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Advance Syntex Ltd.

BSE: 539982 Sector: Industrials
NSE: N.A. ISIN Code: INE184U01012
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P/E 18.03
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OPEN 22.50
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VOLUME 23000
52-Week high 28.90
52-Week low 8.78
P/E 18.03
Mkt Cap.(Rs cr) 20
Buy Price 21.50
Buy Qty 5750.00
Sell Price 22.15
Sell Qty 5750.00

Advance Syntex Ltd. (ADVANCESYNTEX) - Director Report

Company director report

To

The Members

Advance Syntex Limited

Your Board of Director's are pleased to present the 26th Annual Report andthe Company's audited financial statement for the financial year ended March 31 2016.

1. Financial Results:

Particulars Year ended 31.03.2016 Year ended 31.03.2015
Total Revenue 483079644 473871129
Total Expenses 470639389 454799610
Profit before Tax 14789205 19071519
Exceptional Items -Add. Dep. 1656223 18288317
Tax Expense 7461563 5138290
Deferred Tax Liability /(Assets) (442738) (4651595)
Profit for the Year 6114157 296508

2. Dividend:

During the year under review the Company has decided to plough back the profit for theongoing expansion and modernization activities of the Company. The Board therefore doesnot recommend payment of any dividend for the year under review.

3. Transfer to Reserves:

The Company does not propose to transfer any sum to the General Reserve of the Company

4. Financial Performance and Operational Review :

During the financial year 2015- 2016

In spite of poor market condition prevailing in the industry and occurrence ofcausality by broking out of fire of the Company's plant located at 233/2 Por-RamangamdiGIDC in the month of November-2015 the Company due to its effective production planningand process managed to enhance its revenue by 2.44% as compared to previous year'srevenue.

The rise in revenue also contributed to the overall increase in profitability of theCompany and the net profit for the year reached to Rs. 6114157 compared with previousyear's profit of Rs. 296508 registering growth by 20 times.

The Company has been putting its best endeavors to continue to stabilize its quality ofthe Products manufactured and to bring efficiency at all the level of operations byminimizing operational cost to the extent possible.

5. Future Prospect:

ACHIEVEMENTS DURING 2015-16.

> The Company has been selected as one of the SME100 winners by SME FORUM.

> The Company has been selected as one of forty India small Giants who changedprocesses life style or national saving by their projects.

Business Expansion:

> During the year under review the company has developed Cosmetic Glitters a highvalue product with a good value addition which is used in India for nail polish nail arthenna tattoo etc. This development is in just beginning stage and the Company is indiscussion with few cosmetic products vendors to whom this product can be sold. TheCompany is also focusing on exporting these Glitters which may be in a good volume asthere is more application and trend to consume. Presently the Company is facingcompetition from Chinese imports in unorganized sector; however the Company is workinghard to establish notable position in the market place.

> The Company is in process of negotiation with a leading chain store in USA forsupplying Glitter Powder in a Big way in small packing. This may end up in la high jump inexport business and consequent revenue generation. This business is expected to grow atlevel gradually that we may appoint a representative in USA then a liaison office andultimately a stock carrying office to a small manufacturing unit. This may be in a timeframe of 4/5 years a gradual and profitable exchange earning business.

> In Europe and USA the Garments for children and women mainly need glitterprinting with chemically approved Glitter Powder which has a high value and good valueaddition. The Company has taken a step in this direction and looking for a sourcingchemicals to produce it.

> Through outsourcing of glitter glue for craft and fabrics the market in exportbusiness to also expected to add county's export contribution enhancing thereby revenueand profit.

> The Company is in a process of developing our glitter powder product mix by addingShaped Glitters as well as glitter paper made on machine in bulk which has a growingdemand in western countries as well as in India.

> In Financial year 2015-16 the Company expanded its footprints in South India byappointing a distributor in who is taking care of our business interest thereat. TheCompany expects to have more business opportunity with better value creation.

> Major expansion in Metallising: The Company is in negotiation with originalsupplier BOBBST. to supply us a different type metalliser for specific customers inmetallic yarn industry produce packaging material for large size MNC customers andoverseas customers.

> The envisages future prospects also requires significant capital investmentwhether by way pf debt equity and good buying terms. The Company is taking active stepsin in this direction.

> The Company anticipate its valuable shareholders and other stakeholders tocooperate stay longer for better future and expansion of their wealth invested in theCompany.

6. Transfer of unclaimed dividend to investor education and protection fund:

No amount has become due for transfer of Unclaimed Dividend to Investor Education and

Protection Fund in terms of the provisions of Section 125 of the Companies Act 2013.

7. Change in the Nature of Business:

During the under review there was no change in the nature of the business of theCompany.

8. Significant and Material Orders Passed by the Regulators or Courts:

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

9. Conversion from Private to Public Company:

Your Company was originally incorporated as Advance Syntex Private Limited on September21 1990 under the provisions of Companies Act 1956 with Registrar of Companies Dadra& Nagar Haveli Gujarat vide registration no. 014406 (CIN: U17119GJ1990PTC014406).

Further pursuant to Shareholders resolution passed at the Extra Ordinary GeneralMeeting of the Company held on October 24 2015 the Company was converted into a publiclimited company and the name was changed to "Advance Syntex Limited" andsubsequent to conversion a fresh Certificate of Incorporation dated November 23 2015 wasissued by the Registrar of Companies Ahmedabad. The Corporate Identification Number ofour Company is: U17119GJ1990PLC014406.

10. Public Deposits;

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

11. Subsidiary Companies:

During the year under review the Company does not have any subsidiary company.

12. Adequacy of internal financial controls :

The Company has in placed adequate and effective Internal Financial Controls withreference to financial statements. During the year such controls were tested and upgradedand no reportable material weaknesses in the design or operation were observed.

13. Particulars of Loans Guarantees or Investments :

During the year under review your Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advancesenvisaged in a contract of supply of materials if any;

b) given any guarantee or provided security in connection with a loan to any other bodycorporate or person; and

c) acquired by way of subscription purchase or otherwise the securities of any otherbody corporate.

14. Particulars of Contracts or Arrangements with Related Parties :

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of Company's business. The Company hasnot entered into any contract arrangement or transaction with any related party whichcould be considered as material as defined under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Related party transactions under Accounting Standard - AS 18 are disclosed in the notesto the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) ofsub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014 is furnished as Annexure - B to this report.

15. Share Capital;

During the year under review the Company has issued equity shares through bonus issueof 1938220 equity shares in the ratio of (1:2) by way of Capitalization of Reserve &Surplus of the Company. These Shares were issued vide Shareholders' Special Resolutionpassed in Extra Ordinary General Meeting of the Company held on October 122015.

Events Occurred after Close of the Financial Year:

After the Close of the financial year 2015-16 your Company has successfully raisedfunds by way of Initial Public Offering for Public Issue of 2100000 (Twenty one Lakhs)Equity Shares of Rs. 10/- each at an issue price of Rs. 12/- per share (including apremium of Rs. 2/- per share aggregating to Rupee 252.00 Lakhs only).

Issue opened on June 30 2016 and closed on July 04 2016. Against the subscriptionamount received the Company allotted shares on 08th July 2016.

The Company is thankful to all the shareholders for giving an overwhelming response toour SME IPO which was oversubscribed by more than four times.

16. Directors' Responsibility Statement;

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a. in the preparation of annual accounts for the year ended March31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at March 31 2016 and of the Profit of the Companyfor the year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

17. Board of Directors and Key Managerial Personnel :

Changes occurred in the office of Directors and Key Managerial Personnel during theyear under review are as follows:

Name Date & Nature of Change
1 Mr. Sanjeev Manickchand Rakhecha Change in Designation w.e.f. March 12 2016 as Chairman & Non-Executive Independent Director
2 Mr. Bhasker Pranjivanbhai Parekh Appointment as Non-Executive Director w.e.f. December 24 2015
3 Mr. Rajesh Asalraj Jain Appointment as Non-Executive Independent Director w.e.f December 24 2015
4 Mr. Sanjeev Manickchand Rakhecha Appointment as Non-Executive Independent Director w.e.f December 242015
5 Mr. Himesh Ochhaval Shah Appointment as Non-Executive Independent Director w.e.f December 242015
6 Bhavan Dhirendra Vora Change in Designation w.e.f. December 242015 as Managing Director
7 Mrs. Darshana Devang Vora Change in Designation w.e.f. January 252016 as Whole time Director
8 Mr. Farhad Shamsuddin Wasanwala Appointed as Chief Financial Officer w.e.f. 31st December 2015
9 Ms. Lakshita Sabnani Appointed as Company Secretary & Compliance Officer w.e.f. 25th January 2016

18. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual Directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committee members onthe basis of the criteria such as the composition of Committees attendance prior studyof materials given participation at the meetings level and effectiveness of Committeemeetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the Individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

19. Number of meetings of the Board;

During the year under review Four 14 (Fourteen) Meetings of the Board of Directorswere held on 15th April 2015 16th May 2015 06thAugust 2015 14th August 2015 31st August 2015 01st September2015 20th December 2015 30th November 2015 31stDecember 2015 07th January 2016 25th August 2016 08thFebruary 2016 17th February 2016 and 12th March 2016.

20. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 has beengiven in the annexure appended hereto and forms part of this report (Annexure-A).

21. Audit Committee:

The Company has formed the Audit Committee vide Resolution passed in the Meeting ofBoard of Directors dated March 12 2016 as per the applicable provisions of the Section177 of the Companies Act 2013 and also to comply with Regulation 18 of SEBI ListingRegulations 2015. The constituted Audit Committee comprises following members:

Name of the Director Status in Committee Nature of Directorship
Mr. Sanjeev Manickchand Rakhecha Chairman Non Executive-Independent Director
Mr. Himesh Ochhavlal Shah Member Non Executive-Independent Director
Mr. Bhavan Dhirendra Vora Member Managing Director

22. Nomination & Remuneration Committee.

The Company has formed the Nomination and Remuneration Committee as per Regulation 19of SEBI Listing Regulation 2015 vide Resolution dated March 12 2016. The Nomination andRemuneration Committee comprises the following:

Name of the Director Status in Committee Nature of Directorship
Mr. Sanjeev Manickchand Rakhecha Chairman Non Executive-Independent Director
Mr. Himesh Ochhavlal Shah Member Non Executive-Independent Director
Mr. Rajesh Asalraj Jain Member Non Executive-Independent Director

23. Stakeholders Relationship Committee.

The Company has formed the Stakeholders Relationship Committee as per Regulation 20 ofSEBI Listing Regulation 2015 vide Resolution dated March 12 2016. The constitutedStakeholders Relationship Committee comprises the following:

Name of the Director Status in Committee Nature of Directorship
Mr. Himesh Ochhavlal Shah Member Non Executive-Independent Director
Mr. Rajesh Asalraj Jain Member Non Executive-Independent Director
Mr. Bhavan Dhirendra Vora Member Managing Director

24. Material Changes and Commitments if any affecting the Financial position of theCompany which have occurred between the end of Financial Year of the Company to which theFinancial Statement relate and the date of the Report :

There were no material changes and commitments that have affected the financialposition of the Company which have occurred between the financial year ended on March 312016 and the report dated August 13 2016.

25. Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosures Requirements) Regulation 2015 the Management Discussion and Analysis has beengiven hereunder.

OUR COMPETITIVE STRENGTHS

We believe that the following are our primary competitive strength:

1. Facility for In-house production of raw materials required in manufacturing ofLacquered (Coated) Metalized Polyester Film (LMPF):

Your Company has in-house facility for production of raw materials required tomanufacture Lacquered (Coated) Metalized Polyester Film (LMPF). The major raw materialsrequired to produce LMPF are Metalized Polyester Film and resins which are produced inhouse by us. This enables us to maintain high quality production standards and also helpsus in minimizing production time and bringing cost effectiveness.

2. Quality Products:

The Company believes in in providing our customers the best possible quality products.The scale of operations and experience of our Promoter in the business enables our Companyto produce quality products. The Company believes that quality products enable it tocompete with the other players in the market. The Company also believes that theinvestment in technology shall allow it to provide quality products to its customers anddifferentiate it from other competitors. Since our Company is dedicated towards qualityproducts processes and inputs; Company gets repetitive orders from our clients as we arecapable of meeting their quality standards.

3. Management Expertise:

Our Promoter Mr. Bhavan Dhirendra Vora is engaged in manufacturing business whichalso form part of Board of Directors of our Company have a proven background and richexperience of more than 20 years in our industry. Also our Company is managed by a teamof experienced personnel. The team comprises of personnel having operational and businessdevelopment experience. We believe that our management team's experience and theirunderstanding of our industry will enable us to continue to take advantage of both currentand future market opportunities. It is also expected to help us in addressing andmitigating various risks inherent in our business including significant competition theglobal economic crisis.

4. Existing customer relationship:

We believe that we constantly try to address customer needs around a variety ofproducts. Our existing customer relationships help us to get repeat business from ourcustomers. This has helped us maintain a long term working relationship with our customersand improve our customer retention strategy. We have existing customer relationship withcompanies for a long time which gets us repeat orders. We believe that our existingrelationship with our customers represents a competitive advantage in gaining newcustomers and increasing our business.

5. Existing relationship with suppliers:-

We have acquired raw materials from several suppliers and have contacts with them for along time. We believe that our strong relationships with suppliers will enable us tocontinue to grow our business. Due to our long time relationships with our suppliers weget quality and timely supplies of raw materials. This enables us to manage ourinventories and supply quality products on timely basis to our customers. This in turn hasenabled us to generate repeat business.

B. OUR BUSINESS STRATEGY: -

We intend to pursue the following principal strategies to leverage our competitivestrengths and grow our business:

1. Increasing Operational efficiency

Our Company intends to improve operating efficiencies to achieve cost reductions so tohave a competitive edge over the competitors. We believe that this can be done throughcontinuous process improvement customer service and technology development.

2. Maintain and expand long-term relationships with clients

Our Company believes that business is a by-product of relationship. The business modelis based on client relationships that are established over period of time. Our Companybelieves that a long-term client relationship with large clients fetches better dividends.Long-term relations are built on trust and continuous maintaining of the requirements ofthe customers. It forms basis of further expansion for our Company as we are able tomonitor a potential product/ market closely.

3. Leveraging of our marketing skills and relationships

This is a continuous process in our organization and the skills we impart in our peoplegives importance to clients. We aim to do this by leveraging our marketing skills &relationships and further enhancing customer satisfaction. We plan to increase ourcustomers by meeting orders in hand on time maintaining our client relationship andrenewing our relationship with existing buyers.

4. Continue to build-up a professional organization

We have a team of professionals to look after production commercial and marketingdivisions of our Company. We believe in transparency flow of information and commitmentto the work among our work force and with our valuable customers suppliers investorsgovernment authorities banks financial institutions etc. Over a period of time we havebeen able to build-up an image that can be matched with our competitors. We willconsistently put efforts among its group of experienced employees to transform them intoan outstanding team of empowered professionals which helps in further accelerating thewheels of development of the Organization.

5. Optimal Utilization of Resources:-

Our Company constantly endeavors to improve our service process and will increasemanufacturing process to optimize the utilization of resources. We have investedsignificant resources and intend to further invest in our activities to developcustomized systems and processes to ensure effective management control. We regularlyanalyze our existing policies to be carried out for operations of our Company whichenables us to identify the areas of bottlenecks and correct the same. This helps us inimproving efficiency and putting resources to optimal use.

6. Sales and Marketing:-

The efficiency of the marketing and sales network is important success factor of ourCompany. Our success lies in the strength of our relationship with our customers who havebeen associated with our Company for a long period. Our marketing team along with ourpromoter through their experience and good rapport with customers owing to timely andquality delivery of service plays an instrumental role in creating and expanding the salesnetwork of our Company. In order to maintain good relation with our customers ourpromoter and our marketing team regularly interacts with them and focuses on gaining aninsight into the additional needs of our customers. Our prime consideration for customerselection is timely payments and consistency in purchases. Due to our presence acrossmultiple segments we have been able to maintain sufficient volumes and margins in ourbusiness. The Company's marketing strategy is poised towards maintaining a mutuallyfruitful relationship with its customers by continuous servicing and product refinement.Further we intend to focus on increasing our Geographical reach by entering new marketsand appointment of dealers and agents in developing markets.

C. Competition

Our Industry is fragmented consisting of large established players and small nicheplayers. We face substantial competition for our products from other manufacturers indomestic market. Our competition varies for our products and regions. We compete withother manufacturers on the basis of product range product quality product designing andproduct price including factors based on reputation regional needs and customerconvenience. While these factors are key parameters in client's decisions matrix inpurchasing goods; product designing product range product quality and product price isoften the deciding factor in most of the dealings. Some of our major competitors are:-

• Lakhotia Polyesters (India) Limited :- For Lacquered(Coated) Metalized PolyesterFilm(LMPF) Glitter Powder and Metallic Yarn

• Jindal Poly films Limited :- For Metalized Films (MF) and Lacquered(Coated)Metalized Polyester Film (LMPF)

• Uflex Limited :- For Metalized Films (MF)

• Vacmet India Limited:- For Metalized Films (MF) and Lacquered(Coated) MetalizedPolyester Film (LMPF)

• Bharat Resins Limited:- For Epoxy resins

• Icilon Industries Surat:- For Metallic Yarn and Glitter Powder

D. Opportunities and Threats:

Your Company operates in such an area where a large market exists but with hugecompetition. Your Company's products are well-received in the market. However the Companyhas been through different marketing initiatives carving its way with moderate success.

E. Risks and concerns:

Macro-economic risks: Risks emanating from changes in the global markets suchas the recent financial meltdown regulatory or political changes and alterations in thecompetitive landscape could affect the Company's operations and outlook. Any adversemovements in economic cycles in the Company's target markets could have a negative impacton the Company's performance. This risk is mitigated to some extent due to the Company'spresence in multiple diverse markets.

Risk related of Raw Materials: Risks associated with keyprocurement relationships include:

a. the availability of raw materials more particularly LMPF are Metalized PolyesterFilm and resins.

b. the price of raw materials may be subject to material changes in worldwide pricinglevels;

c. input costs such as freight and electricity may be inconsistent or prices mayincrease; and

d. key supplier relationships may be lost or impaired contracts renewed on lessfavorable terms or key suppliers may cease or reduce their operations.

e. Changes in technology;

f. Changes in political and social conditions in India or in countries that we mayenter the monetary and interest rate policies of India and other countries inflationdeflation unanticipated turbulence in interest rates equity prices or other rates orprices;

g. Loss of one or more significant customers

h. Exchange rate fluctuations;

However the Company plans well in advance to procure the raw materials and purchasesits Raw Materials from the domestic reputed supplier located in different parts of thecountry to mitigate risk relating to availability of raw materials.

F. Internal Control System and their Adequacy:

The Company has adequate internal control systems including suitable monitoringprocedures commensurate with its size and the nature of the business. The internal controlsystems provide for all documented policies guidelines authorisation and approvalprocedures. The Company has an internal audit department which carries out auditsthroughout the year. The statutory auditors while conducting the statutory audit reviewand evaluate the internal controls and their observations are discussed with the Auditcommittee of the Board.

The Company's internal control systems are supplemented by an Internal Audit Programand periodic reviews by the Management. The Company has Independent Audit Firm as itsInternal Auditors and the Audit Committee reviews its findings and recommendations atperiodic intervals. Company's internal control system is adequate considering the naturesize and complexity of its business.

G. Human Resources/Industrial Relations:

Employees are our greatest strength and the foundation of our Company. They play apivotal role in offering better product quality design and services to our customer. Weensure that employees gain ample opportunities for personal and professional growth. Highquality recruitment supports the talent management practices of the Company. To augmentthe journey of internationalization of the Company and create a multicultural work forcestrengthening leadership cadre with appropriate domain competencies has been done. TheCompany continues to foster a high performance culture by recognizing good performers andproviding them with career enhancing opportunities. Several HR initiatives have been takenfor the strategic alignment of the HR function with the business objectives. Theseinitiatives encompass employee engagement learning & development besides improvedinternal communication mechanism with employees.

H. Cautionary Statement.

Statements in the Management Discussion and Analysis describing the Company'sobjectives projections estimates expectations may be 'forward looking statements'within the meaning of applicable securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that could make adifference to the Company's operations include financial position of the company economicconditions affecting demand / supply price conditions in the domestic and overseas marketin which the company operates changes in the government regulations tax laws and otherstatutes.

26. Conservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo:

The Company is serious in conserving energy by reducing consumption of power byimplementing closed monitoring over plan running and adequate maintenance of electriccomponents of plants and other machinery. The Company has not made any capital investmentbut for conservation of energy continued earlier/same actions.

Technology absorption: Your Company has not taken new technology for absorption andhence it has neither imported any technology nor made any expenditure on research anddevelopments. The Company does not carry out any research and development activities.

Foreign Exchange earnings and outgo (Amt. in Rs.): 2015-16 2014-15
Foreign Exchange earnings 62476660 71967515
Foreign Exchange outgo 10794424 40854367

27. Corporate Social Responsibility (CSR)

The provision relating to Corporate Social Responsibility as provided under Section 135of the Companies Act 2013 is not applicable to the Company.

28. Safety Environment and Health :

The Company's commitment to excellence in Health and Safety is embedded in theCompany's core values. The Company has a stringent policy which drives all employees tocontinuously break new ground in safety management for the benefit of people propertyenvironment and the communities where we operate on sites.

The Company respects human rights values its employees and their communities. TheCompany considers safety environment and health as the management responsibility. Regularemployee training programmes are in place throughout the Company on Safety Environmentand Health and has well identified and widely covered safety management system in placefor ensuring not only the safety of employees but surrounding population of the projectsites as well.

29. Policy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace :

The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company hasconstituted an Internal Committee headed by the Woman Director with other women employeesis also set up to redress complaints received which are monitored by women supervisors whoare fully aware of the Policy and redressal mechanism. All employees of the Company thoseof contractors as well as trainees are covered under this Policy.

No complaint was received from any employee during the financial year 2015-2016 andhence no complaint is outstanding as on 31.03.2016 for redressal.

30. Vigil Mechanism Policy :

There is a Vigil Mechanism Policy in the Company and that no personnel has been deniedaccess to the Chairman of the Audit Committee. The policy provides for adequate safeguardsagainst victimization of persons who use vigil mechanism.

31. Risk Management;

Refer Sub-clause (E) in Clause 25 Management Discussion and Analysis:

32. Performance of Subsidiary / Joint Venture / Associates Companies:

The Company does not have any Subsidiary Joint Venture or Associates Company.

33. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

There is no order passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.

34. The details in respect of adequacy of internal financial controls with reference tothe Financial Statements:

The Company has adequate internal control systems in place and also has reasonableassurance on authorizing recording and reporting transactions of its operations in allmaterial respects and in providing protection and safeguard against misuse or loss ofassets of the Company. The Company has in place well documented procedures coveringfinancial and operational functions commensurate with the size and complexities of theorganization.

35. Particulars of Employees:

Pursuant to the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules no employee was drawing remuneration in excess of the limitsset out in the said rules and therefore no information is provided in this regard.

36. Auditors & Comments on Auditors' report:

Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s. C J Patel & Co. Chartered Accountants (FRN 130418W) was appointed as StatutoryAuditors for a period of 5 years in the Annual General Meeting held on 30thSeptember 2014 subject to ratification of their appointment at every AGM. The Company hasreceived letter from them to the effect that their appointment if made would be withinthe prescribed limits under Section 141(3)(g) of the Companies Act 2013 and that they arenot disqualified from appointment.

The Company has placed the matter of ratification of their appointment as StatutoryAuditors of the Company for the financial year 2016-2017 for the approval of the membersat this Annual General Meeting.

The Auditors' Report for the financial year ended March 31 2016 does not contain anyqualification reservation adverse remark or disclaimer.

37. Stock Exchange :

The Company has entered into Listing Agreement with BSE Limited wherein Company'sequity shares are listed on the SME Segment. The shares are listed w.e.f. 12thJuly 2016.

Address of Stock Exchange: BSE Limited (SME Segment) Phiroze Jeejeebhoy Towers DalalStreet Fort Mumbai - 400 001.

Scrip ID: 'ASYL'; Scrip Code: 539982; Group: 'M'; ISIN: INE184U01012

38. Acknowledgement:

The Board places on record its deep appreciation for the continued support receivedfrom various clients vendors and suppliers and Bankers Government Authorities Employeesat all levels and Stakeholders in furthering the interest of the Company.

For & on behalf of the Board of Directors
Place: Baroda.
Date: 06th September 2016 Sd/- Sd/-
Bhavan Vora Darshana Vora
Managing Director Director
DIN 01613974 DIN 06718711