To,
The Members,
ANLON TECHNOLOGY SOLUTIONS LIMITED
The Directors present the 08th Annual report of the Company along with the audited financial statements for the financial year ended March 31, 2023.
FINANCIAL PERFORMANCE
The Company's financial performance for the year under review along with previous year figures is given hereunder:
(Rs. In Lakhs)
Particulars
Standalone
Revenue from Operations
Other Income
Total revenue
Operating Profit (Before Finance Cost and Depreciation & Amortisation)
Less: Finance Cost
Profit before Depreciation & Amortisation
Less: Depreciation & Amortisation
Profit before Exceptional and Extraordinary item and Tax
Less: Exceptional items
Profit before Tax
Less/(Add): Current Tax
Less/(Add): MAT credit Entitlement
Less/(Add): Deferred Tax Expense/Credit
Less/(Add): Prior period tax Adjustment
Profit after Tax
Earning Per Share
Basic
Diluted
DIVIDEND
In order to conserve the reserve, your directors do not recommend any dividend for the financial year ended, 31st March, 2023.
TRANSFER TO RESERVE & SURPLUS
The net profit of the company for F.Y. 2022-23 is Rs. 443.83 Lakhs. The profit of F.Y. 2022-23 has been transferred to the surplus account.
COMPANY'S PERFORMANCE REVEIW
The revenue from operations for FY 2022-23 is Rs. 3289.47 Lakhs over the previous year's revenue from operations of Rs. 1933.81 Lakhs, which is 70.10% more than previous year's revenue from operations.
Net Profit after tax for FY 2022-23 is Rs. 443.83 Lakhs against the previous year's Net profit after tax of Rs. 214.44 Lakhs.
Earnings per Share for FY 2022-23 were Rs. 9.84 against the previous year's Earnings per Share of Rs. 5.35.
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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
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 this report
CHANGE IN STATUS OF THE COMPANY
On 13.06.2022 the status of the Company was changed from Private Limited Company to Public Limited Company.
On 10.01.2023 the shares of the Company got listed on the National Stock Exchange of India Limited, Emerge platform.
CAPITAL EXPENDITURE PROGRAMME
During the year under review the Company had spent 30.32 Lakhs on the Capital Expenditure. The details of the same can be referred to in the Audited financial statements attached herewith.
SHARE CAPITAL
During the year under review, the Company has increased it's paid up share capital the details are as given below:
1. On 26.07.2022 the Paid-up Share Capital of the Company was increased from 1,00,000 to 4,01,00,000 by a way of Bonus Issue and has allotted 40,00,000 (Forty Lakhs) Equity shares in proportion of 400 Bonus shares for every 1 existing Equity Share to the following shareholders:
Name of the Shareholder
Mr. Unnikrishnan Nair PM
Mrs. Beena Unnikrishnan
Mr. CP Anil Kumar
Mr. S. Sreekumaran Nair
Mr. S. Satheesan
Mr. Praveen R. B.
Mr. Rohan Unnikrishnan
Mr. Rahul Unnikrishnan
Mr. Dinesh Bobhate
M/s Kingsman Wealth Management Pvt Ltd
Total
2. On 09.09.2022 the Paid-up Share Capital of the Company was increased from 4,01,00,000 to 4,10,50,000 by a way of Rights Issue and has allotted 95,000 (Ninety-Five Thousand) Equity shares of Rs. 10/- (Rupees ten Only) each at a premium of Rs. 90/- (Rupees Ninety Only) to the following shareholder:
3. On 05.01.2023 the Paid-up Share Capital of the Company was increased from 4,10,50,000 to 5,60,50,000 by a way of Public Issue and has allotted 15,00,000 (Fifteen Lakhs) Equity shares of Rs. 10/- (Rupees ten Only) each at a premium of Rs. 90/- (Rupees Ninety\ Only) to the following shareholders:
Category
Allotment
Amount
(Rs.)
Retail Individual Investors
Non Institutional Investors
QIB Category
Market Maker
Anchor Investors
The Authorised Share Capital as on 31st March, 2023 is Rs. 6,00,00,000 and Paid up share capital as on 31st March, 2023 Rs. 5,60,50,000.
LISTING INFORMATION
The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialised form. The ISIN No. of the Company is INE0LR101013.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge Platform). The Annual Listing fee for the year 2023-24 has been paid.
DEPOSITS FROM PUBLIC
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.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
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 2022-23.
CHANGE IN THE NATURE OF BUSINESS
During the year there is no change in the nature of the business of the company.
INTERNAL CONTROLS AND THEIR ADEQUACY
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.
The Internal Audit team is also reviewing adequacy of controls of the key processes. 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 design 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.
DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES
The Company does not have any holding, subsidiary and associate Company during the period of Reporting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
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 of energy;
Energy conservation is very important for the 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 equipment's 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
(111) The cap1tal investment on energy conservation equ1pment
(B) Technology absorption
(1) The efforts made towards technology absorption
Company firmly believes that adoption and use 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.
(11) The benefits derived like product improvement, cost reduction, product development or import substitution;
(111) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year :
(a) The details of technology imported
(b) The year of import
(c) Whether the technology been fully absorbed
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(1v) The expenditure incurred on Research and Development
(C) Foreign exchange earnings and Outgo
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
Value of imports calculated on C.I.F basis by the company during the financial year in respect of:
(a) Raw Material
(b) Components and spare parts
(c) Capital goods
Expenditure in Foreign Currency
(a) Royalty
(b) Know-How
(c)
(d) Interest
(e) Purchase of Components and spare parts
(f) Others
(a) Export of goods calculated on F.O.B. basis
(b) Royalty, know-how, professional and consultation fees
(c) Interest and dividend
(d) Other income
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.
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, 2023.
BOARD COMPOSITION
Sl.No Name of the Person
1. Unnikrishnan Nair P M
2. Beena Unnikrishnan
3. Ashokkumar Hebron Charles
4. Shiny George
5. Phillip Craig Morrisson Meiselbach
6. Veena Praveen
Director
7. Beena Unnikrishnan
8. Meghana M P
APPOINTMENT/REAPPOINTMENT/CHANGE OF DIRECTORS OR KMP
As per Provisions of Section 152 of the Companies Act, 2013, Mrs. Veena Praveen Non-Executive
Director is liable to retire by rotation and is eligible to offer herself for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
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.
NUMBER OF BOARD MEETINGS AND ATTENDANCE
During the Financial year 2022-23, Thirty-Two (32) 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
Mr. Unnikrishnan Nair P M
Mr. Shiny George
Mr. Ashokkumar Hebron Charles
Mr. Phillip Craig Morrisson Meiselbach
Mrs. Veena Praveen
Board Meeting dates
Sl.No
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
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 three (3) Committees viz., Audit Committee, Remuneration & Nomination 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 2022-23, five (5) meeting of audit committee held on 11.07.2022, 05.08.2022, 05.12.2022, 10.12.2022 and 23.02.2023.
The Composition of Audit Committee and the details of meetings attended by members during the year are given below.
Meetings
Attended
Independent
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS
All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
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 2022-23, Three meetings of the Nomination and Remuneration Committee were held on 25.07.2022 05.08.2022 and 30.03.2023.
The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.
The Nomination and remuneration policy available on the website of the company at www.anlon.co STAKEHOLDER RELATIONSHIP COMMITTEE
The stakeholder relationship committee comprises Non-executive and Director, Whole-time Director and one Independent Director as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2022-23, two (2) meeting of Stakeholder Relationship Committee were held on 14.06.2022 and 10.01.2023.
The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:
ANNUAL RETURN
Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (‘the Act'), the Annual Return as on March 31, 2023, will be available on the Company's website on https://anlon.co/uploads/Annual Return 2022-23.pdf after AGM.