Mar 31, 2025
The Directors present the 10th Annual report of the Company along with the audited financial statements
for the financial year ended March 31, 2025.
The Companyâs financial performance for the year under review along with previous year figures
is given hereunder:
|
Standalone |
||
|
Financial Year |
Financial Year |
|
|
Particulars |
2024-25 |
2023-24 |
|
(FY 2025) |
(FY 2024) |
|
|
Revenue from Operations |
5023.30 |
3502.07 |
|
Other Income |
60.65 |
64.73 |
|
Total revenue |
5083.95 |
3566.80 |
|
Operating Profit (Before Finance Cost and |
1025.04 |
696.13 |
|
Less: Finance Cost |
94.61 |
61.56 |
|
Profit before Depreciation & Amortisation |
930.43 |
634.57 |
|
Less: Depreciation & Amortisation |
57.85 |
21.83 |
|
Profit before Tax |
872.58 |
612.74 |
|
Less/(Add): Current Tax |
205.24 |
166.47 |
|
Less/(Add): Deferred Tax Expense/Credit |
19.40 |
(2.27) |
|
Less/(Add): âShort/(Excess) provision of tax |
(1.07) |
(3.22) |
|
Profit after Tax |
649.01 |
451.76 |
|
Earning Per Share |
||
|
Basic |
10.56 |
8.06 |
|
Diluted |
10.56 |
8.06 |
In order to conserve the reserve, your directors do not recommend any dividend for the financial
year ended, 31st March, 2025.
The net profit of the company for F.Y. 2024-2025 is Rs. 649.01 Lakhs. The profit of F.Y. 2024¬
2025 has been transferred to the surplus account.
The revenue from operations for FY 2024-25 is Rs. 5023.30 Lakhs over the previous yearâs
revenue from operations of Rs. 3502.07 Lakhs which is 43.44% more than previous yearâs revenue
from operations.
Net Profit after tax for FY 2024-25 is Rs. 649.01 Lakhs against the previous yearâs Net profit after
tax of Rs. 451.76 Lakhs which is 43.66 % more than previous yearâs Net Profit after tax.
The overall performance of the Company has been increased when compared to the previous years
and the Company shall continue to provide better results to the shareholders in upcoming years via
better performance.
There have been no material changes and commitments, affecting the financial position of the
Company which occurred between the end of the financial year of the Company and to the date of
this report to which the financial statements relate and the date of the report. -
During the year under review Company has incurred Rs. 346.68 Lakhs towards construction of
factory building and Office building
On 10.09.2024 Company has completed the construction of factory building located at Plot No 40,
Doddaballapura Industrial Area 4th Phase, YG 1 Industries, Doddaballapura Taluk, Adinarayana
Hosahalli, Bengaluru Rural, Karnataka, 562163.
By setting up the assembling unit the Company aims to target large customers with competitive
price which will be in line with PM Narendra Modiâs Athmanirbhar Bharat Abhiyaan Scheme
(Make in India). Setting up of this unit will help us reduce the turnaround time for supply of
machineries to the end users.
The Authorised Share Capital as on 31st March, 2025 is Rs. 7,00,00,000 and Paid up share capital
as on 31st March, 2025 was Rs. 6,25,54,000.
Material Changes during the year:
On 24.05.2024 the Authorized Share Capital of the Company was increased from Rs. 6,00,00,000
(Six Crores Rupees) to Rs. 7,00,00,000 (Seven Crores Rupees) divided into 70,00,000 (Seventy
Lakhs) Shares of Rs 10/- each.
On 03.06.2024 the Paid-up Share Capital of the Company was increased from 5,60,50,000 to
6,25,54,000 by a way of Qualified Institutions Placement (âQIPâ) and has allotted 6,50,400 (Six
Lakhs Fifty Thousand Four Hundred) Equity shares of Rs. 10/- (Rupees ten Only) each at a
premium of Rs. 372.46/- per share.
The Equity Shares of the Company are continued to be listed with NSE EMERGE Platform and in
dematerialized form. The ISIN No. of the Company is INE0LR101013.
The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge
Platform). The Annual Listing fee for the year 2024-25 has been paid.
The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the date of the balance sheet as
per section 73 and 76 of the companies Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014.
The Company further reports the below details relating to deposits as per Rule 8(5)(v) and (vi) as
follows:
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; Nil
iii. at the end of the year; Nil
iv. the details of deposits which are not in compliance with the requirements of Chapter
V of the Act; Nil
The Company has not given any loans, guarantees or made investment covered under the
provisions of section 186 of the Companies Act, 2013 during the year 2024-25.
During the financial year, the company successfully launched full-scale operations in
manufacturing and assembly, complementing its existing capabilities in engineering services. This
strategic expansion represents a significant milestone in our growth trajectory and reflects our
commitment to delivering comprehensive, end-to-end solutions to our clients.
The integration of manufacturing and assembly operations is expected to:
⢠Enhance operational efficiency and improve product quality
⢠Enable seamless service delivery from design to final production
⢠Strengthen our market position as a holistic solutions provider
This development underscores our focus on innovation, operational excellence, and long-term
value creation for stakeholders.
The Company implemented suitable controls to ensure its operational, compliance and reporting
objectives. The Company has adequate policies and procedures in place for its current size as well
as the future growing needs. These policies and procedures play a pivotal role in the deployment
of the internal controls. They are regularly reviewed to ensure both relevance and
comprehensiveness and compliance is ingrained into the management review process.
Adequacy of controls of the key processes is also being reviewed by the Internal Audit team.
Suggestions to further strengthen the process are shared with the process owners and changes are
suitably made. Significant findings, along with management response and status of action plans
are also periodically shared with and reviewed by the Audit Committee. It ensures adequate
internal financial control exist in design and operation.
M/s. SKMK & Co., Chartered Accountants (Firm Regn No: 0144210W), Chartered Accountants,
Mumbai are the internal auditors of the Company, who conducts Internal audit and submit reports
to the Audit Committee. The Internal Audit is processed to review the adequacy of internal control
checks in the system and covers all significant areas of the Company''s operations. The Audit
Committee reviews the effectiveness of the Company''s internal control system.
During the year under review, no company has become or ceased to be a subsidiary, joint venture,
or associate company of the Company.
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013,
read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo are under:
|
Sr. No. |
Particulars |
Comments |
|
(A) |
Conservation of energy |
|
|
(i) |
the steps taken or impact on conservation |
In its endeavors towards conservation of |
|
(ii) |
the steps taken by the Company for |
Encouraging green plants in / outside the Switching to LED lights instead of |
|
(iii) |
the capital investment on energy |
There is no capital Invested on energy |
|
(B) |
Technology absorption |
||
|
(i) |
the efforts made towards technology |
As part of our ongoing efforts to strengthen - Real-time inventory tracking and - Streamlined material handling and - Improved accuracy and control over This initiative reflects our commitment to |
|
|
(11) |
the benefits derived like product |
Yes product had improved the efficiency of |
|
|
(ill) |
in case of imported technology (imported |
||
|
(a) the details of technology imported |
Yes |
||
|
(b) the year of import |
2025 |
||
|
(c) whether the technology been fully |
Yes |
||
|
(d) if not fully absorbed, areas where |
Nil |
||
|
(iv) |
the expenditure incurred on Research and |
Nil |
|
|
(C) |
Foreign exchange earnings and Outgo |
Inflow (Rs. In Lakhs) |
Out Flow (Rs. |
|
The Foreign Exchange earned in terms of |
678.21 |
2178.94 |
|
Value of imports calculated on C.I.F basis by the company during the financial year in
respect of:
|
Particulars |
For the year |
For the year |
|
|
? |
? |
||
|
a. |
Raw Material |
- |
- |
|
b. |
Components and spare parts |
1948.66 |
1182.89 |
|
c. |
Capital goods |
- |
- |
Expenditure in Foreign Currency
|
Particulars |
For the year |
For the year |
|
|
? |
? |
||
|
a. |
Royalty |
20.42 |
- |
|
b. |
Know-How |
- |
- |
|
c. |
Professional and consultation fees |
166.09 |
49.10 |
|
d. |
Interest |
- |
- |
|
e. |
Purchase of Components and spare parts |
1948.66 |
1182.89 |
|
f. |
Others |
43.77 |
31.84 |
Earnings in Foreign Exchange
|
Particulars |
For the year |
For the year |
|
|
? |
? |
||
|
a. |
Export of goods calculated on F.O.B. basis |
- |
- |
|
b. |
Royalty, know-how, professional and |
320.08 |
53.87 |
|
c. |
Interest and dividend |
- |
- |
|
d. |
Other income |
358.13 |
141.64 |
16. INDUSTRIAL RELATION
During the year under review, your Company enjoyed cordial relationship with workers and
employees at all levels. The company recognizes the significance of maintaining harmonious and
constructive industrial relations, fostering a collaborative environment that promotes the well¬
being and productivity of our workforce. We believe that healthy relationships with our employees
and their representatives are essential for the long-term success and sustainable growth of the
organization.
Throughout the reporting period, we have actively engaged in dialogue and consultations with
employee representatives and unions to address workplace concerns, promote open
communication, and seek mutually beneficial solutions. We have strived to create a workplace
culture that values employee engagement, inclusivity, and respect, enabling our workforce to
contribute their best efforts towards achieving our business objectives.
17. BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL
PERSONNEL
The Company''s Board is duly constituted and is in compliance with the requirements of the
Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as applicable on the Company and provisions of the Articles of Association of the Company.
The Company''s Board has been constituted with requisite diversity, wisdom and experience
commensurate to the business of your Company.
There are six Directors on the Board of the Company, headed by a Managing Director (Chairman)
and includes one-woman Whole-time Director and one woman Non-executive Director and three
Independent Directors on its Board.
The Directors on the Board have experience in the field of finance, legal, statutory compliance,
engineering and accounts. None of the Directors are disqualified under the provisions of
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2025.
BOARD COMPOSITION
|
Sl.No |
Name of the Person |
DIN/PAN |
Designation |
|
1. |
Unnikrishnan Nair P M |
01825309 |
Managing Director |
|
2. |
Beena Unnikrishnan |
Whole-time Director |
|
|
3. |
Ashokkumar Hebron Charles |
Non-Executive |
|
|
4. |
Shiny George |
Non-Executive |
|
|
5. |
Phillip Craig Morrisson |
Non-Executive |
|
|
6. |
Veena Praveen |
Non-Executive Director |
|
|
7. |
Emmyunual S |
GFKPS6826F |
Chief Financial Officer |
|
8. |
Shikha Dixit |
CXBPS6064A |
Company Secretary & |
18. APPOINTMENT/ REAPPOINTMENT/ CHANGE OF DIRECTORS OR KEY
MANAGERIAL PERSONNEL
As per Provisions of Section 152 of the Companies Act, 2013, Mr. Unnikrishnan Nair P M (DIN:
01825309) Managing Director is liable to retire by rotation and is eligible to offer himself for re¬
appointment.
On 25.08.2024 Ms. Meghana M P resigned as the Company Secretary & Compliance officer of the
Company.
On 24.11.2024 Ms Sikha Dixit was appointed as the Company Secretary & Compliance Officer of
the company.
Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Board
of Directors, to the best of its knowledge and ability, confirm that:
(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 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 that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules
made thereunder 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;
(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.
During the Financial year 2024-25, Twelve (12) board meetings were held. The interval between
any two meetings was well within the maximum allowed gap of 120 days.
The Composition of Board of directors and the details of meetings attended by the board of
directors during the year are given below.
|
Name of the Director |
Category |
No. of Board |
No. of Board |
|
Mr. Unnikrishnan Nair P |
Managing Director |
12 |
11 |
|
Mrs. Beena |
Whole-time Director |
12 |
12 |
|
Mr. Shiny George |
Non-executive Independent |
12 |
12 |
|
Mr. Ashokkumar Hebron |
Non-executive Independent |
12 |
9 |
|
Mr. Phillip Craig |
Non-executive Independent |
12 |
12 |
|
Mrs. Veena Praveen |
Non-Executive Director |
12 |
9 |
|
Sl. No |
Date of Board Meeting |
Board Meeting Attendance |
|
1 |
24-04-2024 |
5 |
|
2 |
27-05-2024 |
6 |
|
3 |
29-05-2024 |
6 |
|
4 |
03-06-2024 |
6 |
|
5 |
03-06-2024 |
6 |
|
6 |
15-07-2024 |
6 |
|
7 |
11-11-2024 |
3 |
|
8 |
24-11-2024 |
4 |
|
9 |
18-01-2025 |
5 |
|
10 |
03.03.2025 |
6 |
|
11 |
10.03.2025 |
6 |
|
12 |
15.03.2025 |
6 |
COMMITTEES OF THE BOARD
Matters of policy and other relevant and significant information are furnished regularly to the
Board. To provide better Corporate Governance & transparency, currently, your Board has four
(4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social
Responsibility Committee and Stakeholder Relationship Committee to investigate various aspects
for which they have been constituted. The Board fixes the terms of reference of Committees and
delegate powers from time to time.
AUDIT COMMITTEE
The Audit Committee comprises of non-executive Independent Director and Executive Director as
its Member. The Chairman of the committee is Independent Director.
During the Financial year 2024-25, Five (5) meeting of audit committee held on 24.04.2024,
27.05.2024, 15.07.2024, 11.11.2024 and 03.03.2025
The Composition of Audit Committee and the details of meetings attended by members during the
year are given below.
|
Name of the Director |
Status in the |
Nature of |
No. of Audit |
No. of Audit |
|
Mr. Shiny George |
Chairman of |
Non¬ Executive Independent Director |
5 |
5 |
|
Mr. Ashokkumar Hebron |
Member |
Non¬ Executive Independent Director |
5 |
3 |
|
Mr. Unnikrishnan Nair P |
Member |
Managing Director |
5 |
4 |
|
Mr. Phillip Craig |
Member |
Non¬ Executive Independent Director |
5 |
5 |
Mr. Shiny George, Chairman of the Audit Committee, was present at the AGM of the Company
held on August 09, 2024.
All the recommendations made by the Audit Committee are accepted and implemented by the
Board of Directors.
The Nomination and Remuneration Committee comprises of Independent Directors and non¬
executive Director as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2024-25, Four (4) meetings of the Nomination and Remuneration
Committee were held on 24.04.2024, 15.07.2024, 24.11.2024 and 03.03.2025.
The Composition of Nomination and Remuneration Committee and the details of meetings
attended by members during the year are given below.
|
Name of the Director |
Status in the |
Nature of |
No. of Remuneration |
No. of Remuneration Committee Meetings Attended |
|
Mr. Shiny George |
Chairman of |
Non¬ Executive Independent Director |
4 |
4 |
|
Mr. Phillip Craig |
Member |
Non¬ Executive Independent Director |
4 |
4 |
|
Mrs. Veena Praveen |
Member |
Non¬ Executive Director |
4 |
4 |
Mr. Shiny George, Chairman of the Nomination and Remuneration Committee, was present at the
AGM of the Company held on August 09, 2024.
The Nomination and remuneration policy available on the website of the company at
https://anlon.co/uploads/11. Nomination and Remuneration Policy.pdf
The stakeholder relationship committee comprises Non-executive Director, Whole-time Director
and one Independent Director as its members. The Chairman of the Committee is an Independent
Director.
During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was
held on 03.03.2025.
The Composition of Stakeholder and Relationship Committee and the details of meetings attended
by the members during the year are given below:
|
Name of the Director |
Status in the |
Nature of |
No. of |
No. of |
|
|
Mrs. Veena Praveen |
Chairperson of |
Non¬ Executive Director |
1 |
1 |
|
|
Mrs. Unnikrishnan |
Beena |
Member |
Whole-time Director |
1 |
1 |
|
Mr. Phillip Craig |
Member |
Non¬ Executive Independent Director |
1 |
1 |
|
Mrs. Veena Praveen, Chairperson of the Stakeholder Relationship Committee, was present at the
AGM of the Company held on August 09, 2024.
The Corporate Social Responsibility committee comprises Managing Director, Whole-time
Director and one Independent Director as its members. The Chairman of the Committee is
Managing Director.
During the Financial year 2024-25, One (1) meeting of Corporate Social Responsibility Committee
were held on 24.04.2024
The Composition of Corporate Social Responsibility Committee and the details of meetings
attended by the members during the year are given below:
|
Name of the Director |
Status in the |
Nature of |
No. of CSR |
No. of CSR |
|
Mr. Unnikrishnan Nair |
Chairman of |
Managing Director |
1 |
1 |
|
Mrs. Beena Unnikrishnan |
Member |
Whole-time Director |
1 |
1 |
|
Mr. Shiny George |
Member |
Non¬ Executive Independent Director |
1 |
1 |
Mr. Unnikrishnan Nair PM, Chairman of the CSR Committee, was present at the AGM of
the Company held on August 09, 2024.
21. ANNUAL RETURN
Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (âthe
Actâ), the Annual Return as on March 31, 2025, will be available on the Companyâs website on
https://anlon.co/uploads/Annual Return 2024-2025.pdf
22. CORPORATE GOVERNANCE REPORT
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance
provisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth
not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the
provisions of Corporate Governance shall not apply to the Company and it does not form the part
of the Annual Report for the financial year 2024-25.
23. AUDITORS
(i) STATUTORY AUDITORS
At the 7th AGM held on September 30, 2022 the Members had approved appointment of
M/s. Goyal Goyal and Co., Chartered Accountants (Firm Registration No. 015069C) as Statutory
Auditors of the Company to hold office for a period of four years from the conclusion of that AGM
till the conclusion of the 11th AGM.
The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has
appointed M/s. Prem Pyara Tiwari & Associates, Practicing Company Secretaries (C.P.No:18513)
as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the
said Act for the Financial Year 2024-25.
A Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure-II in
Form MR-3.
The Board of directors has appointed of M/s. S K M K & Co., Chartered Accountants (Firm Reg
No: 0144210W) as the internal auditor of the company; The Internal Auditor conducts the internal
audit of the functions and operations of the Company and reports to the Audit Committee and
Board from time to time.
During the year under review the requirement to appointment of Cost Auditor for the Company
does not arise. Hence this provision is not applicable.
There are no qualifications, reservations or adverse remarks made by Statutory Auditors
M/s. Goyal Goyal and Co., Chartered Accountants (Firm Registration No. 015069C), in the
Auditorâs report for the Financial Year ended March 31, 2025.
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors M/s.
Prem Pyara Tiwari & Associates, Practicing Company Secretaries (C.P. No:18513), in the
Secretarial Audit Report for the Financial Year ended March 31, 2025.
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor 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 or employees, the details of which would need to
be mentioned in the Boardâs Report.
As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations
and Disclosure Requirement) Regulations, 2015 (âListing Regulationsâ) the Management
Discussion and Analysis of the Company for the year under review is presented in a separate
section forming the part of the Directors Report is attached here with as Annexure III.
25. DEMATERIALISATION OF SHARES
During the year under review, all the equity shares were dematerialized through depositories viz.
National Securities Depository Limited and Central Depository Services (India) Limited, which
represents 100% of the total paid-up capital of the Company. The Company ISIN No. is
INE01R101013 and Registrar and Share Transfer Agent is MUFG Intime India Private Limited.
26. DIRECTOR REMUNERATION AND SITTING FEES
Memberâs attention is drawn to Financial Statements wherein the disclosure of remuneration paid
to Directors is given during the year 2024-25. Details of Sitting fees paid to the non-executive
directors are disclosed in the financial statements.
27. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an armâs
length basis and were in the ordinary course of business. There are no materially significant related
party transactions made by the company with related parties which may have potential conflict
with the interest of the company at large. Your directors draw your attention to notes to the
financial statements for detailed related partiesâ transactions entered during the year.
Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or
Members / Shareholders has been obtained for such transactions. However, as part of good
corporate governance, all related party transactions covered under Section 188 of the Act are
approved by the Audit committee.
The E-form AOC- 2 is attached as Annexure - IV with this report.
28. CREDIT RATING
The company has not obtained any rating from any Credit Rating Agency during the year.
29. MEETING OF INDEPENDENT DIRECTORS
Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent
directors of the Company shall hold at least one meeting in a financial year, without the attendance
of non-independent directors and members of the Management.
During the year under review, the Independent Directors met on March 03, 2025 inter alia, to:
1. Review the performance of the Non- Independent Directors and the Board of Directors as a
whole.
2. Review the performance of the Chairman of the Company, taking into the account of the
views of the Executive and Non- Executive Directors.
3. Assess the quality, content and timeliness of flow of information between the management
and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting. At the meeting, the independent
directors discussed, among other matters, the performance of the Company and risks faced by it,
the flow of information to the Board, competition, strategy, leadership strengths and weaknesses,
governance, compliance, Board movements, succession planning, human resources matters and
the performance of the executive members of the Board, and the Chairman.
The Board is satisfied with the integrity, expertise and experience (including the proficiency) of
the independent directors and their contributions towards the enhancement of operations of the
Company.
All the Independent Directors on the Board have given a declaration of their independence to the
Company as required under section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of
the Listing Regulations.
During the year under review no new Independent Directors were appointed in the Company.
An Independent Director shall be a person of integrity and possess appropriate balance of skills,
experience and knowledge in one or more fields of finance, law, management, sales, marketing
and technical operations or any other discipline related to the Companyâs business. The Company
did not have any peculiar relationship or transactions with non-executive Directors during the year
ended March 31, 2025.
Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration
committee has laid down the evaluation of the performance of Individual Directors and the Board
as a whole. Based on the criteria the exercise of evaluation was carried out through the structured
process covering various aspects of the Board functioning such as composition of the Board and
committees, experience & expertise, performance of specific duties & obligations, attendance,
contribution at meetings, etc. The performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent Director. The performance of the
Independent Directors was carried out by the entire Board (excluding the Director being
evaluated). The Director expressed their satisfaction with the evaluation process.
During the year under review the provisions relating to transfer of funds to Investor education and
protection fund does not apply to the Company.
CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.
A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company
on CSR activities during the year are set out in Annexure I of this report in the format prescribed
in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
This Policy is available on the Companyâs website at
https://anlon.co/uploads/Corporate Social Responsibility Policy.pdf
The Nomination and Remuneration Committee (âNRCâ) formulates and recommends to the
Board the appropriate qualifications, positive attributes, characteristics, skills and experience
required for the Board as a whole and its individual members with the objective of having a
Board with diverse backgrounds and experience in business, government, education and public
service. The Policy for appointment and removal of Directors and determining Directorsâ
independence is available on our website at
https://anlon.co/uploads/11. Nomination and Remuneration Policv.pdf. The committee inter
alia ensures that:
a. The level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate directors and key managerial personnel of the quality required to run the
company successfully.
b. relationship of remuneration to performance is clear and meets appropriate performance
benchmarks and relationship of remuneration to performance is clear and meets
appropriate performance benchmarks and
c. remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals.
Your Company has adopted the policy on Materiality of Related Party Transaction to set out
the dealing with the transaction between the Company and its related parties. The Policy on
Materiality of Related Party Transaction has been available on the website of the Company
https://anlon.co/uploads/Related Party Transaction Policy.pdf
Your Company has adopted the policy of code of Conduct to maintain standard of business
conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for
Director and Senior Management has been available on the website of the Company
https://anlon.co/uploads/Code of Conduct for Sr Mgnt Persnel.pdf
Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of
Conduct to regulate, monitor and report trading by employees and other connected persons and
code of practices and procedure for fair disclosure of unpublished price Sensitive Information.
The same has been available on the website of the Company
https://anlon.co/uploads/Code of Conduct for Insider Trading .pdf
Pursuant to provision of the regulations, the board has formulated the policy on the Preservation
of Documents & Archive policy. The same has been available at the website of company at
https://anlon.co/uploads/Policy for Preservation of Documents.pdf
Pursuant to provision of the regulations, the board has formulated the policy on Dividend
Distribution policy. The same has been made available on the website of the company
https://anlon.co/uploads/Investors-Dividend-Distribution-Policv.pdf
The Company has taken various steps in connection with the implementation of Risk
Management measures in terms of provisions contained in the Companies Act, 2013, after
identifying the elements of risks which in the opinion of the Board may threaten the very
existence of the Company. The Company has laid down a comprehensive Risk Assessment and
Minimization Procedure which is reviewed by Board from time to time. Key risks identified
are methodically addressed through mitigating actions on a continuing basis. The policy of risk
management is made available on the website of the company at
https://anlon.co/uploads/Risk Management Policy.pdf
Your Company has framed a Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The Vigil Mechanism has been available on the website of the
Company at https://anlon.co/uploads/Whistle Blower Policy.pdf
Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events
and Information. The Policy on Determination and Disclosure of Materiality of Events and
Information has been available on the website of the Company at
https://anlon.co/uploads/Policy for Determining Materiality of Events.pdf
During the year under review, the details of employees drawing remuneration which is in excess
of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith as Annexure-V.
The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-V.
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as
well as information by directors in Form DIR 8 under Section 164(2) and declarations as to
compliance with the Companies Act, 2013 & Listing Regulations.
During the financial year 2024-2025 under review the Company has received Form DIR-8 from
all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read
with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the
Directors of your Company is disqualified to hold office as per provision of Section 164(2) of the
Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of
the SEBI or any such authority in terms of SEBI letter dated 14th June, 2018 and NSE circular
dated 20th June 2018 on the subject âEnforcement of SEBI orders regarding appointment of
Directors by Listed Companiesâ.
The Directors of the Company have made necessary disclosures, as required under various
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Your directorsâ states that they have devised proper systems to ensure compliance with the
Secretarial Standards and that such system are adequate and operating effectively.
The Company has been complied with all regulatory requirements of central government and state
government and there were no significant and material orders passed by the Regulators or Courts
or Tribunals during the year impacting the going concern status and the Companyâs operations in
future.
The investor complaints are processed in a centralized web-based complaints redress system. The
salient features of this system are centralized database of all complaints, online upload of Action
Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions
taken on the complaint and its status. Your Company has been registered on SCORES and makes
every effort to resolve all investor complaints received through SCORES or otherwise within the
statutory time limit from the receipt of the complaint. The Company has not received any complaint
on the SCORES during financial year 2024-25.
During the Financial Year 2024-25, there were no complaints or queries received from the
shareholders of the Company. Company Secretary acts as the Compliance Officer of the Company
is responsible for complying with the provisions of the Listing Regulations, requirements of
securities laws and SEBI Insider Trading Regulations. The Investor can send their query to
[email protected].
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
prevention, prohibition, and Redressal of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules there under. The policy aims to provide protection to employees
at the workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working environment, where
employees feel secure.
The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH)
Committee) under the sexual harassment of women at workplace (prevention, prohibition, and
Redressal) Act, 2013 and complied with the provisions of the same.
The following is the Summary of sexual harassment complaints received and disposed off during
the FY 2024-2025:.
|
1 |
Number of complaints of sexual harassment received in the year |
Nil |
|
2 |
Number of complaints disposed off during the year; and |
NA |
|
3 |
Number of cases pending for more than ninety days. |
NA |
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended,
and ensures that all eligible women employees are extended the benefits and protections mandated
under the Act, including paid maternity leave and other entitlements. The Company also promotes
a gender-inclusive workplace and is committed to supporting the health and well-being of women
employees through appropriate workplace policies and practices.
45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT
THE END OF THE FINANCIAL YEAR
During the year under review this provision is not applicable on our Company.
46. 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
During the year under review this provision is not applicable on our Company.
47. DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM
THE HOLDING OR SUBSIDIARY OF A COMPANY, IN WHICH SUCH PERSON IS A
MANAGING OR WHOLE-TIME DIRECTOR - 197(14)
During the year under review this provision is not applicable on our Company.
During the year, there were no significant and material orders passed by the Regulators / Courts
which would impact the going concern status of the Company and its future operations.
The Board of Directors and Senior Management of the Company have complied with the
Company''s Code of Conduct applicable to Board of Directors and Senior Management.
The company has implemented a robust Familiarization Program for independent directors, aiming
to equip them with the necessary knowledge, insights, and exposure to effectively discharge their
responsibilities. The program includes comprehensive induction, periodic updates on industry
trends, site visits, relevant training programs, access to information, and regular interactions with
senior management. By actively engaging independent directors and providing them with the
necessary resources, we strive to foster a well-informed and engaged Board that contributes to
effective governance and value creation.
The Policy on Determination and Disclosure of Familiarization Programme for Independent
Directors has been available on the website of the Company at
https://anlon.co/uploads/Familiarization Programme.pdf
|
SL No |
Financial Year |
Date of |
Purpose |
Total number of |
|
|
01 |
2024-25 |
28-05-2024 |
Recent Changes in |
the |
06.00 |
|
02 |
2024-25 |
04-03-2025 |
Business Model of |
the |
06.00 |
As per the report submitted to the National Stock Exchange on 11.11.2024 there is no deviation or
variations observed in the utilisation of funds raised.
52. DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THAT
THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT
PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF
BOARD OF DIRECTORS AND SENIOR MANAGEMENT
Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisions
of declaration signed by the chief executive officer stating that the members of board of
directors and senior management personnel have affirmed compliance with the code of
conduct of board of directors and senior management shall not apply to the Company and it
does not form the part of the Annual Report for the financial year 2024-25.
53. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING
COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF
CORPORATE GOVERNANCE
Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisions
of Compliance certificate from either the auditors or practicing company secretaries
regarding compliance of conditions of corporate governance shall not apply to the Company and
it does not form the part of the Annual Report for the financial year 2024-25.
54. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF
THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
During the Financial Year 2024-25, no new Independent Directors were appointed on the Board
of the Company. Hence, the requirement to provide the Boardâs opinion regarding the integrity,
expertise, experience, and proficiency of newly appointed Independent Directors does not arise for
the year under review.
55. DISCLOSURES REGARDING DEMAT SUSPENSE ACCOUNT / UNCLAIMED
SUSPENSE ACCOUNT
As all shares of the Company are held in dematerialised form, there is no outstanding equity in
physical mode. Accordingly, the provisions relating to disclosures under the Demat Suspense
Account or Unclaimed Suspense Account, as specified under Para F of Schedule V of the Listing
Regulations are not applicable to the Company.
56. DISCLOSURE REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDING
LISTED ENTITIES UNDER REGULATION 30A(2) OF LISTING REGULATIONS
There are no agreements entered into by the shareholders, promoters, promoter group entities,
related parties, directors, key managerial personnel, employees of the listed entity or of its holding,
subsidiary or associate company, among themselves or with the listed entity or with a third party,
solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is
to, impact the management or control of the listed entity or impose any restriction or create any
liability upon the listed entity as on the date of notification of clause 5A to Para A of Part A of
Schedule III of the Listing Regulations.
57. ACKNOWLEDGEMENT
The Directors thank the Companyâs employees, customers, vendors, investors and academic
partners for their continuous support.
The Directors also thank the Government of India, Governments of various states in India,
concerned Government departments and agencies for their co-operation.
For Anlon Technology Solutions Limited
Sd/- Sd/-
Mr. Unnikrishnan Nair P M Mrs. Beena Unnikrishnan
Managing Director Whole-time Director
DIN: 01825309 DIN: 07222504
Add: 5001, Prestige Apt, Add: 5001, Prestige Apt,
Eternity Doddaballapur Road, Eternity Doddaballapur Road,
Ananthpur Gate, Puttenahalli, Ananthpur Gate, Puttenahalli,
Yelahanka, Bangalore North- 560064 Yelahanka, Bangalore North- 560064
Date : 23.07.2025
Place : Mumbai
Mar 31, 2024
The Directors present the 09th Annual report of the Company along with the audited financial statements for the financial year ended March 31, 2024.
The Companyâs financial performance for the year under review along with previous year figures is given hereunder:
(''Rq Tn T aVhc''l
|
Standalone |
||
|
Particulars |
Financial Year |
Financial Year |
|
2023-24 |
2022-23 |
|
|
(FY 2024) |
(FY 2023) |
|
|
Revenue from Operations |
3502.07 |
3289.47 |
|
Other Income |
64.73 |
29.57 |
|
Total revenue |
3566.80 |
3319.04 |
|
Operating Profit (Before Finance Cost and Depreciation & Amortisation) |
696.13 |
750.44 |
|
Less: Finance Cost |
61.56 |
109.21 |
|
Profit before Depreciation & Amortisation |
634.57 |
641.23 |
|
Less: Depreciation & Amortisation |
21.83 |
20.04 |
|
Profit before Tax |
612.74 |
621.19 |
|
Less/(Add): Current Tax |
166.47 |
185.55 |
|
Less/(Add): Deferred Tax Expense/Credit |
(2.27) |
(8.30) |
|
Less/(Add): Prior period tax Adjustment |
(3.22) |
0.11 |
|
Profit after Tax |
451.76 |
443.83 |
|
Earning Per Share |
||
|
Basic |
8.06 |
9.84 |
|
Diluted |
8.06 |
9.84 |
In order to conserve the reserve, your directors do not recommend any dividend for the financial year ended, 31st March, 2024.
The net profit of the company for F.Y. 2023-24 is Rs. 451.76 Lakhs. The profit of F.Y. 2023-24 has been transferred to the surplus account.
The revenue from operations for FY 2023-24 is Rs. 3502.07 Lakhs over the previous yearâs revenue from operations of Rs. 3289.47 Lakhs which is 6.46% more than previous yearâs revenue from operations.
Net Profit after tax for FY 2023-24 is Rs. 451.76 Lakhs against the previous yearâs Net profit after tax of Rs. 443.83 Lakhs which is 7.93 Lakhs more than previous yearâs Net Profit after tax.
The overall performance of the Company has been increased when compared to the previous years and the Company shall continue to provide better results to the shareholders in upcoming years via better performance.
There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report except as below:
Company has incurred ? 20.46 Lakhs towards implementation of SAP (Systems, Applications, and Products). The details of the same can be referred to in the Audited financial statements..
The Company is moving its major business operations to SAP (Systems,Applications, and Products) to integrate business applications for managing various aspects such as finance, sales, procurement, inventory, vendor management, and supply chain, providing real-time data processing and analytics. This move aims to streamline operations, improve efficiency, and support decision-making. We are implementing the SAP Business one version tailored specifically for our business operations, including sales, services, procurement, vendor management, finance, and supply chain.
This will also enhance efficiency by streamlining processes and providing real-time insights, leading to cost savings and increased productivity. The SAP system also helps companies stay compliant with regulations and manage risks effectively, offering features such as audit trails and access controls to ensure data integrity and security.
Moreover, SAP provides employees with access to the information and tools they need to perform their jobs more effectively, which can lead to increased employee satisfaction and productivity.
During the year under review Company has incurred ? 442.01 Lakhs towards construction of factory building.
On 29.02.2024, The Company has set up an assembling unit at Plot No 40, Doddaballapura Industrial Area 4th Phase, YG 1 Industries, Doddaballapura Taluk, Adinarayana Hosahalli, Bengaluru Rural, Karnataka, 562163.
From 01st of March 2024 the Company started assembling of the machineries, along with providing sales and after-sales support services.
By setting up the assembling unit the Company aims to target large customers with competitive price which will be in line with PM Narendra Modiâs Athmanirbhar Bharat Abhiyaan Scheme (Make in India). Setting up of this unit will help us reduce the turnaround time for supply of machineries to the end users.
The Authorised Share Capital as on 31st March, 2024 is Rs. 6,00,00,000 and Paid up share capital as on 31st March, 2024 was Rs. 5,60,50,000.
Material Changes as on the date of this report:
On 24.05.2024 the Authorized Share Capital of the Company was increased from Rs. 6,00,00,000 (Six Crores Rupees) to Rs. 7,00,00,000 (Seven Crores Rupees) divided into 70,00,000 (Seventy Lakhs) Shares of Rs 10/- each.
On 03.06.2024 the Paid-up Share Capital of the Company was increased from 5,60,50,000 to 6,25,54,000 by a way of Qualified Institutions Placement (âQIPâ) and has allotted 6,50,400 (Six Lakhs Fifty Thousand Four Hundred) Equity shares of Rs. 10/- (Rupees ten Only) each at a premium of Rs. 372.46/- per share.
The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE0LR101013.
The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge Platform). The Annual Listing fee for the year 2024-25 has been paid.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet as
per section 73 and 76 of the companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
The Company further reports the below details relating to deposits as per Rule 8(5)(v) and (vi) as follows:
(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; Nil
(iii) at the end of the year; Nil
(vi) the details of deposits which are not in compliance with the requirements of Chapter V of the Act; Nil
The Company has not given any loans, guarantees or made investment covered under the provisions of section 186 of the Companies Act, 2013 during the year 2023-24.
During the year there is no change in the nature of the business of the company, except below addition:
On 29.02.2024, the Company set up an assembling unit at Plot No 40, Doddaballapura Industrial Area 4th Phase, YG 1 Industries, Doddaballapura Taluk, Adinarayana Hosahalli, Bengaluru Rural, Karnataka, 562163. The Company has started assembling of the machineries, along with providing sales and after-sales support services.
The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.
Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exist in design and operation.
M/s. SKMK & Co., Chartered Accountants (Firm Regn No: 0144210W), Chartered Accountants, Mumbai is the internal auditor of the Company, who conducts Internal audit and submit reports to the Audit Committee. The Internal Audit is processed to review the adequacy of internal control checks in the system and covers all significant areas of the Company''s operations. The Audit Committee reviews the effectiveness of the Company''s internal control system.
The Company does not have any holding, subsidiary and associate Company during the period of Reporting.
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:
|
Sr. No. |
Particulars |
Comments |
|
(A) |
Conservation of energy |
|
|
(i) |
the steps taken or impact on conservation |
Energy conservation is very important for the |
|
of energy; |
company and therefore, energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every effort ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipmentâs with latest technologies. Impact on conservation of energy was that the electricity load expenses reduced. |
|
|
(ii) |
the steps taken by the Company for utilizing alternate sources of energy; |
Nil |
|
(iii) |
the capital investment on energy conservation equipment |
Nil |
|
(B) |
Technology absorption |
|
|
(i) |
the efforts made towards technology |
Company firmly believes that adoption and use |
|
absorption |
of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labour intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale. |
|
|
(ii) |
the benefits derived like product improvement, cost reduction, product development or import substitution; |
Nil |
|
(iii) |
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year : |
Nil |
|
(a) the details of technology imported |
Nil |
|
|
(b) the year of import |
Nil |
|
|
(c) whether the technology been fully absorbed |
Nil |
|
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and |
Nil |
||
|
(iv) |
the expenditure incurred on Research and Development |
Nil |
|
|
(C) |
Foreign exchange earnings and Outgo |
Inflow (Rs. In Lakhs) |
Out Flow (Rs. In Lakhs) |
|
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows |
195.51 |
1263.83 |
|
Value of imports calculated on C.I.F basis by the company during the financial year in respect of:
(? In Lakhs)
|
Particulars |
For the year ended March 31, 2024 |
For the year ended March 31,2023 |
|
(a) Raw Material |
- |
- |
|
(b) Components and spare parts |
1182.89 |
621.14 |
|
(c) Capital goods |
- |
7.39 |
Expenditure in Foreign Currency (? In Lakhs)
|
Particulars |
For the year ended March 31, 2024 |
For the year ended March 31,2023 |
|
|
(a) |
Royalty |
- |
- |
|
(b) |
Know-How |
- |
- |
|
(c) |
Professional and consultation fees |
49.10 |
13.46 |
|
(d) |
Interest |
- |
- |
|
(e) |
Purchase of Components and spare parts |
1182.89 |
621.14 |
|
(f) |
Others |
31.84 |
51.98 |
|
Earnings in Foreign Exchange |
(? In Lakhs) |
|
|
For the year ended |
For the year ended |
|
|
March 31, 2024 |
March 31, 2023 |
|
|
Particulars |
||
|
(a) Export of goods calculated |
- |
- |
|
on F.O.B. basis |
||
|
(b) Royalty, know-how, professional and |
53.87 |
96.00 |
|
consultation fees |
||
|
(c) Interest and dividend |
- |
- |
|
(d) Other income |
141.64 |
75.42 |
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. The company recognizes the significance of maintaining harmonious and constructive industrial relations, fostering a collaborative environment that promotes the well-being and productivity of our workforce. We believe that healthy relationships with our employees and their representatives are essential for the long-term success and sustainable growth of the organization.
Throughout the reporting period, we have actively engaged in dialogue and consultations with employee representatives and unions to address workplace concerns, promote open communication, and seek mutually beneficial solutions. We have strived to create a workplace culture that values employee engagement, inclusivity, and respect, enabling our workforce to contribute their best efforts towards achieving our business objectives.
The Company''s Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable on the Company and provisions of the Articles of Association of the Company. The Company''s Board has been constituted with requisite diversity, wisdom and experience commensurate to the business of your Company.
There are six Directors on the Board of the Company, headed by a Managing Director (Chairman) and includes one woman Whole-time Director and one woman Non-executive Director and three Independent Directors on its Board.
The Directors on the Board have experience in the field of finance, legal, statutory compliance, engineering and accounts. None of the Directors are disqualified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2024.
BOARD COMPOSITION
|
Sl.No |
Name of the Person |
DIN/PAN |
Designation |
|
1. |
Unnikrishnan Nair P M |
01825309 |
Managing Director |
|
2. |
Beena Unnikrishnan |
Whole-time Director |
|
|
3. |
Ashokkumar Hebron Charles |
Non-Executive Independent Director |
|
|
4. |
Shiny George |
Non-Executive Independent Director |
|
|
5. |
Phillip Craig Morrisson Meiselbach |
Non-Executive Independent Director |
|
|
6. |
Veena Praveen |
Non-Executive Director |
|
|
7. |
Emmyunual S |
GFKPS6826F |
Chief Financial Officer |
|
8. |
Meghana M P |
BLSPM3333G |
Company Secretary & Compliance Officer |
As per Provisions of Section 152 of the Companies Act, 2013, Mrs. Beena Unnikrishnan Wholetime Director is liable to retire by rotation and is eligible to offer herself for re-appointment.
On 20.04.2023 Ms. Meghana M P was appointed as the Company Secretary & Compliance officer of the Company.
On 08.09.2023 Mrs. Beena Unnikrishnan resigned from the post of Chief financial officer of the Company and Mr. Emmyunual S was appointed as the Chief Financial Officer with effect from 08.09.2023.
Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, confirm that:
(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 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 that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder 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;
(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.
During the Financial year 2023-24, Eight (08) board meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.
The Composition of Board of directors and the details of meetings attended by the board of directors during the year are given below.
|
Name of the Director |
Category |
No. of Board Meetings Held & Entitled to Attend |
No. of Board Meetings Attended |
|
Mr. Unnikrishnan Nair P M |
Managing Director |
8 |
8 |
|
Mrs. Beena Unnikrishnan |
Whole-time Director |
8 |
8 |
|
Mr. Shiny George |
Non-executive Independent Director |
8 |
7 |
|
Mr. Ashokkumar Hebron Charles |
Non-executive Independent Director |
8 |
6 |
|
Mr. Phillip Craig Morrisson Meiselbach |
Non-executive Independent Director |
8 |
6 |
|
Mrs. Veena Praveen |
Non-Executive Director |
8 |
4 |
|
Sl. No |
Date of Board Meeting |
Board Meeting Attendance |
|
1 |
20.04.2023 |
5 |
|
2 |
12.05.2023 |
4 |
|
3 |
26.06.2023 |
5 |
|
4 |
25.08.2023 |
2 |
|
5 |
08.09.2023 |
6 |
|
6 |
03.11.2023 |
6 |
|
7 |
11.12.2023 |
5 |
|
8 |
20.03.2024 |
6 |
Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4)
Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.
The Audit Committee comprises of non-executive Independent Director and Executive Director as its Member. The Chairman of the committee is Independent Director.
During the Financial year 2023-24, Six (6) meeting of audit committee held on 20.04.2023, 12.05.2023, 26.06.2023, 08.09.2023, 03.11.2023 and 20.03.2024.
The Composition of Audit Committee and the details of meetings attended by members during the year are given below.
|
Name of the Director |
Status in the Committee |
Nature of Directorship |
No. of Board Meetings Held & Entitled to Attend |
No. of Board Meetings Attended |
|
Mr. Shiny George |
Chairman of Committee |
Non-Executive Independent Director |
6 |
6 |
|
Mr. Ashokkumar Hebron Charles |
Member |
Non-Executive Independent Director |
6 |
5 |
|
Mr. Unnikrishnan Nair P M |
Member |
Managing Director |
6 |
6 |
|
Mr. Phillip Craig Morrisson Meiselbach |
Member |
Non-Executive Independent Director |
5 |
5 |
All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.
The Nomination and Remuneration Committee comprises of Independent Directors and nonexecutive Director as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2023-24, Four (4) meetings of the Nomination and Remuneration Committee were held on 20.04.2023, 08.09.2023, 11.12.2023 and 20.03.2024.
The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.
|
Name of the Director |
Status in the Committee |
Nature of Directorship |
No. of Board Meetings Held & Entitled to Attend |
No. of Board Meetings Attended |
|
Mr. Shiny George |
Chairman of Committee |
Non-Executive Independent Director |
4 |
4 |
|
Mr. Phillip Craig Morrisson Meiselbach |
Member |
Non-Executive Independent Director |
4 |
4 |
|
Mrs. Veena Praveen |
Member |
Non-Executive Director |
4 |
3 |
The Nomination and remuneration policy available on the website of the company at https://anlon.co/uploads/11._Nomination_and_Remuneration_Policy.pdf
The stakeholder relationship committee comprises Non-executive Director, Whole-time Director and one Independent Director as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2023-24, One (1) meeting of Stakeholder Relationship Committee was held on 20.03.2024.
The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:
|
Name of the Director |
Status in the Committee |
Nature of Directorship |
No. of Board Meetings Held & Entitled to Attend |
No. of Board Meetings Attended |
|
Mrs. Veena Praveen |
Chairman of Committee |
Non-Executive Director |
1 |
1 |
|
Mrs. Beena Unnikrishnan |
Member |
Whole-time Director |
1 |
1 |
|
Mr. Phillip Craig Morrisson Meiselbach |
Member |
Non-Executive Independent Director |
1 |
1 |
The Corporate Social Responsibility committee comprises Managing Director, Whole-time Director and one Independent Director as its members. The Chairman of the Committee is Managing Director.
During the Financial year 2023-24, One (1) meeting of Corporate Social Responsibility Committee were held on 22.01.2024.
The Composition of Corporate Social Responsibility Committee and the details of meetings attended by the members during the year are given below:
|
Name of the Director |
Status in the Committee |
Nature of Directorship |
No. of Board Meetings Held & Entitled to Attend |
No. of Board Meetings Attended |
|
Mr. Unnikrishnan Nair PM |
Chairman of Committee |
Managing Director |
1 |
1 |
|
Mrs. Beena Unnikrishnan |
Member |
Whole-time Director |
1 |
1 |
|
Mr. Shiny George |
Member |
Non-Executive Independent Director |
1 |
1 |
Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (âthe Actâ), the Annual Return as on March 31, 2024, is available on the Companyâs website on https://anlon.co/uploads/Annual Return 2023-24.pdf .
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.
At the 7th AGM held on September 30, 2022 the Members had approved appointment of M/s. Goyal Goyal and Co., Chartered Accountants (Firm Registration No. 015069C) as Statutory Auditors of the Company to hold office for a period of four years from the conclusion of that AGM till the conclusion of the 11th AGM.
The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. Prem Pyara Tiwari & Associates, Practicing Company Secretaries (C.P.No: 18513) as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2023-24.
A Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure-II in Form MR-3.
The Board of directors has appointed of M/s. S K M K & Co., Chartered Accountants (Firm Reg No: 0144210W) as the internal auditor of the company; The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.
During the year under review the requirement to appointment of Cost Auditor for the Company does not arise. Hence this provision is not applicable.
There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s. Goyal Goyal and Co., Chartered Accountants (Firm Registration No. 015069C), in the Auditorâs report.
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors M/s. Prem Pyara Tiwari & Associates, Practicing Company Secretaries (C.P.No:18513), in the Secretarial Audit Report for the Financial Year ended March 31, 2024.
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor 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 or employees, the details of which would need to be mentioned in the Boardâs Report.
As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (âListing Regulationsâ) the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure III.
During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE01R101013 and Registrar and Share Transfer Agent is Link Intime India Private Limited.
Memberâs attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2023-24. Details of Sitting fees paid to the non-executive directors are disclosed in the financial statements.
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related partiesâ transactions entered during the year.
Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.
The form AOC- 2 is attached as Annexure - IV with this report.
The company has not obtained any rating from any Credit Rating Agency during the year. MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors met on March 20, 2024 inter alia, to:
1. Review the performance of the Non- Independent Directors and the Board of Directors as a whole.
2. Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.
3. Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting.
All the Independent Directors on the Board have given a declaration of their independence to the Company as required under section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of the Listing Regulations.
During the year under review no new Independent Directors were appointed in the Company.
Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors of the Company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of the Management.
During the year, the independent directors met once on 20.03.2024. At the meeting, the independent directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, succession planning, human resources matters and the performance of the executive members of the Board, and the Chairman.
The Board is satisfied with the integrity, expertise and experience (including the proficiency) of the independent directors and their contributions towards the enhancement of operations of the Company.
An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Companyâs business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended March 31, 2024.
Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Director expressed their satisfaction with the evaluation process.
During the year under review the provisions relating to transfer of funds to Investor education and protection fund does not apply to the Company.
CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.
A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Nomination and Remuneration Committee (âNRCâ) formulates and recommends to the Board the appropriate qualifications, positive attributes, characteristics, skills and experience required for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. The Policy for appointment and removal of Directors and determining Directorsâ independence is available on our website at https://anlon.co/uploads/11. Nomination and Remuneration Policy.pdf. The
committee inter alia ensures that:
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully.
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks and relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company https://anlon.co/uploads/Related Party Transaction Policy.pdf
Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company
https://anlon.co/uploads/Code of Conduct for Sr Mgnt Persnel.pdf
Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The
Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same has been available at the website of company at https://anlon.co/uploads/Policy for Preservation of Documents.pdf
During the year under review the Company has not formulated Dividend Distribution Policy as it is not applicable to our company currently.
The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is made available on the website of the company at https://anlon.co/uploads/Risk_Management_Policy.pdf
Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company at https://anlon.co/uploads/Whistle_Blower_Policy.pdf
Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at https://anlon.co/uploads/Policy_for_Determining_Materiality_of_Events.pdf
During the year under review, the details of employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-V.
The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-V.
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013 & Listing Regulations.
During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated 14th June, 2018 and NSE circular dated 20th June 2018 on the subject âEnforcement of SEBI orders regarding appointment of Directors by Listed Companiesâ.
The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Your directorsâ states that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system are adequate and operating effectively.
The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companyâs operations in future.
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.
During the Financial Year 2023-24, there were no complaints or queries received from the shareholders of the Company. Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of
securities laws and SEBI Insider Trading Regulations. The Investor can send their query to [email protected].
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 and during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 & Rules there under.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review this provision is not applicable on our Company.
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
During the year under review this provision is not applicable on our Company.
DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE HOLDING OR SUBSIDIARY OF A COMPANY, IN WHICH SUCH PERSON IS A MANAGING OR WHOLE-TIME DIRECTOR - 197(14)
During the year under review this provision is not applicable on our Company.
During the year under review the Company does not have any subsidiaries/JVs/Associate Companies.
During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
The Board of Directors and Senior Management of the Company have complied with the Company''s Code of Conduct applicable to Board of Directors and Senior Management.
FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR
The company has implemented a robust Familiarization Program for independent directors, aiming to equip them with the necessary knowledge, insights, and exposure to effectively discharge their responsibilities. The program includes comprehensive induction, periodic updates on industry trends, site visits, relevant training programs, access to information, and regular interactions with senior management. By actively engaging independent directors and providing them with the necessary resources, we strive to foster a well-informed and engaged Board that contributes to effective governance and value creation.
STATEMENT OF DEVIATION(S) OR VARIATION
As per the report submitted to the National Stock Exchange on 15.05.2024 there is no deviation or variations observed in the utilisation of funds raised.
ACKNOWLEDGEMENT
The Directors thank the Companyâs employees, customers, vendors, investors and academic partners for their continuous support.
The Directors also thank the Government of India, Governments of various states in India, concerned Government departments and agencies for their co-operation.
For Anlon Technology Solutions Limited
Sd/- Sd/-
Mr. Unnikrishnan Nair P M Mrs. Beena Unnikrishnan
Managing Director Whole-time Director
DIN:01825309 DIN:07222504
Add: 5001, Prestige Apt, Add: 5001, Prestige Apt,
Eternity Doddaballapur Road, Eternity Doddaballapur Road,
Ananthpur Gate, Puttenahalli, Ananthpur Gate, Puttenahalli,
Yelahanka, Bangalore North- 560064 Yelahanka, Bangalore North- 560064
Date: 15.07.2024 Place: Bangalore
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article