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Directors Report of Alacrity Securities Ltd.
Mar 31, 2025
The Board of Directors are pleased to present the Company 31st Annual Report and the Company''s
audited financial statements for the financial year ended March 31, 2025.
1. OPERATING RESULTS
The operating results of the Company for the year ended March 31, 2025 are as follow:
|
Particulars |
Year ended 31st March |
Year ended 31st |
|
Revenue from Operations |
57007.49 |
34120.30 |
|
Profit before tax from continuing operations |
1588.94 |
1644.61 |
|
Tax Expenses (Including Deferred Tax) |
385.42 |
499.35 |
|
Profit after Tax |
1204.50 |
1145.26 |
|
Total Income for the year |
1204.50 |
1145.26 |
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY''S AFFAIR
During the year under review, your Company achieved total revenue from operations of Rs. 57007.49
Lakhs (previous year Rs. 34120.30 Lakhs).
The profit after tax (including other comprehensive income) is at Rs. 1204.50 Lakhs (previous year Rs.
1145.26 Lakhs).
4. SHARE CAPITAL
Authorised Share Capital: The Authorised Share Capital of the Company is Rs. 52,00,00,000 divided in
to 5,20,00,000 Equity Shares of Rs. 10/- each.
Issued Subscribed and Paid-up Share Capital: The Issued Subscribed and Paid-up Share Capital of the
Company is Rs. 46,66,00,000 divided in to 4,66,60,000 Equity Shares of Rs. 10/- each.
During the year the following changes have taken place in the Issued Subscribed and Paid-up Share
Capital of the Company:
> In the Board Meeting held on May 09, 2024 the Board of Directors of the Company had
approved the allotment of 30,80,000 Equity Shares of Rs. 10/- each issued at a premium of
Rs.35.50/- to Non-Promoters on a preferential basis.
> Allotment of 1,95,00,000 and 30,00,000 equity shares due to Conversion of Equity Warrants of
Rs. 10/- each issued at a premium of Rs.16/- to Promoter, Promoter Group and Non-Promoters
on a preferential basis respectively on November 02, 2024 and November 13, 2024.
The equity shares of the Company were migrated & admitted to dealings on the Mainboard Platform
in the list of ''B'' Group with effect from Thursday, October 03, 2024.
5. DIVIDEND
Your directors do not recommend any divided for the financial year ended March 31, 2025.
6. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated
Financial Statement is part of the Annual Report.
7. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section
125 of the Companies Act, 2013.
9. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.
10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. Major risks identified by the businesses and functions are systematically addressed
also discussed at the meetings of the Risk Management Committee and the Board of Directors of the
Company. The Company has constituted Risk Management Committee and its risk management policy
is available on the website of the Company.
11. INTERNAL CONTROL SYSTEM
The Company''s internal controls system has been established on values of integrity and operational
excellence and it supports the vision of the Company "To be the most sustainable and competitive
Company in our industry". The Company''s internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. These are routinely tested and certified by
Statutory as well as Internal Auditors and their significant audit observations and follow up actions
thereon are reported to the Audit Committee.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
During the year under review, your Company has not made any investment, given any loan or
guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made
thereunder.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm''s length basis, in the ordinary course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related
party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc.
which may have potential conflict with the interest of the Company at large or which warrants the
approval of the shareholders.
The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Company''s financial
statements (note 27) in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval
is obtained for the transactions which are foreseen and repetitive in nature.
14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end,
has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent,
contractual, temporary, trainees) are covered under the said policy.
The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 which redresses complaints received on sexual harassment.
During the financial year under review:
a) Number of complaints filed during the financial year: NIL
b) Number of complaints disposed of during the financial year: NIL
c) Number of complaints pending as on end of the financial year: NIL
15. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual
Return Financial Year 2024-25 https: / / www.alacritysec.com/annual-reports.php
16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board met 10 times on 22/05/2024, 05/09/2024, 02/11/2024, 12/11/2024,
13/11/2024, 10/01/2025, 01/02/2025, 12/02/2025,21/03/2025 & 24/03/2025.
17. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby
confirm:
⢠That in the preparation of the annual accounts, the applicable accounting standards have been
followed and there has been no material departure.
⢠That the selected accounting policies were applied consistently and the Directors 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 on 31st March, 2025, and that of the profit of the Company for the year ended on that
date.
⢠That proper and sufficient care has been taken 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.
⢠That the annual accounts have been prepared on a going concern basis.
⢠The Board has laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively.
⢠The directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
18. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY DURING THE YEAR
Issue of Shares on Private Placement/Preferential Basis
⢠In the Board Meeting held on May 09, 2024 the Board of Directors of the Company had
approved the allotment of 30,80,000 Equity Shares of Rs. 10/- each issued at a premium of
Rs.35.50/- to Non-Promoters on a preferential basis.
⢠Allotment of 1,95,00,000 and 30,00,000 equity shares due to Conversion of Equity Warrants of
Rs. 10/- each issued at a premium of Rs.16/- to Promoter, Promoter Group and Non-Promoters
on a preferential basis respectively on November 02, 2024 and November 13, 2024.
20. ARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this
report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of employees drawing remuneration in excess of
the limits set out in the said Rules, if any, forms part of the Report.
The policy is available on the Company''s website. www.alacritysec.com.
21. DIRECTORS
Pooja Ashutosh Gupta is liable to retire by rotation in this ensuing Annual General Meeting and being
eligible he has offered herself for reappointment. Your directors recommend her re-appointment.
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 and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the
Company.
22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection,
Appointment and Remuneration of Directors which inter-alia requires that composition and
remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior
management employees and the Directors appointed shall be of high integrity with relevant expertise
and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria
while recommending the candidature for the appointment as Director.
23. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to
be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules.
24. STATUTORY AUDITORS
The Members of the Company in the Annual General Meeting held on 30th September 2022
appointment of M/s. CLB & Associates Chartered Accountants (FRN 124305W) as Statutory Auditor of
your company for a period of 5 years from the conclusion of this Annual General Meeting till the
conclusion of the Annual General Meeting to be held in the year 2027.
25. INTERNAL AUDITORS
M/s HP Bhalekar & Associates Chartered Accountants, were appointed as internal auditors by the
Board for the financial year 2024-25 and who have issued their reports on quarterly basis.
26. SECRETARIAL AUDITORS
The Company has appointed M/s Jaymin Modi & Co. Company Secretaries, as Secretarial Auditors of
the Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial
Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act,
2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
The Secretarial Audit Report for the FY 2024-25 is annexed herewith and forms part of this report as
Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.
27. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company.
Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act,
2013 was not applicable for the business activities carried out by the Company for the FY 2024-25.
Accordingly, such accounts and records are not made and maintained by the Company for the said
period.
28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
The secretarial auditor of the company has made the following Qualifications
Some of the Intimations under the provisions of the Companies Act, 2013 have been filed after the lapse
of statutory time period. However, necessary additional fees have been remitted for such delay.
Board Reply
The e-forms were filed with necessary additional fees.
Apart from the above there are no qualifications, reservations or adverse remarks or disclaimers made
by the auditors and the practicing company secretary in their reports.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed to this Annual Report as Annexure E.
30. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does don''t have any Holding, Subsidiary, Joint Ventures and Associate Companies as on
March 31, 2025.
31. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
During the period under review, neither any application under Corporate Insolvency Resolution
Process was initiated nor any pending under the Insolvency and Bankruptcy Code, 2016
32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the period under review, no such settlement took place.
33. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by
the employees and other Directors. The Company has also provided adequate safeguards against
victimisation of employees and Directors who express their concerns.
The Vigil Mechanism Policy is available at the website of the Company: www.alacritysec.com.
34. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have
not reported any instances of frauds committed in the Company by its Officers or Employees to the
Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
35. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the
performance evaluation of the Board and its Committees were carried out during the year under review.
36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company
occurred during the financial year.
37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE.
During the year there has been no significant material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and company''s operations in future.
38. MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the independent directors ("Annual ID Meeting") was convened on March 21,
2025, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and
the Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors
was discussed by the Chairperson with the Board covering performance of the Board as a whole,
performance of the Non-Independent Directors and performance of the Board Chairman. All
Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of
Independence. As required under Section 149(7) of the Companies Act, 2013.
39. DETAILS OF FAMILIARIZATION PROGRAMME IMPARTED TO INDEPENDENT
DIRECTORS FOR THE FINANCIAL YEAR 2024-2025
On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms
of appointment, duties, responsibilities and expected time commitments. Each newly appointed
Independent Director is taken through an induction and familiarization program including the
presentation and interactive session with the Committee Members and other Functional Heads on the
Company''s finance and other important aspects.
40. CORPORATE GOVERNANCE
Your company will continue to uphold the true spirit of Corporate Governance and implement the best
governance practices. A report on Corporate Governance pursuant to the provisions of Corporate
Governance Code stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is enclosed as Annexure F. The complete details of the various board committees are
also provided therein along with Secretarial Auditors'' Certificate regarding compliance of conditions
of corporate governance.
41. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force and hence particulars are
not furnished, as the same are not applicable. No proceedings against the Company are initiated or
pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount of
the valuation done at the time of one-time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof - Not Applicable.
42. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business transactions
guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandates formulation of certain policies for listed companies. The Policies are reviewed
periodically by the Board and are updated based on the need and compliance as per the applicable laws
and rules and as amended from time to time. The policies are available on the website of the Company.
43. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary provisions of the
revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
44. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success, the marketplace and a good reputation are among the
primary determinants of value to the shareholder. The organisational vision is founded on the principles
of good governance and delivering leading-edge products backed with dependable after sales services.
Following the vision your Company is committed to creating and maximising long-term value for
shareholders.
45. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not
applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less
than rupees One Thousand Crore and Net Profit less than rupees Five Crore.
46. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with
Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy)
Rules, 2014.
As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate
Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has
spent towards CSR activities, details of which are provided in attached Annexure G to Director''s
Report.
47. ACKNOWLEDGEMENTS
Your directors take this opportunity to express their sincere appreciation and gratitude for the
continued co-operation extended by shareholders, employees, customers, banks, suppliers and other
business associates.
By order of the Board
For Alacrity Securities Limited
Sd/-
Kishore Vithaldas Shah
Wholetime Director & CFO
DIN 01975061
Date: September 05, 2025
Place: Mumbai
Mar 31, 2024
The Board of Directors are pleased to present the Company Annual Report and the Company''s audited financial statements for the financial year ended 31st March, 2024.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March, 2024 are as follow:
|
Particulars |
Year ended 31st March 2024 |
Year ended 31st March 2023 |
|
Revenue from Operations |
34120.30 |
20720.73 |
|
Profit before tax from continuing operations |
1644.61 |
456.51 |
|
Tax Expenses (Including Deferred Tax) |
499.35 |
133.36 |
|
Profit after Tax |
1145.26 |
323.15 |
|
Total Income for the year |
1145.26 |
323.15 |
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY''S AFFAIR
During the year under review, your Company achieved total revenue from operations of Rs. 34120.30 Lakhs (previous year Rs. 20720.73 Lakhs).
The profit after tax (including other comprehensive income) is at Rs. 1145.26 Lakhs (previous year Rs. 323.15 Lakhs).
4. DIVIDEND
Your Directors do not recommend any divided for the financial year ended 31s March 2024.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the Company.
10. INTERNAL CONTROL SYSTEM
The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.
The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Company''s financial statements (note 27) in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.
13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
14. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2023-24 https://www.alacritysec.com/annual-reports.php
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board met 8 times on 16/05/2023, 07/09/2023, 03/11/2023, 09/11/2023, 23/12/2023, 10/01/2024, 06/02/2024, & 28/02/2024.
16. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:
⢠That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.
⢠That the selected accounting policies were applied consistently and the Directors 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 on 31st March, 2024, and that of the profit of the Company for the year ended on that date.
⢠That proper and sufficient care has been taken 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.
⢠That the annual accounts have been prepared on a going concern basis.
⢠The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
⢠The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE YEAR
Issue of Shares on Private Placement/Preferential Basis
⢠the company issued & allotted 2,25,00,000 warrants convertible into 2,25,00,000 equity shares of Rs. 10/- each on 10.01.2024 to be issued at a price not less than Rs. 16/- to Promoters, Promoters Group and Non-Promoters on a preferential basis.
19. ARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The policy is available on the Company''s website. www.alacritysec.com.
20. DIRECTORS
Mr. Kishore Vithaldas Shah is liable to retire by rotation in this ensuing Annual General Meeting and being eligible he has offered herself for reappointment. Your directors recommend his re-appointment. 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 and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the Company.
21. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
22. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to
be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
23. STATUTORY AUDITORS
The Members of the Company in the Annual General Meeting held on 30th September 2022 appointment of M/s. CLB & Associates Chartered Accountants (FRN 124305W) as Statutory Auditor of your company for a period of 5 years from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2027.
24. INTERNAL AUDITORS
M/s HP Bhalekar & Associates Chartered Accountants, were appointed as internal auditors by the Board for the financial year 2023-24 and who have issued their reports on quarterly basis.
25. SECRETARIAL AUDITORS
The Company has appointed M/s Jaymin Modi & Co. Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2023-2024 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the FY 2023-24 is annexed herewith and forms part of this report as Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.
26. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period.
27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The secretarial auditor of the company has made the following Qualifications
Some of the Intimations under the provisions of the Companies Act, 2013 have been filed after the lapse of statutory time period. However, necessary additional fees have been remitted for such delay.
Board Reply
The e-forms were filed with necessary additional fees.
Apart from the above there are no qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.
29. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does don''t have any Holding, Subsidiary, Joint Ventures and Associate Companies as on 31st March 2024.
30. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.
he Vigil Mechanism Policy is available at the website of the Company: www.alacritysec.com.
31. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
32. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.
33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.
34. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.
During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.
35. COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee. There are currently 3 Committees of the Board, as follows:
⢠Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee as on the date of the report comprises of 2 Non-Executive Independent Directors & 1 Executive Director.
Following are the members of the Committee
Deven Narendra Sanghvi : Non- Executive and Independent Director, Chairman
Bhuwnesh Bansal : Non- Executive and Independent Director, Member
Pooja A Gupta : Executive Director, Member
During the year there were in total 4 Audit committee meetings held on 16/05/2023, 07/09/2023, 03/11/2023 and 11/02/2024.
The Chairperson of Audit Committee was present in previous AGM held on 30/09/2023 to answer shareholder''s queries.
Broad terms of reference of the Audit Committee are as per following:
The role of the audit committee shall include the following:
1 Oversight of the listed entity''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4 Reviewing with the management, the quarterly financial statements before submission to the board for approval;
5 Reviewing and monitoring the auditor''s independence and performance and effectiveness of audit process.
7 Approval or any subsequent modification of transactions of the listed entity with related parties.
8 Evaluation of internal financial controls and risk management systems.
9 reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control systems.
10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
11 Discussion with internal auditors of any significant findings and follow up there on.
12 Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
13 Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
14 To review the functioning of the whistle blower mechanism.
15 Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.
16 Carrying out any other function as is mentioned in the terms of reference of the audit committee â¢Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of 3 Non-Executive Directors.
During the year there were in total 4 Nomination and Remuneration Committee meetings held on 23/12/2023, 28/02/2024, 09/03/2024 and 15/03/2024.
The necessary quorum was present in the said meetings.
The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company held on 30/09/2023.
The composition of the Committee and the details of meetings held and attended by the Directors are as under:
Deven Narendra Sanghvi : Non- Executive and Independent Director, Chairman
Bhuwnesh Bansal : Non- Executive and Independent Director, Member
Hiten R Mehta : Non-Executive Director, Member
Role of nomination and remuneration committee, inter-alia, include the following:
(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;
(3) Devising a policy on diversity of board of directors;
(4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.
(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.
The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters is available on company''s website.
Remuneration of Directors
The remuneration of the Whole- Time Director is recommended by the Remuneration Committee and then approved by the Board of Directors and subsequently by the shareholders in general meeting within the limits prescribed in Companies Act, 2013.
Criteria for making payments
Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and no Commission is drawn by either of them during the year.
Performance evaluation criteria for Independent Directors:
1) Attendance and participations in the meetings.
2) Preparing adequately for the board meetings.
3) Contribution towards strategy formation and other areas impacting company performance
4) Rendering independent, unbiased opinion and resolution of issues at meetings.
5) Safeguard of confidential information.
6) Initiative in terms of new ideas and planning for the Company.
7) Timely inputs on the minutes of the meetings of the Board and Committee''s.
8) Raising of concerns to the Board
Remuneration Policy
The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 is available at the website of the Company: www.alacritysec.com .
Further, criteria of making payments to non-executive directors, the details of remuneration paid to all the Directors and the other disclosures required to be made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been published below:
⢠Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of 3 Non-Executive Independent Directors.
The committee looks into the shareholders and investors grievances that are not settled at the level of Compliance Officer and helps to expedite the share transfers and related matters. The Committee periodically reviews the status of stakeholders'' grievances and redressal of the same.
The Committee met on 14/04/2023, 11/07/2023, 19/10/2023 and 17/01/2024.
The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last Annual General Meeting of the Company held on 30th September 2023.
The composition of the Committee during FY 2023-24 and the details of meetings held and attended by the Directors are as under:
Following are the members of the Committee.
Deven Narendra Sanghvi : Non- Executive and Independent Director, Chairman
Bhuwnesh Bansal : Non- Executive and Independent Director, Member
Hiten R Mehta : Non-Executive Director, Member
The role of the committee shall inter-alia include the following:
(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company.
36. MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the independent directors ("Annual ID Meeting") was convened on 18/03/2024, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the Board covering performance of the Board as a whole, performance of the Non-Independent Directors and performance of the Board Chairman. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under Section 149(7) of the Companies Act, 2013.
37. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2023-2024
On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Company''s finance and other important aspects.
38. CORPORATE GOVERNANCE
Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization''s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of Corporate Governance Report is not applicable to the company.
39. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.
40. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.
41. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
42. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.
43. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.
44. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.
By order of the Board
For Alacrity Securities Limited
Sd/-
Kishore Vithaldas Shah Wholetime Director & CFO DIN 01975061 Date: 05th September 2024
Mar 31, 2023
The Board of Directors are pleased to present the Company Annual Report and the Company''s audited financial statements for the financial year ended 31st March, 2023.
The operating results of the Company for the year ended 31st March, 2023 are as follow:
|
Amount in Lakhs. |
||
|
Particulars |
Year ended 31st March 2023 |
Year ended 31st March 2022 |
|
Revenue from Operations |
20787.85 |
28276.22 |
|
Profit before tax from continuing operations |
456.51 |
413.24 |
|
Tax Expenses (Including Deferred Tax) |
133.36 |
50.03 |
|
Profit after Tax |
323.15 |
363.21 |
|
Total Income for the year |
323.15 |
363.21 |
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY''S AFFAIR
During the year under review, your Company achieved total revenue from operations of Rs. 20787.85 Lakhs (previous year Rs. 28276.22 Lakhs).
The profit after tax (including other comprehensive income) is at Rs. 323.15 Lakhs (previous year Rs. 363.21 Lakhs ).
Your Directors do not recommend any divided for the financial year ended 31s March 2023.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the Company.
The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company âTo be the most sustainable and competitive Company
in our industryâ. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.
The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Company''s financial statements (note 27) in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.
13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
Pursuant to the provisions of Section 92 (3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2022-23 https://www.alacritysec.com/annual-reports.php
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board met 6 times on 28/05/2022, 07/09/2022, 07/10/2022, 11/11/2022, 09/12/2022,& 10/12/2022.
16. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:
⢠That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.
⢠That the selected accounting policies were applied consistently and the Directors 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 on 31st March, 2023, and that of the profit of the Company for the year ended on that date.
⢠That proper and sufficient care has been taken 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.
⢠That the annual accounts have been prepared on a going concern basis.
⢠The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
⢠The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company has neither accepted nor renewed any deposits during the year under review.
18. ARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The policy is available on the Company''s website. www.alacritysec.com.
Mr. Hiten Ramniklal Mehta is liable to retire by rotation in this ensuing Annual General Meeting and being eligible he has offered herself for reappointment. Your directors recommend his re-appointment. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the Company.
20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
21. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
The Members of the Company in the Annual General Meeting held on 30th September 2022 appointment of M/s. CLB & Associates Chartered Accountants (FRN 124305W) as Statutory Auditor of your company for a period of 5 years from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2027.
M/s HP Bhalekar & Associates Chartered Accountants, were appointed as internal auditors by the Board for the financial year 2022-23 and who have issued their reports on quarterly basis.
The Company has appointed M/s Jaymin Modi & Co. Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2022-2023 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the FY 2022-23 is annexed herewith and forms part of this report as Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.
25. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2022-23. Accordingly, such accounts and records are not made and maintained by the Company for the said period.
26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The secretarial auditor of the company has made the following Qualifications
Some of the Intimations under the provisions of the Companies Act, 2013 have been filed after the lapse of statutory time period. However, necessary additional fees have been remitted for such delay.
Board Reply
The e-forms were filed with necessary additional fees.
Apart from the above there are no qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.
28. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does don''t have any Holding, Subsidiary, Joint Ventures and Associate Companies as on 31st March 2023.
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.
he Vigil Mechanism Policy is available at the website of the Company: www.alacritysec.com.
30. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
31. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.
32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.
33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.
During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.
In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee. There are currently 3 Committees of the Board, as follows:
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee as on the date of the report comprises of 2 Non-Executive Independent Directors & 1 Executive Director.
Following are the members of the Committee
Ankur M Mehta : Non- Executive and Independent Director, Chairman
Deven Narendra Sanghvi : Non- Executive and Independent Director, Member Pooja A Gupta : Executive Director, Member
During the year there were in total 4 Audit committee meetings held on 28/05/2022, 07/09/2022, 11/11/2022 and 11/02/2023.
The Chairperson of Audit Committee was present in previous AGM held on 30/09/2022 to answer shareholder''s queries.
Broad terms of reference of the Audit Committee are as per following:
The role of the audit committee shall include the following:
1 Oversight of the listed entity''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4 Reviewing with the management, the quarterly financial statements before submission to the board for approval;
5 Reviewing and monitoring the auditor''s independence and performance and effectiveness of audit process.
7 Approval or any subsequent modification of transactions of the listed entity with related parties.
8 Evaluation of internal financial controls and risk management systems.
9 reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control systems.
10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
11 Discussion with internal auditors of any significant findings and follow up there on.
12 Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
13 Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
14 To review the functioning of the whistle blower mechanism.
15 Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.
16 Carrying out any other function as is mentioned in the terms of reference of the audit committee â¢Nomination And Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of 3 Non-Executive Directors.
The Nomination and Remuneration Committee met Once in the Financial Year 2022-2023 on 18/03/2023. The necessary quorum was present in the said meetings.
The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company held on 30/09/2022.
The composition of the Committee and the details of meetings held and attended by the Directors are as under:
Ankur M Mehta : Non- Executive and Independent Director, Chairman
Deven Narendra Sanghvi : Non- Executive and Independent Director, Member Hiten R Mehta : Non-Executive Director, Member
Role of nomination and remuneration committee, inter-alia, include the following:
(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;
(3) Devising a policy on diversity of board of directors;
(4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.
(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.
The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters is available on company''s website.
Remuneration of Directors
The remuneration of the Whole- Time Director is recommended by the Remuneration Committee and then approved by the Board of Directors and subsequently by the shareholders in general meeting within the limits prescribed in Companies Act, 2013.
Criteria for making payments
Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and no Commission is drawn by either of them during the year.
Performance evaluation criteria for Independent Directors:
1) Attendance and participations in the meetings.
2) Preparing adequately for the board meetings.
3) Contribution towards strategy formation and other areas impacting company performance
4) Rendering independent, unbiased opinion and resolution of issues at meetings.
5) Safeguard of confidential information.
6) Initiative in terms of new ideas and planning for the Company.
7) Timely inputs on the minutes of the meetings of the Board and Committee''s.
8) Raising of concerns to the Board
Remuneration Policy
The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 is available at the website of the Company: www.alacritysec.com .
Further, criteria of making payments to non-executive directors, the details of remuneration paid to all the Directors and the other disclosures required to be made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been published below:
â¢Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of 2 NonExecutive Independent Directors, 1 Executive Director.
The committee looks into the shareholders and investors grievances that are not settled at the level of Compliance Officer and helps to expedite the share transfers and related matters. The Committee periodically reviews the status of stakeholders'' grievances and redressal of the same.
The Committee met on 12/04/2022, 12/07/2022, 13/10/2022 and 08/03/2023.
The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last Annual General Meeting of the Company held on 30th September 2022.
The composition of the Committee during FY 2022-23 and the details of meetings held and attended by the Directors are as under:
Following are the members of the Committee.
Mr. Hiten R Mehta : Non- Executive and Non- Independent Director, Chairman
Mrs. Pooja A Gupta : Executive Director, Member
Mr. Ankur M Mehta : Non- Executive and Independent Director, Member
The role of the committee shall inter-alia include the following:
(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company.
35. MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the independent directors (âAnnual ID Meetingâ) was convened on 09/03/2023, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the Board covering performance of the Board as a whole, performance of the Non-Independent Directors and performance of the Board Chairman. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under Section 149(7) of the Companies Act, 2013.
36. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2022-2023
On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and
interactive session with the Committee Members and other Functional Heads on the Company''s finance and other important aspects.
Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization''s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of Corporate Governance Report is not applicable to the company.
The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.
40. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
41. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.
42. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.
Mar 31, 2016
To,
The Members,
The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.
1. Financial summary or highlights/Performance of the Company
The Board''s Report shall be prepared based on the stand alone financial statements of the company.
|
Particulars |
Year ended March-2016 |
Year ended March-2015 |
|
Gross Income |
45,08,66,297 |
41,58,01,806 |
|
Profit/Loss Before Depreciation |
(13334300) |
(8932528) |
|
Less : Depreciation |
2,043,941 |
33,01,033 |
|
Profit/Loss before Tax |
(15378241) |
(1,22,33,561) |
|
Less: Provision for Tax |
NIL |
NIL |
|
Provision for Deferred Tax |
(156465) |
(5,93,289) |
|
Prior Period Tax |
360 |
(93084) |
|
Net Profit/Loss After Tax |
(1,52,22,136) |
(1,15,47,188) |
|
Balance of Profit brought forward |
2,18,91,614 |
3,36,51,524 |
|
Balance available for appropriation |
- |
- |
|
Proposed Dividend on Equity Shares |
- |
- |
|
Tax on proposed Dividend |
- |
- |
|
Transfer to General Reserve |
- |
- |
|
Adjustment related to fixed Asset and |
- |
(2,12,722) |
|
Deferred Tax |
||
|
Surplus carried to Balance Sheet |
66,69,478 |
2,18,91,614 |
The Indian Economy has been passing through a stagnant phase for the last two years which has affected industry and Finance companies/ Banks tremendously. The outlook on India in the last couple of years had become bearish with infrastructure projects (which are the backbone of any economy) languishing due to no clear policy of the then Government.
Many industries/projects shut down or did not take off from the drawing board. All these factors led to the finance sector including Banks coming under tremendous pressure from collection of loans from Industry.
With a new Government having been formed in at the Central level there is a wave of optimism in industrial and financial sectors and with decisions being taken for clearances of projects of over 21000 crores by the Government, there is full hope of high growth for the economy which would result in the financial sector gaining back its robust health.
1. Financial Highlights Standalone Revenues:
During the fiscal 2016, the gross operational income of the Company stood at Rs. 442283485 as compared to previous fiscal of ''Rs. 407486360.
Standalone Profits / (Loss) :
Loss stood at Rs 1,53,78,241 before tax and loss after tax stood at -1,52,22,136 for the fiscal 2016 as compared to the previous year loss before tax '' Rs 1,22,33,561 and after tax '' Rs 1,15,47,188.
2. Change in the nature of business, if any
No change of business occurs during the year under review.
3. Dividend
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
4. Reserves
The amounts, as on ended of financial year in, Share Premium account is Rs 3,04,00,000, General Reserves is Rs.53,50,000 and Surplus in Profit and Loss accounts is Rs 66,69,478.
5. Share Capital ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The company under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] does not issued shares with differential rights during the year under review.
ISSUE OF SWEAT EQUITY SHARE
The company under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity share during the year under review
BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review. BONUSSHARES
No Bonus Shares were issued during the year under review.
6. Directors and Key Managerial Personnel
Mrs. Nipa Prashant Sheth, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.
Mrs. Nipa Prashant Sheth, has been appointed as additional Director, retire by rotation w.e.f February 2016.
Ms Pooja H Mehta ha resigned from the post of Directorship w.e.f. December 2015
Ms. Leena Kumawat Company Secretary and Compliance officer has appointed with effect from December 2015, respectively
7. Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year seven Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
8. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulation 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out is explained in Corporate Governance Report.
9. Declaration by an Independent Director(s) and re- appointment, if any
A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 52 of Listing Agreement has been received by the directors.
An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board''s report.
10. Remuneration Policy:
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy has been stated in the Corporate Governance Report.
11. Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in this report.
12. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable to the company.
Company does not have any subsidiary. 13. Auditors:
M/s. Lalit Kumar Dangi & Co., Chartered Accountants, FR No.112107W hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment as Auditors of the Company.
The Company has received letter from M/s. Lalit Kumar Dangi & Co., Chartered
Accountants to the effect that ,their appointment ,if made would be in the prescribed limit under 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re appointment.
The Notes in the Financial statement referred to in the Auditor''s report are self explanatory and do not call for any further comments
14. Auditors'' Report
The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
15. Disclosure about Cost Audit
As per the Cost Audit Orders, Cost Audit is not applicable to the Company.
16. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s Nishu Jain & Associates Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.
The Board has appointed Nishu Jain ; Nishu Jan & Associates ,Practicing Company Secretary ,as Secretarial Auditor of the Company for Fiscal 2017
17. Internal Audit & Controls
The Company has appointed Hemant P Bhalekar ,external firm of Chartered accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
18. Issue of employee stock options
The Board of directors, shall, inter alia, disclose in the Directors'' Report for the year, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.
|
Particulars |
|
|
Approval |
|
|
Options granted |
|
|
Options ve sted |
Not Applicable |
|
Options exercised |
|
|
Total number of shares arising out of exercise of options |
|
|
Options forfeited/lapsed/cancelled |
|
|
Variations of terms of options |
|
|
Money realized by exercise of optio ns |
|
|
NOT APPLICABLE |
|
|
Total number of options in force |
Notes: -
1. Details of options granted during the Financial Year 2015-16 to:
|
Particulars |
|
|
(a) Directors and key managerial personnel |
|
|
(b) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year (includes employees and group company employees) |
NOT APPLICABLE |
|
(c) Identified employees who are granted options, during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant |
19. Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.alacritysec.com under investors/policy documents/Vigil Mechanism Policy link.
20. Risk management policy:
Pursuant to Section 134(3) (n) of the Companies Act 2013 & Clause 52 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.
At present the Company has not identified any element of risk which may threaten the existence of the Company.
21. Listing Agreement: The Company has signed new Listing Agreement pursuant to Listing Regulation 2015 effective from December 1,2015
22. Extract Of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .
23. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.\
24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future
No significant and material order has been passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future. The company is doing reasonable growth and development.
25. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
The company has adequate internal control systems in place. With a view to monitor the Company''s performance as well as to make sure that internal checks and controls are operating properly, the Company has appointed external firms of Chartered Accountant as Internal auditor. The audit committee ensures that the internal control systems are adequate and working effectively.
26. Deposits
The details relating to deposits, covered under Chapter V of the Act,-
The details relating to deposits, covered under Chapter V of the Act,-__
|
a. |
accepted during the year; |
NIL |
|
b. |
remained unpaid or unclaimed as at the end of the year; |
NIL |
|
c. |
whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved |
NIL |
|
(i) at the beginning of the year; |
NIL |
|
|
(ii) maximum during the year; |
||
|
(iii) at the end of the year; |
The details of deposits which are not in compliance with the requirements of Chapter V of the Act;
27. Particulars of loans given, guarantees provided or investments made under section 186
Particulars of loans given, Investment made ,guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note No. 6 to the financial statement).
28. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Clause 52 of the Listing Agreement during the financial year ended March 31,2016 are given below. Suitable disclosures as required under AS 18 have been made in the Financial Statement.
Sub Brokerage: Mrs Meeta H Mehta -INR 822524 & Mr. Mihir K Shah - INR 20701
Remuneration of Key Managerial Personnel: Mr. Kishore V Shah -INR 6,72,500 and Hiten R Mehta -INR 305000
All transactions entered into with related parties are in the ordinary course of business and are on arm''s length except transaction of Interest free Loan to associate Company.
All Related Party Transaction are placed before the Audit committee for approval. Prior omnibus approval of the Audit committee is obtained on yearly bases which are of foreseen and repetitive in nature. The policy on Related Party Transactions as approved by Board is uploaded on the Company''s website at http://www.alacritysec.com/policy.
Your Directors draw attention of the members to Note No. 28 to the Financial Statement which sets out related party disclosure.
29. Particulars of Employees
In terms of the provisions of Section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request .However as per the provisions of Section 136 of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any, member interested in obtaining the information on employee''s particulars, which is available for inspection by the members at the registered office of the Company during Business hours on working days of the Company up to the date of ensuing Annual General Meeting, may write to the Company at the registered office of the Company in advance.
30. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
a) Conservation of energy
|
(i) |
the steps taken or impact on conservation of energy |
|
|
(ii) |
the steps taken by the company for utilizing alternate sources of energy |
NOT APPLICABLE |
|
(iii) |
the capital investment on energy conservation equipmentâs |
|
(i) |
the efforts made towards technology absorption |
|
|
(ii) |
the benefits derived like product improvement, cost reduction, product development or import substitution |
|
|
(iii) |
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- |
|
|
(a) the details of technology imported |
NOT APPLICABLE |
|
|
(b) the year of import; |
||
|
(c) whether the technology been fully absorbed |
||
|
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof |
||
|
(iv) |
the expenditure incurred on Research and Development |
(c) Foreign exchange earnings and Outgo
a) Conservation of energy__
|
(i) |
the steps taken or impact on conservation of energy |
|
|
(ii) |
the steps taken by the company for utilizing alternate sources of energy |
NOT APPLICABLE |
|
(iii) |
the capital investment on energy conservation equipmentâs |
(b) Technology absorption
|
(i) |
the efforts made towards technology absorption |
|
|
(ii) |
the benefits derived like product improvement, cost reduction, product development or import substitution |
|
|
(iii) |
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- |
|
|
(a) the details of technology imported |
NOT APPLICABLE |
|
|
(b) the year of import; |
||
|
(c) whether the technology been fully absorbed |
||
|
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof |
||
|
(iv) |
the expenditure incurred on Research and Development |
(c) Foreign exchange earnings and Outgo NOT APPLICABLE
1. Corporate Social Responsibility (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall not be applicable to the Company.
2. Human Resources:
Your Company treats its âhuman resourcesâ as one of its most important assets.
Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
3. Corporate Governance:
As per Clause 52 of the SME listing Agreement and Regulation 15(2) of the Listing Regulations 2015 with the Stock Exchanges, a detailed report on corporate governance practices followed by the Company together with the certificate from the Company''s Statutory Auditors confirming compliance forms part of this report as âAnnexure â
4. Insider Trading Regulations:
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code.
All Board of Directors and designated employees have confirmed compliance with the Code.
The Board has appointed Jai Prakash Jindal, Compliance officer under the code.
5. Directors'' Responsibility Statement:
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 and loss of the company for that period;
(c) 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;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) 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.
(f) 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.
6. Transfer of Amounts to Investor Education and Protection Fund :
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
7. Corporate Governance and Management Discussion And Analysis:
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016
8. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.
For and on behalf of the Board of Directors
Signing as per Board resolution passed
Whole Time Director Whole Time Director and CFO
Place Mumbai mten R Mehta Kishore V Shah
12/08/2016 01875252 0197561
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 21st Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. Financial summary or highlights/Performance of the Company
The Board's Report shall be prepared based on the stand alone financial
statements of the company.
FINANCIAL RESULTS
PARTICULARS Year ended Year Ended
March 31, 2015 March, 31, 2014
Gross Income 41,58,01.806 22754203
Profit/Loss Before Depreciation (1,55,34,594) 60,281,29
Less : Depreciation 33,01,033 17,431,50
Profit/Loss before Tax (1,22,33,561) 42,849,79
Less:
Provision for Tax NIL 900000
Provision for Deferred Tax (5,93,289) 495617
Prior Period Tax (93084)
MAT Credit Entitlement(Availed) 6,86,373 -
84208
Net Profit/Loss After Tax (1,15,47,188) 28,051,54
Balance of Profit brought forward 3,36,51,524 3,08,46,370
Balance available for appropriation - 3,36,51,524
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to Balance Sheet 2,21,04,336 3,36,51,524
Operations
The Indian Economy has been passing through a stagnant phase for the
last two years which has affected industry and Finance companies/ Banks
tremendously. The outlook on India in the last couple of years had
become bearish with infrastructure projects (which are the backbone of
any economy) languishing due to no clear policy of the then Government.
Many industries/projects shut down or did not take off from the drawing
board. All these factors led to the finance sector including Banks
coming under tremendous pressure from collection of loans from
Industry.
With a new Government having been formed in at the Central level there
is a wave of optimism in industrial and financial sectors and with
decisions being taken for clearances of projects of over 21000 crores
by the Government, there is full hope of high growth for the economy
which would result in the financial sector gaining back its robust
health.
2. Financial Highlights Standalone Revenues:
During the fiscal 2015, the gross operational income of the Company
stood at Rs. 404665048 as compared to previous fiscal of 'Rs. 13696429
.
Standalone Profits / (Loss) :
Loss stood at Rs -1,22,33,561 before tax and loss after tax stood at
-1,15,47,188 for the fiscal 2015 as compared to the previous year
profit before tax ' Rs 42,84,979 and after tax Rs 28,05,154.
3. Change in the nature of business, if any
No change of business occurs during the year under review.
4. Dividend
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
5. Reserves
The amounts, as on ended of financial year in, Share Premium account is
Rs 3,04,00,000 and Reserves is Rs. 53,50,000.
6. Share Capital
ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The company under the provision of Section 43 read with Rule 4(4) of
the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV]
does not issued shares with differential rights during the year under
review.
ISSUE OF SWEAT EQUITY SHARE
The company under the provision Section 54 read with Rule 8(13) of the
Companies (Share Capital and Debentures) Rules, 2014 has not issued any
sweat equity share during the year under review
BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
BONUSSHARES
No Bonus Shares were issued during the year under review.
7. Directors and Key Managerial Personnel
Ms. Pooja H Mehta, Directors retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer themselves for
reappointment.
Mr Kishore V Shah has been Re designated as Whole Time Director and
Chief Financial Officer with effect from 30 th March 2015 .
Mr. Ganeshprasad Gupta Company Secretary and Compliance officer has
resigned with effect from June 2015, respectively
8. Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year six Board Meetings and four Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
9. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of
the Listing Agreement the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out is explained in Corporate Governance
Report.
10. Declaration by an Independent Director(s) and re- appointment, if
any
A declaration by an Independent Director(s) that he/they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 and Clause 49 of Listing Agreement.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board's report.
11 Remuneration Policy:
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy has
been stated in the Corporate Governance Report.
12. Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant
to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in this report.
13. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act, the statement
containing the salient feature of the financial statement of a
company's subsidiary or subsidiaries, associate company or companies
and joint venture or ventures is not applicable to the company.
Company does not have any subsidiary.
14. Auditors:
M/s. Lalit Kumar Dangi & Co., Chartered Accountants, FR No.112107W hold
office until the conclusion of ensuing Annual General Meeting and being
eligible offer themselves for re-appointment as Auditors of the
Company.
The Company has received letter from M/s. Lalit Kumar Dangi & Co.,
Chartered Accountants to the effect that ,their appointment ,if made
would be in the prescribed limit under 141(3)(g) of the Companies Act,
2013 and that they are not disqualified for re appointment.
The Notes in the Financial statement referred to in the Auditor's
report are self explanatory and do not call for any further comments
15. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
16. Disclosure about Cost Audit
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company.
17. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s
Nishu Jain & Associates Practicing Company Secretary has been appointed
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as Annexure II to this report.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. Certain observations
made in the report which were mainly due to ambiguity and uncertainty
of the applicability of the new law for the relevant period. However,
the company would ensure in future that all the provisions are complied
to the fullest extent.
18. Internal Audit & Controls
The Company has appointed Hemant P Bhalekar ,external firm of Chartered
accountants as its Internal Auditor. During the year, the Company
continued to implement their suggestions and recommendations to improve
the control environment. Their scope of work includes review of
processes for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and
assessing the internal control strengths in all areas. Internal
Auditors findings are discussed with the process owners and suitable
corrective actions taken as per the directions of Audit Committee on an
ongoing basis to improve efficiency in operations.
19. Issue of employee stock options
The Board of directors, shall, inter alia, disclose in the Directors'
Report for the year, the details as provided in rule 12 (9) of
Companies (Share Capital and Debentures) Rules, 2014.
Particulars
Approval Options granted Options vested Options exercised
Total number of shares arising out of exercise of options
Options forfeited/lapsed/cancelled Variations of terms of options Money
realized by exercise of options
Not Applicable
Total number of options in force
Not Applicable
1. Details of options granted during the Financial Year 2014-15 to:
Particulars
(a) Directors and key managerial personnel
(b) Any other employee who received a grant in any one year of options
amounting to 5% or more of the options granted during the year
(includes employees and group company employees)
(c) Identified employees who are granted options, during any one year
equal to exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the Company at the time of grant
NOT APPLICABLE
20 Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.alacritysec.com
under investors/policy documents/Vigil Mechanism Policy link.
21 Risk management policy:
Pursuant to Section 134(3) (n) of the Companies Act 2013 & Clause 49 of
the Listing Agreement, the Company has constituted a Business Risk
Management Committee. The details of the Committee and its terms of
reference are set out in the Corporate Governance Report forming part
of the Boards Report.
At present the Company has not identified any element of risk which may
threaten the existence of the Company.
22 Extract Of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXURE I .
23 Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
Material changes occurred subsequent to the close of the financial year
of the Company to which the balance sheet relates and the date of the
report like settlement of tax liabilities, operation of patent rights,
depression in market value of investments, institution of cases by or
against the company, sale or purchase of capital assets or destruction
of any assets etc.
24. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future
No significant and material order has been passed by any regulators or
courts or tribunals impacting the going concern status and company's
operations in future. The company is doing reasonable growth and
development.
25. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The company has adequate internal control systems in place. With a view
to monitor the Company's performance as well as to make sure that
internal checks and controls are operating properly, the Company has
appointed external firms of Chartered Accountant as Internal auditor.
The audit committee ensures that the internal control systems are
adequate and working effectively.
26. Deposits
The details relating to deposits, covered under Chapter V of the Act,-
a. accepted during the year; NIL
b. remained unpaid or unclaimed as at the
end of the year; NIL
c. whether there has been any default
in repayment of deposit or
payment of interest thereon during
the year and if so, number NIL
of such cases and the total amount involved
(i) at the beginning of the year; NIL
(ii) maximum during the year;
(iii) at the end of the year;
The details of deposits which are not in
compliance with the requirements of Chapter
V of the Act; ------
27. Particulars of loans given, guarantees provided or investments made
under section 186
Particulars of loans given, Investment made guarantees given and
securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are
provided in the financial statement(Please refer to Note No. 6 to the
financial statement).
28. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act,
2013 and Clause 49 of the Listing Agreement during the financial year
ended March 31,2015 are given below. Suitable disclosures as required
under AS 18 have been made in the Financial Statement.
Interest Free Loan to two body corporate
Sub Brokerage: Mrs Meeta H Mehta -INR 5,50,058 & Mr. Mihir K Shah - INR
27502
Remuneration of Key Managerial Personnel: Mr. Kishore V Shah -INR 6,
48,000.00 and Hiten R Mehta -INR 1,80,000.00
All transactions entered into with related parties are in the ordinary
course of business and are on arm's length except transaction of
Interest free Loan to associate Company.
All Related Party Transaction are placed before the Audit committee for
approval. Prior omnibus approval of the Audit committee is obtained on
yearly bases which are of foreseen and repetitive in nature. The policy
on Related Party Transactions as approved by Board is uploaded on the
Company's website at http://www.alacritysec.com/policy.
Your Directors draw attention of the members to Note No. 28 to the
Financial Statement which sets out related party disclosure.
29. Particulars of Employees
In terms of the provisions of Section 197 of the Companies Act, 2013,
read with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the
Company, will be provided upon request .However as per the provisions of
Section 136 of the said Act, the Annual Report excluding the aforesaid
information is being sent to all the members of the Company and others
entitled thereto. Any, member interested in obtaining the information on
employee's particulars, which is available for inspection by the members
at the registered office of the Company during Business hours on working
days of the Company up to the date of ensuing Annual General Meeting,
may write to the Company at the registered office of the Company in
advance.
30. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows: a) Conservation of energy
(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company for utilizing alternate sources
of energy
(iii) the capital investment on energy conservation equipment's
NOT APPLICABLE
(b) Technology absorption
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development
NOT APPLICABLE
(c) Foreign exchange earnings and Outgo
a) Conservation of energy
(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company for utilizing alternate sources of
energy
(iii) the capital investment on energy conservation equipment's
NOT APPLICABLE
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement,
cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-
(a) the details of technology imported
NOT APPLICABLE
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof
(iv) the expenditure incurred on Research and Development
(c) Foreign exchange earnings and Outgo not APPLICABLE
31. Corporate Social Responsibility (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 shall not be applicable to the
Company.
32. Human Resources:
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invest in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
33. Corporate Governance:
As per Clause 52 of the Listing Agreement with the Stock Exchanges, a
detailed report on corporate governance practices followed by the
Company together with the certificate from the Company's Statutory
Auditors confirming compliance forms part of this report as "Annexure "
34. Insider Trading Regulations:
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time, the code of conduct
for prohibition of insider trading, as approved and adopted by the
Directors and designated Employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and designated
employees while in possession of unpublished price sensitive
information during the period of Trading Window Closure. The Board is
responsible for implementation of the Code. All Board of Directors and
designated employees have confirmed compliance with the Code. The Board
has appointed Jai Prakash Jindal, Compliance officer under the code.
35. Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
thatÂ
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 and
loss of the company for that period;
(c) 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;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) 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.
(f) 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.
36. Transfer of Amounts to Investor Education and Protection Fund :
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
37. Corporate Governance and Management Discussion And Analysis:
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March, 2015
38.. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and on behalf of the Board of Directors
Place:Mumbai Whole Time Director Whole Time Director and CFO
Date: 14/08/2015 sd/- sd/-
Hiten R Mehta Kishore V Shah
Mar 31, 2014
Dear Members,
The Directors of your Company have pleasure in presenting their 20th
Annual Report together with the audited annual accounts for the
financial year ended 31st March 2014.
FINANCIAL RESULTS
PARTICULARS Year ended Year Ended
March 31, 2014 March, 31, 2013
Rs (In ''000) Rs (In ''000)
Gross Income 22754203 262465814
Profit/(Loss) Before Depreciation 6028129 (7247575)
Less: Depreciation 1743150 1748569
Profit/(Loss) Before Tax 4284979 (8996144)
Less: - Provision for tax 900000 -
Deferred Tax 495617 (597872)
Prior Period Tax - (1615)
MAT Credit Entitlement 84208 -
Profit/(Loss) After Tax 2805154 (8396657)
Profit Brought Forward from Last Year 30846370 99243027
Amount Available for Appropriation 33651524 90846370
Less: Appropriations -
Transfer to General Reserve - -
Capitalization during the year(Issue
of Bonus Shares) - 60000000
Proposed Dividend - -
Dividend tax thereon - -
Surplus carried to Balance Sheet 33651524 30846370
OPERATION
During the year the company has gross receipt of Rs. 227.54 Lacs as
against 2624.65 Lacs in previous year.
DIVIDEND
Due to not having adequate distributable profit in the current year the
Board of Directors of the Company have not recommended dividend for
equity share.
PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217 (2A) OF THE COMPANIES
ACT, 1956.
None of the Employees fall within the preview of the above Section and
the Rules Framed there under, hence particulars are nil.
FIXED DEPOSIT
The Company has not accepted / renewed any Fixed Deposits from
Shareholders, Directors and public during the year under review.
PERFORMANCE REVIEW & FUTURE PROSPECTS
Capital Markets & Asset Management is the business of Alacrity
Securities Limited and our successes in this business have helped us
diversify into adjacent spaces .Presently we are in the businesses
Retail, Broking, .Due to the tough macro-economic situation and subdued
primary and secondary market activity,
The Company is taking number of initiatives to consolidate and improve
margins and return on capital which will in turn enhance the
shareholders value. The current year was a better year for the Company.
Due to uncertain finance market, the Company is taking a cautious view
and will adopt its investment policies accordingly.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORTION /FOREIGN EXCHANGE EARNINGS
/OUTGO
The provisions of Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of the Particulars in the Report of the
Board of Directors) Rules, 1988 relating to conservation of energy and
technology absorption are not applicable to the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of Companies Act, 1956, you''re Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standard has been followed and that no material departures
have been made from the same;
2. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the Profit of the
company for the year ended on that date.
3. Proper and sufficient care has been taken 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;
4. The annual accounts have been prepared on a going concern basis;
AUDITORS
M/s. LALIT KUMAR DANGI & CO., Chartered Accountants,hold office until
the conclusion of ensuing annual General Meeting and being eligible
offer themselves for re-appointment as Auditors of the Company.
The Company has received letter from M/s. LALIT KUMAR DANGI & CO.,
Chartered Accountants to the effect that ,their appointment ,if made
would be in the prescribed limit under 141(3)(g) of the Companies Act,
2013 and that they are not disqualified for re appointment.
The Notes in the Financial statement referred to in the Auditor''s
report are self explanatory and do not call for any further comments
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The company has adequate internal control systems in place. With a view
to monitor the Company''s performance as well as to make sure that
internal checks and controls are operating properly, the Company has
appointed external firms of Chartered Accountant as Internal auditor.
The audit committee ensures that the internal control systems are
adequate and working effectively.
ACKNOWLEDGMENT
The Board of Directors expressed deep gratitude for the assistance,
co-operation and support extended to your company by the bankers of the
company, customers as well as the investing community and look forward
to their continued support.
By Order of the Board
For Alacrity Securities Limited
sd/- sd/-
Hiten R Mehta Kishore Shah
Director Director
Date: 30/05/2014
Place: Mumbai
Mar 31, 2013
The Members,
The Directors of your Company have pleasure in presenting their 19th
Annual Report together with the audited annual accounts for the
financial year ended 31 st March 2013.
FINANCIAL RESULTS 2012-13 2011-12
Gross Income 262465814.00 118389961.00
Profit/(Loss) Before Depreciation (7247575.00) 4106024.00
Less: Depreciation 1748569.00 2036410.00
Profit/(Loss) Before Tax (8996144.00) 2069614.00
Less: - Provision for tax - 700000.00
Deferred Tax (597872.00) 2189.00
Prior Period Tax (1615.00) -
MAT Credit Entitlement - 329101.00
Profit/(Loss) After Tax ( 8396657.00) 1038324.00
Profit Brought Forward from Last Year 99243027.00 99948041.00
Amount Available for Appropriation 90846370.00 100986365.00
Less: Appropriations
Transfer to General Reserve - -
Capitalization during the year 60000000.00 -
(Issue of Bonus Shares)
Proposed Dividend - 1500000.00
Dividend tax thereon - 243338.00
Surplus carried to Balance Sheet 30846370.00 99243027.00
OPERATION :
During the year the company has gross receipt of Rs. 2624.65 Lacs as
against 1183.89 Lacs in previous year.
The Company has Net Loss of Rs. 89.96 Lacs after tax as against profit
of Rs. 20.69 Lacs in previous year The Company hopes to do better in
current year.
DIVIDEND :
Due to Loss in the current year the Board of Directors of the Company
have not recommended dividend for equity share.
SUB DIVISION OF EQUITY SHARES
Your Company has already intimated you regarding the Sub division of
Shares of the Company from Rs. 100 to Rs.10 each equity share and
accordingly your approval has also taken in the general meeting held on
29th January, 2013 by passing the special resolution.
ISSUE OF BONUS SHARES
The Directors have, subject to the approval of the shareholders,
declared a bonus issue of equity shares in the ratio of two equity
share of the company of Rs. 10/- each fully paid up for every one
equity shares held by the shareholder of the Company as on the Record
Date as determined by the Board of Directors. Necessary resolution for
obtain- ing the approval of shareholders has been incorporated in the
Notice for the forthcom- ing Annual General Meeting of the Company.
FURTHER ALLOTMENT OF SHARES
Your Company has issued the 60,00,000 warrants under preferential
allotment which were converted into equity and your company''s paid up
equity capital has increased to 15,00,00,000 Crore Equity shares of Rs.
10/- each
INCREASE IN AUTHORISED SHARE CAPITAL
During the year under review, the authorized share capital of the
company was in creased from Rs. 20 crores divided into 200 Lakhs equity
shares of Rs. 10/- each to Rs. 22 Crore divided into 220 Lakhs equity
shares of Rs. 10/- each.
INITIAL PUBLIC OFFERING (IPOl AND LISTING OF SHARES
The company came out with an Initial Public Offering of 6080000 Equity
Shares of the face value of Rs. 10 each for cash at a price of Rs. 15
per Equity Share (including a share premium of Rs. 5 per Equity Share.
The public issue opened for subscription on 29th July, 2013 and closed
on 1st Augustl, 2013. The Basis of Allotment was finalized in
consultation with the Designated Stock Exchange - Bombay Stock Exchange
LTD. and while finalising the basis of allotment 80,000 additional
Equity Shares were issued due to rounding off along with the shares
issued through the IPO. The allotment of, 6080,000 Equity Shares was
made on August 09, 2013.
The Company''s shares got listed on the SME segment of Bombay Stock
Exchange LTD., on 14th August, 2013.
The Company has paid Listing fees to the Bombay Stock Exchange for the
year 2013- 2014.
INCREASE IN BORROWING LIMIT
The Company has increased its borrowing limit from the existing subject
to shall not exceeding the aggregate of the paid up Capital and free
reserve of the Company by more than the sum of Rs. 50,00,00,000 at any
one time.
PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217 (2A) OF THE COMPANIES
ACT. 1956.
None of the Employees fall within the preview of the above Section and
the Rules Framed there under, hence particulars are nil.
FIXED DEPOSIT
The Company has not accepted / renewed any Fixed Deposits from
Shareholders, Directors and public during the year under review.
PERFORMANCE REVIEW & FUTURE PROSPECTS
Capital Markets & Asset Management is the business of Alacrity
Securities Limited and our successes in this business have helped us
diversify into adjacent spaces .Presently we are in the businesses
Retail, Broking, .Due to the tough macro-economic situation and subdued
primary and secondary market activity, FY13 was a tough year for the
Capital Market & Asset Management business group. Despite this there
were several positives during the year.
The Company is taking number of initiatives to consolidate and improve
margins and return on capital which will in turn enhance the
shareholders value. The current year was a better year for the Company.
Due to uncertain finance market, the Company is taking a cautious view
and will adopt its investment policies accordingly.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORTION /FOREIGN EXCHANGE EARNINGS
/OUTGO
The provisions of Section 217(1) (e) of the Companies Act, 1956 read
with the Compa- nies (Disclosure of the Particulars in the Report of
the Board of Directors) Rules, 1988 relating to conservation of energy
and technology absorption are not applicable to the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of Companies Act, 1956, you''re Directors
confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standard has been followed and that no material departures have been
made from the same;
2. They have selected such accounting policies and applied them
consistently and, made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the Profit of the
company for the year ended on that date.
3. Proper and sufficient care has been taken 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;
4. The annual accounts have been prepared on a going concern basis;
AUDITORS
M/s. LALIT KUMAR DANGI & CO., Chartered Accountants, retire at the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment as Auditors of the Company. The Company has received
declaration under 224(1 B) of the Companies Act, 1956 from the Auditors
of the Company.
COMMENTS ON AUDITOR''S REPORT :
As regards of the annexure to the Auditors Report, the directors are
looking after the day to day business of the Company and expenditure on
formal internal audit system is not warranted. However the company is
in process of appointing a firm of chartered accountant as an internal
auditor.
ACKNOWLEDGMENT
The Board of Directors expressed deep gratitude for the assistance,
co-operation and support extended to your company by the bankers of the
company, customers as well as the investing community and look forward
to their continued support.
By Order of the Board
For Alacrity Securities Limited
Sd/- Sd-
Hiten R Mehta Kishore Shah
Director Director
Date: 04/09/2013
Place: Mumbai
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Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
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