To,
The Members,
Your Directors are pleased to present their 29th Annual Report on the
working of the Company together with the Audited Statements of Accounts for the year ended
31st March, 2023.
FINANCIAL HIGHLIGHTS:
(Rs.in thousand)
|
Standalone |
Consolidated |
| Particulars |
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
| Total Income |
5,313.20 |
17,830.16 |
54,189.50 |
19,096.75 |
| Less: Total Expenditure |
14,634.70 |
17,928.83 |
56,491.96 |
19,009.30 |
| Profit/(Loss) Before Interest, Depreciation and Tax |
(9,321.50) |
(98.67) |
(2,302.46) |
87.45 |
| Less: Depreciation |
830.71 |
77.57 |
10,769.52 |
477.06 |
| Less: Interest |
210.18 |
50.11 |
6,075.72 |
228.80 |
| Profit/(Loss) Before Extraordinary Items and Tax |
(10,362.39) |
(226.34) |
(19,147.70) |
(618.41) |
| Less: Exceptional Items/ ExtraOrdinary Items |
- |
- |
(1,441.65) |
- |
| Profit/(Loss) Before Tax |
(10,362.39) |
(226.34) |
(20,589.35) |
(618.41) |
| Less: Tax Expense |
|
|
|
|
| a) Current Tax |
- |
- |
|
- |
| b) Deferred Tax |
- |
- |
|
- |
| Profit/(Loss) For The Year |
(10,362.39) |
(226.34) |
(20,589.35) |
(618.41) |
Dividend:
Directors have not recommended any dividend.
Directors Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge, confirm that -
a) in the preparation of the accounts the applicable accounting standards have been
followed along with proper explanations relating to material departure;
b) appropriate accounting policies have been selected and applied consistently and have
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 at the end of the financial year and of loss
of the Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
To avoid duplication of certain information in Directors Report and Management
Discussion & Analysis, the Board of Directors of your Company has presented the
composite summary of performance and functions of the Company.
Economy
During F.Y. 2022-23, the country recovered from the pandemic induced contraction.
Russian- Ukraine conflict is the main cause of inflation across the globe. Inspite of
several global headwinds, Indian economy was one of the fastest growing major economies in
the world.
Industry Structure and development
Your Company has successfully entered into the business of retail through its
subsidiary viz. Alan Scott Retail Ltd. The said subsidiary is operating six franchisee
stores of brand MINISO and one of brand XTEP and has plans to open additional MINISO
stores in current year. The Company is at an advanced stage of undertaking new generation
businesses under its incubation model, with idea/execution partners, where company keeps
majority and partners take sweat minority equity. Most of these businesses are long
gestation type with initial burn of capital for two to three years & all are very high
valuation opportunities as they are based on disruptive Web3, Blockchain and other
innovative high impact technologies with massive market potential.
Your Companys earlier proposal of health and hygiene business is deferred due to
demand constraints post covid period.
Performance:
During the year under review, on a standalone basis, the Company earned an income of
Rs.5,313.20 thousand as against Rs.17,830.16 thousand in previous year. The Company
incurred a loss of Rs.10,362.39 thousand as against a loss of Rs. 226.34 thousand a year
ago. On a consolidated basis, the revenue for the financial year was Rs.54,189.50 thousand
and incurred a loss of Rs.19,147.70 thousand after meeting all the expenses.
Material Changes and Commitment:
There has been no material change and commitment affecting the financial position of
the Company between the end of the financial year to which the financial statements relate
and the date of this report.
Opportunity and Threats:
Indian economy is staging a broad based recovery across sector. The Government of India
has continued its thrusts on structural reforms to raise Indias potential growth. Our
economy is staging a broad based recovery across sector. The government thrust on start up
ecosystem is yielding results.
The global microeconomic environment continues to be confronted with myriad challenges;
these includes continuing impact of the Russia-Ukraine conflict, global inflation
remaining sticky and at elevated level, recessional pressures in most advanced economies,
spectre of stress in financial sector and the cost of living crisis in several economies,
especially in near term.
Future Outlook:
India is widely acknowledged as one of the most dynamic major economies in the world
with immense headroom for growth over the medium and long term. The government of India
has continued its thrust on structural reforms to raise Indias potential growth. Your
Directors believe, the outlook for your Company is excellent under the circumstances. Your
Directors expect that all of its subsidiaries would see increase on valuations in the near
future. However, actual results may differ from their anticipation.
Share Capital:
There was no change in the share capital of the Company during the financial year under
review.
Rights Issue
Your Directors are pleased to report that the Companys offer of 18,25,377 Equity
Shares of Rs.10/- each at a premium of Rs.20/- per share on rights basis to its existing
shareholders received a commendable response and the same was oversubscribed. The shares
were got listed on BSE and the trading approval was received effective from 1st
August, 2023.
Subsidiary Companies:
Your Company has three subsidiaries viz. Alan Scott Retail Limited, Alan Scott
Automation and Robotics Limited (Formerly known as Alan Scott Health & Hygiene
Limited) and Alan Scott Nanoveu India Limited.
Pursuant to the provisions of Section 136 of the Act, the Consolidated Financial
Statements along with relevant documents and separate audited financial statements in
respect of Subsidiary are available on the website of the Company.
A statement containing the performance and financial position of each of the
subsidiaries in Form AOC-1 is annexed as Annexure I and forms part of this report.
Consolidated Financial Statement:
Consolidated Financial Statements are prepared in accordance with the Indian Accounting
Standard (IND AS) based on the financial statements of the subsidiary companies. The said
consolidated accounts form part of this report and accounts.
Corporate Governance:
Provisions of para C, D and E of Schedule V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 are not applicable to your Company.
Loans, Guarantees and investments
The Company has given a corporate guarantee in favour of Axis Bank Ltd. to enable Alan
Scott Retail Ltd., subsidiary company, to avail credit facility from the said Bank. The
Company has also given loans to its subsidiary companies and has made investments, details
of which are provided in the notes to the audited statement of accounts.
Public Deposit:
Your Company has not accepted any deposits from the public, its shareholders or
employees during the year under review.
Transaction with Related Parties:
All transactions entered by the Company with Related Parties were in the ordinary
course of business and at arms length basis. All the transactions were reviewed and
approved by the Audit Committee.
Hence, information on transactions with related parties pursuant to Section 134 (3)(h)
of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is
not provided.
Conservation of Energy, etc.
Since your Company was not engaged in any manufacturing activity during the year under
review, information as required under the provisions of Section 143(3)(m) of the Act is
not furnished. During the year, the Company neither earned nor spent any foreign exchange.
Directors and Key Managerial Personnel:
During the year under review, Mr. Vikal Bankelal Chaurisya and Mr. Rajeev Shankar
Godkhindi resigned from the Company on 20th May, 2022 to join subsidiaries of
the Company. On 29th July, 2023, Mr. K. Subramanian and Mr. Manoj Iyer resigned
as Directors.
On 14th November, 2022, Mr. Mahendra Dave resigned from the office of Chief
Finance Officer and Ms. Sushma P.N. was appointed in his place.
To comply with the provisions of the Companies Act, 2013 and Articles of Association,
Ms. Saloni Suresh Jain shall retire by rotation at the forthcoming Annual General Meeting
and being eligible, seek re-appointment.
During the year under review, none of the non-executive directors had any pecuniary
relationship or transactions with the Company.
Mr. Suresh P. Jain is the Managing Director, Ms. Sushma P.N. is Chief Finance Officer
and Ms. Sneha U. Shukla is the Company Secretary.
Disclosure by Independent Directors:
All the Independent Directors have furnished declarations that they meet the criteria
of independence as laid down under Section 149 (6) of the Companies Act, 2013.
Audit Committee:
The Audit Committee comprises of Mr. K.P. Jain, Mr. Gyansingh Rathore; both Independent
Director and Ms. Saloni Jain. All the members of the Committee are having financial and
accounting knowledge. The Committee met four times during the financial year 2022-23.
Nomination & Remuneration committee/policy:
The Nomination and Remuneration Committee comprises Mr. K.P. Jain, Mr. Gyansingh
Rathore; both Independent Directors and Ms. Saloni Jain. The Committee met twice during
the financial year under review.
The Nomination and Remuneration Policy recommended by the Nomination & Remuneration
Committee is duly approved and adopted by the Board of Directors. The said policy is
annexed to the report as Annexure II.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises Mr. K.P. Jain, Mr. Gyansingh Rathore
and Ms. Saloni Jain. The Committee met once during the financial year.
Board Meetings:
Five meetings of the board were held during the year under review. One meeting of the
independent directors was also held during the year.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 the Board of Directors had done
the annual evaluation of its own performance, its committees and individual directors. The
Nomination and Remuneration Committee reviewed the performance of the individual directors
on the basis of criteria such as the contribution of the individual director to the Board
and committee meetings.
CSR Committee
The Company does not fulfill any of the three criteria specified in Section 135(1) of
the Companies Act, 2013 and as such is not required to comply with the provisions of
Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility
Policy) Rules, 2014.
Internal Control System
Adequate internal control systems are in place to maintain quality of product, proper
accounting as per norms and standards prescribed, asset maintenance and its proper use.
The Company has an independent internal auditor, who periodically reviews the accounts and
reports to the Audit Committee.
Risk Management:
The management continuously access the risk involved in the business and all out
efforts are made to mitigate the risk with appropriate action.
Employee:
The Company had twenty eight employees during the year under review.
Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and
forming part of Directors Report for the year ended 31st March, 2023 is given in a
separate annexure III to this report.
The information relating to top ten employees in terms of remuneration will be provided
to any Shareholder on a written request to the Company Secretary. In terms of Section 136
of the Act, the said report will be available for inspection of the Members at the
registered office of the Company during the business hours on all working days of the
Company upto the date of Annual General Meeting and through electronic mode.
Auditors:
According to Directors, there are no adverse remarks made by Statutory Auditors in
their report. Notes to the accounts are self-explanatory to comments/observation made by
the auditors in their report. Hence, no separate explanation is given.
M/s. Pravin Chandak & Associates, Chartered Accountants, were appointed as
Statutory Auditors of the Company in the 26th Annual General Meeting for a
period of five years. M/s. Pravin Chandak & Associates, Chartered Accountants, have
confirmed that they are not disqualified to continue to act as Statutory Auditors of the
Company.
Secretarial Audit Report
During the year under review, Secretarial Audit was carried out by Mr. Upendra C.
Shukla, Practicing Company Secretaries for the financial year 2022-23. The report on the
Secretarial Audit is appended as Annexure IV to this report.
Details of significant & material orders Passed by the regulators or Courts or
Tribunal:
No such order was passed by any of the authorities, which impacts the going concern
status and companys operations in future.
Annual Return
Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act,
2013 a copy of the Annual Return of the Company for the year ended 31st March,
2023 is placed on the Companys website viz. www.thealanscott.com.
Vigil Mechanism:
The Company has a vigil mechanism policy to deal with instances of fraud and
mismanagement. The whistle blower policy is adopted by the Board of Directors and is
hosted on the website of the Company.
Fraud reporting:
No fraud whether actual, suspected or alleged was reported to the Board of Directors
during the year under review.
Prevention of sexual harassment at workplace:
The Company has in place an anti-Sexual Harassment Policy in line with the requirement
of the Prevention of Sexual Harassment of Women at Workplace (Prohibition, Prevention and
Redressal) Act, 2013. Internal complaints committee (ICC) has been set-up to redress
complaints received regarding sexual harassment during the year 2022-23 under review.
The Company has not received any complaint of sexual harassment during the year
2022-23.
Cautionary statement:
Statements in the Annual Report, particularly those which relate to Management
Discussion and Analysis may constitute forward looking statements within the meaning of
applicable laws and regulations. Although the expectations are based on the reasonable
assumptions, the actual results might differ.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation to the Companys
Bankers for their unstinted support. Your directors also wish to thank the shareholders
for confidence reposed in the management of the Company.
For & On Behalf of Board of Directors
ALAN SCOTT INDUSTRIESS LTD.
Sd/-
SURESH PUKHRAJ JAIN CHAIRMAN & MANAGING DIRECTOR
DIN: 00048463
Place: Mumbai
Dated: 29/07/2023
+91-9892691696
