| The Directors are pleased to present Annual Report and Audited Accounts
for the financial year ended March 31, 2015.
FINANCIAL HIGHLIGHTS
Audited Financials Results -Standalone
(In Rupees)
Particulars Year ended Year ended
31 March, 2015 31 March, 2014
Net Sales/Income
from Operations - -
Other Income
Total Income
Total Expenses 1065738 1437824
Profit / Loss Before
Taxation (1397310) (2087824)
Provision for Tax 6661 (1.318)
Profit / Loss After
Taxation (1403970) (2086506)
Surplus / (Deficit)
carried to Balance Sheet
Earning Per Share 0.29 0.42
Audited Financials Results - Consolidated
(In Rupees)
Particulars Year ended
31 March, 2015
Net Sales/Income from Operations -----
Other Income 96000
Total Income 96000
Total Expenses 1224815
Profit / Loss Before Taxation 1460387
Provision for Tax 6661
Profit / Loss After Taxation
and before Minority Interest 1467048
Profit / Loss After Taxation
and after Minority Interest 1437944
Earning Per Share 0.30
OPERATIONS
The income of the Company for the period under review was NIL as
against NIL in the last year resulting into a loss of Rs. 14,03,970
Lakhs as against a loss of Rs. 20,86,506 Lakhs in the previous year
mainly on account of Administrative, Depreciation and salary costs.
favour of ARCIL (Asset Reconstruction Company India Limited) as the
sole trusty under SARFAESI Act, 2002.
CAPITAL STRUCTURE
During the current year, the Company has not received any additional
Capital Total paid up Paid up Share Capital of the Company as on 31st
March, 2015 is Rs. 49,143,330.
DIVIDEND
In view of financial losses during 2014-2015, Your Directors have not
recommended any dividend for the financial year 2014-2015.
RESERVE
The Board of Directors of the Company does not propose any amount to
carry to any reserve for the financial year ended March 31, 2015.
FIXED DEPOSIT
Your Company has not accepted any Fixed Deposits during the year
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the requirements set out
by the Securities and Exchange Board of India's Corporate Governance
practices and have implemented all the stipulations prescribed.
The detailed Corporate Governance Report forms part of this Director'
Report
MANAGEMENT DISCUSSION & ANALYSIS
Management discussion and analysis have been appended to this report in
terms of the Listing Agreement and marked Annexure II.
Particulars of Employees
None of the Employees of the Company draws remuneration exceeding the
limits prescribed under Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with Section 197
of the Act, hence the statement required under the said is not required
to be annexed.
VIGIL MECHANISM
The Company has a Vigil mechanism and Whistle blower policy under which
the employees are free to report violations of applicable laws and
regulations and the Code of Conduct under the supervision of Audit Com-
mittee. During the year under review, no report related to the
violation received.
ANNUAL ACCOUNTS OF SUBSIDIARY
As per the provisions of Sec 129 (3) of the Companies Act, 2013 read
with rule 5 of the Companies (Ac- counts) Rules, 2014, a separate
statement containing salient features of financial statements of
subsidiary has been attached with Consolidated Financial Statements for
the year 2014-15.
The Consolidated Financial Statements have been presented in the Annual
Report.
STATUTORY AUDITORS
The Company at its twenty fourth AGM held on 30th September, 2015
appointed M/s AAAM & Co., Chartered Accountants, Delhi, having Firm
Registration No. 002504N allotted by The Institute of Chartered
Accountants of India, as Statutory Auditors of the Company to hold
office, from the conclusion of the said AGM until the conclusion of
24th Annual General Meeting, subject to ratification at every AGM. The
Company has obtained necessary certificate under Section 141 of the
Company Act, 2013 from them conveying their eligibility for being
statutory auditors of the Company for the year 2015-16.
AUDITORS' REPORT
The observations/qualifications of the Auditors in the Auditors Report
are explained and clarified, wherever necessary, in the appropriate
Notes to the Accounts.
SECRETARIAL AUDITORS
M/s. Datt Ganesh & Associates, Company Secretaries have been appointed
as Secretarial Auditors of the Company for the financial year 2014-15
in line with the provisions of Section 204 of the Companies Act, 2013.
The Secretarial Auditor Report is annexed.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Our company had 4 directors Ms. Pooja Rastogi, Whole time director, Mr.
Sohan Lal, managing Director, Ms. Sheetal Jain, Director and Mr.
Sudhish Kumar Rastogi, director of the company.
Ms. Pooja Rastogi, Director of the Company retires by rotation and
being eligible offer herself for re-appointment. Your Director
recommends his reappointment. Appointment of Ms. Pooja Rastogi is in
compliance with the provisions of Section 164(2) of the Companies Act,
2013.
Pursuant to the provisions of Section 149 and other applicable
provisions of the Companies Act, 2013 with respect to appointment and
tenure of the Independent Directors which came into effect from April
1, 2014, the Independent Directors shall be appointed for not more than
two terms of five years each and shall not be liable to retire by
rotation. The Term shall be effective prospectively.
Board appoints Mrs. Meena Rastogi as an additional director on the
board subject to regularization in the upcoming Annual General Meeting
of the Company.
Board also Appoints Mr. Ankit Agarwal as an additional director under
independent capacity on the board subject to regularization of the
appointment in the upcoming Annual General Meeting of the Company.
Board Also Consider the appointment of MS. Pooja Rastogi as a Chief
Financial Officer of the Company,
Ms. Sheetal Jain and Mr. Sudhish Kumar Rastogi resigned from the
position w.e.f. 5th August, 2015.
NUMBER OF MEETINGS OF THE BOARD
During the period commencing from 1st April, 2014 and ending on 31st
March, 2015, the board of directors of your company met on the
following dates on 30th May, 2014, 14th August ,2014, 5th September,
2014, 4th October, 2014, 14th November 2014, 14th February 2015 & 31st
March 2015.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, extract of
annual return in Form MGT-9 is enclosed herewith as Annexure-4.
RISK MANAGEMENT POLICY
The Board of Directors of the company is of the view that currently no
significant risk factors are present which may threaten the existence
of the company.
PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186
There is no any loans, Investment or Guarantee given or taken by the
company during the year.
RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF COMPANIES ACT, 2013
No transaction has been entered into by the Company during the period
under review.
AUDIT COMMITTEE UNDER SECTION 177 OF COMPANIES ACT, 2013
As per the provisions of Section 177 of the Companies Act, 2013, the
Company is having the Audit Commit- tee to oversee internal audit and
control procedures, final accounts and reporting process. The committee
comprises of three Directors.
NOMINATION AND REMUNERATION COMMITTEE UNDER SECTION 178 OF COMPANIES
ACT, 2013
As per section 178 of the Companies Act, 2013 and rules made there
under and Clause 49 (effective October 1, 2014), the existing
Remuneration Committee was renamed as Nomination and Remuneration
Committee by the Board of Directors, which recommend in the Board
policy relating to remuneration of Directors, Key Managerial Personnel
and other employees.
STAKEHOLDER RELATIONSHIP COMMITTEE
In compliance of Section 178 of the Companies Act, 2013, rules made
there under and Clause 49 (VIII)(E)(4) of the revised Listing agreement
effective October 1, 2014, the existing Shareholders'/Investors'
Grievance Committee was renamed as Stakeholders' Relationship Committee
by the Board of Directors, to consider and resolve the grievances of
security holders of the Company.
RISK MANAGEMENT COMMITTEE
As the Company has done no business for several years, In view of which
the Risk Management Committee has not been formed. Since there being no
business, the element of risk which may threaten the existence of the
Company, no element has been identified of risk.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO:
The particulars relating to conservation of energy and technology
absorption read with the Companies (Dis- closure of Particulars in the
Report of the Board of Directors) Rules, 1988 is annexed hereto and
forms part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 of the Companies Act, 2013 with respect of
Directors' responsibility, it is hereby confirmed -
I. That in the preparation of the annual accounts, the applicable
accounting standards had been followed;
II. That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
III. That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. That the directors had 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 that such internal financial controls are
adequate and were operating effectively.
vi. The directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013 that he has
met criteria of independence laid down in Section 149(6) of Companies
Act, 2013 and Clause 49 of Listing Agreement.
INTERNAL AUDITOR
The Company has appointed M/s. S. Kumar Goel & Company Chartered
Accountants (Firm Registration No. 05275C) as an Internal Auditor of
the Company for the FY 2014-15, to conduct internal audit of the
Company.
DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
During the year under review, no company became or cease to become
Subsidiary/Joint Venture/Associate of the Company.
Significant and Material Orders passed by the Regulators or Courts or
Tribunal impacting the going concern status of the Company There are no
significant and / or material orders passed by the Regulators or Courts
or Tribunal impacting the going concern status and Company's future.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of Companies Act, 2013, the Company doesn't
have working status. Therefore, it is not required to constitute a CSR
Committee.
STOCK EXCHANGE LISTING:
The Equity Shares of your Company are listed at: I The Stock Exchange,
Mumbai. (BSE);
II. The Jaipur Stock Exchange Limited.
III. The Delhi stock Exchange.
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code)
applicable to all the employees and Non-executive Directors including
Independent Directors. The Code is applicable to Non-executive Di-
rectors including Independent Directors to such extent as may be
applicable to them depending on their roles and responsibilities. The
Code gives guidance and support needed for ethical conduct of business
and compliance of law. The Code has been circulated to Directors and
Management Personnel, and its compliance is affirmed by them
annually. A declaration signed by the Company's Directors is published
in this Report.
PUBLIC DEPOSITS
The Company has not accepted / invited any public deposits during the
period under review and hence provisions of Section 73 of the Companies
Act, 2013.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Clause 32 and 50 of the Listing Agreement, Your Company has
prepared Consolidated Financial Statements as per the Accounting
Standards applicable to the Consolidated Financial Statements issued by
the Institute of Chartered Accountants of India. Audited Consolidated
Financial Statements along with the Auditor's Report are annexed with
this Report.
APPRECIATION & ACKNOWLEDGEMENT:
Your Directors appreciate the valuable co-operation extended by the
Company's Bankers, monitoring agency & other Central and State
Government departments, for their continued support. Your Directors
place on record their wholehearted appreciation of your Company's
employees at all levels. Your Directors also ac- knowledge with
gratitude the backing of its shareholders.
For and on behalf of Board of Directors
Alchemist Corporation Limited
Sd/-
Sohan Lal
(Managing Director)
DIN : 03322557
Place: New Delhi
Date: 30.05.2015
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