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Alan Scott Industries Ltd.

BSE: 539115 Sector: Industrials
NSE: N.A. ISIN Code: INE273F01014
BSE LIVE 14:20 | 08 Nov Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 9.50
PREVIOUS CLOSE 9.15
VOLUME 50
52-Week high 22.55
52-Week low 8.47
P/E
Mkt Cap.(Rs cr) 3.10
Buy Price 8.70
Buy Qty 21.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.50
CLOSE 9.15
VOLUME 50
52-Week high 22.55
52-Week low 8.47
P/E
Mkt Cap.(Rs cr) 3.10
Buy Price 8.70
Buy Qty 21.00
Sell Price 0.00
Sell Qty 0.00

Alan Scott Industries Ltd. (ALANSCOTTINDS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 22ndAnnual Report togetherwithAudited Financial Statements of the Company for the Financial Year ended 31st March2016.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

Particulars 31st March 2016 31st March 2015
Total Income 1821784 2998600
Less: Total Expenditure 3322166 2838184
Profit Before Interest Depreciation and Tax (1500382) 160416
Less: Depreciation 7351 8104
Less: Interest 16594 --
Profit Before Extraordinary Items and Tax (1524327) 152312
Less: Extra-Ordinary Items -- --
Profit/(Loss) Before Tax (1524327) 152312
Less: Tax Expense
(a) Current Tax 0 0
(b) Deferred Tax 0 0
Profit /(Loss) For The Year (1524327) 152312

During the year under review the income of your Company has decreased to Rs. 18.22 Lacin the current year from Rs. 29.99 Lac earned in the previous year. The loss beforeinterest depreciation and tax of the Company for the current year has increased to Rs.15.00 Lac as against the profit before interest depreciation and tax of Rs. 1.60 Lac ofthe previous year. Similarly the loss after Tax (LAT) for the current year has increasedto Rs. 15.24 Lac as against the profit after tax (PAT) of Rs. 1.52 Lac of the previousyear.

1. CHANGE IN THE NATURE OF BUSINESS

There is no change in the business activity of the Company.

2. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture Company orAssociate Company ason March 31 2016 and any information for this purpose is not applicable to the company.

3. 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. Therefor the 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 got theobservation letter for the same from BSE Ltd.

4. DIVIDEND

The Company has incurred loss during the year under review hence no dividend has beenrecommended by the Board for the financial year ended 31st March 2016.

5. RESERVES

During the year under review the company has not made any transfer to reserves.

6. DEPOSITS

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.

7. 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 hasnot issued shares with differential voting rights nor granted stock options nor sweatequity.

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 2015 - 2016.

8. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".

9. 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.

10. 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

11. AUDITORS AND AUDITOR S REPORT

The Board on the recommendation of the Audit Committee proposed to re-appoint M/s.HAM & Co Chartered Accountants Mumbai (Registration No. 136368W) as StatutoryAuditor of the Company for the financial year 2016 - 17 Subject to approval of Members inthe Annual General Meeting. The aforesaid Auditors have furnished the Certificate of theireligibility for re-appointment Pursuant to the provisions of Section 139 of the CompaniesAct 2013 and the Rules framed thereunder. Auditors Report does not contain anyqualification reservation or adverse remark and is self explanatory.

12. 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 Ms. Sonam Jain Practicing Company Secretary having ICSI Membership No. A31862Mumbai to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit is annexed herewith as "Annexure B".

13. DIRECTORS& KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the CompaniesAct 2013 and in terms of theMemorandum andArticles ofAssociation of the Company Ms.Asmita J Parikh who is liable toretire by rotation and is eligible for re-appointment has offered herself for re-appointment.

During the Financial year the following changes were made in Directors and KeyManagerial Personnel.

i. Mr. Puspraj R. Pandey has been appointed as Company Secretary & ComplianceOfficer of the Company as on 01.11.2015 in place Mr. Ramkrishna Sukla who has beenresigned from his office as on 31.05.2015.

B) Declaration by an Independent Director(s) and re- appointment if any

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.

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 six times during the financial year ended 31stMarch 2016 and the intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

26th February 2016

12th February 2016

10th November 2015

30th October 2015

10th August 2015

27th May 2015

Name of Directors Category No. of meetings held No. of meetings attended
Mr. Soketu Parikh Managing Director (Chairman) 6 6
Ms. Kanan R. Kapur Independent Director 6 6
Ms. Heena S. Sayyed Independent Director 6 6
Ms. Asmita Parikh Director & CFO 6 6

14. 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.

Meetings

Six meetings of Audit Committee were held during the year ended 31st March 2016 as on:

26th February 2016

12th February 2016

10th November 2015

30th October 2015

10th August 2015

27th May 2015

Name of Directors Category No. of meetings held No. of meetings attended
Ms. Kanan R. Kapur Independent Director (Chairperson) 6 6
Ms. Heena S. Sayyed Independent Director (Member) 6 6
Ms. Soketu Parikh Managing Director (Member) 6 6

15. 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 were held on 12th February 2016during the year under review and all members of the committee were attended the meeting.The committee meets as and when required to deal with the matters relating to transfer /transmission of shares and monitors redresses of complaints from shareholders relating totransfer non-receipt of balance sheet dividend declared etc.

16. 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 details of the Policy is posted on the website of the Company.

17. NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted Nomination and Remuneration Committee as on 31st March 2015in accordance with the provisions of Section 178 of the Companies Act 2013. TheNomination & 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 Mr. Ms. Asmita Parikh Director as a memberof the committee. One meeting of the Nomination and Remuneration Committee were held on12th February 2016 during the year under review and all members of the committee wereattended the meeting.

18. 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.

19. BUSINESS RISK MANAGEMENT

Your Company has a robust Risk Management policy. The Company through a SteeringCommittee oversees the Risk Management process including risk identificationimpactassessment 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.

20. 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.

21. 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 athttp://www.alanscottind.com. The Policy intends to ensure that proper reporting approvaland disclosure processes are in place for all transactions between the Company and RelatedParties All Related Party Transactions entered during the year were in Ordinary Course ofthe Business and on Arm's Length basis. As the transactions entered do not fall underSection 188(1) of the Companies Act 2013 hence Form AOC-2 is not required to befurnished.

22. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of theCompanies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 formspart 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 the22ndAnnual General Meeting and up to the date of theAnnual General Meeting during thebusiness hours on working days. .

23. POLICIES:

All the policies are available on the website of the Company i.e.http://www.alanscottind.com.

24. REPORT ON CORPORATE GOVERNANCE AND AUDITOR'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 corporate governance andauditor's certificate thereon for the year ended March 31 2016. However whenever theprovision will becomes applicable to the company at a later date the company shall complywith the requirements of the same within six months from the date on which the provisionsbecame applicable to the company.

25. 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.

26. 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 March31 2016 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 March 31 2016 and of the Profit / loss of the Company forthe 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 havebeen 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 theprovisions of all applicable laws were inplaceand were adequate and operating effectively. 27. GENERAL

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 theRegulators or Courts orTribunals which impact thegoing concern status and Company's operations infuture.

b. Your Directors further state that during the year underreview there were no casesfiled pursuant to the SexualHarassment 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.

28. ACKNOWLEDGEMENTS

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 their focus commitment and hard work the Company's consistent growth wouldnot have been possible despite the challenging environment.

Alan Scott Industriess Limited
Sd/-
Soketu Parikh
Place: Mumbai Chairman
Date: 28th July 2016 DIN: 00651441

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