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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

BOARD'S REPORT

To

The Shareholders

ASL Industries Limited

Your Directors are delightful in presenting the 27th Annual Report for thefinancial year 2017-2018. Financial Highlights

Financial results of your Company for the year ended 31st March 2018 are summarizedbelow.

Amount in ?

Particulars 2017-2018 2016-2017
Revenue from operations 707591654 564477103
Other Income 3053532 2410086
Total Revenue 710645186 566887189
Total Expenses 744348937 556759354
Profit/Loss before exception item (33703752) 10127835
Exceptional Item (1530685) 282380
Profit before taxation (32173062) 9845455
Less:
Current Tax - 1876050
Deferred Tax (10009242) 3039368
Profit/Loss after taxation (22163820) 4930037

Operational Review

The gross revenue increase to Rs. 7075.91 Lacs as compared to Rs.5644.77 Lacs for thecorresponding period in the previous year. The Loss Rs. 321.73 Lacs as compared to profitof 98.45 Lacs for the previous year. After providing for taxation expenses the Companyrecorded loss of Rs. 221.63 Lacs as against profit of Rs.49.30 Lacs in the previous year.

Dividend

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

Transfer to Reserves

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

Subsidiaries/ Associate/ Joint Venture

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

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 bythe Company

Your Company has not given any Loan or provided any guarantees or made any investmentscovered under the provisions of section 186 of the Companies Act 2013 during theFinancial Year 2017-18.

Share Capital

The Authorized Capital of Rs. 110000000.00 and the Subscribed Paid-up and IssuedCapital of the Company Rs. 104170900.00 as on 31st day of March 2018.

Meetings

During the year 7 (Seven) Board Meetings were convened and held and the intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

The dates on which the Board Meetings were held areas under:

12.04.2017

09.05.2017

30.06.2017

17.07.2017

13.11.2017

24.11.2017 and 30.03.2018.

Extract of Annual Return

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

Board of Directors and Key Managerial Personnel

Mr. Dilip Kumar Goyal retires by rotation and being eligible offers himself forre-appointment.

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 underregulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations2015.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and under regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration Committees.

Related Party Transactions

Details of Related Party Transactions are mentioned in Notes to the financial statementfor the year ended 31st March 2018.

Vigil Mechanism

The Company has formulated a Whistle blower policy and has established vigil mechanismfor employees including Directors of the Company to report genuine concerns. Theprovisions of this Policy are in line with the provisions of the Section 177(9) of theCompanies Act 2013.

Audit Committee

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

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

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

Statutory Auditors

In accordance with Sec 139 of the Companies Act 2013 M/s. S.K. Naredi & Co.Chartered Accountants (FRN: 003333C) were appointed by the shareholders of the Companyat the Annual General Meeting held on 30th day of September 2014 as StatutoryAuditors for a period of 5 years to hold office until the conclusion of the forthcomingAnnual General Meeting of the Company to be held in calendar year 2019.

In accordance with the provisions of Section 139142 and other applicable provisions ofthe Companies Act 2013 and of the 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 for theFinancial Year 2017-18.

M/s. S.K. Naredi & Co. Chartered Accountants have confirmed that they areeligible for having their appointment as Statutory Auditors ratified at this AnnualGeneral Meeting.

Auditors Report

There is no qualification reservation or adverse remarks or disclaimer made by theAuditors in their report on the financial statement of the Company for the Financial Yearended on 31st March 2018.

Secretarial Audit and Report

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Shikha Naredi Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as "AnnexureII".

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 ofthe accounting records and the timely preparation of reliable financial information.

b) The Company has appointed M/s. Hamathka & Associates Chartered Accountants asInternal

Auditor to test the Internal Controls and to provide assurance to the Board thatbusiness operations of the organization are in accordance with the approved policies andprocedures of the Company. The Internal Auditor presents the Internal Audit Reporthighlighting internal audit findings and status of Management Action Plan on the InternalAudit observations.

Risk Management

The Company has formulated a Risk Management Policy for dealing with different kinds ofrisks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures to combatthe risk. The Risk management procedure will be reviewed by the Audit Committee and Boardof Directors on time to time basis.

Material changes and commitments affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the ends of the financial year of the Company.

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"has been 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 work place of any women employee. The Company has adopted"Anti-Sexual Harassment Policy" constituted "Redressal Committee" asrequired under section 4 (1) of Sexual harassment of women at work place (preventionprohibition and redressal) Act 2013.

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

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 during the year under review.

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

There were no foreign exchange earnings and outgo during the year.

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 2018 theapplicable accounting standards have been followed along with proper explanation relatingto 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 31 2018 andof the profit of the Company for the 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 inthe years to come.

For and On behalf of the Board of Directors For ASL INDUSTRIES LIMITED

Sd/- Sd/-
Ankit Goyal Dilip Kumar Goyal
Managing Director & CFO Director
DIN:00963125 DIN: 00033590
DATE: 30/05/2018
PLACE: Kolkata