Alchemist Corporation Ltd Directors Report

OPERATIONS

The turnover of the company for the period under review was Rs. 42,57,063.68 as against Rs. 14,640.00 in the previous year.

While a profit of Rs 40,59,875.00 in current year as against a Loss of Rs. (17,79,122.45) in the previous year.

CAPITAL STRUCTURE

During the current year, the Company has not received any additional Capital. Total paid up Paid up Share Capital of the Company as on 31^st March, 2024 is Rs. 49,143,330/-

DIVIDEND

In view of loss during 2023-2024, Your Directors have not recommended any dividend for the financial year 2023-2024.

RESERVE

The Board of Directors of the Company does not propose any amount to carry to any reserve for the financial year ended March 31, 2024.

FIXED DEPOSIT

Your Company has not accepted any Fixed Deposits during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this report, affecting the financial position of the company.

STATUTORY AUDITORS (APPOINTMENT)

The Company at its 30^th AGM held on 30th September 2023 appoints, STRG & Associates, Chartered Accountants, Delhi, having Firm Registration Number 014826N allotted by The Institute of Chartered Accountants of India, as Statutory Auditors of the

Company to hold office from the conclusion of 30th AGM till the conclusion of the Annual General Meeting for the Financial

Year 2023-2024 at such remuneration as may be mutually determined between the said Auditors and the Board of Directors of the company. "The Company has obtainednecessarycertificateunder Section 141 of the Companies Act, 2013 from them conveying their eligibility for being statutory auditor of the Company.

AUDITORS REPORT

The observations/qualifications of the Auditors in the Auditors Report are explained and clarified, wherever necessary, in the appropriate Notes to the Accounts.

REPORTING OF FRAUD BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

INTERNAL AUDITOR

The Company has appointed M/s. AAAM & Co. LLP Chartered Accountants (Firm Registration No. 08113C/C400292) as an Internal Auditor of the Company for the FY 2023-24, to conduct internal audit of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. VJ & Associates, Company Secretaries as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Report of Secretarial Auditor (Form MR - 3) is annexed to the report as "Annexure - I".

PREVENTION OF INSIDER TRADING:

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by designated persons. The code of practices and procedures for fair disclosure of unpublished price sensitive information is also available on the Companys website.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT-9 is annexed to the report as "Annexure - II".

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earning and Outgo is annexed to the report as "Annexure - III".

MANAGEMENT DISCUSSION & ANALYSIS

A Separate report on Management discussion and analysis relating to business and economic environment surrounding your company is annexed as a part of this report as "Annexure - IV".

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. Corporate Governance report is annexed as apart of this report as "Annexure-V".

PARTICULARS OF EMPLOYEES

None of the Employees of the Company draws remuneration exceeding the limits prescribed under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Act, hence the statement required under the said is not required to be annexed.

ANNUAL ACCOUNTS OF SUBSIDIARY

As per the provisions of Sec 129 (3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, the company has prepared a statement containing salient features of Financial Statement of subsidiary in the prescribed Form AOC – 1 which is annexed as "Annexure-VI" for the year 2023-24.

The Consolidated Financial Statements have been presented in the Annual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There are Five directors as on date i.e. Ms. Pooja Rastogi, Managing Director, Mrs. Meena Rastogi, Non Executive Director, Mrs Sheetal Jain , Non-Executive Director, Mr. Sanjeev Kumar, Independent Director, Mr. Kailash, Independent Director.

Director coming up for retire by rotation

Mrs. Sheetal Jain (DIN: 00269470), Director of the Company retires by rotation and being eligible and offers herself for reappointment. Your Director recommends her reappointment. Appointment of Mrs. Sheetal Jain is in compliance with the provisions of Section 164(2) of the Companies Act, 2013.

Independent Director

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively.

During the year, under review the below mentioned are the appointments and resignations on various positions:

Key Managerial Personnel

NUMBER OF MEETINGS OF THE BOARD

During the period commencing from 1^stApril, 2023 and ending on 31^stMarch, 2024, the board of directors of the company meet on the following dates on 27^th May,2023; 12th June, 2023; 14th August, 2023; 21^st August, 2023, 30^th August 2023, 08^th November, 2023; 23^rd January, 2024, and 12^th March2024.

RISK MANAGEMENT

The Company has a Risk Management process which provides an integrated approach for managing the risk in various aspects of the business.

PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186

There were no loans, Guarantee or Investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF COMPANIES ACT, 2013

All the transactions were made in the ordinary course of business. The provisions of Section 188 of the Companies Act, are therefore, not attracted. The disclosure of Related Party Transaction as per AS-24 has provided in the Notes to Accounts to the Financials of the Company. ("Annexure -VII") AUDIT COMMITTEE UNDER SECTION 177 OF COMPANIES ACT, 2013

As per the provisions of Section 177 of the Companies Act, 2013, the Company has constituted an Audit Committee to oversee internal audit and control procedures, final accounts and reporting process. The committee comprises of three Directors.

NOMINATION AND REMUNERATION COMMITTEE UNDER SECTION 178 OF COMPANIES ACT, 2013

As per section 178 of the Companies Act, 2013 and rules made there under, the existing Remuneration Committee was renamed as Nomination and Remuneration Committee by the Board of Directors, which recommend in the Board policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance of Section 178 of the Companies Act, 2013, rules made there under, the existing Shareholders/Investors Grievance Committee was renamed as Stakeholders Relationship Committee by the Board of Directors, to consider and resolve the grievances of security holders of the Company.

VIGIL MECHANISM

The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct under the supervision of Audit Committee. During the year under review, no report related to the violation received.

DIRECTORS RESPONSIBILTY STATEMENT

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

i. in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates 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 or loss of the Company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern basis.

v. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. the directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has an Internal Control System, commensurate with its size, scale, and complexity of its operations. Audit Committee reviews internal audit reports and oversees the internal control system of the company.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 that they met criteria of independence laid down in Section 149(6) of Companies Act, 2013 and the relevant rules.

DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

During the year under review, your company has 1(one) subsidiary. No Company became or ceases to become Subsidiary/Joint Venture/Associate of the Company in the year 2023-24.

During the year under review, there have been no material changes in the business of the subsidiary.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and / or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status and Companys future.

CORPORATE SOCIAL RESPONSILIBITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having net worth of rupees Five Hundred

Crore or more, or Turnover of rupees One Thousand Crore or more or Net profit of rupees Five Crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social

Responsibility Policy. Your Company is not falling under the preview of said section during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance of all the applicable Secretarial Standard.

STOCK EXCHANGE LISTING:

Your company has already files delisting application with Jaipur Stock Exchange which are still in process.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive Directors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code has been circulated to Directors and Management

Personnel, and its compliance is affirmed by them annually. A declaration signed by the Companys Directors is published in this Report.

PUBLIC DEPOSITS

The Company has not accepted / invited any public deposits during the period under review and hence provisions of Section 73 of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement of the Company for the financial year ended 2023-24 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and SEBI (LODR), Regulations, 2015. The Consolidated Financial Statement has been prepared on the basis of Audited Financial Statements of the Companies as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link www.

DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBHITION AND REDRESSAL) ACT, 2013

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under "The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal), Act, 2013.

During the financial year 2023-24, no complaint was received under the policy.

INTERNAL FINANCIAL CONTROLS

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the

Financial Statements and were operating effectively.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, there were no applications made or any proceedings pending in the name of the Company under the Insolvency and Bankruptcy code, 2016.

DETAILSOFDIFFERENEBETWEENAMOUNTOFTHEVALUATIONDONEATTHETIMEOFONETIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the period under review, there has been no one time settlement of loans taken from bank and financial institutions.

APPRECIATION & ACKNOWLEDGEMENT: