DEAR MEMBERS,
The Board of Directors of the Company are pleased to present the 32nd Annual
Report covering the operational and business performance of your Company, along with the
Audited Financial Statements for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
Financial results of your Company for the year ended 31st March 2023 is
summarized below:
|
(Amount in Hundreds) |
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations |
- |
819,828 |
| Other Income |
260,851 |
254,873 |
| Total Revenue |
260,851 |
1,074,702 |
| Total Expenses |
42,957 |
879,455 |
| Profit/Loss before Exceptional Item and Tax |
217,894 |
195,247 |
| Exceptional item (Loss/ (Profit) from Sale of Assets) |
- |
- |
| Profit before taxation |
217,894 |
195,247 |
| Less: Current Tax |
49,257 |
35,181 |
| Deferred Tax |
5,582 |
8,569 |
| Profit/Loss after taxation |
163,055 |
151,497 |
| Earnings Per Share (EPS) |
1.57 |
1.45 |
STATE OF COMPANY AFFAIRS
The Company has not carried our any business during the financial year 2022-2023. It
has disposed off its entire plant and machineries and used the sale proceeds for given
short-term loans and advances to generate income.
TRANSFER TO RESERVES
The Company has not transferred any amount to the reserve for the financial Year
2022-23.
DIVIDEND
No dividend is declared for the Financial Year ended 31st March, 2023.
SHARE CAPITAL
During the year under review, there was no change in the Authorized and Paid-up Share
Capital of the Company. The Authorized Capital of the Company is Rs. 11,00,00,000/- and
the Subscribed, Issued and Paid-up share Capital of the Company is Rs. 10,41,70,900/-
divided into 1,04,17,090 fully paid-up Equity Shares.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The particulars of loans given, investments made, guarantees and securities provided
during the year are disclosed in Note 13 of the Financial Statements forming part
of the Annual Report.
RELATED PARTY TRANSACTIONS
During the year 2022-23, your Company entered into material related party transactions.
Accordingly, disclosure with respect to the same in the Form AOC-2 in terms of Section 134
of the Companies Act, 2013 is annexed herewith and marked as Annexure - I to this
Report.
AUDITORS AND REPORTS
Statutory Auditors:
M/s. TDK & Co., Chartered Accountants, (FRN:109804W), were appointed as the
Statutory Auditors of the company to fill the casual vacancy caused by the resignation of
M/s. M B A H & Co., Chartered Accountants (Firm Registration Number: 121426W) for the
year 2022-2023.
The appointment of M/s. TDK & Co., Chartered Accountants, (FRN: 109804W), was
approved by members of the Company through Postal Ballot.
As per Section 139(8) of the Companies Act, 2013 (the Act), M/s. TDK & Co.,
Chartered Accountants, (FRN: 109804W) shall hold the office till the conclusion of the
next annual general meeting of the Company.
Further, the Board has approved the appointment M/s. TDK & Co., Chartered
Accountants, (FRN: 109804W), as the Statutory Auditors of the Company for a period of 5
(five) years from the conclusion of the 32nd Annual General Meeting to be held
in the year 2023 till the conclusion of 37th Annual General Meeting to be held
in the year 2028 at such remuneration as may be mutually decided.
Accordingly, the Board of Directors recommend the appointment of M/s. TDK & Co.,
Chartered Accountants, (FRN: 109804W), for a period five years for the approval of
shareholders at 32nd Annual General Meeting of the Company.
Auditors Report:
The reports given by the Auditors on the Standalone Financial Statements of the Company
for the financial year ended March 31, 2023 forms a part of this Annual Report and there
is no qualification, reservation, adverse remark or disclaimer given by the Auditors in
their Reports. The Auditors of the Company have not reported any fraud in terms of the
second proviso to Section 143 (12) of the Act.
Secretarial Audit and Report:
In terms of Section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Shikha
Naredi & Associates, represented by Ms. Shikha Naredi, Practicing Company Secretary as
the Secretarial Auditor of the Company for the financial year ended March 31, 2023.
The Secretarial Audit Report is annexed to this Boards Report and marked as Annexure
- II. Internal Audit:
M/s. Harnathka & Associates was appointed as an Internal Auditor of the Company for
the Financial Year 2022-23 by the Board of Directors of the Company.
Cost Audit
The provisions of Section 148 (1), of the Act is not applicable to the Company.
SUBSIDIARIES/ ASSOCIATE/ JOINT VENTURE
Your Company does not have any subsidiary, associate or Joint Venture.
CORPORATE GOVERNANCE
ASL Industries Limited is listed with NSE SME Platform and therefore as per Regulation
15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
compliance with the regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and
clauses (b) to (i) of subregulation of regulation 46 and para C, D and E of Schedule V is
not applicable to the entity.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the Company.
INTERNAL FINANCIAL CONTROL
The details of the internal financial control systems and their adequacy are included
in Management Discussions and Analysis Report, which forms part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Evaluation
The Board has carried out an evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration Committees. The Directors expressed their satisfaction with the evaluation
process.
During the year under review, there was no changes in the Board Composition of the
Company.
Board Meetings
During the year, 4 (Four) Board meetings were convened and held. The details of which,
together with the Committee Meetings are given below:
| Board Meeting |
30-05-2022 |
|
16-08-2022 |
|
03-11-2022 |
|
02-02-2023 |
| Audit Committee |
30-05-2022 |
|
16-08-2022 |
|
03-11-2022 |
|
02-02-2023 |
| Nomination & Remuneration Committee |
30-05-2022 |
|
16-08-2022 |
| Separate Independent Directors Meeting |
02-02-2023 |
Directors retire by rotation
Mrs. Jayshree Goyal, is liable to retire by rotation at the 32nd Annual
General Meeting of the Company and she being eligible has offered herself for
re-appointment. A brief detail of Mrs. Goyal is provided as Annexure-A to the Notice of
the Annual General Meeting.
Key Managerial Personnel
There was no change in Key Managerial Personnel of the Company as prescribed under
section 203 of the Companies Act, 2013. The Key Managerial Personnel of the Company are:
Mr. Ankit Goyal (Managing Director and Chief Financial Officer)
Ms. Simi Sen (Company Secretary)
Declaration by independent Directors
All independent directors have given declarations that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and under
regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations,
2015.
All the Independent Directors of the Company have enrolled their names in the online
database of Independent Directors maintained with Indian Institute of Corporate Affairs in
terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014.
Managerial Remuneration & Remuneration Policy
The Board has on the recommendation of the Nomination and Remuneration Committee framed
a policy for selection and appointment of Directors, Senior Management and their
remuneration.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section 134(3)
(c) of the Companies Act, 2013:
1. That in the preparation of the Annual Accounts for the year ended March 31, 2023 the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
2. That the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the profit of the Company for the year ended on that date;
3. That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
4. That the annual accounts have been prepared on a going concern basis;
5. That the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
6. That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
RISK MANAGEMENT POLICY
The Company has formulated a Risk Management Policy for dealing with different kinds of
risks which it faces in day-to-day operations of the Company. Risk Management Policy of
the Company outlines different kinds of risks and risk mitigating measures to be adopted
by the Board. The Company has adequate internal control systems and procedures to combat
the risk. The Risk management procedure will be reviewed by the Audit Committee and Board
of Directors on time- to-time basis.
VIGIL MECHANISM
The Company has formulated a Whistle Blower Policy and has established vigil mechanism
for employees including Directors of the Company to report genuine concerns. The
provisions of this Policy are in line with the provisions of the Section 177(9) of the
Act.
MANAGERIAL REMUNERATION & REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the Companys website at http://www.aslindustries.in.
CONSERVATION OF ENERGY
The Company has not carried out any activities relating to the conservation of energy.
TECHNOLOGY ABSORPTION
The Company has not acquired any technologies during the year under review.
DETAILS OF FOREIGN EXCHANGE EARNINGS AND OUTGO
Expenditure in foreign Currency NIL Earning in foreign currency NIL
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing
Regulations, a report on Management Discussion & Analysis Report is attached marked as
Annexure-III.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with all the applicable
Secretarial Standards issued by The Institute of Company Secretaries of India and approved
by the Central Government pursuant to Section 118 of the Companies Act, 2013.
OTHER DISCLOSURES
In terms of applicable provisions of the Act and SEBI Listing Regulations, the Company
discloses that during the financial year under review:
(i) there has been no change in the nature of business of the Company.
(ii) there were no material changes and commitments affecting the financial position of
the Company from the end of the financial year up to the date of this Report.
(iii) the Company has no obligatory requirement to set up any committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(iv) there were no proceedings for Corporate Insolvency Resolution Process initiated
under the Insolvency and Bankruptcy Code, 2016.
(v) there was no instance of one-time settlement with any Bank or Financial
Institution.
ACKNOWLEDGEMENT
The Board places on record its sincere appreciation for the continued support received
from the customers, members, suppliers, bankers, financial institutions and all other
business partners/associates.
| For and on behalf of the Board of Directors |
|
| ASL Industries Limited |
|
| SD/- |
SD/- |
| Ankit Goyal |
Dilip Kuma Goyal |
| Managing Director & CFO |
Director |
| DIN:00963125 |
DIN:00033590 |
| Date: 25-08-2023 |
|
| Place: Kolkata |
|
+91-9892691696
