Dear Members,
Your Directors have pleasure in presenting their 33rd Annual
Report on business and operations of your Company along with the audited statements of
accounts for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS:
( Rs in Lacs)
Particulars |
Standalone |
|
Consolidated |
|
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from operations (Net) |
1,25,854 |
95,748 |
1,40,116 |
1,07,806 |
| Other Income |
342 |
322 |
350 |
332 |
Total Income |
1,26,196 |
96,070 |
1,40,466 |
1,08,138 |
Earnings before interest,
tax, depreciation, and amortization (EBITDA) |
14,345 |
9,334 |
15,692 |
11,580 |
| Less: Depreciation and amortization expense |
6,097 |
5,022 |
6,356 |
5,309 |
Earnings before interest and tax (EBIT) |
8,248 |
4,312 |
9,336 |
6,271 |
| Less: Finance costs |
3,011 |
2,948 |
3,124 |
3,012 |
Profit/(loss) before tax (PBT) |
5,237 |
1,364 |
6,212 |
3,259 |
| Less:Tax expense |
813 |
445 |
1,070 |
841 |
Profit/ (loss) after tax (PAT) |
4,424 |
919 |
5,142 |
2,418 |
| Other comprehensive income/ (loss), Net of
Tax |
20 |
34 |
(12) |
(74) |
Total comprehensive income/
(loss), Net of Tax Earnings per share (In Rs) |
4,444 |
953 |
5,130 |
2,344 |
| Basic |
27.46 |
5.96 |
31.92 |
15.68 |
| Diluted |
27.46 |
5.90 |
31.92 |
15.54 |
PERFORMANCE OF THE COMPANY
On standalone basis, the total income for the financial year ended on
March 31, 2023 was Rs 1,26,196 lacs as against Rs_ 96,070 lacs in the previous
financial year. The profit before tax was also higher at Rs 5,237 lacs as against Rs 1,364
lacs a year ago. EBIDTA for the year under review was Rs 14,345 lacs.
On consolidated basis also the performance was commendable. The total
income for the year under review was Rs 1,40,466 lacs as against Rs 1,08,138 lacs in the
last year. Profit before tax was Rs 6,212 lacs as against Rs 3,259 lacs a year ago.
As required under Regulation 34(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report
provided in initial part of this report. The state of affairs of the business along with
the financial and operations developments has been discussed in detail in the said report.
The Board of Directors has not proposed to transfer any amount to
general reserves.
DIVIDEND:
Your Directors in its meeting held on May 16, 2023 had declared an
interim dividend of Rs 2.50 per share (50%) for the financial year 2022-23. Your Directors
are pleased to recommend final dividend of Rs 3.75 per share for the year. The final
dividend for the year ended March 31, 2023 is subject to approval of the Members at the
Annual General Meeting on September 20, 2023. The total dividend for the financial year
2022-23, if final dividend is declared by the Members, will be Rs 6.25 per share i.e.
125%.
The Board of Directors of your Company has approved the Dividend Policy
and the same is available on the Company's webiste
https://www.alicongroup.co.in/wp-content/uploads/2021/06/Dividend-Distribution-Policy.pdf
SHARE CAPITAL
The issued, subscribed and paid-up share capital of the Company as on
31st March 2023 was at Rs 8,05,59,200/- divided into 1,61,11,840 Equity Shares of Rs 5/-
each. There was no change in capital structure during the year under review.
The Company has not issued any shares with differential voting rights.
CAPITAL EXPENDITURE
The Company incurred a total capital expenditure of Rs 8,284
lacs during the financial year 2022-23. As on March 31, 2023, the gross block comprising
of property, plant, machinery, equipment, other tangible and intangible assets and leased
assets were Rs 81,286 lacs.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any Deposit
under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
CONSOLIDATED FINANCIAL STATEMENTS AND ACCOUNTS
Consolidated Financial Statements are prepared in accordance with the
Indian Accounting Standard (IND AS) based on the financial statements of the subsidiary
companies namely, Alicon Holding GmbH, Illichmann Castalloy S.R.O. and Illichman Castlaloy
GmbH. The said consolidated accounts form part of this report and accounts.
SUBSIDIARY COMPANIES:
Alicon Holding GmbH is a 100% subsidiary of your Company, who holds
100% capital of Illichmann Castalloy S.R.O., who in turn holds 100% capital of Illichman
Castalloy GmbH. In accordance with the Regulation 16(1)(C ) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Illichman Castlloy S.R.O. is
material subsidiary of your Company.
The Board of Directors of your Company has adopted a policy on
determination of material subsidiaries in line with Listing Regulations and it is
available on the Company's https://www.alicongroup.co.in/wp-content/
uploads/2022/11/Policy_on_determination_of_Material_ Subsidiary.pdf. The Policy provides
governance framework for such material subsidiary.
A statement containing the performance and financial position of each
of the subsidiaries in Form AOC-1 is annexed as Annexure I and forms part of this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans and guarantees given or securities provided
and investments made as required under the provisions of section 186 of Companies Act,
2013 read with Regulation 34 (3) and Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are given in the Notes to financial statements.
RELATED PARTY TRANSACTIONS AND POLICY
InlinewiththerequirementsoftheCompaniesAct,2013and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a
policy on Related Party Transactions (RPT). All contracts/ arrangements/transactions
entered by the Company with Related Parties were in ordinary course of business and at
arm's length basis and in accordance with the Policy on RPT. All transactions with
related parties were reviewed and approved by the Audit Committee on quarterly basis
besides omnibus approval for transactions, which are of repetitive nature and/or entered
in the ordinary course of business and are at arm's length.
The details of the Related Party Transactions as per IND AS - 24 are
set out in Notes to the Financial Statements of the Company. Since all the transactions
with related parties entered by the Company were in ordinary course of business and on
arm's-length basis, Form AOC-2 is not applicable to the Company.
There was no materially significant related party transaction entered
into by the Company with Promoters, Directors or Key Managerial Personnel or their
relatives, which may have a potential conflict in the interest of the Company at large.
MATERIAL CHANGES AND COMMITMENT
No material change and commitment, which could affect your
Company's financial position, has occurred between the end of the financial year
2022-23 and the date of this report.
CHANGE IN THE NATURE OF BUSINESS
There was no change in nature of business of the Company during the
financial 2022-23.
INTERNAL FINANCIAL CONTROLS AND ADEQUACY
The Company has a comprehensive internal control system to provide
reasonable assurance about the achievement of its objective, reliability of financial
reporting, timely feedback on achievement of operational and strategic goals, compliance
with policies, procedures, laws and regulations, safeguarding of assets and economical and
efficient use of resources. Appropriate review and control mechanisms are built in place
to ensure that such control systems are adequate and are operating effectively. The
monitoring and reporting of financial transactions is supported by a web-based system SAP,
which helps in obtaining accurate and complete accounting records and timely preparation
of reliable financial disclosures at all levels of the organization.
CREDIT RATING
Your Company has been rated by CRISIL Limited ("CRISIL") for
its Banking facilities. CRISIL has upgraded the Company's rating to CRISIL A positive
from earlier
CRISIL A Stable for long term facilities and have re-affirmed the
highest credit rating -CRISIL A1 for short term credit facilities.
RISK MANAGEMENT
The Board has constituted Risk Management Committee comprising of Mr.
Ajay Nanavati, Mrs. Veena Mankar, Directors, and Mr. Vishnu Patel, Vice-President. The
Charter of the Committee is to assist the Board in fulfilling its oversight
responsibilities of reviewing the existing Risk Management Policy, risk management
framework, Risk Management Structure and Risk Management System.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standard of Corporate
Governance and adhere to Corporate Governance guidelines as laid out in the SEBI Listing
Regulations. All the Directors and the Senior Management personnel have affirmed in
writing their compliance with and adherence to the Code of Conduct as adopted by the
Company.
The annual report of the Company contains a certificate by the Managing
Director in terms of SEBI Listing Regulations on the compliance declarations received from
the Directors and the Senior Management personnel.
A separate report on Corporate Governance is annexed to this Report as Annexure
II.
The Statutory Auditors of the Company have examined the requirements of
Corporate Governance with reference to SEBI Listing Regulations and have certified the
compliance as required under SEBI Listing Regulations. The Certificate in this regard is
annexed to this Report.
The Chief Executive Officer and Chief Financial Officer certification
as required under the SEBI Listing Regulations is annexed to this Report.
BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT (BRSR)
A report on Business Responsibility and Sustainability Reporting
(BRSR), describing the initiative taken by your Company from an Environmental, Social and
Governance (ESG) responsibility given in Annexure III.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
Your Company has established a "Vigil Mechanism" for its
employees and Directors, enabling them to report any concerns of unethical behaviours,
suspected fraud or violation of the Company's ‘Code of Conduct'. To this
effect, the Board has adopted a ‘Whistle Blower Policy' (WBP), which is overseen
by the Audit Committee. The policy interalia provides safeguards against victimization of
the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson
of the Audit Committee for lodging concerns if any, for review.
The said policy has been uploaded on the website of the Company at URL
https://www.alicongroup.co.in/Investors/ Corporate Governance/Whistle_Blower_Policy.pdf.
SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(SS1 and SS2) respectively relating to Meetings of the Board of Directors and General
Meetings respectively, have been duly complied by your company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
To comply with the requirement of the Companies Act,2013 and Articles
of Association of the Company, Mr. Junichi Suzuki, Director (DIN: 02628162) shall retire
by rotation at the forthcoming Annual General Meeting and being eligible has offered
himself for re-appointment.
Information and brief profile of Directors seeking reappointment is
provided in the separate annexure to the Notice, convening 33rd annual general meeting.
This annexure forms part of this Annual Report.
During the year under review, none of the non-executive directors had
any pecuniary relationship or transactions with the Company.
Mr. S. Rai is the Managing Director, Mr. Rajeev Sikand is Chief
Executive Officer, Mr. Vimal Gupta is the Chief Finance Officer and Mrs. Veena Vaidya is
the Company Secretary.
DECLARATION BY INDEPENDENT DIRECTORS
In compliance with the provisions of Section 149 (6) of The Companies
Act, 2013 requisite declarations have been received from the Independent Directors
regarding meeting the criteria of Independence.
NUMBER OF BOARD MEETINGS AND COMMITTEES OF BOARD
The Board of Directors met 7(seven) times during the Financial Year
under review, namely on April 08, 2022, May 16, 2022, August 11, 2022, September 01, 2022,
November 14, 2022, February 10, 2023 and March 27, 2023. A separate meeting of Independent
Directors was also held on March 10, 2023. The details on attendance of Directors in each
Board Meetings and other Committee Meetings of Board of Directors are provided in
Corporate Governance Report, which forms part of this Directors' Report.
AUDIT COMMITTEE & COMPOSITION
The composition of the Audit Committee is in terms of requirements of
the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The details pertaining to the audit
committee are included in the
Corporate Governance Report, which forms part of this report.
NOMINATION AND REMUNERATION POLICY
The Board has adopted a policy on Nomination, Remuneration and Board
Diversity, which sets out the criteria for determining qualifications, positive attributes
and independence of a Director.
The Company's Policy relating to appointment of Directors, payment
of managerial remuneration, Directors' qualifications, positive attributes,
independence of Directors and other related matters is annexed to this Report as an
Annexure IV.
PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS
The Nomination and Remuneration Committee and the Board have laid down
the manner in which formal annual evaluation of the performance of the Board, Committees,
individual Directors, Managing Director and the Chairman has to be made. All Directors
responded through a structured questionnaire giving feedback about the performance of the
Board, its Committees, Individual Directors, MD and the Chairman.
The Board Performance Evaluation inputs including areas of improvement
for the Directors, Board processes and related issues for enhanced Board effectiveness
were discussed by the Directors in their meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge, confirm that –
a) in the preparation of the accounts, the applicable accounting
standards have been followed along with proper explanations relating to material
departure;
b) appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis; e)
they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
PARTICULARS OF EMPLOYEES
The disclosures pertaining to the remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 and rules made thereunder is
enclosed as Annexure V, which forms a part of this Report. The information relating to top
ten employees in terms of remuneration and employees, who were in receipt of remuneration
of not less than Rs 1.02 crores during the year or Rs 8.50 lakhs per month during any part
of the year form a part of this report and will be provided to any Shareholder on a
written request to the Company Secretary. In terms of Section 136 of the Act, the said
report will be available for inspection of the Members at the registered office of the
Company during the business hours on all working days of the Company upto the date of
Annual General Meeting and through electronic mode.
EMPLOYEES STOCK OPTION SCHEME (ESOS)
Disclosure as required under Regulations 14 of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 are available in the Notes to the
financial statements of the Company. The said disclosure forming part of the financial
statements can also be accessed on your Company's website www.alicongroup.co.in.
During the year, there was no change in Employees Stock Option Scheme.
RECEIPT OF REMUNERATION BY MANAGING DIRECTOR FROM SUBSIDIARY COMPANIES
Mr. S. Rai, Managing Director of the Company, has not received any
remuneration from any of its subsidiary companies.
STATUTORY AUDITOR'S REPORT
According to Board of Directors, there is no adverse remark or emphasis
made by Statutory Auditors in their report. Notes to the accounts are self-explanatory to
comments/ observation made by the auditors in their report. Hence, no separate explanation
is given.
Further, no fraud was reported by the auditors of the Company under
Section 143(12) of the Companies Act,2013.
STATUTORY AUDITOR'S
M/s. Kirtane & Pandit LLP, Chartered Accountants (ICAI Registration
No. 105215W/W100057), were appointed as the Statutory Auditors of the Company for a term
of
five(5) years to hold office from the conclusion of the 32nd annual
general meeting till the conclusion of 32nd Annual General Meeting to be held in the
financial year 2026-27.
SECRETARIAL AUDIT REPORT
Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing
Company Secretary, Mumbai, for the financial year 2022-23. The report on the Secretarial
Audit is appended as an Annexure VI to this report. According to the Board of
Directors the report does not have any adverse remark.
COST RECORDS
Maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the
Company.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies Management and Administration Rules, 2014, the Company has placed a copy of
Annual Return in Form MGT-7 on its website www. alicongroup.co.in.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND INITIATIVES
Your Company has embraced social cause with great fervor. The
management of your Company do believe that sustainability is its collective
responsibility. Therefore, your Company is closely engaged in various endeavors to serve
the communities. The key focus remains on education and community development.
Your Company undertakes majority of its activities relating to
corporate social responsibilities through Bansuri Foundation. It also works closely with
other Non Government organizations (NGOs).
Brief outline on the Corporate Social Responsibility (CSR) Policy of
the Company and the initiative undertaken by the Company on CSR activities during the year
under review are set out in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and is annexed as Annexure VII to this report.
The CSR Policy is hosted on the Company's website www.alicongroup.co.in/
Investors/Corporate Social Responsibility.pdf .
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Disclosure of information regarding Conservation of Energy, Research
and Development, Technology Absorption and Foreign Exchange Earning and Outgo etc. under
Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules,
2014, is annexed separately as an Annexure VIII.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There was no significant and material order passed by the Regulators /
Courts / Tribunals, which would impact the going concern status of the Company and its
future operations.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
In compliance with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has duly
constituted an internal complaint committee. The Committee has formulated policy to ensure
protection to its female employees.
INDUSTRIAL RELATIONS
Industrial relations across all the manufacturing locations of your
Company were cordial and very positive through the year under review.
In order to develop skills and foster togetherness at the work place,
your Company rolled out multiple training and engagement programs covering a wide range of
topics such as stress managements, attitude, creativity, team spirit, quality, skill
building, safety and environment, customer focus, etc.
ACKNOWLEDGEMENT
TheDirectorsexpresstheirappreciationforthecontribution made by the
employees to the significant improvement in the operations of the Company and for the
support received from all other stakeholders including customers, suppliers, business
partners and the Government. The Board and the Management of your Company are indeed
appreciative of the substantial support being received from Enkei Corporation, Japan.
On behalf of the Board of Directors,
|
(S. Rai) |
|
Chairman & Managing Director |
|
DIN : 00050950 |
| Place: Pune |
|
| Date: July 25, 2023 |
|
|