The Directors are pleased to present Annual Report and Audited Accounts for the financial year ended March 31, 2024.FINANCIAL HIGHLIGHTS
Audited Financial Results -Standalone(Rupees in Hundred)
Particulars
Year ended31 March, 2024
Year ended31 March, 2023
Net Sales/Income from Operations
-
146.40
Other Income
42,570.64
Total Income
Total Expenses
30,706.06
17,937.62
Profit before tax & extra ordinary items
11,864.57
(17,791.22)
Profit before tax & after extra ordinary items
Deferred Tax/Current Tax
5,073.30
Profit for the year
6,791.27
Other Comprehensive Income
33,807.48
Total Comprehensive Income
40,598.75
Earning per equity share (for continuing operation)- Basic
0.14
(0.37)
- Diluted
(Rupees in Hundred)
Year ended
31 March, 2024
31 March, 2023
31,055.06
18,257.89
11,515.57
(18,111.49)
6,442.27
34,211.43
40,653.70
Total Comprehensive Income /Loss attributable
Owners of the company
40,814.73
(17,781.61)
Non-Controlling Interest
(161.03)
(329.88)
Earning per equity share (for continuing operation)
- Basic
0.13
(0.36)
The turnover of the company for the period under review was Rs. 42,57,063.68 as against Rs. 14,640.00 in the previous year.While a profit of Rs 40,59,875.00 in current year as against a Loss of Rs. (17,79,122.45) in the previous year.
During the current year, the Company has not received any additional Capital. Total paid up Paid up Share Capital of theCompany as on 31st March, 2024 is Rs. 49,143,330/-
In view of loss during 2023-2024, Your Directors have not recommended any dividend for the financial year 2023-2024.RESERVE
The Board of Directors of the Company does not propose any amount to carry to any reserve for the financial year ended March31, 2024.
Your Company has not accepted any Fixed Deposits during the year.
No material changes or commitments have occurred between the end of the financial year to which the financial statementsrelate and the date of this report, affecting the financial position of the company.
The Company at its 30th AGM held on 30th September 2023 appoints, STRG & Associates, Chartered Accountants, Delhi, havingFirm Registration Number 014826N allotted by The Institute of Chartered Accountants of India, as Statutory Auditors of theCompany to hold office from the conclusion of 30th AGM till the conclusion of the Annual General Meeting for the FinancialYear 2023-2024 at such remuneration as may be mutually determined between the said Auditors and the Board of Directorsof the company. "The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from themconveying their eligibility for being statutory auditor of the Company.
The observations/qualifications of the Auditors in the Auditors Report are explained and clarified, wherever necessary, in theappropriate Notes to the Accounts.
During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the audit committee,under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers oremployees, the details of which would need to be mentioned in the Board's Report.
The Company has appointed M/s. AAAM & Co. LLP Chartered Accountants (Firm Registration No. 08113C/C400292) as anInternal Auditor of the Company for the FY 2023-24, to conduct internal audit of the Company.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Company has appointed M/s. VJ & Associates, Company Secretaries as its Secretarial Auditor toconduct the Secretarial Audit of the Company for the financial year 2023-24. The Report of Secretarial Auditor (Form MR - 3) isannexed to the report as "Annexure - I".
In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, theBoard has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitiveinformation to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading bydesignated persons. The code of practices and procedures for fair disclosure of unpublished price sensitive information is alsoavailable on the Company's website.
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules,2014, extract of annual return in Form MGT-9 is annexed to the report as "Annexure - II".
The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regardingConservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earning and Outgo isannexed to the report as "Annexure - III".
A Separate report on Management discussion and analysis relating to business and economic environment surrounding yourcompany is annexed as a part of this report as "Annexure - IV".
Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to therequirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implementedall the stipulations prescribed. Corporate Governance report is annexed as apart of this report as "Annexure-V".
None of the Employees of the Company draws remuneration exceeding the limits prescribed under Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Act, hence the statementrequired under the said is not required to be annexed.
As per the provisions of Sec 129 (3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, thecompany has prepared a statement containing salient features of Financial Statement of subsidiary in the prescribed Form AOC- 1 which is annexed as "Annexure-VI" for the year 2023-24.
The Consolidated Financial Statements have been presented in the Annual Report.
There are Five directors as on date i.e. Ms. Pooja Rastogi, Managing Director, Mrs. Meena Rastogi, Non Executive Director, MrsSheetal Jain , Non-Executive Director, Mr. Sanjeev Kumar, Independent Director, Mr. Kailash, Independent Director.
Mrs. Sheetal Jain (DIN: 00269470), Director of the Company retires by rotation and being eligible and offers herself for re¬appointment. Your Director recommends her reappointment. Appointment of Mrs. Sheetal Jain is in compliance with theprovisions of Section 164(2) of the Companies Act, 2013.
Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect toappointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directorsshall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall beeffective prospectively.
During the year, under review the below mentioned are the appointments and resignations on various positions:
S.No.
Name of Directors/KMP
Designation
Date of appointment
1.
Mr. Kailash
Independent Director
21 August, 2023
2.
Mr. Sundar Singh
Company Secretary
12 March, 2024
Resignation of Directors & Key Managerial Personnel
Date of resignation
12 June, 2023
Mrs. Meenakshi
10 March, 2024
The following persons have been designated as Key Managerial Personnel of the company. Pursuant to section 2 (51) andsection 203 of the act read with Rules framed there under:
1. Ms. Pooja Rastogi, Managing Director
2. Mr. Tushar Rastogi, Chief Financial Officer;
3. Mr. Sundar Singh, Company Secretary & Compliance Officer.
During the period commencing from 1stApril, 2023 and ending on 31stMarch, 2024, the board of directors of the company meeton the following dates on 27th May,2023; 12th June, 2023; 14th August, 2023; 21st August, 2023, 30th August 2023, 08th November,2023; 23rd January, 2024, and 12th March'2024.
The Company has a Risk Management process which provides an integrated approach for managing the risk in various aspectsof the business.
There were no loans, Guarantee or Investments made by the Company under Section 186 of the Companies Act, 2013 duringthe year under review and hence the said provision is not applicable.
All the transactions were made in the ordinary course of business. The provisions of Section 188 of the Companies Act, aretherefore, not attracted.
The disclosure of Related Party Transaction as per AS-24 has provided in the Notes to Accounts to the Financials of the Company.("Annexure -VII")
As per the provisions of Section 177 of the Companies Act, 2013, the Company has constituted an Audit Committee to overseeinternal audit and control procedures, final accounts and reporting process. The committee comprises of three Directors.
As per section 178 of the Companies Act, 2013 and rules made there under, the existing Remuneration Committee was renamedas Nomination and Remuneration Committee by the Board of Directors, which recommend in the Board policy relating toremuneration of Directors, Key Managerial Personnel and other employees.
In compliance of Section 178 of the Companies Act, 2013, rules made there under, the existing Shareholders'/Investors'Grievance Committee was renamed as Stakeholders' Relationship Committee by the Board of Directors, to consider and resolvethe grievances of security holders of the Company.
The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations ofapplicable laws and regulations and the Code of Conduct under the supervision of Audit Committee. During the year underreview, no report related to the violation received.
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards had been followed;
ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates thatare 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 financialyear and of the profit or loss of the Company for that period;
iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. the directors had prepared the annual accounts on a going concern basis.
v. the directors have laid down internal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively.
vi. the directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systemwere adequate and operating effectively.
The company has an Internal Control System, commensurate with its size, scale, and complexity of its operations. AuditCommittee reviews internal audit reports and oversees the internal control system of the company.
The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act,2013 that they met criteria of independence laid down in Section 149(6) of Companies Act, 2013 and the relevant rules.
During the year under review, your company has 1(one) subsidiary. No Company became or ceases to become Subsidiary/JointVenture/Associate of the Company in the year 2023-24.
During the year under review, there have been no material changes in the business of the subsidiary.
There are no significant and / or material orders passed by the Regulators or Courts or Tribunal impacting the going concernstatus and Company's future.
Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having net worth of rupees Five HundredCrore or more, or Turnover of rupees One Thousand Crore or more or Net profit of rupees Five Crore or more during anyfinancial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate SocialResponsibility Policy. Your Company is not falling under the preview of said section during the year.
Your Company is in compliance of all the applicable Secretarial Standard.
The Equity Shares of your Company are listed at:
i. The Stock Exchange, Mumbai (BSE);
ii. The Jaipur Stock Exchange Limited;
iii. The Delhi stock Exchange.
Your company has already files delisting application with Jaipur Stock Exchange which are still in process.
The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executiveDirectors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directorsto such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and supportneeded for ethical conduct of business and compliance of law. The Code has been circulated to Directors and ManagementPersonnel, and its compliance is affirmed by them annually. A declaration signed by the Company's Directors is published inthis Report.
The Company has not accepted / invited any public deposits during the period under review and hence provisions of Section73 of the Companies Act, 2013.
The Consolidated Financial Statement of the Company for the financial year ended 2023-24 are prepared in compliance withthe applicable provisions of the Act, Accounting Standards and SEBI (LODR), Regulations, 2015. The Consolidated FinancialStatement has been prepared on the basis of Audited Financial Statements of the Companies as approved by their respectiveBoard of Directors.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated FinancialStatements along with all relevant documents and Auditors report thereon form part of this Annual Report. The FinancialStatements as stated above are also available on the website of the Company and can be accessed at the web link www.
alchemist-corp.com.
The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and mattersconnected there with or incidental there to covering all the aspects as contained under "The Sexual Harassment of women atworkplace (Prohibition, Prevention and Redressal), Act, 2013.
During the financial year 2023-24, no complaint was received under the policy.
The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to theFinancial Statements and were operating effectively.
During the period under review, there were no applications made or any proceedings pending in the name of the Companyunder the Insolvency and Bankruptcy code, 2016.
During the period under review, there has been no one time settlement of loans taken from bank and financial institutions.
The Board of Directors appreciate the valuable co-operation extended by the Company's Bankers, monitoring agency & otherCentral and State Government departments, for their continued support. Your Directors place on record their wholeheartedappreciation of your Company's employees at all levels. Your Directors also acknowledge with gratitude the backing of itsshareholders.
Date: 23.05.2024 (ManagingDirector) (Director)
Place: New Delhi DIN: 00201858 DIN:01572002