Alpha Hi-Tech Fuel Ltd Directors Report

Dear Members,

Directors are pleased to present their Twenty Seventh Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended on 31^stMarch, 2020.

1. FINANCIALRESULTS

The Companys financial performance for the year ended March 31, 2020 is summarized below:

Particulars	For the year ended 31.03.2020 (Amt. in Rs.)	For the year ended 31.03.2019 (Amt. in Rs.)
Revenue from operations	0	0
Other Income	0	0
Total Revenue	0	0
Profit / (Loss) before Tax	(16,65,659)	(70,68,833)
Less: Tax Expenses
Current Tax	0	0
Current Tax for Prior Years	-	-
Deferred Tax	0	0
Profit / (Loss) for the year	(16,65,659)	(70,68,833)
Interim Dividend	0	0
Corporate Dividend Tax	0	0
Earnings Per Share of 10/-	NIL	NIL

2. RESERVES

During the year under review, your Company has not transferred any amount to any reserves.

3. PERFORMANCE AND AFFAIRS OF THE COMPANY

The performance and outlook of the Company have been discussed in the Management Discussion and Analysis Report, which is forming part of the Annual Report.

4. DIVIDEND

The Company has suffered losses during the year and hence, your Directors do not recommend any dividend.

5. CURRENT STATUS

During the year under review, the manufacturing and sales activities, as a loss mitigation initiative, are at halt due to major re-orientation of manufacturing and general administrative set up.

Production activities at the factory of the company are suspended since August 2005 as the management of the company has faced hardships dealing with the disproportionate demands of the workers. This is followed by high pitch assessment demands for several years from Sales Tax authorities and Income Tax Department. The said demands are disputed in appeals preferred against said orders. Witnessing harsh demand recovery procedures adopted by these revenue authorities and based on the advice of the experts, management preferred suspension of production activities as a loss mitigating initiative. Once, the issues are finally and fully settled in favour of the Company, the management shall suitably consider the issue of the suspended operations. The management is effectively pursuing the matters and is hopeful of favorable outcome in the near future. There are substantial financial losses illustrating substantial erosion in net worth of the Company. However, Results have been prepared on a going concern basis. Strategic future plan is under consideration of the Board of Directors.

6. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARDS REPORT

There is no change in the nature of business of the Company during the year. There is no revision made in the Boards Report and whatever submitted herewith is the final report.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture Company.

8. CORPORATE GOVERNANCE

Pursuant to Regulation 27(2) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral part of this report and are set out as separate Annexure to this Report. In order to obviate duplication of information, some of the information required under the Boards Report has been captured in the Corporate Governance Report.

9. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and amended rules thereafter. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors

Mr. Uma Kant Shukla (DIN:06460235), and Mr. Subhash Nayak(DIN:00971329) have resigned w.e.f. 12/04/2019.

The Board of Directors acknowledges deep sense of gratitude for the contribution to the activities of the Company during the tenure of the services of both the retiring Directors.

Ms. Kirti Shukla (DIN:08421393), and Mrs. Surekha Nayak(DIN:08421396) have joined the Board w.e.f. 12/04/2019. There is no change in the composition of the Board of Directors except the above.

b. Key Managerial Personnel

The Company Secretary CS Chintan Doshi has resigned from his office w.e.f. 12/04/2019.

The Board of Directors acknowledges deep sense of gratitude for the contribution to the activities of the Company during the tenure of the service of the retiring Company Secretary.

There is no change in the composition of Key Managerial Personnel except the above.

c. Declaration by Independent Director(s)

The Company has received all the necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

d. Annual Evaluation of the Board

In compliance with the provisions of the Companies Act, 2013 and Regulation 25 of SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, and that of its Committee and other Directors. A structured questionnaire was prepared after taking

into consideration inputs received from the Directors, and also as per the Guidance Notes issued by SEBI vide its Circular No: SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5th, 2017 covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

As required under regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with applicable provisions of Schedule IV of the Companies Act, 2013, a separate meeting of only Independent Directors of the Company was held on 21^st May, 2020

11. BOARD AND COMMITTEES

During the year, four (4) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two meetings was less than the period prescribed under the Companies, 2013, Secretarial Standard-1 on Board Meetings and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 except otherwise stated. The details of the Audit Committee, Stakeholder Relationship, Nomination and Remuneration Committee have been given in the Report on the Corporate Governance.

12. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements under section 134(5) in terms of Section 134(3)(c) of the Companies Act,2013 and hereby confirm that:-

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The directors have selected such accounting policies and applied 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 as at 31^stMarch, 2019 and of the profit of the Company for the year ended on that date;

c. the directors have 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;

d. the annual accounts have been prepared on a going concern basis;

e. the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

13. NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of sub-section(3) of Section178 of the Companies Act,2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. There has been no change in the policy during the year.

14. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviour.

The Board of Directors of the Company have, pursuant to the provisions of Section177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

15. RISK MANAGEMENT POLICY

The Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to its business and corporate functions. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in “Annexure A” which forms part of this Report.

17. INTERNAL CONTROL SYSTEMS

The details in respect of internal control system and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an adequate system for internal financial controls which commensurate with its size and nature of business. Detailed procedures are in place to ensure that all assets are safeguarded and protected against losses, all transactions authorized, recorded and appropriately reported. The internal control system is monitored and evaluated by an Internal Auditor at every quarter and the Audit Committee discusses in details the Internal Audit Report at quarterly meeting. No material issues in relation to the adequacy of Companys control systems were raised during the year.

19. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT-9 for the financial year ended March31, 2019 made under the provisions of Section 92(3) of the Act is annexed as “Annexure B” which forms part of this Report.

20. AUDITORS

a. STATUTORY AUDITORS

The Statutory Auditors of your Company namely, M/s. Manoj Mehta & Co., Chartered Accountants were appointed for a period of five years at the annual general meeting held on September 29, 2015 subject to ratification every year. The term of statutory auditor M/s Manoj Mehta & Co., Chartered Accountant and Auditors of the Company is subject to mandatory retirement after a renewed term of five years, at the ensuing Annual General Meeting and is not eligible for reappointment. Therefore, a new statutory auditor is to be appointed for which consent has been received from M/s S.V. Bhat & Co., Chartered Accountants (Firm Registration Number: 101298W) and is proposed to be appointed subject to shareholders approval for a period of 5 years from the date of appointment till the conclusion of Annual General Meeting to be held in 2025.

The management acknowledges its sincere appreciation for the co-operation extended by the retiring Auditors in helping in complying with the statutory obligations of the Company.Thank you team MMC for all support and guidance from time to time.

The Audit Report does not contain any qualification.

b. SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Act and the rules framed thereunder, the Board has appointed M/S. Parshva Shah & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2018-19. Secretarial Audit Report in Form MR-3 is annexed herewith as “Annexure C”.

With reference to the ‘Observation/Opinion in Secretarial Audit Report, the Board clarifies that-

1. Company is normally publishing results in News papers of Jainee Publishers. After getting a reasonable deal,results are regularly published from Q. E. September 2019;

2. Compilation of quarterly compliance data involves services of various agencies and professionals. Theredore, administrative delays of some days is inevitable. Our endeavor is to adhere to timelines;

3. Company is regularin submitting Annexure 1 Format for Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to BSE to prescribed mail Id; and

4. Company is in the process of negotiating terms of appointment of Company Secretary to match Companys capacity to pay and forbidding expectations of the candidates to ensure compliance.

c. COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014.

21. SECRETARIAL STANDARDS

It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

22. GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company has sent Annual Report through electronic mode (email) to all the shareholders who have registered their e-mail addresses with the Company or with the Depository to receive the Annual Report through electronic mode and initiated steps to reduce consumption of paper. For members who have not registered their email addresses, physical copies will be sent through a permitted mode.

23. HUMAN RESOURCES

Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organisation. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

24. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company conducts operations in such a manner, so as to ensure safety of all concerned, compliance with environmental regulations and preservation of natural resources. There was no accident during the year.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

26. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The Company has not taken any loan during the year neither has given any guarantee. There is no fresh deployment of funds for Investments or Securities during the year under review.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

No contracts or arrangement have been entered into with related parties in the year under review.

28. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES,2014.

There were no employees drawing remuneration of Rs. 60 lakhs per annum or more or Rs. 5 lakhs per month or more during the year under review.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION &

REDRESSAL) ACT, 2013.

The Company has set up an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to Sexual harassment of women employees at work place. There was no complaint received during the year under review.

30. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

2. The company has not issued any sweat equity shares during the year under review and hence, no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence, no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future. However, the Company is filing petition against the orders of ITAT, Rajkot for disputed Income tax demands after the Pandemic Covid-194

6. In absence of operational profit during the year, neither any amount is transferred nor spent under CSR (Corporate Social Responsibility).

ACKNOWLEDGEMENT

Your Directors wish to thank Auditors,Bankers, Government authorities and various stakeholders.

Place : Lakhtar
Date : 14th July, 2020.	By Order of the Board of Directors
Regd. Office: Station Road,
Lakhtar, Dist. Surendranagar,	Haren Shah
Gujarat 382775	Director
	(DIN 00971250)