Your Directors have pleasure in presenting their 23rd Director Reporttogether with Audited Financial Statements of the Company forthe Financial Year ended31" March 2017.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:
|Particulars ||31st March. 2017 ||31st March. 2016 |
|Total Income ||1126000 ||1821784 |
|Less: Total Expenditure ||2581449 ||3322166 |
|Profit Before Interest Depreciation and Tax ||(1455449) ||(1500382) |
|Less: Depreciation ||42917 ||7351 |
|Less: Interest ||82336 ||16594 |
|Profit Before Extraordinary Items & Tax ||(1580702) ||(1524327) |
|Less: Extra-Oridnary Items ||- ||- |
|Profit/ (Loss) Before Tax ||(1580702) ||(1524327) |
|Less: Tax Expense || || |
|(a) Current Tax ||0 ||0 |
|(b) Deferred Tax ||370 ||0 |
|Profit / (Loss) for the year ||(1582072) ||(1524327) |
During the year under review the income of your Company has decreased to Rs. 11.26 Lakhin the current year from Rs. 18.22 Lakh earned in the previous year. The loss beforeinterest depreciation and tax of the Company for the current year has increased to Rs.14.55 Lakh as against the profit before interest depreciation and tax of Rs. 15.00 Lakhof the previous year. Similarly the loss after Tax (LAT) forthe current year has increasedto Rs. 15.81 Lakh as against the profit aftertax (PAT) of Rs. 15.24 Lakh of the previousyear.
2. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the business activity of the Company.
3. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint Venture Company or Associate Company ason 31" March 2017 and any information for this purpose is not applicable to thecompany.
4. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT:
The Company has been incurring losses in earlier years due to business Loss andinadequate working capital facilities and the accumulated losses of the Company has almostwiped off the most of the net worth of the Company. Thereforthe Company has proposed andstarted to act upon the Scheme of Reduction of Share Capital of the Company under Section100 to 104 of the Companies Act 1956 and other related provisions and the petition forthe same has been pending in NCLT Mumbai Bench.
The Company has incurred loss during the year under review hence no dividend has beenrecommended by the Board forthe financial year ended 31 " March 2017.
During the year under review the company has not made any transferto reserves.
During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. During the year no amounts were outstanding which were classified as'Deposits' under the applicable provisions of Companies Act 1956 and hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Companies Act 2013 is not applicable.
8. SHARE CAPITAL:
The Authorised Share Capital of the company is Rs. 50000000/- and the paid up sharecapital of the company is Rs. 32637000/-.
During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2016-2017.
9. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "AnnexureA".
10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis to maintain its objectivity and independence. Based on the report of internal auditfunction process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.
11. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
a) Energy Conservation & Technology Absorption:
Your Company is not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy.
The Company has maintained a technology friendly environment for its employees to workin. Your Company uses latest technology and equipments. However since the Company is notengaged in any manufacturing the information in connection with technology absorption isNIL.
b) Foreign Exchange Earnings & Outgo:
The foreign exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules 2014 areprovided as follows:
|a. Total foreign exchange earned ||NIL |
|b. Total foreign exchange outgo ||NIL |
12. AUDITORS AND AUDITORS' REPORT:
M/s. HAM & Co. Chartered Accountants Mumbai (Registration No. 136368W) who hadbeen appointed as Statutory Auditor of the Company fora period of one year at the 22"dAnnual General Meeting and theirterm of office will come to an end in the ensuing AnnualGeneral Meeting Hence the Board of the Company need to appoint another Auditor to act asa Statutory Auditor of the Company in place of M/s. HAM & Co. Accordingly the Boardof the Company with the consent of the Audit Committee has recommended to appoint M/s.Bhatter & Company Chartered Accountants (having ICAI Registration No: 131092W) toact as Statutory Auditor of the Company for a period 5 years commencing from theconclusion of 23rt Annual General Meeting up to the conclusion of AnnualGeneral Meeting to be held in the calendar year 2022 subject to approval of members ofthe Company in the ensuing Annual General Meeting and further ratification of theirappointment in every subsequent Annual General Meeting.
An eligibility certificate as to their appointment stating that their appointment iswell within the prescribed limits under Section 141 of the Companies Act 2013 has beenobtained from them along with the consent to act as Statutory Auditor of the Company inaccordance with Section 139(1) of the Companies Act 2013 read with the Companies (Auditand Auditors) Rules 2014.
Auditors' Report issued by M/s. HAM & Co. Statutory Auditor of the Company doesnot contain any qualification reservation or adverse remark and is self explanatory.
13. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Kaushal Doshi & Associates Practicing Company Secretary having ICSIMembership No.: A32178 and COP No.: 13143 Mumbai to undertake the Secretarial Audit ofthe Company. The Report of the Secretarial Audit is annexed herewith as "AnnexureB".
14. DIRECTORS & KEY MANAGERIAL PERSONNEL:
A) Changes in Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Ms. Asmita J. Parikh(DIN-00178701) Director ofthe Company who is liable to retire by rotation and iseligible for re-appointment has offered himself for re-appointment.
During the Financial year the following changes were made in Directors and KeyManagerial Personnel.
i. During the financial year Ms. Asmita Parikh was appointed as the Chief FinancialOfficer ofthe Company w.e.f. 30"'May 2016.
B) Declaration by an Independent Directors) and re-appointment if any
During the financial year Mr. Jaymin Modi having DIN: 07352950 was appointed as anadditional Independent Director of the Company w.e.f. 20* October 2016 pursuant toSection 161 of the Act and who holds office upto the date of this Annual General Meetingof the Company being eligible for appointment as an Independent Director and the Boardhas been proposed his appointment in the ensuing Annual General Meeting.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Chapter IVof the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
Meetings of the Independent Directors
One meeting of the Independent Directors was held on 13th February 2017during the year under review and all the Independent Directors were attended the meeting.
C) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 and Chapter IV of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out an annual performance evaluation of its own performanceas also of the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees.
The Independent Directors expressed their satisfaction with the evaluation processfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of duties obligations responsibilities andgovernance.
D) Meetings of the Board of Directors
The Board of Directors met following five times during the financial year ended 3151March 2017 and the intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.
13" February 2017
20" October 2016
13" August 2016
28" July 2016
30" May 2016
|Name of Directors ||Category ||No. of meeting held ||No. of meetings attended |
|Mr. Soketu Parikh ||Managing Director ||5 ||5 |
|Ms. Kanan R. Kapur ||Independent Director ||5 ||5 |
|Ms. Heena S. Sayyed ||Independent Director ||5 ||5 |
|Ms. Asmita Parikh ||Director&CFO ||5 ||5 |
|Mr. Jaymi P. Modi ||Additional Independent Director ||1 ||1 |
15. AUDIT COMMITTEE:
The Audit Committee consist of Ms. Kanan R. Kapur an Independent Director as aChairperson and Ms. Heena S. Sayyed Independent Director as a member and Mr. SoketuParikh Managing Director as a member of the committee. All the members of the AuditCommittee possess good knowledge of corporate and project finance accounts and Companylaw. The composition of the Audit Committee meets with the requirement of section 177 ofthe Companies Act 2013 and the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.
Meetinas of the Audit Committee
Five meetings of Audit Committee were held during the year ended 31** March 2016 ason:
13" February 2017
20" October 2016
13" August 2016
28" July 2016
30" May 2016
|Name of Directors ||Category ||No. of meeting held ||No. of meetings attended |
|Ms. Kanan R. Kapur ||Independent Director (Chairperson) ||5 ||5 |
|Ms. Heena S. Sayyed ||Independent Director (Member) ||5 ||5 |
|Ms. Soketu Parikh ||Managing Director (Member) ||5 ||5 |
16. SHAREHOLDER/ INVESTOR GRIEVANCE COMMITTEE:
The Board has constituted the Share Transfer Committee with the One Non- ExecutiveDirectors as Chairperson One Executive and one Independent Director as members toconsider and approve Transfers of shares in the physical form and allied matters. TheShareholder/ Investor Grievance Committee have been constituted under the Chairmanship ofMs. Asmita Parikh and Mr. Soketu Parikh and Ms. Kanan Kapur as member till date and onemeeting of the Shareholder/
Investor Grievance Committee was held on 13th February 2017 during the yearunder review and all members of the committee were attended the meeting. The committeemeets as and when required to deal with the matters relating to transfer / transmissionof shares and monitors redresses of complaints from shareholders relating to transfernonreceipt of balance sheet dividend declared etc.
17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORSAND EMPLOYEES:
The Company has a vigil mechanism to deal with instance of fraud and / ormismanagement if any. The detail of the policy is posted on the website of the Company.
18. NOMINATION AND REMUNERATION COMMITTEE:
The Board has constituted Nomination and Remuneration Committee as on 31stMarch 2015 in accordance with the provisions of Section 178 of the Companies Act 2013.The Nomination & Remuneration policy framed by the Board is annexed hereto as"Annexure C" and forms part of this report and also available on the website ofthe Company http://www.alanscottind.com/. The Nomination and Remuneration Committeeconsist of Ms. Kanan R. Kapur an Independent Director as a Chairperson and Ms. Heena S.Sayyed Independent Director as a member and Ms. Asmita Parikh Director as a member ofthe committee. One meeting of the Nomination and Remuneration Committee was held on 13thFebruary 2017 during the year under review and all members of the committee were attendedthe meeting.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Corporate Social Responsibility as per Section 135 of the Companies Act 2013 iscurrently not applicable to Company.
20. SUSTAINABLE DEVELOPMENT
Sustainability has been deeply embedded into the Company's business and has become anintegral part of its decision making process while considering social economic andenvironmental dimensions.
21. BUSINESS RISK MANAGEMENT
Your Company has a robust Risk Management policy. The Company through a SteeringCommittee oversees the Risk Management process including risk identification impactassessment effective implementation of the mitigation plans and risk reporting. Atpresent the company has not identified any element of risk which may threaten theexistence of the company.
The details of Risk Management as practiced by the Company are provided as part ofManagement Discussion and Analysis Report which is a part of this Report.
22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has formulated a Policy onRelated Party Transactions which is also available on Company's website at httD://www.alanscottind.com . The Policy intends to ensurethat proper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. As the transactions entered do not fall under Section188(1) of the Companies Act 2013 hence FormAOC-2 is not required to be furnished.
24. PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014forms part of this Report.
The above information is not being sent along with this Report to the Members of theCompany as per the provision of Section 136 of the Companies Act 2013. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid information is also available forinspection by Members at the Registered Office of the Company 21 days before the 23rdAnnual General Meeting and up to the date of the Annual General Meeting during thebusiness hours on working days.
All the policies are available on the website of the Company i.e.http://www.alanscottind.com.
26. REPORT ON CORPORATE GOVERNANCEANDAUDITOR'S CERTIFICATE THEREON
Pursuant to the Regulation 15 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Compliance related to the Corporate Governance is notmandatory to the Company.
In view of the above Company has not provided report on coiporate governance andauditor's certificate thereon for the year ended 31st March 2017. Howeverwhenever the provision will becomes applicable to the company at a later date the companyshall comply with the requirements of the same within six months from the date on whichthe provisions became applicable to the company.
27. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review as stipulated inChapter IV of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section forming partin "Annexure D" of this Report.
28. DIRECTORS'RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as (mentioned in the Notes to the financialstatements) have been selected and applied consistently and judgements and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31" March 2017 and of the Profit / loss of theCompany for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively;
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
b) Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace Prevention .Prohibition andRedressal)Act 2013.
c) There were no material changes and commitments affecting the financial position ofthe Company between the end of financial year and the date of the Report.
Your Directors wish to express their grateful appreciation for the co-operation andsupport received from customers financial institutions Banks regulatory authoritiescustomers and members and the society at large. The Directors also thank Governments ofvarious countries Government of India Government of Maharashtra and concerned GovernmentDepartments/ Agencies for their co-operation. Deep sense of appreciation is also recordedfor the dedicated efforts and contribution of the employees of the company at all levelsas without theirfocus commitment and hard work the Company's consistent growth would nothave been possible despite the challenging environment.
For and on behalf of the Board of Directors Alan Scott Industriess Limited
Date: 30"' May 2017