DIRECTOR’S REPORT

TO,

THE MEMBERS,

ALSTONE TEXTILES (INDIA) LIMITED

(FORMERLY KNOWN AS SHALINI HOLDINGS LIMITED)

The Directors have pleasure in submitting their 31st Annual Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended 31st March, 2016.

OPERATIONAL PERFORMANCE:

During the financial year 2015-16, the Company has recorded revenue of Rs. 13,75,16,744/-. The Company has earned net profit of Rs. 12,03,979/- during the year as compared to profit Rs. 6,90,441/- in the last year. The Directors are optimistic about future performance of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

SHARE CAPITAL

The paid up share capital as on 31st March, 2016 was Rs. 12,74,80,000/-.The company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company, under any scheme.

No disclosure is required under section 67(3) of the act, in respect of voting rights not exercised directly by the employees of the company as the provisions of the said section are not applicable.

NO. OF BOARD MEETING HELD:

The Board of Directors duly meets 10 times during the financial year 1st April, 2015 to 31st March, 2016. The dates on which meetings were held are as follows:

15th April 2015, 27th May 2015, 9th July 2015, 20th July 2015, , 7th August 2015, 13th August 2015, 3rd October 2015, 4th November 2015, 28th January 2016 and 17th February 2016.

BOARD OF DIRECTORS:

RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of the Companies Act, 2013 and the articles of association of the Company, Mr. Deepak Kumar, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.

The Independent Directors have submitted their disclosure to the board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations’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, Stakeholders’ Relationship Committee and Risk Management Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL:

No Appointment or cessation took place in the financial year 2015-2016.

(i) Mr. Anup Verma, Managing Director

(ii) Ms. Pooja Mittal, Company Secretary

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are self explanatory and need no comments.

AUDITORS:

STATUTORY AUDITORS:

To Appoint auditor M/s Sanjeev Gaurav & Associates as Statutory Auditors of the company for a period of 4 years commencing from the conclusion of this Annual General Meeting till, the conclusion of 35th Annual General Meeting subject to ratification at every Annual General Meeting on such remuneration as may be fixed in this behalf by the Board of Directors of the Company.

A Certificate from the Auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

AUDITORS’ REPORT:

The Auditors’ Report is annexed herewith marked as Annexure-I and forms part of the Annual Report.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed M/s Astik Tripathi & Associates, Company Secretaries to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit Report and the Secretarial Audit Report is annexed herewith marked as Annexure-II to this report in Form No. MR-3. There is a qualification in the report that Company did not appoint Chief Financial Officer. The Management clarified that, it is in the search of suitable candidate for the post of Chief Financial Officer.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Piyush Jain, as an Internal Auditor of the Company for the financial year 2015-16. Mr. Piyush Jain placed the internal audit report to the Company which is self explanatory and need no comments.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2015-16 being attached with Directors Report in Form MGT-9 marked as Annexure-III.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements

OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financial year 2015-16 are annexed herewith to the Financial Statements in Form No. AOC-2.

LISTING OF SHARES:

The Company has got Listed 1,27,48,000 Equity Shares of Rs. 10/- each on Bombay Stock Exchange Limited (BSE) on 12th august, 2015 vide its notice no. 2015070812-15 which has effected from 14th August, 2015

Further, the shares of the Company are also listed on DSE Limited (DSE) and Ahmadabad Stock Exchange Limited (ASE) but as per SEBI circular WTM/PS/45/MRD/DSA/NOV/2014 dated 9th November, 2014 DSE has been derecognized as Stock Exchange respectively.

ADOPTION OF NEW CERTIFICATE OF INCORPORATION CONSEQUENT UPON CHANGE OF NAME

Company has adopted new certificate of incorporation consequent upon change of name from “Shalini Holdings Limited” to “Alstone Textiles (India) Limited” with effect from 23rd September, 2015 by passing special resolution in the previous 30th annual general meeting of members held on 7th September, 2015.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013, The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company i.e. www.alstonetextiles.in

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and submits the Director’s Responsibility Statement: in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review;

The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

The Directors have prepared the accounts for the year ended 31st March, 2016 on a going concern basis.

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.

The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN- INE184S01016 has been allotted for the Company. Therefore, the matter and/or investors may keep their shareholding in the electronic mode with their Depository Participates. 89.62% of the Company’s Paid-up Share Capital is in dematerialized form as on 31st March, 2016 and balance 10.38% is in physical form.

CORPORATE GOVERNANCE:

As per Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations’2015 with Stock Exchanges, a report on Corporate Governance together with the Auditors’ Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR), 2015 with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The policy is available on the website of the company i.e. www.alstonetextiles.in The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

No of complaints received : NIL

No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the directors report.

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

The Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the conservation of energy, technology absorption, foreign exchange earnings & outgo are not applicable to it.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors

 (Anup Verma)

Chairman & Managing Director

DIN: 06818748   

Place: New Delhi  

Date: 19.05.2016