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ASL Industries Ltd.

BSE: 538418 Sector: Auto
NSE: ASLIND ISIN Code: INE617I01024
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ASL Industries Ltd. (ASLIND) - Director Report

Company director report

To

The Shareholders

ASL Industries Limited

Your Directors are delightful in presenting the 26th Annual Report for thefinancial year 2016-2017.

Financial Highlights

Financial results of your Company for the year ended 31st March 2017 are summarizedbelow.

PARTICULARS FINANCIAL YEAR 2016-2017 FINANCIAL YEAR 2015-2016
Revenue from Operations 564477103 556575603
Other Income 2410086 4240424
Total 566887189 560816027
Total Expenses 556759354 553506084
Profit before Exceptional Items and Tax 10127835 7309943
Exceptional Items (Loss/ (Profit) from sale of asset) 282380 1328511
Profit before Tax 9845455 5981433
Tax Expenses:
Current Tax 1876050 1139762
Deferred Tax 3039368 64310
Profit/(Loss) for the period 4930037 4777361
Earnings Per Share (EPS) 0.47 0.58
Surplus Reserve (Opening balance) 15776997 11701222
Add:
Transfer from Statement of Profit& Loss 4930037 4777361
Fixed Assets Reserves (689838) (367352)
Mat Credit Entitlement 1821408 1106565
Less:
Increase in Authorized Capital Expenses 225000 -
Excise Demand 6952 -
CST on Purchase of Earlier Year Written Off 42251 -
VAT Amount of Earlier Year paid 78421 -
VAT Input on capital good written off - 989756
MAT Credit Reversal 617637 322213
TDS Demand & Interest on TDS & TCS 29122 24682
Prior Period Item - 82066
Income Tax on Earlier Year 102376 22082
Surplus available for appropriation (Closing Balance) 20736845 15776997

Significant Events of the Company

Your Company is undergoing a massive change in this financial year. The Board of theCompany is in the processof getting itself listed on the National Stock Exchange (SMESector) with a lot of effort and hard work and planning we were finally able to achievethis on 18th day of April 2017.

The Board is always seeking various prospects for the financial benefits of theCompany. To achieve this next major event that took place in the Company during thisfinancial year was the sub-division of the value of Equity Shares of the Company. TheCompany sub-divided its Equity Shares from Rs. 100/- per Equity share to Rs. 10/- perEquity Share.

The Board of the Company is leaving no stone unturned for the growth and expansion ofthe Company Further growth requires more infusion of Capital. This step was also takenduring this financial year. The Authorized Capital of the Company was increased from Rs.80000000/- (Rupees Eight Crore only) to Rs. 110000000/- (Rupees Eleven Crore).

Human Resource

An industry does not only consist of buildings machines or inventories but also ofpeople. It is the people who manage the staff as well as the affairs of the organization.It is they who plan organize direct and control the working so as to achieve the endgoal/ mission of the Company.

At ASL Industries Limited we make sure that our staff members always feel like afamily. We currently have staff strength of 157 people. This includes 79 staffs 34-Permanent Workers 31-Trainees and 13-Apprentice.

We the Directors of your Company take this opportunity to place on record ourappreciation to each and every employee of the Company for their hard work spiritedefforts dedication and loyalty towards the Company.

Change in Nature of Business:

During the financial year under review the Company has not changed its businesshowever there has been alterations in the main object of the Company as per SEBI (LCDR)Rules and Regulations so that the Comapny is able to get listed on the National StockExchange (SME Sector).

Dividend

Your Company strongly believes that the growth of the Company will ultimately lead tothe growth of its people. Hence the Board thinks its important to plough back the profitsof the Company back into the business to reap the fruits in future.

Subsidiaries / Associate /Joint Venture

Your Company does not have any subsidiary associate or Joint Venture.

Transfer to Reserves:

The Board has decided not to transfer any sum of money to the Reserves of the Company.

Fixed Deposits

Your Company has not accepted any deposits from the public and as such no amount ofprincipal or interest was outstanding during the financial year under review.

Particulars of Loans Guarantees or Investments by the Company

Your Company has not given any Loan or provided any guarantees or madeany investmentscovered under the provisions of section 186 of the Companies Act2013 during the FinancialYear 2016-17.

Share Capital

The Authorized Capital of the Company was increased from Rs. 80000000/- (RupeesEight Crore only) to Rs. 110000000/- (Rupees Eleven Crore) on 01s>day ofSeptember 2016.

The Company sub-divided its Equity Shares from Rs. 100/- per Equity share to Rs. 10/-per Equity Share on 01st day of September 2016. Thus the revised capitalstructures aftertakinginto consideration the sub-division are asfollows:

The Authorized Capital 11000000 Equity Shares of Rs. 10/-each and

The Subscribed Paid-up and Issued Capital of the Company is 7617090Equity Shares ofRs. 10/- each as on 31st Day of March 2017.

Financial Liquidity

Cash and cash equivalents during the financial year under review are at Rs.6784163/-(Rupees Sixty Seven Lacs Eighty Four Thousand One Hundred and Sixty Three only). TheCompany continues to focus on judicious management of its working capital receivablesand inventories. Other working capital parameters were kept under strict check throughcontinuous monitoring.

Meetings

During the year 14 (Fourteen) Board Meetings were convened and held and the interveninggap between the Meetings was within the period prescribed underthe Companies Act 2013.

The dates on which the Board Meetings were held are 01st June 2016; 08thJune 2016; 30th June 2016; 04th August 2016; 05th August2016; 20th August 2016; ls> September 2016; 29>hSeptember 2016; 18>h November; 2016; 19>h December 2016; 2ndJanuary 2017; 31st January 2017; 07th February 2017 and23"1 March 2017.

During the year 4 (Four) Extra-Ordinary General Meetings were convened. The dates onwhich the Extra-Ordinary General Meetings were held a re Is1 September 2016;12th December 2016; 31st January 2017 and 6th March2017.

The Annual General Meeting (AGM) of the Company will be held on 11th day of September2017.

Details of Directors or Key Managerial Personnel Appointed or Resigned During the Yearand Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Akshay Goyal Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers him for reappointment. TheBoard recommends him re-appointment for the consideration of the Members of the Company atthe ensuing Annual General Meeting.

Appointment of INDEPENDENT DIRECTORS:

The Company appointed Mr. Ashish Lodha and Mr. Biswanath Sharma as IndependentDirectors of the Company with effect from Is* Day of September 2016.

The Independent Director(s) have submitted the declaration of independence pursuant tosection 149(7) of theAct stating that he/they meet the criteria of independence asprovided in sub-section (6) of Section 149 of theCompanies Act 2013.

Appointment and Resignation of KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 2(18) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2014Appointment of Company SecretaryMs. Simi Sen took place with effect from 1stDay of June 2016.

Appointment of Chief Financial Officer (CFO)Mr. Sandeep Kumar Agarwal with effect from20th day of August 2016.

The Chief Financial Officer Mr. Sandeep Kumar Agarwal resigned from his post as on29th day of September 2016 due to personal reasons.

Mr. Ankit Goyal was appointed as the Chief Financial Officer of the Company with effectfrom 1st day of February 2016. Change in Designation of DIRECTOR:

Mr. Ankit Goyal was re-designated from a non-Executive Director to the ManagingDirector of the Compa ny with effect from 1st Day of September 2016.

Resignation of PI RECTOR:

Resignation of Mr. Vipul Singh Director of the Company with effect from 30thdayofJune 2016.

Appointment of INTERNAL AUDITORS:

Appointment of Internal AuditorM B A H & CO. Chartered Accountants (FRN:121426W)as on 20th day of August 2016for the Financial Year 2016-2017.

Board and its Committees:.

Audit Committee

The Board has constituted Audit Committee as required under Companies Act 2013. TheComposition of the Committee is as under:

Name of the Member Designation
Ashish Lodha Chairman
Bishwanath Sharma Member
Akshay Goyal Member

The role of the Audit Committee shall include the following:

1. Oversight of our Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;

2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to our Board for approval with particular reference to:

a) Matters required to be included in the Director's Responsibility Statement to beincluded in our Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act;

b) Changes if any in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment bymanagement;

d) Significant adjustments made in the financial statements arising out of auditfindings;

e) Compliance with listing and other legal requirements relating to financialstatements;

f) Disclosure of any related party transactions; and

g) Qualifications in the draft audit report.

5. Reviewing with the management the quarterly financial statements before submissionto our Board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to our Boardto take up steps in this matter;

7. Reviewingand monitoringthe auditor's independence and performance and effectivenessof audit process;

8. Approval or any subsequent modification of transactions of the listed entity withrelated parties;

9. Scrutinyof inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

13. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems;

14. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

15. Discussion with internal auditors any significant findings and follow up there on;

16. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity ora failure of internal controlsystems of a material nature and reportingthe mattertothe board;

17. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as postaudit discussion to ascertain any area of concern;

18. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

19. To reviewthefunctioning of the Whistle Blower mechanism in case the same isexisting;

20. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.

21. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

Nomination & Remuneration Committee

The Board has constituted Nomination and Remuneration Committee as required underCompanies Act 2013.The

Composition of the Committee is as under:

Name of the Member Designation
Ashish Lodha Chairman
Bishwanath Sharma Member
Akshay Goyal Member

In terms of the provisions of Section 178(3) of the Companies Act 2013 the Nominationand Remuneration Committee is responsible for formulating the criteria for determining thequalifications attributes and Independence of a Director. The Nomination and RemunerationCommittee is also responsible for recommending to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and Senior Management.

Stakeholder Relationship Committee

The Board has constituted Stakeholder Relationship Committee as required underSecurities Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations 2015 (Regulations).

Name of the Member Designation
Ashish Lodha Chairman
Bishwanath Sharma Member
Akshay Goyal Member

Below mentioned are the terms of reference of our Stakeholders Relationship Committee.

1. Considering and resolving grievances of shareholders debenture holders and othersecurity holders;

2. Redressal of grievances of the security holders of our Company including complaintsin respect of transfer of shares nonreceipt of declared dividends balance sheetsofourCompanyetc.;

3. Allotment of Equity Shares approval of transfer ortransmission of equity sharesdebentures or any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewaletc.

5. Overseeing requests for dematerialization and re-materialization of shares; and

6. Carrying out any other function contained in the equity listing agreements as andwhen amended from time to time. Extract of Annual Return

The extract ofthe Annual Return in Form MGT-9 is annexed herewith as Annexure-1.

Statutory Auditors

In accordance with Sec 139 ofthe Companies Act 2013 M/s. S.K. Naredi & Co.Chartered Accountants (FRN: 003333C) were appointed by the shareholders ofthe Company atthe Annual General Meeting held on 30th day of September 2014 as Statutory Auditors fora period of 5 years to hold office until the conclusion of the forthcoming Annual GeneralMeeting of the Company to be held in calendaryear2019.

In accordance with the provisions of Section 139142 and other applicable provisionsofthe Companies Act 2013 and ofthe Companies (Audit and Auditors) Rules 2014 theappointment of the Statutory Auditors is required to be ratified by the shareholders atevery Annual General Meeting during their tenure. Board has recommended the re-appointmentof S.K.Naredi&Co. Chartered Accountants as the Statutory Auditor forthe FinancialYear 2017-18.

M/s. S.K. Naredi& Co. Chartered Accountants have confirmed that they are eligiblefor having their appointment as Statutory Auditors ratified at this Annual GeneralMeeting.

Auditors Report

There is no qualification reservation or adverse remarks or disclaimer made by theAuditors in their report on the financial statement ofthe Company forthe Financial Yearended on 31st March 2017.

Details In Respect Of Adequacy Of Internal Financial Controls With Reference To TheFinancial Statements

a) The Board of Directors of the Company have adopted various policies and proceduresfor ensuring the orderly and efficient conduct of its business the safeguarding of itsassets prevention and detection of frauds and errors the accuracy and completeness oftheaccounting records and the timely preparation of reliable financial information.

b) The Company has appointed M/s. M B A H & CO. Chartered Accountants (FRN:121426W)as Internal Auditor to test the Internal Controls and to provide assurance to theBoard that business operations of the organization are in accordance with the approvedpolicies and procedures ofthe Company. The Internal Auditor presents the Internal AuditReport highlighting internal audit findings and status of Management Action Plan on theInternal Audit observations.

Related Party Transactions

Details of Related Party Transactions are mentioned in Note 26 (a) (Hand (II) of thefinancial statement forthe year ended 31st March 2017.

Vigil Mechanism

The Company has formulated a Whistle blower policy and has established vigil mechanismfor employees includingDirectors of the Company to report genuine Concerns. The provisionsof this Policy are in line with the provisions ofthe Section 177(9) of the Companies Act2013.

Risk Management Policy

The Company has formulated a Risk Management Policy for dealing with different kinds ofrisks which it faces inday to day operations of the Company. Risk Management Policy of theCompany outlines different kinds of risksand risk mitigating measures to be adopted by theBoard. The Company has adequate internal control systems andprocedures to combat the risk.The Risk management procedure will be reviewed by the Audit Committee and BoardofDirectors on time to time basis.

Obligation of Company under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

In order to prevent Sexual Harassment of Women at Workplace a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every Company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at workplace of any women employee.

The Company has adopted Anti-Sexual Harassment Policy constituted Redressal Committeeas required under section 4 (1) of Sexual harassment of women at work place (preventionprohibition and redressal) Act 2013.

Duringthe financial year under review the Company has not received any complaint.

Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 ofthe Securities ExchangeBoard of India (Listingobligations and Disclosure Requirements) Regulations 2015(Regulations) on Preservation ofthe Documents toensure safekeeping of the records andsafeguard the Documents from getting manhandled while at the same timeavoidingsuperfluous inventory of Documents.

Policy on Criteria for Determining Materiality of Events

The Policy is framed in accordance with the requirements of the Regulation 30 ofSecurities and Exchange Board oflndia (Listing Obligations and Disclosure Requirements)Regulations 2015 (Regulations).

The objective of the Policy is to determine materiality of events or information of theCompany and to ensurethat such information is adequately disseminated in pursuance withthe Regulations and to provide an overallgovernance framework for such determination ofmateriality.

In the current financial year the Company has adopted following Policies and Codes asper Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015:

1. Code of Conduct for InsiderTrading.

2. Codeof EthicsforBoard Members and Senior Members.

3. Policy for identification of Group Companies.

4. Policy for determination of Material Litigation.

5. Policy for determination of outstanding dues to Creditors.

6. Policy for Preservation of Documents.

7. Whistle Blower Policy.

8. Policyfordeterminationof Materialityof Events.

9. Related PartyTransaction Policy.

Conservation Of Energy Research And Development Technology Absorption ForeignExchange Earnings And Outgo

The Company has not carried any activities relating to the conservation of energy. TheCompany has not acquired any technologies duringthe year under review.

As the Company has not carried out any activities relating to the export and importduringthe financial year.

There are foreign exchange expenditures during thefinancial year which are asfollows:

Travelling Expenses Rs. 40410
Sales Promotion NIL

Director's Responsibility Statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013:

i. That in the preparation of the Annual Accounts for the year ended March 31 2017the applicable accounting standards have been followed along with proper explanationrelatingto material departures if any;

ii. That the directors had 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 312017 andof the profit of the Company forthe year ended on that date;

iii. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. That the annual accounts have been prepared on a going concern basis;

v. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

vi. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Acknowledgement

On behalf of the Board I would like to thank the management and staff of ASLIndustries Limited who have worked hard for the growth and future of the Company. I amalso grateful to my fellow directors for their continued guidance advice and foresightthat helped steer the Group's business through the increasingly competitive industrylandscape. I extend my heartfelt gratitude to our Customers for their continued faith inour products and our business partners for their support to our business. Finally I thankour Shareholders for the trust and confidence they have placed in us. With your belief inus we are confident of keeping up the growth momentum and report even better results intheyears to come.

For and On behalf of the Board of Directors
For ASL INDUSTRIES LIMITED
SD/- SD/-
Ankit Goyal DilipKumar Goyal
DATE: 30th June 2017 Managing Director Director
PLACE: Kolkata (DIN: 00963125) (DIN: 00033590)