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You can view full text of the latest Director's Report for the company.

BSE: 506120ISIN: INE07I701011INDUSTRY: Trading

BSE   ` 28.95   Open: 28.95   Today's Range 28.95
28.95
+28.95 (+ 100.00 %) Prev Close: 0.00 52 Week Range 28.95
28.95
Year End :2024-03 

Your Directors have pleasure in presenting to you the 42nd Annual Report of the Company and the
Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL RESULTS:

The Financial Highlights of the Company are as under:

Particulars

Mar 31, 2024

Mar 31, 2023

Revenue from Operations

93.28

64.50

Other Income

1.52

1.00

Total Revenue

94.80

65.50

Total Expenses

93.01

64.00

Profit/(Loss) from ordinary activities before
exceptional items

1.79

1.49

Exceptional Items

-

-

Profit/(Loss) from ordinary activities before tax

1.79

1.49

Tax Expenses

0.49

0.42

Net Profit/ (Loss) for the Period after tax

1.30

1.07

REVIEW OF OPERATIONS:

During the year under review, the Company has earned a Total Income of INR 94.80 Lakhs.

The Net Profit of the Company is INR 1.30 Lakhs in the current year as compared to profit of INR 1.07
Lakhs in the previous year.

TRANSFER TO RESERVES:

The Company did not transfer any amounts to the General Reserve during the year.

DIVIDEND:

The Board of Directors of your Company do not recommend any dividend for the year under review.
AUTHORISED & PAID-UP SHARE CAPITAL:

During the year under review, there has been no change in the Authorized and paid-up Share Capital
of the Company.

The Authorized Share Capital of the Company is Rs. 50,00,000/- (Rupees Fifty Lakh Only) divided in to
2,50,000 (Two Lakhs Fifty Thousand) Equity shares of Rs. 10/- (Rupees Ten Only) each and 2,50,000
(Two Lakhs Fifty Thousand) Unclassified Shares of Rs. 10/- (Rupees Ten Only) each.

The paid-up Share Capital of the Company is Rs. 20,00,000/- (Rupees Twenty Lakh Only) divided in to
2,00,000 (Two Lakhs) Equity shares of Rs. 10/- (Rupees Ten Only) each.

LISTING:

The Equity shares of the Company are listed on BSE Limited. The Company has paid the requisite Listing
fees to the Stock Exchanges for the financial year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the Management Discussion and Analysis Report is attached
herewith as
Annexure-A.

CORPORATE GOVERNANCE REPORT:

As per the latest Audited Financial Statements the paid-up Equity Share Capital and Net-Worth are less
than Rs. 10 crore and Rs. 25 crores respectively therefore the Corporate Governance under Regulation
27(2) of SEBI (Listing Obligations and Disclosure Requirements, 2015) are not applicable to the
Company.

ADDITIONAL GENERAL SHAREHOLDING INFORMATION.

The Additional General Shareholding Information and Distribution of Shareholding as on March 31,2024
is attached herewith as
Annexure-B.

HOLDING. SUBISIDIARY. JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Holding/ Subsidiary/ Joint Venture but has One Associate Company i.e.,
Mercury Paints and Varnishes Private Limited.

The Statement in Form AOC-1 containing salient features of the financial statement of the Associate
Company is attached herewith as
Annexure-C.

DIRECTORS AND KEY MANAGERIAL PERSONNELS:

Sr.

No.

Name of Director

Designation

Appointment Date

Cessation Date

1.

Mr. Anwar Husain
Chauhan

Director & Chief Financial
Officer

November 01,2013

-

2.

Mr. Aftab Alam

Director (Non-Executive,
IndependentDirector)

February 01,2017

-

3.

Mrs. Merle Dsa

Director (Non-Executive,
IndependentDirector)

September 03,2015

-

4.

Mr. Prakashchandra
Gopaldutt Khulbe

Company Secretary and
Compliance Officer

December 01, 2018

March 30, 2024

5.

Ms. Karishma
Parag Ashar

Company Secretary and
Compliance Officer

June 25, 2024

-

6.

Mr. Arshad Nawaz
Khan

Manager

May 20, 2016

-

Pursuant to Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the
Company, Mr. Anwar Husain Chauhan, Director, retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment. Your Board has recommended his re¬
appointment.

Additional information, pursuant to Regulation 36(3) of the Listing Regulations, in respect of the
Directors seeking appointment/re-appointment in AGM, forms a part of the Notice.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in
Section 164(2) of the Companies Act, 2013 (“the Act”) and Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

Mr. Prakashchandra Gopaldutt Khulbe, the Company Secretary and Compliance Officer of the Company
resigned on March 30, 2024, and Ms. Karishma Parag Ashar has been appointed as the Company
Secretary and Compliance Officer of the Company w.e.f. June 25, 2024.

RELATED PARTY TRANSACTIONS:

All related party transactions, if any that were entered into during the financial year were on an Arm's
Length Basis and were in the ordinary course of business. There are no materially significant related
party transactions made by your Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which require prior approval of Shareholders or may have a potential conflict with
the interest of your Company at large.

All related party transactions were placed before the Audit Committee and also before the Board for
approval. Prior Omnibus approval of the Audit Committee is obtained for the transactions which are
foreseeable and repetitive in nature.

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies
Act, 2013. However, as a matter of disclosure, particulars of contracts or arrangements with related
parties are provided in
Annexure-D in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and
confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material departures;

b) 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 same period;

c) the Directors have taken proper and sufficient care 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down Internal Financial Controls in the Company that are adequate and are operating
effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws
and these are adequate and are operating effectively.

No remuneration was paid to any Director and KMP, except Mr. Prakashchandra Gopaldutt Khulbe,
Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees
and individual Directors pursuant to the provisions of the Act and in accordance with the requirements
prescribed under the Listing Regulations.

The performance of the Directors was evaluated by the Board after seeking inputs from all the Directors
on the basis of the criteria such as the Board Composition and Structure, Effectiveness of Board
Processes, Contribution at the Meetings, Information and Functioning, etc.

The performance of the Committees was evaluated by the Board after seeking input from Committee
Members on the basis of the criteria such as the Composition of Committees, Effectiveness of Committee
Meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the criteria such as the
contribution of the individual Director to the Board and Committee Meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition,
the Chairman was also evaluated on the key aspects of his role.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 05, 2017.

In a separate meeting of Independent Directors:

i) Performance of Non-Independent Directors and the Board as a whole was evaluated;

ii) Performance of the Chairman of the Company, taking into account the views of all the Directors was
evaluated;

iii) The quality, quantity and timeliness of the flow of information between the Company Management
and the Board that was necessary for the Board to effectively and efficiently perform their duties was
evaluated.

The same was discussed in the Board Meeting held subsequently to the meeting of the Independent
Directors. The performance of the Board, its committees and of individual Directors was also reviewed
by the Board. The performance evaluation of Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors duly met 5 (Five) times during the Financial Year from April 01, 2023, to March
31, 2024. The dates on which meetings were held are May 19, 2023, August 08, 2023, November 10, 2023,
February 08, 2024 and March 30, 2024.

The gap between two Board Meetings didn't exceed 120 days as per Section 173 of the Companies Act,
2013

ATTENDANCE OF DIRECTORS

Attendance of Directors at the Board Meetings held during the financial year ended March 31, 2024 and
at last AGM are as under:

Name of Director

Category

Number of Meetings

Attendance at the last AGM

Held

Attended

Held on September 28, 2023

Mr. Anwar Husain
Chauhan

Director & Chief
Financial Officer

5

5

No

Mr. Aftab Alam

Non-Executive,

Independent

5

5

Yes

Mrs. Merle Dsa

Non-Executive,

Independent

5

2

Yes

AUDIT COMMITTEE:

The Audit Committee of the Company comprises of Mr. Aftab Alam, Mr. Anwar Husain Chauhan and Mrs.
Merle Dsa as its members. During the financial year 2023-24, the Committee met on May 19, 2023, August
08, 2023, November 10, 2023, and February 08, 2024. The same was attended by all Committee Members.
The recommendations made by the Audit Committee were accepted by the Board of Directors of the
Company.

Attendance of Members at the committee meetings held during the financial year ended March 31, 2024:

Name of Member

Audit Committee Meeting

Held

Attended

Mr. Aftab Alam

4

4

Mr. Anwar Husain Chauhan

4

4

Mrs. Merle Dsa

4

4

The Company Secretary and Compliance Officer acted as the Secretary to the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE:

The Remuneration Committee of the Company comprises of Mr. Anwar Chauhan, Ms. Merle Dsa and Mr.
Aftab Alam. During the financial year 2023-24, the Committee met on February 08, 2024, the same was
attended by all Committee Members.

The Company Secretary and Compliance Officer acted as the Secretary to the Nomination and
Remuneration Committee.

INTERNAL AUDITOR:

The Board of Directors had appointed an Internal Auditor of the Company for Financial Year 2023-24 to
carry out Internal Audit with due care and precision.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which financial statement relate
and the date of the Board Report.

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated under Section 149(6) of the Companies Act, 2013.

There has been no change in the circumstances affecting their status as Independent Directors of the
Company so as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant regulations
.

PUBLIC DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Companies Act, 2013 read with Companies Acceptance of
Deposits) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, is not applicable to your Company, hence no information is disclosed.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of CSR as contained in the Companies Act, 2013 are not applicable to the Company.

RISK MANAGEMENT:

The Company follows well-established and detailed risk assessment and minimization procedures,
which are periodically reviewed by the Board. The Company has in place a business risk management
framework for identifying risks and opportunities that may have a bearing on the organization's
objectives, assessing them in terms of likelihood and magnitude of impact and determining a response
strategy.

The Senior Management assists the Board in its oversight of the Company's management of key risks,
including strategic and operational risks, as well as the guidelines, policies and processes for monitoring
and mitigating such risks under the aegis of the overall business risk management framework.

VIGIL MECHANISM:

Pursuant to requirement laid down in the Companies Act, 2013, the Company has established Vigil
Mechanism. The Vigil Mechanism/ Whistle Blower Policy provides adequate safeguards against
victimization of persons who use such mechanism and make provision for direct access to the Chairman
(Mr. Aftab Alam) of the Audit Committee in appropriate cases. It is affirmed that no person has been
denied access to the Chairman of the Audit Committee. The Whistle Blower Policy has been placed on the
website of the Company.

During the Financial Year 2023-24, there was no complaint reported by any Director or Employee of the
Company under this mechanism.

SEXUAL HARRASMENT AT WORKPLACE:

The Company has formulated a Policy on prevention of Sexual Harassment in accordance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder which is aimed at providing every woman at the workplace a
safe, secure and dignified work environment.

The Company has complied with the applicable provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, including
constitution of the Sexual Harassment Committee i.e., Internal Complaints Committee.

Particulars

No. of Compliant

Complaints as on April 1, 2023

Nil

Complaints filed during Financial Year 2023-24

Nil

Complaints disposed off during Financial Year 2023-24

Nil

Complaints pending as on March 31, 2024

Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3)
of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, no employee of
the Company is drawing remuneration in excess of the limits set out in the said rules.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The information of Loans, Guarantees and Investments covered under the provisions of Section 186 of
the Companies Act, 2013 is given under Note No.2 forming part of the accounts.

AUDITORS AND AUDIT REPORT:

Statutory Auditors and Audit Report:

M/s. DKP & Associates, Chartered Accountant(s), Mumbai were appointed as the Statutory Auditor(s) of
the Company for a period of 5 years from the conclusion of the 40th Annual General Meeting held on
Friday, September 30, 2022 till the conclusion of 45th Annual General Meeting to be held in the year 2027
in terms of Section 139 & 141 and other applicable provisions, if any, of the Companies Act, 2013 read
with the Companies (Audit & Auditors) Rule, 2014.

The report of the Statutory Auditors along with Notes to Schedules is a part of the Annual Report. There
has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Report.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. A. A. Mulla &
Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company. The
Secretarial Audit Report submitted by Company Secretary in Practice is given in the
Annexure-E to this
report.

The Secretarial Auditor report contains two observations which Directors have discussed in detail, and
they are hopeful to get it complied in current financial year.

The Company has appointed Secretarial Auditor for the Financial Year 2024-25.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act and the rules framed thereunder, the Annual
Return for the Financial Year ended March 31, 2024 made under the provisions of Section 92(3) of the
Act, is available on the website of the Company i.e.
www.alna.co.in.

DEMATERIALIZATION OF SHARES:

Out of the total Promoter's Holdings, around 143,300 (98.63%) Equity Shares of Rs. 10/- each have been
dematerialized. The rest 2000 (1.37%) Equity Shares of the Promoter's Holding is in the process of
demat.

REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY:

Link Intime India Private Limited will act as the Registrar and Share Transfer Agent ("RTA") of the
Company.

GREEN INITIATIVES:

Electronic copies of Annual Report 2023-24 will be sent to all the Members who have registered their
email address with the Company/Depository Participant(s).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

No significant and material order has been passed by any Regulator(s), Court(s) and Tribunal(s)
impacting the going concern status and the Company's operations in future.

INSOLVENCY AND BANKRUPTCY CODE. 2016:

There are no proceedings, initiated by any Financial Creditor or Operational Creditor or by the Company
under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal
or other courts during the financial year 2023-24.

ONETIME SETTLEMENT:

There was no instance of Onetime Settlement with any Bank or Financial Institution during the year
under review.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from
the government authorities, banks, customers, business associates and members during the year under
review. Your Directors also wish to place on record their deep sense of appreciation for the committed
services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors
For Alna Trading and Exports Limited

Sd/- Sd/-

Anwar Husain Chauhan Aftab Alam

Director & CFO Director

DIN:00322114 DIN: 06873806

Place: Mumbai
Dated: August 12, 2024

Registered Office:

Allana House, Allana Road,

Colaba, Mumbai-400 001.