Asis Logistics Ltd.
|BSE: 506159||Sector: Others|
|NSE: N.A.||ISIN Code: INE888E01020|
|BSE 00:00 | 05 Sep||Asis Logistics Ltd|
|NSE 05:30 | 01 Jan||Asis Logistics Ltd|
|BSE: 506159||Sector: Others|
|NSE: N.A.||ISIN Code: INE888E01020|
|BSE 00:00 | 05 Sep||Asis Logistics Ltd|
|NSE 05:30 | 01 Jan||Asis Logistics Ltd|
We have pleasure in presenting the 46th Annual Report of the Company along with theaudited statement of accounts for the year ended 31st March 2019. The financial resultsfor the year are shown below. There is a net loss mainly due to high interest burden.
Standalone financial results as per Ind AS.
During the year there was no change in the Companys issued subscribed andpaid-up equity share capital. On March 31 2018 it stood at Rs. 610243700 representedby 7525500 equity shares of Rs.1/- each and 6027182 Preference Shares pf Rs. 100/-Each.
The operations were also adversely affected due to poor market conditions.
In view of the current years carried forward losses your Directors do notrecommend any dividend for the year.
The Company has not transferred any amount to the General Reserve for the financialyear ended March 312019.
During the year under review your Company did not have any subsidiary associate andjoint venture company.
Your Company has complied with the requirements of SEBI Listing obligation anddisclosure requirement. (LODR) Regulations 2015 regarding Corporate Governance. A reporton the Corporate Governance practices the Certificate on compliance of mandatoryrequirements thereof are given as an annexure to this report.
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and assuch no amount of principal or interest was outstanding as at the end of the year and thequestion of non-compliance of the same does not arise.
The Company has received necessary declaration from each of the independent directorsunder Section 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 16 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Pursuant to theprovisions of Section 152 of the Companies Act 2013 Mrs. Alka Dayal retires by rotationas Director at the ensuing Annual General Meeting and being eligible offers himself forthe re-appointment. The Board recommends his reappointment.
There were no changes in the Key Managerial Personnel of the Company during the year.
Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out the annual performance evaluation of its own performance of the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed in detail. A structured questionnaireeach for evaluation of the Board its various Committees and individual Directors wasprepared and recommended to the Board by the Nomination & Remuneration Committee fordoing the required evaluation after taking into consideration the input received from theDirectors covering various aspects of the Boards functioning such as adequacy ofthe composition of the Board and its Committees execution and performance of specificduties obligations and governance etc.
A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theindependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and nonindependent Directors was also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.
During the financial year ended March 31 2019 Four (4) meetings of the Board ofDirectors were held and the maximum time gap between two (2) meetings did not exceed onehundred and twenty days.
The details regarding composition number of board meetings held and attendance of theDirectors during FY 2018-19 are set out in the Report on Corporate Governance which formspart of this Integrated Report
11. Material Changes and Commitments If any affecting the Financial Position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements Relate and the Date of the Report:
a. The company had availed credit facilities from various Banks in respect of whichrecovery proceedings had been initiated in FY 13-14.
b. The company entered into One Time Settlement (OTS) with State Bank of India and paidpart of the amount from OTS agreed with State Bank of India. The OTS could not becompleted due to the Order of Honble Bench of DRT in relation to disposal ofsecurities and apportioning of sale proceeds.
c. The company filed application before Honble Bench of NCLT Ahmedabad undersection 10 of Insolvency and Bankruptcy Code 2016 for commencement of insolvencyproceedings on 10.10.2017. The application was admitted by Honble Authority on11.01.2018 (Petition No. C.P.148/10/NCLT/AHM/2017).
d. Mr. Devendra Padamchand Jain had been appointed by Honble AdjudicatingAuthority as Interim Resolution Professional. The Committee of Creditors confirmed thename of Mr. Devendra Padamchand Jain as Resolution Professional.
e. Resolution Professional had filed application on 12th July 2018 vide Application No.IA 257/2018 before NCLT Ahmedabad relating to extension for a period of 90 as per Section12 (2) of Insolvency and bankruptcy Code 2016 read with Regulation 40 of IBBI (Insolvencyresolution Process for Corporate Person) Regulations 2016. Honble Bench of NCLT hadgranted the same and passed Order dated 13th July 2018 which was received on 30th July2018. Accordingly the time line for Completion of CIRP will end on 28.10.2018 after takeninto consideration of extension of 90 days beyond 180 days and fresh EOI dated 09.08.2018has been publish with Last date for submission of Resolution plan has been extended to13th September 2018 (earlier it was 28.02.2018.
f. Resolution Professional had filed liquidation application on 06th November 2018before NCLT Ahmedabad as per Section 33 of Insolvency and bankruptcy Code 2016.
g. Under Section 17(b) of Insolvency and Bankruptcy Code 2016 the power of the Boardof Directors of the Company stand suspended and are being exercised by the ResolutionProfessional w.e.f date of admission of case for commencement of insolvency proceedingsunder section 10 of the Code by Honble Adjudicating Authority (NCLT Ahmedabad) on11.01.2018 and all operations of the Company are made in compliance of the provisions ofthe Code. The Financial Statements are also signed in compliance of directions given byResolution professionals.
h. The financial results of the company have been approved by Resolution Professionalwhile discharging the power of Board of Directors of the company which have been conferredupon him in terms of the provision under section 17 of the Insolvency and Bankruptcy Code2016. The results have been audited by statutory auditors. While approving the financialresults the Resolution Professional is also relied on the certification representationand statement made by Key Managerial personnel and Directors (presently suspended) to thecompany. The financial statement has been also signed by Directors/CFO/CS on thedirections of Resolution Professional.
Your Directors hereby confirm and declare that:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 312019 andits loss for the year ended on that date;
c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors have prepared the annual accounts on a going concern basis;
e) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively; and
f) that proper internal financial controls laid down by the Directors were followed bythe Company and such internal financial controls are adequate and were operatingeffectively.
A detailed report on the Management Discussion & Analysis is provided as a separatesection in the Annual Report
Pursuant to Section 139 and other applicable provisions if any of the Companies Act2013 read with Companies (Audit & Auditors) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) and otherapplicable rules if any M/s. Agarwal Desai and Shah Chartered Accountants (FirmRegistration No.124850W) as Statutory Auditors of the Company for a term of five yearsfrom the conclusion of the Forty-third Annual General Meeting till the conclusion of theForty-eighth Annual General Meeting.
The Board has duly examined the Statutory Auditors Report on the StandaloneFinancial Statements of the Company for the financial year ended March 31 2019 by M/s.Agarwal Desai and Shah Chartered Accountants which is selfexplanatory. The report doesnot contain any observations disclaimer qualification or adverse remarks. Further nofraud has been reported by the Statutory Auditors in terms of Section 143(12) of theCompanies Act 2013 during the year.
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 hasappointed CS Ankita Jasrapuria Company Secretaries in Practice (CP No. 20127 M. No.38477) to undertake the Secretarial Audit of the Company for the year ending 31st March2020. The Secretarial Audit Report for the year ended 31st March 2019 is annexed herewithas Annexure -A to this Report. The Secretarial Audit Report does not containany adverse qualification reservation or remark.
The details forming part of the extract of the Annual Return in Form MGT 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as AnnexurexB to this report.
All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on anarms length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. There were no materially significant transactions with the relatedparties during the financial year which were in conflict with the interest of the Companyand hence enclosing of Form AOC-2 is not required. Suitable disclosure as required by theAccounting Standard (AS18) has been made in the notes to the Financial Statements. AllRelated Party Transactions are placed before the Audit Committee. Prior omnibus approvalof the Audit Committee is obtained on a yearly basis for the transactions which are of aforeseen and repetitive nature. The transactions entered into pursuant to the omnibusapproval so granted are audited and a statement giving details of all related partytransactions is placed before the Audit Committee for their approval on a quarterlybasis. The policy on Related Party Transactions as approved by the Board has been uploadedon the Companys website.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed Vigil Mechanism Policy for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc. The employees of the Company have the right/option to report theirconcern/grievance to the Chairman of the Audit Committee.
p. Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo:
Your Company has not consumed energy of any significant level and accordingly noadditional investment was made for reduction of energy consumption during the year underreview. Considering the nature of activities undertaken by your Company no comment ismade on technology absorption. There has been no foreign earnings or outgo during the yearunder review.
q. Particulars of Employees:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
r. Policy for Prevention of Sexual Harassment in The Company:
The Company values the dignity of individuals and strives to provide a safe andrespectable work environment to all its employees. The Company is committed to providingan environment which is free of discrimination intimidation and abuse. Pursuant toSexual Harassment of Women at Workplace (Prohibition Prevention and Redressal) Act 2013and rules made thereunder the Company has a Policy for prevention of Sexual Harassment inthe Company. (All employees (permanent contractual temporary and trainees) are coveredunder this policy.
The Company has in place internal financial control systems commensurate with the sizeand complexity of its operations to ensure proper recording of financial and monitoringof operational effectiveness and compliance of various regulatory and statutoryrequirements. The internal auditor monitors and evaluates the efficacy and adequacy ofinternal control systems in the Company. Based on the report of the internal auditorrespective departments 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.
t. Disclosure of Orders Passed by Regulators or Courts or Tribunal:
The company filed application before Honble Bench of NCLT Ahmedabad undersection 10 of Insolvency and Bankruptcy Code 2016 for commencement of insolvencyproceedings on 10.10.2017. The application was admitted by Honble Authority on11.01.2018 (Petition No. C.P.148/10/NCLT/AHM/2017).
The Company has not issued any shares with differential rights any sweat equity sharesand any equity shares under Employees Stock Option Scheme and hence no information as perprovisions of Section 43(A)(Ii) section 54(1)(d) & Section 62(1)(B) of the Act readwith Rules of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Companys well being.