is based on attendance, expertise and contribution brought in by the Independent Director
at the Board and Committee Meetings, which shall be taken into account at the time of
reappointment of Independent Director. The performance of the Independent Directors was
reviewed and evaluated by the entire Board and in such exercise, the director concerned
whose performance was being evaluated, did not participate. Pursuant to Section 134(3)(p)
of the Companies Act, 2013, and Regulation 25(4) of SEBI (LODR) Regulations, 2015,
Independent Directors have evaluated the quality, quantity and timeliness of the flow of
information between the Management and the Board, Performance of the Board as a whole and
its Members and other required matters.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members based on criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The performance of Non-Executive Directors, the Board as a whole and the Chairman of
the Company was evaluated by Independent Directors, after taking into account the views of
the Executive Director and NEDs.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors based on criteria such as the contribution of the individual director
to the Board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
F. COMPANY SECRETARY
Mrs. Shradha Sharma, an Associate Member of the ICSI, has been appointed, by the Board
of Directors, as Company Secretary and Compliance Officer of the Company with effect from
March 1, 2021.The same is continued till date.
G. CHIEF FINANCIAL OFFICER
Mr. Deepak Verma was appointed, by the Board of Directors of the Company, as Chief
Financial Officer of the Company with effect from April 24, 2019. The same is continued
till date.
H. KEY MANAGERIAL PERSONNEL
The following persons are designated as Key Managerial Personnel of the Company
pursuant to Section-2(51) and Section-203 of the Act, read with the Rules framed
thereunder:
A. Mr. Deepak Kumar Bhojak, (Managing Director). B. Mr. Deepak Verma, (Chief
Financial Officer). C. Ms. Shradha Sharma, (Company Secretary).
12. DIRECTORS' RESPONSIBILITY STATEMENT:
In Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that:
(i) In the preparation of the annual accounts, the applicable accounting standards
have been followed and there are no material departures;
(ii) 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 of the Company for that period;
(iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on a going concern basis;
(v) The Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively;
(vi) 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.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Company's internal financial controls were adequate
and effective during F.Y.2024-25.
13. MEETINGS
(a) BOARD MEETINGS
The Board of Directors met 7 times during the F.Y- 2024-25. The dates on which meetings
were held are 23/05/2024, 10/07/2024, 13/08/2024, 23/08/2024, 10/10/2024, 12/11/2024 and
14/02/2025.
The periodicity between two Board Meetings was within the maximum time gap as
prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
/ Companies Act, 2013. The Composition of the Board of Directors, their attendance at
Board Meetings and last Annual General Meeting is as under:
Name of Director's |
Designati on |
Category |
Number of Board Meetings |
Attend ance |
|
|
|
Membe rs entitled to Attend |
Director s attende d |
of Last AGM |
Mr. Deepak Kumar Bhojak |
Managin g Director |
Executive |
07 |
07 |
Yes |
Mr. Bhupendra Kaushik |
Director |
Non-Executive & Independent |
07 |
07 |
Yes |
Ms. Prerna Singh* |
Director |
Non-Executive & Professional |
01 |
01 |
No |
Mr. Tushar Rai Sharma** |
Director |
Non-Executive & Independent |
01 |
01 |
No |
Mr. Ramesh Kumar |
Director |
Non-Executive & Non- Independent |
07 |
07 |
Yes |
Mrs. Reema Magotra*** |
Director |
Non-Executive & Independent |
05 |
05 |
Yes |
Mr. Luv Sharma**** |
Director |
Non-Executive & Independent |
04 |
04 |
Yes |
*Ms. Prerna Singh (DI*Prerna Singh DIN: 10153909) Non- Executive &
Independent Directors of the Company has resigned from their directorship of the Company
with effect June 08th, 2024.
**Mr. Tushar Rai Sharma (DIN: 09211414) Non-Executive & Independent Directors of
the Company has resigned from the Board w.e.f. July 09th, 2024.
***Ms. Reema Magotra (09480544) was appointed as a Non-Executive & Independent
Director of the Company w.e.f., July, 10, 2024.
****Mr. Luv Sharma (DIN: 09480544) was appointed as a Non-Executive & Independent
Director of the Company w.e.f., August, 13, 2024.
COMMITTEE MEETINGS:
(i) AUDIT COMMITTEE
The Audit Committee comprises three Members of which two (including Chairman) of the
Committee are Independent Directors. During the year 4 (Four) Audit Committee Meetings
were convened and held.
Meetings of the Committee:
The Committee met (4) times in the FY 2024-25. The dates on which these meetings were
held are 16/05/2024, 13/08/2024, 11/11/2024, and 13/02/2025.
The Composition of Audit Committee and their attendance at the meeting are as under:-
Name of Members |
Category/ |
No. of Meetings |
|
Designation |
|
|
|
|
Members |
Members |
|
|
entitled to |
Attended |
|
|
Attend |
|
Mr. Bhupendra Kaushik |
Chairman |
04 |
04 |
Mr. Tushar Rai Sharma* |
Member |
01 |
01 |
Mr. Deepak Kumar Bhojak |
Member |
04 |
04 |
Ms. Reema Magrtra** |
Member |
03 |
03 |
1. *Mr. Tushar Rai Sharma (DIN: 09211414) Non-Executive & Independent Directors
of the Company has resigned from the Board w.e.f. July 09th, 2024.
2. **Mrs. Reema Magrtra (DIN: 09804839) Non-Executive & Independent Directors
of the Company w.e.f. July 10th, 2024.
(ii) NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises three members, all are
Non-Executive Directors (including Chairman) of the Committee are Independent Directors.
During the year, (1) Nomination & Remuneration Committee Meetings was convened and
held.
Meetings of the Committee:
The committee met 1 time during the period, from 1stApril 2024 to 31st March
2025. The date on which the meeting was held is 11/11/2024. The Composition of Nomination
& Remuneration Committee and their attendance at the meeting are as under:-
Name of Members |
Category/ Designation |
No. of Meetings |
|
|
Members entitled to Attend |
Members Attended |
Mr. Bhupendra Kaushik |
Chairman |
1 |
1 |
Mr. Luv sharma |
Member |
1 |
1 |
Ms. Reema Magotra |
Member |
1 |
1 |
The amended/ updated policy of nomination policy is also placed on website of the
company i.e., www.alstonetextiles.in.
(iii) STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee comprises three members all of them (including
Chairman) members are Independent Directors. During the year, (One) Stakeholders
Relationship Committee Meetings was convened and held. Meetings of the Committee:
The Committee met only one time dated on 21/08/2024 during the year.
The Composition Stakeholders' Relationship committee and their attendance at the
meeting are as Under:-
Name of Members |
Category/ |
No. of Meetings |
|
Designation |
Members entitled to Attend |
Member s Attende d |
Mr. Bhupendra Kaushik |
Chairman |
1 |
1 |
Mr. Luv Sharma |
Member |
1 |
1 |
Ms. Reema Magotra |
Member |
1 |
1 |
Compliance Officer:
Name of the Compliance Officer |
Contact Details |
E-Mail ID |
Ms. Shradha Sharma |
011- 28744161 |
alstonetextiles@gmail.com |
(iv)RISK MANAGEMENT COMMITTEE:
The Risk Management Committee comprises three members of which two (including Chairman)
of the Committee are Independent Directors. During the year Two (2) Risk Management
Committee Meetings was convened and held.
Meetings of the Committee:
The Committee met Two (2) times on 05/07/2024 and 08/11/2024 during the financial year
ended on March 31, 2025. The Composition Risk Management committee and their attendance at
the meeting are as under:-
Name of Members |
Category/ |
No. of Meetings |
|
Designation |
Members entitled to attended |
Members attended |
Mr. Bhupendra Kaushik |
Chairman |
2 |
2 |
Mr. Deepak Kumar Bhojak |
Member |
2 |
2 |
Mr. Tushar Rai Sharma* |
Member |
1 |
1 |
Ms. Reema Magotra |
Member |
1 |
1 |
*Mr. Tushar Rai Sharma (DIN: 09211414), Non-Executive & Independent Directors of
the Company has resigned from the Board w.e.f. July 09th, 2024.
(v) SHAREHOLDERS MEETING
There was one (1) Share Holders Meeting i.e. 39th AGM (Annual General
Meeting) held on 20th September, 2024 at 01:00 P.M. through video
conferencing/other audio-visual means (OAVM).
14. PARTICULAR'S OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investment covered under the provisions of Section 186
of the Companies Act, 2013 are given in the Notes to the Financial Statements.
15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of
SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle
blower policy. The policy provides the mechanism for the receipt, retention and treatment
of complaints and to protect the confidentiality and anonymity of the stakeholders. The
Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman
of the Audit Committee for redressal. No person has been denied access to the Chairman of
the Audit Committee.
The whistle Blower Policy is available on the website of the company i.e.,
http://www.alstonetextiles.in/resource/Share_Holders_Information/Policies.aspx
16. INTERNAL FINANCIAL CONTROL SYSTEM
Internal financial controls of the Company are commensurate with the nature and size of
business operations. Your Directors are of the view that there are adequate policies and
procedures in place in the Company so as to ensure: (1) the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company's assets that could have a material effect on the
financial statements.
17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The statement containing the top ten employees and the employees drawing remuneration
in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read
with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of the report. However, In terms of the proviso to
Section 136(1) of the Act, the Report and Accounts are being sent to the Members and
others entitled thereto, excluding the said information on employees' particulars. The
said statement is also available for inspection at the Registered Office of the Company
during business hours on working days of the Company up to the date of the ensuing Annual
General Meeting. Any Member interested in obtaining a copy of the same may write to the
Company Secretary.
18. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions pertaining to or developments/happenings in
respect of such matters, during the year under review's
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme including the stock option schemes in force in the Company.
3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in future.
4. Corporate insolvency resolution process initiated or pending of any insolvency
proceedings under the insolvency and bankruptcy code, 2016 (IBC).
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties for the financial
year 2024-25 are annexed herewith to the Financial Statements in Form No. AOC-2 (Annexure-I)
20. MANAGEMENT DISCUSSION ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirement), 2015, is presented in a
separate section which forms part of the Annual Report under Annexure-II.
21. CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements)
Regulation, 2015, Report on Corporate Governance is applicable as the Company has Paid-up
Share Capital of INR 6,27,48,00,000/- (Rupees Six Hundred Twenty Seven Crores Forty Eight
Lakhs Only) and Net worth is INR 65,590.59 Cr. (Rupees Sixty Five Thousand Five Hundred
Ninety CroreOnly) as at March 31st, 2025. As per Regulation 27(2) of the SEBI
(Listing Obligations and Disclosure Requirement) Regulation's 2015, a report on Corporate
Governance together with the Auditor's Certificate regarding the compliance of conditions
of Corporate Governance forms part of the Annual Report under Annexure - III. A
Practicing Company Secretary's Certificate certifying the Company's compliance with the
requirements of listing regulations as set out in the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is attached to the Report.
22. AUDITORS
A. SECRETARIAL AUDITOR
The Board of Directors has appointed ACS Parul Agrawal Practicing Company Secretary to
hold the office of the Secretarial Auditor and to conduct the Secretarial Audit for
Financial Year 2024-25.
(i) SECRETARIAL AUDITOR'SREPORT
The Secretarial Audit Report is annexed herewith as Annexure - IV to this
report in Form No. MR -
3 (ii) SECRETARIAL AUDITOR'S OBSERVATIONS
The observations made by Auditors with reference to notes to account and the following
are the comments by secretarial Auditor: During the period under review the Company has
complied with the provisions of the Act, Rules, Regulation, Guidelines, Standards, etc.
mentioned above subject to the following observation.
The Board of Directors considered the matter and seeking to resolve the matter.
B. STATUTORY AUDITOR
At the Board Meeting of the company held on Saturday, 31st May, 2025, Board
has appointed M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No.
(011199N) as Statutory Auditors of the Company under casual vacancy in place of M/S H K
CHHABRA & CO, Chartered Accountants (Firm Registration No. (010917N) who tender his
resignation on 07th May 2025, to hold the office till the conclusion of Ensuing AGM.
Re-Appointment of M/S V R S K & ASSOCIATES, Chartered Accountants (Firm
Registration No. (011199N), as Statutory Auditors of the Company would be tabled at the
meeting of Members, to be appointed as a Statutory Auditor of the Company Subject to the
approval of Shareholders at General Meeting
At the Board Meeting of the company held on Friday, 14th February, 2025,
Board has appointed M/s H K Chhabra & Co., Chartered Accountants (Firm
Registration No. 010917N) as Statutory Auditors of the Company under casual vacancy
in place of GSA & ASSOCIATES LLP., Chartered Accountants (ICAI Registration No.
AAS-8863) to hold the office till the conclusion of Ensuing AGM.
However, a Certificate from the Auditors has been received from the Statutory to the
effect that their appointment, if made, would be within the limits prescribed under
section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be
appointed as statutory auditors in terms of the provisions of the proviso to section
139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions
of Companies (Audit and Auditors) Rules, 2014.
The Notes on financial statement referred to in the Auditors' Report are self
explanatory and do not call for any further comments.
The Auditors' Report does not contain any qualification, reservation or adverse remark.
(i) STATUTORY AUDITOR'S REPORT
The Auditors have given his Audit Report for the Financial Year 2024-25 and same is
annexed herewith as Annexure - V to the Annual Report.
(ii) STATUTORY AUDITOR'S OBSERVATIONS
The observations made by Auditors with reference to notes to account are
Self-explanatory and need no comments. The Board of Directors considered the matter and
seeking to resolve the matter, if any.
C. INTERNAL AUDITOR
Mr. Anil Prakash was appointed as an Internal Auditor of the Company for the Financial
Year 2024 -25.
(i) INTERNAL AUDITOR'S REPORT
Mr. Anil Prakash has placed the Internal Audit Report before the Audit Committee and
Board.
(ii) INTERNAL AUDITOR'S OBSERVATIONS
Internal Auditor's Report is self-explanatory and need no comments.
23. MAINTENANCE OF COST RECORDS
Maintenance of Cost Audit Records as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company
and accordingly such accounts and records are not required to be made and maintained.
Also, Cost Audit is not applicable to the Company.
24. ENHANCING SHAREHOLDER VALUE
Our Company firmly believes that its success in the market place and a good reputation
is among the primary determination of value to the shareholders. For this purpose, the
Management has listed its shares on BSE Limited (BSE) having nationwide trading platform.
25. PARTICULARS OF EMPLOYEES
Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
1. Ratio of remuneration of each director to the median remuneration of the
employees of the company for the financial year ended 31st March, 2025.
Sr. No. |
Name of Directors |
Remuneration P. A. |
Ratio to Median Remuneration of Employees |
(i) |
Deepak Kumar Bhojak |
NIL |
NIL |
Note: Sitting fees paid to Independent Directors and no fees paid to Non-executive
director and hence not included in the above table.
1. The percentage increase in remuneration of each director CFO, CEO, Company
Secretary or Manager, if any, in the financial year 2024-25: NIL
2. Percentage increase in median remuneration of employees in the financial year: NIL
3. There are 2 permanent employees on the rolls of the company as on 31st
March, 2025.
4. Affirmation that the remuneration is as per the remuneration policy of the
company: Pursuant to Rule 5(1)(Xii) of the 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.
26. DEMATERIALISATION OF SHARES
The Company has connectivity with NSDL & CDSL for dematerialization of its equity
shares. The ISIN- INE184S01024 has been allotted for the Company. Therefore,
the shareholding in the electronic mode with their Depository Participates 99.92%
of the Company's Paid-up Share Capital is in dematerialized form and balance 0.08%
is in physical form as on 31st March, 2025.
27. LISTING OF SHARES
The Company has Listed 6,27,48,00,000 Equity Shares of 1/- each on BSE Limited as on 31st
March, 2025.
28. HEALTH, SAFETY AND ENVIRONMENT PROTECTION
The Company has complied with all the applicable environmental law and labor laws. The
Company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety.
29. HUMAN RESOURCES
People remain the most valuable asset of your Company. Your Company follows a policy of
building strong team of talented professionals. Your Company continues to build on its
capabilities in getting the right talent to support different products and geographies and
is taking effective steps to retain the talent. It has built an open, transparent and
meritocratic culture to nurture this asset. The Company recognizes people as its most
valuable asset and The Company has kept a sharp focus on Employee Engagement. The
Company's Human Resources is commensurate with the size, nature and operations of the
Company.
30. DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE
COMPANIES ACT, 2013
During the year under review, your Directors do not observe any transactions which
could result in a fraud. Your Directors hereby declares that the Company has not been
encountered with any fraud or fraudulent activity during the Financial Year 2024-25.
31. COMPLIANCE
The Company has complied and continues to comply with all the applicable regulations,
circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock
Exchange(s), Securities and Exchange Board of India (SEBI) etc. The Company has complied
with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with
the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and other applicable rules/regulations/guidelines issued from time to time.
32. SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval by the Central Government to the Secretarial Standards
specified by the Institute of Company Secretaries of India on April 10, 2015, the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised
with effect from October 01, 2017. The Company is in compliance with the Secretarial
Standards.
33. 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
"ATIL" Annual Report 2024-25 Page 40 of 133
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & 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 policy is available on the website of the
company i.e., www.alstonetextiles.in.
The following is a summary of sexual harassment complaints received and disposed of
during the year 2024-25.
No of complaints received |
NIL |
No of complaints disposed of |
NIL |
34. DEVELOPMENT& IMPLEMENTATION OF RISK MANAGEMENT POLICY
In compliance with Regulation 21(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in
such regulations notified by SEBI on May 5, 2021. During the financial year 2024-25 Mr.
Tushar Rai Sharma resigned from their directorship of the company w.e.f. 09.07.2024 and
Ms. Reema Magotra, was appointed as a Non-Executive & Independent Director of the
Company w.e.f., 10.07.2024.
Risk Management Committee was constituted by the Board of Directors comprising of Mr.
Bhupendra Kaushik, a Non-Executive Independent Director as the Chairman along with Mr.
Deepak Kumar Bhojak, Managing Director and Ms. Reema Magotra, Non-Executive Independent
Director both are members of the committee to oversee implementation of the Risk
Management Policy in force in the Company, and monitor and evaluate risks, basis
appropriate methodology, processes and systems.
The Risk Management Policy is in force and application in the Company has been drawn up
based on a detailed assessment of the operational risks, risks associated with related
business in India in general and the business of the Company in particular. The Risk
management Policy also covers the risks related to the Company assets and property, the
risks which the employees of the Company may get exposed to, the risks arising out of non
- compliance if any, with the provisions of and requirements laid down under various
applicable statutes, Foreign Exchange related risks, risks which could emanate from
business competition, contractual risks etc. Management Discussion and Analysis Report
which forms part of the Annual Report identifies key risks, which can affect the
performance of the Company. The policy has been uploaded on the website of the Company.
35. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
36. DETAILS OF CRYPTO / VIRTUAL CURRENCY
There were no Transaction and Financial Dealing in Crypto / Virtual Currency during the
Financial Year 2024-25.
34. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL
YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT
Apart from the information provided/disclosures made in the Directors' Report including
Annexures thereof, there are no material changes and commitments affecting the financial
position of the Company, occurred between the ends of the financial year of the Company
i.e. March 31, 2025 till date of this Report.
35. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
During the Financial Year 2024-25, there were no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status of the
company.
36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished.
(A) Conservation of energy:
Steps taken / impact on conservation of energy, with special reference to the
following: NIL
Steps taken by the company for utilizing alternate sources of energy including waste
generated: NIL
(B) Technology absorption:
The Company has not taken any technical knowhow from anyone and hence not applicable.
The Company has not imported any technology and hence not applicable. Expenditure incurred
on Research and Development: The Company has not incurred any expenditure on research and
development.
(C) Foreign Exchange Earnings/Outgo:
Foreign Exchange Earnings and |
31st March, |
31st March, |
Outgoings |
2025 |
2024 |
Earnings in Foreign Currency (FOB Value of exports) |
NIL |
NIL |
Expenditure in Foreign Currency |
NIL |
NIL |
37. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year under review, there were no Application made or proceeding in the name
of the Company under the Insolvency and Bankruptcy Code, 2016.
38. CODE OF CONUCT ON SEBI (PIT)
The Company has laid down a code of conduct for all Board members and senior management
personnel. The Code of Conduct is available at company's website
http://www.alstonetextiles.in/resource/Share_Holders_Information/CodeofConduct.aspx.
39. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from
Banks and Financial Institutions.
40. GREEN INITIATIVES
This year too, Annual Report and the notice of the 40th Annual General
Meeting of the Company are being sent to all members electronically, at their registered
e-mail ids as made available to the Company or its Registrar and Transfer Agent, Bigshare
Services Pvt. Ltd. The e-voting facility is being provided to the members to enable
them to cast their votes electronically on all resolutions sent forth in the notice,
pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014. The instructions for e-voting are provided in
the notice.
Furthermore, in compliance with the conditions and the related procedure laid down in
the MCA Circulars, the meeting and the voting thereat shall take place in the manner so
laid down.
41. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT 1961
We hereby affirm that our company fully complies with the provisions of the Maternity
Benefit Act, 1961, as amended from time to time. We are committed to ensuring the rights
and welfare of our women employees, and accordingly: Maternity benefits, including paid
leave, medical bonus, nursing breaks, and other applicable entitlements, are provided in
accordance with the Act; No discrimination is made against women employees on account of
pregnancy, childbirth, or any conditions related thereto; Appropriate records are
maintained as per statutory requirements; We ensure a safe, inclusive, and supportive work
environment for all women employees, particularly during maternity and post-maternity
periods. This statement is issued in good faith and in the interest of transparency and
statutory compliance.
42. ACKNOWLEDGEMENT
The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their
valuable support and assistance. The Directors wish to place on record their appreciation
of the commendable work done, dedication and sincerity by all the employees of the Company
at all levels during the year under review.
The Company will make every effort to meet the aspirations of its shareholders and wish
to sincerely thank them for their whole hearted co-operation and support at all times.