accuracy shipping ltd share price Directors report

To,

The Members,

Accuracy Shipping Limited

The Board of Directors have pleasure in presenting this 15th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS:

The financial performance of your Company for the Financial Year ended on March 31, 2023 vis-a-vis previous Financial Year ended March 31,2023 is given below:

(Amounts in Rupees Millions)

The brief financial	Standalone		Consolidated
results are as under	Current FY Ended 31.03.2023	Previous FY Ended 31.03.2022	Current FY Ended 31.03.2023	Previous FY Ended 31.03.2022
Revenue from operations	8756.51	8180.92	8773.40	8241.03
ADD: Other Income	14.45	18.70	14.57	19.90
Total Revenue	8770.96	8199.61	8787.97	8260.93
EXPENSES
Employee benefit expenses	139.95	90.60	141.36	99.24
Finance Cost	117.54	88.17	117.55	88.25
Depreciation	123. 31	123.93	123.35	125.08
Other Expenses	8273.95	7631.37	8185.51	7680.37
Total Expenses	8654.75	7934.07	8567.77	7992.94
Profit before Tax	116.22	265.54	120.20	267.99
Tax Expenses	37.97	86.3	38	86.67
Profit after tax	79.25	179.24	82.19	181.32
No. of Shares*	150.56	15.06	150.56	15.06
Earnings Per Share*	0.53	11.90	0.55	12.02

* The stock has been splitted from a Face Value of 10 Rs each fully paid up to 1 Rs each fully paid up vide resolution passed through Meeting held on 19.01.2023 via Postal Ballot

* The Number of Shares has been increased from 15056000 to 150560000 due to split of shares from a Face Value of Rs. 10/- each fully paid up to Rs, 1/- each fully paid up.

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY:

Standalone: Your Company has reported total Income of Rs. 8770.96/- mn for the Financial Year ende< March 31, 2023 as compared to Rs. 8199.61/- mn in the previous year ended March 31, 2022 and th< net profit for the year under review amounted to Rs. 79.25/- mn in the current year as compared to Rs 179.24 /- mn of previous year.

Consolidated: Your Company has reported total Income of Rs. 8787.97/- mn for the Financial Yea ended March 31,2023 as compared to Rs. 8260.93/- mn in the previous year ended March 31,2022 an< the net profit for the year under review amounted to Rs. 82.19/- mn in the current year as compared t< Rs. 181.32/- mn of previous year.

3. DIVIDEND:

Based on Companys Performance, the Board of Directors has declared interim dividend of Rs. 0.25 pe equity share (2.5% per share before split and 25% per share after split) (Face value of Rs. 10/- pe sharer) before split of share in its meeting held on August 10, 2022. Your Board of Directors consider; this as a Dividend for financial year 2022-23.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is availabk on the Companys website on http://www.aslindia.net/corporate-governance/policies-code-of-conduct terms-conditions-etc-.html

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no changes in the nature of business of your Company during the year under review.

5. EXTRACT OF ANNUAL RETURN

Extract Of Annual Return Pursuant to Section 134(3)(a) of the Act, the draft annual return as on 31s March 2023, prepared in accordance with Section 92(3) of the Act, is made available on the website o the Company and can be assessed using the link: www.aslindia.net

6. BOARD MEETINGS AND ATTENDENCE

The Directors of your Company met at regular intervals with the gap between two meetings no exceeding 120 days to review Companys policies and strategies apart from the Board matters. Durirn the year under review, the Board of Directors met 16 times on 18-04-2022, 22-04-2022, 30-05-2022, 05 07-2022, 13-07-2022,10-08-2022,06-09-2022, 16-09-2022-, 17-09-2022,28-10-2022, 14-11-2022, 14-12 2022, 10-01-2023. 01-02-2023. 15-02-2023. 30-03-2023.

	No. of Board meeting
	No. Meetings held	Attended
Vinay Dinanath Tripathi	16	16
Rama Vinay Tripathi	16	16
Vikas Jain	16	16
JayantiramMotiram Choudhary*	15	15
Shankarlal Budharam Bochaliya*	15	15
Rahul Kumar Mandowara*	15	15
Vishal Jiyalal Bisen*	1	1
Varun Kacholia*	1	1
Raj Kumar Poddar*	1	1

* Mr. Rahul Kumar Mandowara, Mr. Shankarlal Bochaliya & Mr. Jayantiram Choudhary resigned from the board w.e.f 15/02/2023. Mr. Vishal Bisen, Mr. Raj Kumar Poddar & Mr. Varun Kacholia appointed w.e.f 16/02/2023.

7. 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 term of Section 134(3)(c) of the Companies Act 2013 that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Indian accounting standards have been followed and there are no material departures for the same;

b. Company have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the Company as on March 31,2023 and of the profits of the Company for the year ended on that date.

c. Company 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;

d. Company have prepared the annual accounts on a going concern basis.

e. Company have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

f. The Company had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has its internal financial control systems commensurate with the size of its operations. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including optimal utilization of resources, reliability of its financial information and compliance and timely preparation of reliable financial information.

Clearly defined roles and responsibilities have been institutionalized. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Companys operations.

9. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2023, the Company has proposed to carry an amount of Rs 79.25/- Mn. to General Reserve Account.

10. DEPOSITS:

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposit) Rules, 2014; therefore there was no principal or interest outstanding as on the date of the balance sheet.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not made / given / advanced any Loan, Guarantee during the financial year covered under section 186 of the Companies Act, 2013.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature.

All the transactions with related parties entered into during the financial year under review were at an arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

13. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY/IES:

As on the date of this report, Company has only one wholly owned subsidiary i.e. M/s. Jayant Logistics Private Limited (U63020GJ2010PTC061181) having registered office at Plot No. 3, Ishan Ceramic Zone, 3rd Floor, Shop No. T-3, Wing A, Morbi - 363642, Gujarat India.

However M/s. A.R.S. International Private Limited (U63020GJ2013PTC074018), which was wholly owned subsidiary and M/s. A.R.S. Terminals (India) Private Limited (U63030GJ2018PTC100397) which was a subsidiary in previous year has been ceased to be subsidiary.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act") read with Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the Subsidiaries in Form No. AOC-1 is attached as Annexure- 2 to this report. The statement also provides details of the performance and the financial position of the subsidiaries.

14. CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements for the financial year ended March 31, 2023, are prepared in accordance with Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 and other relevant provisions of the Act.

As per the provisions of Section 136 of the Act, the Company has placed separate audited accounts of its subsidiaries on its website at www.aslindia.net and a copy of separate audited financial statements of its subsidiaries will be provided to shareholders upon their request.

15. LISTING AT STOCK EXCHANGES

The Companys equity shares were listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from June 22, 2018 and Migrated to NSE Main Board December 11, 2020. Annual Listing fees has been duly paid by the Company to the Exchange.

16. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

As per the provisions of Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014 there is no material changes has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting the financial position of the Company.

17. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereafter, M/s Lahoti & Lahoti, Chartered Accountants (Firm Registration No: 112076W), Gandhidham has been appointed as Statutory Auditors of the Company from the conclusion of the 12th Annual General Meeting (AGM) of the Company held on 30th of September, 2020 till the conclusion of 17th Annual General Meeting.

In pursuant to Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of statutory auditor is not required to be ratified at every annual general meeting.

COMMENTS ON AUDITORS REPORT OR EXPLANATION TO AUDITORS REMARKS:

The Auditors Report for the financial year ended on March 31,2023 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark. There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

18. SECRETARIAL AUDITOR:

The Board has appointed M/s. Piyush Prajapati & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31,2023 is annexed herewith marked as Annexure: 7 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

19. MEETING OF INDEPENDENT DIRECTORS:

Meeting of the Independent Directors without the presence of Non- Independent Directors and members of Management was duly held on February 15, 2023, where the Independent Directors inter alia evaluated the performance of Non-Independent Directors and the Board of Directors as a whole, reviewed the performance of Chairperson of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management of the Company and the Board of Directors.

20. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. Based on the declarations submitted by the Independent Directors, Board is of the opinion that the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the Management.

Independent Directors have also confirmed of having complied with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, by including/ registering their names in the data bank of Independent Directors maintained with Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience, including the proficiency required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company.

21. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

All Directors including Independent Directors go through a structured orientation/ familiarization programme to make them familiar with their roles, rights and responsibilities in the Company at the time of appointment and also on a recurrent basis. The details of various programmes undertaken for familiarizing the Independent Directors are available on the website of the Company at www.aslindia.net.

22. BOARD EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations, Company has put in place a criteria for annual evaluation of performance of Chairperson, Individual Directors (Independent & Non - Independent), Board Level Committees and the Board as a whole.

Board evaluated the effectiveness of its functioning and that of Committees and of Individual Directors by seeking their inputs on various aspects of Board/ Committee Governance. Aspects covered in the evaluation included criteria of corporate governance practices, role played by the Board in decision making, evaluating strategic proposals, discussing annual budgets, assessing adequacy of internal controls, review of risk Management procedures, participation in the long-term strategic planning, the fulfilment of Directors obligations and fiduciary responsibilities and active participation at Board and Committee meetings. Performance evaluation was made on the basis of structured questionnaire considering the indicative criteria as prescribed by the Evaluation Policy of the Company. The evaluation policy can be accessed on the website of the Company at www.aslindia.net.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Board were evaluated.

23. INTERNAL AUDITOR:

CA Khushboo Goyal (Membership No. 184274) is the Internal Auditors of the Company.

The idea behind conducting Internal Audit is to examine that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditors reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.

24. BOARDS RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report for the year ended 31st March, 2023. During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provision relating to Section 134(3)(m) read with rule 8 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 relating to conservation of energy and technology absorption, earnings and outgo in foreign exchange during the financial year 2022-2023 has been stated under:

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy- Your Company applies stringent control systems to monitor day to day power consumption. It ensures optimal usage of energy and mitigates wastage to the extent possible.

(ii) The steps taken by the company for utilising alternate sources of energy - Company has installed solar electricity generators at various locations of presence of Company as alternate source of energy and to promote green energy.

(iii) The capital investment on energy conservation equipment - Capital Investment on conservation equipments forms part of tangible asset and can be traced from there.

(B) Technology absorption-Your Company has developed its own ERP which forms part of intangible asset, wherein company is able to track each and every consignment from scratch till it reaches to consignee.

(C) Foreign exchange earnings and Outgo-

amount in Millions)

Foreign exchange earnings	1887.72
Foreign exchange Outgo	704.76

26. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2023, The Board consists of following Directors

Name of Director	Designation
Mr. Vinay Dinanath Tripathi	Managing Director
Mrs. Rama Vinay Tripathi	Wholetime Director
Mr. Vikas Jain	Non-Executive Director
Mr. Vishal Jiyalal Bisen	Non-Executive Independent Director
Mr. Varun Kacholia	Non-Executive Independent Director
Mr. Raj Kumar Poddar	Non-Executive Independent Director

i. Appointments and Resignations during the year under review:

Directors:

. Mr. Rahul Kumar Mandowara (DIN 08068972), Mr. Jayantiram Choudhary (DIN: 02617118), Mr. Shankarlal Bochaliya (DIN: 08068906), Independent Directors of the Company resigned with effect from February 15, 2023 due to completion of their tenure.

. Members of the Company through postal ballot by way of remote e-voting approved the reappointment of Mr. Vinay Dinanath Tripathi (DIN: 02344536) as Managing Director of the Company for a second term of 5 (five) consecutive years with effect from January 11,2023.

. Members of the Company through postal ballot by way of remote e-voting approved the reappointment of Mrs. Rama Vinay Tripathi (DIN: 05133579) as Wholetime Director of the Company for a second term of 5 (five) consecutive years with effect from January 11,2023.

. Members of the Company through postal ballot by way of remote e-voting approved the appointment of Mr. Vishal Bisen (DIN: 05172065), Mr. Varun Kacholia (DIN: 05190391) & Mr. Raj Kumar Poddar (DIN 00358329) as Indepedent Director of the Company for a term of 5 (five) consecutive years with effect from February 16, 2023.

Except above, there were no other changes in the Board of Directors of the Company.

Key Managerial Personnel:

Pursuant to provisions of Section 203 of the Companies Act, 2013 Mr. Vinay Tripathi (Managing Director), Mrs. Rama Tripathi (Whole-Time Director), Mr. Ashish Lalwani (Chief Financial Officer), and Mrs. Shipra Jhanwar (Company Secretary) of the Company are the Key Managerial Personnel of your Company as on 31st March, 2023.

. Mr. Hiren Sukhwani resigned from the position of Chief financial Officer with effect from February 15, 2023. The Board placed on record its sincere appreciation for the contribution made by him during his tenure.

. The Board of Directors at their meeting held on February 15, 2023 recommended and approved the appointment of Mr. Ashish Lalwani Chief financial Officer with effect from February 16, 2023.

ii. Re-appointments proposed at the AGM:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Vikas Jain (DIN: 09263216), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as a Non-Executive Director, liable to retire by rotation.

27. DECLARACTION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6).

They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

During the financial year under review and in accordance to the provisions of Section 134(3)(p) of the Companies Act, 2013and Rule 8(4) of the Companies (Accounts) Rules, 2014, The Board based on evaluation criteria recommended by the ‘Nomination and Remuneration Committee and ‘Code for Independent Directors evaluated the performance of Board members. The Board after due discussion and taking into consideration of the various aspects such as Knowledge and skills, Competency, Financial literacy, Attendance at the Meeting, Responsibility towards the Board, Qualifications, Experience, Fulfilment of functions assigned to him, Ability to function as a team, Initiative Availability & Attendance, Commitment, Contribution; expressed their satisfaction with the evaluation process and performance of the Board.

29. CORPORATE GOVERNANCE:

Your Company believes in conducting its affairs in a fair, transparent and professional manner and maintaining good ethical standards, transparency and accountability in its dealings with all its constituents. As required under the Listing Regulations, a detailed report on Corporate Governance along with the Auditors Certificate thereon forms part of this report.

30. COMMITTEES OF THE BOARD

As on March 31, 2023, pursuant to the requirement under the Act and the Listing Regulations, the Board of Directors had the following Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee; and

iv. Corporate Social Responsibility Committee

The composition, terms of reference of the Committees and number of meetings held during the year are provided in the Corporate Governance Report, which forms a part of this annual report.

During the year, all the recommendations made by the Board Committees, including the Audit Committee, were accepted by the Board.

31. POLICIES:

A. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. The board is of the opinion that there were no major risks affecting the existence of the company.

B. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board.

The Whistleblower Policy has been duly communicated within your Company.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companys website www.aslindia.net.

C. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

Your Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Complaints Committee has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company did not receive any sexual harassment complaints during the year ended on March 31, 2023. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at www.aslindia.net.

D. DETAILS OF POLICIES DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILTY INITIATIVES

The Corporate Social Responsibility Committee (CSR Committee) had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, and the same was duly approved by the Board. The CSR Policy may be accessed on the website of the Company at www.aslindia.net.

During the year under, CSR amount required to be spent as per section 135 of the companies Act, 2013 read with schedule VII thereof by the company during the year is Rs. 28.80 Lakh During the year Company has spent Rs. 28.80 Lakh for the purpose of Medical relief to Poor People, the details of CSR Initiatives set out in the Annexure-1 of this report.

32. SHARE CAPITAL

The Authorized share capital of the Company as on 31st March, 2023 is Rs. 20,00,00,000/- divided into 20,00,00,000 equity shares of Rs.01/- each.

The Paid-up Share Capital of the Company as on 31st March, 2023 was Rs. 15,05,60,000/- divided into 15,05,60,000 Equity Shares of Rs.01/- each fully paid up.

Other Disclosures pertaining to Share Capital:

A. Your Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees:

B. Your Company has not issued any sweat equity shares during the Financial Year under review

C. Your Company has not issued any equity shares with differential rights

D. Your Company has not issued any Employee Stock Option Scheme

E. Company had issued 30,00,000 Preferential Share Warrants at pre-determined price of Rs. 111/- each as per SEBI (ICDR) Regulations viz ISIN INE648Z13010.

However due to reduction in freight rate and mitigation of requirement of working capital, the warrant holders decided to not to exercise their option for conversion of the said Warrants into Equity Shares. And due to expiration of a period of 18 (Eighteen) months from the date of allotment of the Warrants and pursuant to the terms of Private Placement Offer Letter, Warrants which are not tendered to be converted into Equity Shares within Warrant Exercise Period, shall stand lapsed and the application amount paid thereon shall stand forfeited, thus the relevant warrant holders of such Warrants shall not be entitled to allotment of the Equity Shares against such Warrants.

Accordingly, the Company has forfeited the amount of Rs. 8,32,50,000/- (Rupees Eight Crores Thirty Two Lacs Fifty Thousand only) equivalent to 25% of Warrant application amount pursuant to decision take in Board Meeting held on 27th June 2023 .

33. DEMATERIALISATION OF EQUITY SHARES

The entire Shareholding of the Company is in Demat form. The ISIN No. allotted is INE648Z01023.

34. PARTICLUARS OF EMPLOYEES

Details in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014, the names and other particulars of the employee are appended as ‘Annexure 3 to the Boards Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Companys performance is made in the Management Discussion and Analysis Report, which forms part of this Annual Report.

36. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards (Ind AS) referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

37. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:

The Board has formulated a code of internal procedures and conduct to regulate, monitor and report trading by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company in the Investor section at www.aslindia.net.

Further, the Board has also formulated code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Code") for fair disclosure of events and occurrences that could impact price discovery in the market for the Companys securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of the Company in the Investor section at www.aslindia.net.

38. OTHER DISCLOSURES:

I The Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/ Directors.

II The Company has not issued sweat equity shares and shares with differential rights as to dividend, voting or otherwise.

III The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India.

IV There were no significant or material orders passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

V Pursuant to Section 197 (14) of the Act, the Managing Director of the Company did receive remuneration from its subsidiaries company.

VI There are no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Vii The Company has not entered into one time settlement with any Banks or Financial Institutions during the year. Flence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

39. INVESTOR EDUCATION PROTECTION FUND (IEPF):

Amount of unclaimed/unpaid dividend and the corresponding shares:

Pursuant to the provisions of Section 124 of the Companies Act, 2013, ("the Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. Furthermore, the IEPF Rules mandate companies to transfer shares of shareholders whose dividends remain unpaid / unclaimed for a period of 7 consecutive years to the demat account of the IEPF Authority.

The said requirement does not apply to shares in respect of which there is a specific order of the Court, Tribunal or Statutory Authority, restraining any transfer of shares.

Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer

Financial Year	Type Dividend	Date of declaration of Dividend	Number of Shareholders against whom Dividend amount is unpaid	Amount Unpaid as on March 31, 2023 (in ?)	Shares & unpaid/unclaimed dividend liable to be transferred to the IEPF and due dates.
2018-19	Interim Dividend	02-08-2018	3	3592	Proposed Due Date of transfer to IEPF (02-08-2025)
2021-22	Interim Dividend	25-02-2022	200	5855.75	Proposed Due Date of transfer to IEPF (25-02-2029)
2021-22	Final Dividend	22-09-2022	34	26941	Proposed Due Date of transfer to IEPF (22-09-2029)
2022-23	Interim Dividend	22-08-2022	269	25173.25	Proposed Due Date of transfer to IEPF (22-08-2029)

The data on unpaid / unclaimed dividend and other unclaimed monies is also available on the website of the Company and can be accessed through the following web link www.aslindia.net

Shareholders who have not yet encashed/claimed their dividend are requested to encash/claim the same from the Company/RTA of the Company before it is transferred to the IEPF.

40. ACKNOWLEDGMENT:

Your Directors thanks all the Stakeholders including, Investors, Customers, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of our employees at all the levels.

The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your directors look forward for their continued support in the future for the consistent growth of the Company.