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Alan Scott Industries Ltd.

BSE: 539115 Sector: Industrials
NSE: N.A. ISIN Code: INE273F01022
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NSE 05:30 | 01 Jan Alan Scott Industries Ltd
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VOLUME 119
52-Week high 20.05
52-Week low 15.80
P/E
Mkt Cap.(Rs cr) 1
Buy Price 20.05
Buy Qty 81.00
Sell Price 15.05
Sell Qty 126.00
OPEN 20.05
CLOSE 20.05
VOLUME 119
52-Week high 20.05
52-Week low 15.80
P/E
Mkt Cap.(Rs cr) 1
Buy Price 20.05
Buy Qty 81.00
Sell Price 15.05
Sell Qty 126.00

Alan Scott Industries Ltd. (ALANSCOTTINDS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 25th Director Reporttogether with Audited Financial Statements of the Company for the Financial Year ended 31stMarch 2019.

1.FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

(Amt in Rs.)
Particulars 31st March 2019 31st March 2018
Total Income 1159224 2271340
Less: Total Expenditure 1046722 2115519
Profit/ (Loss) Before Interest Depreciation and Tax 112502 155821
Less: Depreciation 3916 25653
Less: Interest 44317 86915
Profit/ (Loss) Before Extraordinary Items and Tax 64269 43253
Less: Extra-Ordinary Items 0 0
Profit/(Loss) Before Tax 64269 43253
Less: Tax Expense
(a) Current Tax 0 0
(b) Deferred Tax 0 0
Profit /(Loss) For The Year 64269 43253

During the year under review your Company has earned the total Income of Rs. 11.59 Lakhas compared to Rs. 22.71 in the previous year. The Company has recorded profit beforeinterest depreciation and tax of the Company for the current year of Rs. 1.13 Lakhagainst the income before interest depreciation and tax of Rs. 1.56 lakhs of the previousyear. Similarly the Profit after tax (PAT) for the current year has increased to Rs. 0.64Lakh as against the Profit after tax (PAT) of Rs. 0.43 Lakh of the previous year.

2. CHANGE IN THE NATURE OF BUSINESS:

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

3. BRIEF STATE OF COMPANY'S AFFAIR:

The Company is a professionally managed Company and the Company has business objectivesof manufacturing trading etc. textile and textile related products and also carry outbusiness activities related to the production of films and film industries relatedactivity however in view of the poor financial conditions of the Company during the yearno business operation has taken place and efforts made by the Board of Directors were notmaterialised.

4. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint Venture Company or Associate Company ason 31st March 2019 and any information for this purpose is not applicable tothe company.

5. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed byregulators or courts or tribunals related to the Company.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE ENDOF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year under review there were no material changes and commitments affectingthe financial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

7. DIVIDEND:

During the year under review in order to conserve the resources of the Company yourBoard has not recommended any dividend for the financial year ended 31st March2019.

8. RESERVES:

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

9. 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.

10. SHARE CAPITAL:

The Authorised Share Capital of the company is Rs. 50000000/- and the issued paidup & subscribed share capital of the Company is Rs. 6853770/-.

The Company has neither issued shares with differential voting rights nor granted stockoptions or sweat equity and also has not made any purchase or provision of its own sharesby employees or by trustees for the benefit of employees during the financial year 2018 -2019.

11. 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 .

12. 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.

13. 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 is NIL.

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

14. AUDITORS AND AUDITORS' REPORT:

Pursuant to the provision of the section 139 of the Companies Act 2013 and the rulesframed thereunder M/s. Bhatter & Company Chartered Accountants (Firm Registration No.131092W) Mumbai have been appointed as Statutory Auditors of the Company for an term offive years from the conclusion of the 23rd Annual General Meeting of theCompany held on 28th September 2017 till the conclusion of the 28thAnnual General Meeting of the Company AGM to be held in the calendar year 2022.

The Company has received an eligibility certificate under Section 141 of the CompaniesAct 2013 rules frame thereunder for continuation of the auditor.

Auditors' Report issued by M/s. Bhatter & Company Statutory Auditor of theCompany does not contain any qualification reservation or adverse remark and is selfexplanatory.

15. 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

Annexure-B .

16. 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 theArticles of Association of the Company Ms. Asmita J. Parikh (DIN- 00178701) Director ofthe Company who is liable to retire by rotation and is eligible for re-appointment hasoffered himself for re- appointment.

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

i. Mr. Kanan R. Kapur (DIN: 06511477) an Independent Director of the Company wasresigned w.e.f. 07th July 2018. ii. During the financial year Ms. PoojaWadhawa (DIN: 07979494) was appointed and regularised as the Independent Director of theCompany w.e.f. 28th September 2018 for a period of five years.

Although later on she was resigned as an Independent Director of the Company w.e.f. 25thJune 2019.

iii. During the financial year Mr. Puspraj R. Pandey was resigned a company Secretary& Compliance officer of the Company w.e.f. 06th January 2019 and in hisplace Ms. Pallavi Chavan & Mr. Ramkrishna Shukla was appointed as Company Secretary ofthe Company w.e.f. 12th February 2019 & 16th March 2019 andlater on both were resigned on 28th February 2019 & 30th May2019 respectively.

Changes after completion of financial year:

iv. After Completion of the financial year Mr. Mahendra B. Dave (DIN: 06520421) wasappointed as an additional Independent Director of the Company w. e. f. 13thAugust 2019.

v. After Completion the financial year Mr. Kuldeep Kumar Dangi was appointed asCompany Secretary of the Company w.e.f. 26th August 2019.

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

The appointment of Mr. Mahendra B. Dave (DIN: 06520421) as an Additional IndependentDirector of the Company w.e.f. 13th August 2019 was made pursuant to Section161 of the Act and who holds office upto the date of this Annual General Meeting of theCompany being eligible for appointment as an Independent Director and the Board has beenproposed her appointment in the ensuing Annual General Meeting at a period of five years.

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 12th February 2019during 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 31stMarch 2019 and the intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

• 16th March 2019

• 12th February 2019

• 14th November 2018

• 11th August 2018

• 30th May 2018

Name of Directors Category No. of meetings held No. of meetings attended
Mr. Soketu Parikh Managing Director (Chairman) 5 5
Ms. Kanan R. Kapur Independent Director 1 0
Ms. Asmita Parikh Director & CFO 5 5
Mr. Jaymin P. Modi Independent Director 5 5
Ms. Pooja Wadhawa Additional Independent Director 5 5

17. AUDIT COMMITTEE:

The Audit Committee consist of Mr. Jaymin Modi an Independent Director as aChairperson and Ms. Pooja Wadhwa an Independent Director and Ms. Asmita J. Parikh aNon-Executive 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 of the Audit Committee

Five meetings of Audit Committee were held during the year ended 31st March2016 as on:

• 16th March 2019

• 12th February 2019

• 14th November 2018

• 11th August 2018

• 30th May 2018

Attendance details of the Members of the Committee

Name of Directors Category No. of meetings held No. of meetings attended
Mr. Jaymin P. Modi Independent Director (Chairperson) 5 5
Ms. Pooja Wadhwa Add. Independent Director (Member) 5 5
Ms. Kanan R. Kapur Independent Director 1 0
Ms. Asmita J. Parikh Non-Executive Director 4 4

18. 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. Pooja Wadhawa an Independent Director asmember of the Shareholder/ Investor Grievance Committee and a meeting of them was held on12th February 2019 during the year under review and all members of thecommittee were attended the meeting. The committee meets as and when required to dealwith the matters relating to transfer / transmission of shares and monitors redresses ofcomplaints from shareholders relating to transfer non-receipt of balance sheet dividenddeclared etc.

19. 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.

20. 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-Cand forms part of this report and also available on the website of the Companyhttp://www.alanscottind.com/. The Nomination and Remuneration Committee consist of Mr.Jaymin P. Modi an Independent Director as a Chairperson and Ms. Pooja Wadhawa anIndependent Director and Ms. Asmita J. Parikh a Non Executive Director as a member ofthe committee. Two meeting of the Nomination and Remuneration Committee was held on 16thMarch 2019 and 12th February 2019 and the attendance details of the membersof the committee as follows.

Name of Directors Category No. of meetings held No. of meetings attended
Mr. Jaymin P. Modi Independent Director (Chairperson) 2 2
Ms. Pooja Wadhwa Independent Director 2 2
Ms. Kanan R. Kapur Independent Director 0 0
Ms. Amita J. Parikh Non-Executive Director 2 2

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility as per Section 135 of the Companies Act 2013 iscurrently not applicable to Company.

22. 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.

23. 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.

24. 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.

25. 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 of theBusiness and on Arm's Length basis. As the transactions entered do not fall under Section188(1) of the Companies Act 2013 hence Form AOC-2 is not required to be furnished.

26. 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) Rules 2014forms part of this Report as Annexure-D .

During the financial year 2018-2019 there were no employee in the Company whoseparticulars are required to be given in terms of Section 197 (12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

27. POLICIES:

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

28. 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 31st March 2019. 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.

29. 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-E of this Report.

30. 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 2019 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 31st March 2019 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;

31. 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 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 positionof the Company between the end of financial year and the date of the Report.

32. 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.

For and on behalf of the Board of Directors

Alan Scott Industriess Limited

Sd/-

Soketu Parikh

Chairman DIN: 00651441

Place: Mumbai

Date: 13th August 2019