FOR THE YEAR ENDED MARCH 312022:
The Directors of your Company have immense pleasure in presenting the 48th AnnualReport of the business and operations of the Company along with the Audited FinancialStatements for the Financial Year ended March 312022:1. Financial Results: TheSummary of financial results is given below:-
| || ||(Rs. Lakhs |
| ||Year ended March 31 2022 ||Year ended March 31 2021 |
|Revenue from Operations ||10013.28 ||7726.87 |
|Profit/(Loss) before Depreciation & Amortization Interest & Tax (PBDIT) & before exceptional items ||738.84 ||455.82 |
|Less: Depreciation & Amortization ||371.93 ||402.34 |
|Profit/(Loss) before Interest and Taxes (PBIT) ||366.91 ||53.48 |
|Interest & Financial expenses ||334.31 ||429.33 |
|Profit/(Loss) before Tax (PBT) ||32.60 ||(375.85) |
|Less: - Provision for Tax || || |
|-Current/Tax for earlier years ||*284.21 ||00.00 |
|- Deferred Tax ||61.14 ||(2.66) |
|Profit/(Loss) after Tax (PAT) for the year ||(312.75) ||(378.51) |
|Add/Less: Other Comprehensive Income ||22.51 ||45.23 |
|Total Comprehensive income for the year ||(290.24) ||(333.28) |
|Earnings perShare (Rs.) || || |
|Basic & Diluted ||(2.15) ||(2.61) |
|Dividend perShare (Rs.) ||- ||- |
*Current Tax includes Income tax paid for the earlier years underVivad SeVishvas' Scheme.
2. Financial Performance:
During the year under review there is progress in the overall performance of theCompany as compared to the previous year's performance. Your Company has registeredincrease in revenue from operation of Rs. 10013.28 lakhs as compared to that of Rs.7726.87 lakhs in the previous year. During the year your Company has earned profit beforeDepreciation & Amortization and Interest & Taxes (PBDIT) of Rs. 738.84 lakhs ascompared to that of Rs. 455.82 lakhs. The Company has earned the said profit afterprovision for Depreciation & Amortization of Rs. 371.93 lakhs (previous year ofRs. 402.34 lakhs) and profit before taxes (PBT) of Rs. 32.60 lakhs as compared tothe loss of previous year of Rs. 375.85 lakhs.
After provision for taxation & deferred tax of Rs. 345.35 lakhs (previousyear of Rs. 2.66 lakhs) there was a loss of Rs. 312.75 lakhs as compared toprevious year loss of Rs. 378.51 lakhs. The overall performance of the Company hasimproved during this year.
During the year the company was passing through Covid-19 in the first half of theyear. There was adverse impact on the economy during the first half year which resulted inslowdown throughout the country. The working of the company in terms of low capacityutilization low production levels and sales was also affected due to liquidity tightnessand slowdown. However the performance of the company improved in the second half of theyear and successful in achieving the projections for the year
3. Foreign Exchange Earnings:
During the year your company has earned net foreign exchange of Rs 245.21 lakhs asexports as against Rs 146.51 lakhs in the previous year. There was no outgo of foreigncurrency during the year.
The Company has retained its ISO/TS 16949 certifications for its QualityManagement System.
During the period under review and in view of the loss the Board has decided not torecommend any dividend for the financial year 2021-2022.
6. Investor Education and Protection Fund (IEPF):
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") the declared dividends which remained unpaid or unclaimed for a period ofseven years shall be transferred by the Company to the Investor Education and ProtectionFund (IEPF) established by the Central Government.
Accordingly the Unpaid Interim Dividend for the F.Y. 2009-10 and Final Dividend forthe F.Y. 2010-11 and the shares corresponding to the unclaimed dividend for theconsecutive seven years have been transferred to Investor Education and Protection Fund(IEPF) in 2017 and 2018 respectively.
The list of equity shareholders whose shares are transferred to IEPF can be accessed onthe website of the Company at www.asarouDindia.com.
During the period under review no amount was transferred to reserves.
8. Management Discussion and Analysis Report:
In terms of the provisions of Regulation 34 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ( SEBIListing Regulations") the Management Discussion and Analysis Report is presentedin a separate section forming part of the Annual Report.
9. Adequacy of Internal Control:
The Company has a proper and adequate system of internal control to ensure that allassets are safeguarded properly utilized and protected against loss from un-authorizeduse or disposition and those transactions are authorized and recorded by the concerneddepartments properly and reported to the Audit Committee/ Board effectively.
The Company has also in place adequate internal financial controls with reference tofinancial statements. Such controls are tested from time to time and no reportablematerial weakness in the design or operation has been observed so far.
10. Cash Flow Statement:
In conformity with the provisions of Regulation 34 of the SEBI Listing Regulations theCash Flow Statement for the year ended 31st March 2022 is annexed hereto.
11. Share Capital:
The paid-up share capital of the Company as at March 31 2022 is Rs. 7.25 Croresconsisting of 14514580 equity shares of Rs. 5 per share. The Company currently has nooutstanding shares issued with differential rights sweat equity or ESOS.
12. Subsidiary Joint Venture and Associate Companies:
The company does not have any subsidiary.
13. Names of the Companies which have become Subsidiary Joint Ventures or AssociateCompanies during the year:
During the year under review no Companies have become Subsidiary Joint Venture orAssociate Company.
14. Obligation of Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal)Act 2013:
In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 your Company has formulated a Policy to preventSexual Harassment of Women at Workplace. During the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
15. Vigil Mechanism:
Regulation 22 of the SEBI Listing Regulations & Sub section (9 & 10) of Section177 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014inter alia provides for all listed companies to establish a vigil mechanism called"Whistle Blower Policy" for Directors and employees to report genuine concernsabout unethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethics policy.
The Company has established a Vigil Mechanism and a Whistle Blower Policy in accordancewith the provisions of the Act and Listing Regulations. Disclosures can be made by awhistle- blower through an email or a letter to the Chairman of the Audit Committee foremployees and Directors of the Company for expressing the genuine concerns of unethicalbehavior actual or suspected fraud or violation of the codes of conduct. It is affirmedthat
during the year the Company has not received any complaint under Vigil Mechanism /Whistle Blower Policy and no personnel has been denied access to the Audit Committee. TheVigil Mechanism Policy can be accessed at the Company's website at www.asaroupindia.com.
16. Research And Development:
The Company is developing certain machineries (Special Purpose Machines) as per itsvarious inhouse production process requirements along with for the requirements of itsgroup companies as and when required.
17. Human Resource Development:
The Company has a team of able and experienced professionals and is always followingthe policy of creating a healthy environment and work culture resulting into harmoniousinter-personal relations.
18. Risk Management:
The Risk Management Policy required to be formulated under the SEBI Listing Regulationshas been duly formulated and approved by the Board of Directors of the Company. The aim ofRisk Management Policy is to maximize opportunities in all activities and minimizeadversity. The policy includes identifying types of risks and its assessment riskhandling monitoring and reporting which in the opinion of the Board may threatenexistence of the Company.
The Risk Management Policy can be accessed at the Company's websiteatwww.asaroupindia.com.
19. Directors and Key Managerial Personnel (KMPs):
Liable to retire by Rotation: In accordance with the provisions of Section 152 ofthe Companies Act 2013 and Articles of Association of the Company Mrs. Dalvinder KaurRyait Executive Director (DIN: 00572812) and Mrs Amarjit Kaur Executive Director (DIN:00572776) retire by rotation at the conclusion of the ensuing Annual General Meeting andbeing eligible offer themselves for re-appointment. The Board recommended theirappointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting.
Independent Directors: Mr. Avinash Sharma Independent Director resigned from theBoard due to pre-occupation and mentioned that there was no other material reason for suchresignation. The Board as a whole appreciated the contribution by Mr. Avinash Sharma andhis support for the Company during his tenure. The Board of Directors then on therecommendation of the Nomination and Remuneration Committee appointed CA Kanwalpreet SinghWalia as an Additional Director (under the capacity of Independent Director). Being aChartered Accountant he has a professional expertise in Accounting Taxation and Auditfor more than 35 years. The Company is conducting Postal Ballot at which the specialresolution will be passed for taking approval for the appointment of CA Kanwalpreet SinghWalia as an Independent Director.
Declaration by Independent Directors: The
Independent Directors have submitted their disclosures to the Board that they fulfillall the
requirements as prescribed in the provisions of Section 149(6) of the Companies Act2013 and SEBI Listing Regulations so as to qualify themselves to be appointed asIndependent Directors.
In the opinion of the Board the independent directors possess appropriate balance ofskills experience and knowledge as required. All the Independent Directors on the Boardof the Company are registered with the Indian Institute of Corporate Affairs (MCA) asnotified by the Central Government under Section 150(1) of the Companies Act 2013 andhave either undergone or shall undergo online proficiency selfassessment test ifapplicable within the time prescribed by the 11CA.
Company's Policy relating to Directors' appointment payment of remuneration anddischarge of their duties: The Nomination and Remuneration Committee of the Companyhas formulated a Nomination & Remuneration Policy' which includes the criteriafor determining qualifications positive attributes independence of a director and othermatters as provided under section 178(3) of the Companies Act 2013. The Nomination andRemuneration Policy is annexed hereto and forms part of this report as Annexure II.
Familiarization Programme for Board Members:
Your Company has formulated Familiarization Programme for all the Board Members inaccordance with Regulation 25 of the SEBI Listing Regulations and Schedule IV of theCompanies Act 2013 which provides that the Company shall familiarize the IndependentDirectors with the Company their roles rights responsibilities in the Company natureof industry in which the Company operates business model of the Company etc throughvarious programs.
The Familiarization Program for Board Members may be accessed on the Company's websitewww.qsqroupindia.com.
Annual Evaluation of the Board Performance: The
meeting of the Independent Directors of the Company for the financial year 2021-22 washeld on 14 February 2022 to evaluate the performance of NonIndependent DirectorsChairperson of the Company and the Board as a whole.
The evaluation was done by way of discussions on the performance of the Non-IndependentDirectors Chairman and the Board as a whole. The Policy on the performance evaluation ofIndependent Directors Board Committees and other individual Directors which includescriteria for performance evaluation of Non-Executive Directors and Executive Directors hasbeen formulated by the Company in the following manner:
|Sr. Performance No. evaluation of ||Performance evaluation performed by |
|1. Board and individual Directors ||Board after seeking inputs from all directors |
|2. Board Committees ||Board seeking inputs from all Committee members |
|3. Individual Directors ||Nomination and Remuneration committee |
|4. Non-Independent directors Board as a whole and the Chairman ||Separate meeting of Independent Directors after taking views from Executive Directors and Other shareholders |
|5. Board its Committees and individual Directors ||At the Board Meeting held after the meeting of the Independent Directors based on evaluation carried out as above. |
Key Managerial Personnels: In compliance with the provisions of Section 203 of theCompanies Act 2013 following are the Key Managerial Personnels (KMPs) of the Company ason 31st March 2022.
|Sr. No. Name ||Designation |
|1 Jasbir Singh Ryait ||Chairman and Managing Director |
|2 Surinder Singh Ryait ||Managing Director |
|3 Deepak Chopra ||Chief Financial Officer |
|4 Daks hi Narang ||Company Secretary & Compliance Officer |
20. Numberof Meetings of the Board:
During the year under review the Board met six times. The details of Board Meetingsare set out in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed under theCompanies Act 2013.
21. Committees of the Board:
Currently the Board has three committees: the Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee. All committees consist ofa combination of Independent as well as Non-Independent Directors as stipulated under theprovisions of the Companies Act 2013.
A detailed note on the Board and its Committees is provided under the CorporateGovernance Report section in this Annual Report. The composition of the committees andcompliances as per the applicable provisions of the Act and Rules are as follows:
|Name of the Committee ||Composition of the Committee ||Highlights of Duties responsibilities and activities. |
|Audit Committee ||Mr. Sharwan Sehgal ||The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Company's Code of Conduct and Ethics. |
| ||Chairman || |
| ||*Mr. Avinash Sharma || |
| ||Mr. Jasbir Singh Ryait || |
| ||Dr. Sehijpal Singh Khangura ||In accordance with the provisions of the SEBI Listing Regulations the Company has formulated policies on related party transactions and material subsidiaries. The policies are available on the website www.asarouoindia.com. |
|Nomination and Remuneration Committee ||Mr. Pardeep Sehgal Chairman Mr. Sharwan Sehgal *Mr. Avinash Sharma Dr. Sehijpal Singh Khangura ||The committee overseas and administers executive compensation reviews the compensation program to align both short term and long term compensation with business objectives and to link compensation with the achievement of measurable performance goals. The Nomination and Remuneration Committee has framed the Nomination and Remuneration Policy. A copy of the policy is appended as Annexure II |
|Stakeholders Relationship Committee ||Mr. Pardeep Sehgal Chairman Mr. Sharwan Sehgal *Mr. Avinash Sharma ||The committee reviews and ensures redressal of investor grievances. The committee noted that all the grievances of the investors have been resolved during the year. |
| ||Dr. Sehijpal Singh Khangura || |
Resignedw.e.f. 25 February2022.
22. Auditors Audit Report and Audited Accounts: Statutory Auditors:
M/s Sukhminder Singh & Co. (ICAI Firm Registration No. 016737N) CharteredAccountants Ludhiana were re-appointed as Statutory Auditors of the Company in 47thAnnual General Meeting to hold office till the conclusion of 52nd Annual General Meeting(AGM).
Further the Statutory Auditors of the Company have submitted Auditors' Report on theaccount of the Company for the Financial Year ended 31s* March 2022.
The Auditors' Report read with the notes to the accounts referred to therein areself-explanatory and therefore do not call for any further comments. There are noqualifications reservations or adverse remarks made by the Auditors.
The Company is maintaining the Cost Records as specified by the Central Governmentunder Section 148 of the Companies Act 2013. The Board of Directors had appointed M/sPawan & Associates Cost Accountants Mohali as the CostAuditors of the Company toconduct Cost Audit of the accounts of the
Company for the financial year ended March 31 2023. Flowever as per the provisions ofSection 148 of the Companies Act 2013 read with Companies (Cost Audit and Records) Rules2014 the remuneration to be paid to the Cost Auditors is subject to ratification by themembers at the Annual General Meeting. Accordingly the remuneration to be paid to M/sPawan & Associates Cost Accountants Mohali for the financial year 2022-23 is placedfor ratification by the members.
Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s PS. Dua & Associates Practising Company Secretaries wereappointed as the Secretarial Auditor of the Company by the Board of Directors of theCompany in their meeting held on 14lh February 2022 for auditing the secretarial recordsof theCompanyforthefinancial year2021-22.
The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 asrequired under Section 204 of the Companies Act 2013forthe financial year ended March 312022. The Board's remarks on the deviations marked/observations of the Secretarial Auditorare as follows:
|Sr. No. Compliance Requirement (Act/Regulations/ circulars / guidelines including specific clause) ||Deviations ||Board's remarks |
|1. Regulation 30 & Schedule -III- Part-A-Para-7B of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (ii) The independent director ||The information provided to the stock exchange as regards resignation of Independent Director Mr. Avinash Sharma specifically not provided that there is no other material reason other than that ||The Company has made disclosure to the Stock Exchange within prescribed time along with the resignation letter as received by the Company from Mr. Avinash Sharma mentioning the reason(s) of his resignation from the directorship of the Company. Further |
|shall along with the detailed reasons also provide a confirmation that there is no other material reasons other than those provided. ||provided. ||there was no other material reason than that provided as confirmed by the resigning Independent Director himself to the Company. |
|2. Section 148 of the Companies Act 2013 read with Rule 6(5) of The Companies (Cost Records and Audit) Rules 2014 read with Ministry of Corporate Affairs Circulars ("MCA Circulars") No. 15/2021 and 18/2021 dated 27th September 2021 and 29th October 2021 respectively. ||Cost Audit Report was presented before the Board of Directors on 27th February 2022 as against the requirement to present the same by 30th November 2021 ||Cost Audit Report for the Financial Year 2020-2021 was received by the Company from the Cost Auditor on 27th February 2022 and the same was filed with MCA vide SRN No. T83546606 dated 28th February 2022. |
|3. The Employees' State Insurance Act 1948 ||There were certain delays in depositing ESI dues ||Due to Covid-19 and resultant restrictions there was delay in depositing ESI dues. |
The Board of Directors assures the shareholders to make necessary efforts towards thecompliance of the above mentioned provisions from the next financial year onwards as andwhen applicable.
The said Report forms part of this Annual Report as Annexurelll.
23. Corporate Governance:
The Company has in place a system of Corporate Governance. Corporate Governance isabout maximizing shareholders value legally ethically and sustainably.
A separate report on Corporate Governance forming part of the Annual Report of theCompany is annexed hereto. The requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance is annexed to the reporton Corporate Governance as Annexure I.
During the year under review the Company has not accepted any deposits from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 and as such no amount of principal or interest ondeposits from public was outstanding as on the date of the balance sheet.
25. Particulars of Loans Guarantees and Investments:
Particulars relating to Loans Guarantees and Investments under Section 186 of theCompanies Act 2013 are provided in the notes to the Financial Statements.
26. Related Party Transactions:
All related party transactions that were entered into during the financial year werein the ordinary course of Company's business and were on arm's length basis. During theyear the Company had not entered into any contract arrangement or transaction with anyrelated party which could be considered as material within the provisions of Regulation 23of SEBI Listing Regulations. Accordingly the disclosure of Related Party Transactions asrequired under Section 134 of the Companies Act 2013 in Form AOC-2 is not applicable.
All the related party transactions are placed before the Audit Committee for approvalon a quarterly basis. Members may refer to Note 44 to the Financial Statements which setsout related party disclosures pursuant to IndAS.
The Policy on dealing with related party transactions and the Policy for determiningmaterial subsidiaries as approved by the Board of Directors may be accessed on theCompany's website www.asgroupindia.com.
27. Remuneration of Directors/ Employees and related analysis:
During the period under review no employee of the Company received salary in excess ofthe limits as prescribed under the Act. Accordingly no particulars of employees are beinggiven pursuant to Section 134 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The disclosures in respect of managerial remuneration as required under Section 197read with Rule V of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the company forms part of this report as perAnnexure IV.
28. Code of Conduct:
The Board has laid down a code of conduct for Board Members and Senior ManagementPersonnel of the Company. The code incorporates the duties of Independent Directors aslaid down in the Companies Act 2013. The said code of conduct is posted on Company'swebsite www.asaroupindia.com.
The Board Members and Senior Management Personnel have affirmed compliance with thesaid code of conduct. A declaration signed by the Chairman and Managing Director is givenat the end of the Corporate Governance Report.
29. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
In accordance with the requirements of Section 134 of
the Companies Act 2013 statement showing particulars with respect to conservation ofenergy technology absorption and foreign exchange earnings and outgo is furnished asAnnexure V to this report.
30. Annual Return:
Pursuant to Section 92(3) of the Companies Act 2013 a copy of the draft Annual Returnas on March 31 2022 has been placed on the website of the Company and the web link ofsuch Annual Return is https://asauto.in/pdf/compliance/Qther%20Compliances/Annual%20Return-31.03.2021 .pdf.
31. Corporate Social Responsibility:
The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility are not applicable to the Company.
32. Compliance with Secretarial Standards:
The Board of Directors affirm that the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI)relating to the Board and General Meetings.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/initiation on these matters during theperiod under review:-
a) Material changes and commitments affecting the financial position of the Companythat has occurred between the end of the financial year of the Company and the date ofsigning of this report;
b) Details relating to deposits covered under Chapter V of the Act;
c) Any fraud reported by the Auditors of the Company under Section 143(12) read withrule 13 of Companies (Audit and Auditors) Rules 2014;
d) Significant material orders passed by Regulators or Courts or Tribunals which impactthe going concern status and the Company's Operations in future;
e) Change in the nature of business of the Company;
f) Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code2016;and
g) The requirement to disclose the difference between amount of the valuation done atthe time of one time settlement and the valuation done while taking loan from the Banks orFinancial Institutions along with the reasons there of is not applicable.
24. Directors' Responsibility Statement:
Pursuant to the provision of Section 134(5) of the Companies Act 2013 the Boardhereby submit its responsibility statement. Your Directors confirm:
i. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
ii. that your Directors have selected appropriate 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 at the end of thefinancial year March 312022 and of the loss of the Company for the said financial year;
iii. that your 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 your Directors have prepared the annual accounts on a going concern basis;
v. that your Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. that your Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors place on record their sincere appreciation and gratitude to thecontinuing patronage and trust of our valued customers bankers financial institutionsbusiness associates shareholders and other statutory authorities who have extended theircontinued support and encouragement to your Company. Your Directors wish to convey theirdeep appreciation to the dealers distributors of the Company for their achievements inthe field of sales and service and to suppliers and vendors and other business associatesfor their valuable support.
Your directors also place on record their sincere appreciation for the enthusiasm andcommitment of all its employees for the growth of the Company and look forward to theircontinued involvement and support.
|Place: || |
Ludhiana For and on behalf of the Board of Directors
|Date: 13.08.2022 || |
|Sd/- ||Sd 1- |
|Jasbir Singh Ryait ||Harkirat Singh Ryait |
|Chairman & ||Executive Director |
|Managing Director || |
|DIN:00104979 || |