Alan Scott Industries Ltd Directors Report.

To

The Members

Your Directors are pleased to present their 27 th Annual Report on the working of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2021.

FINANCIAL HIGHLIGHTS:

(Amt in Rs.)

Particulars 31st March, 2021 31st March, 2020
Total Income 11,31,265 4,63,972
Less: Total Expenditure 10,87,570 11,17,583
Profit/(Loss) Before Interest, Depreciation and Tax 43,695 (6,53,611)
Less: Depreciation

-

-

Less: Interest 5,285 13,176
Profit/(Loss) Before Extraordinary Items and Tax 38,410 (6,66,787)
Less: Extra-Ordinary Items

-

-

Profit/(Loss) Before Tax 38,410 (6,66,787)
Less: Tax Expense
a) Current Tax

-

-

b) Deferred Tax

-

11,020
Profit/(Loss) For The Year 38,410 (6,77,807)

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 be 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

After the first wave of COVID-19 pandemic appeared to be under control, revival of the Indian economy was being witnessed during first of the finance year 2020-21. Various incentive schemes of the government including direct money transfer in accounts of farmers were showing signs of accelerating growth in demand. However, second wave COVID-19 again adversely affected the movement of people, creating unemployment and curbing growth in demand. Rumors of expected third wave of COVID has added fuel to the fire and uncertainty has prevailed. Various stimulus in form of financial package announced by the finance ministry of government of India may help in surviving the small and medium enterprises, which are one of the main sources creating jobs and employment.

Industry Structure and development

Your Directors have identified the manufacturing and marketing of disinfectant and other hygiene products as the main area of growth, considering utmost importance being given by the government of India to health and hygiene. Your Directors also proposes to enter into the field of manufacturing and marketing of medical equipments/instruments. For the purpose, a team of professionals and engineers is being created. Your Directors have co-opted two high qualified and experienced engineers on the Board as Executive Directors besides appointing Mr. Suresh Jain, Promoter, as Managing Director.

Performance:

During the year under review, the Company earned an income of Rs.11,31,265/- as against Rs.4,63,972/- in previous year. The Company made a profit of Rs. 38,410/- as against a loss of Rs.6,77,807/-a year ago.

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:

Considering the Indian macro-economic factors are in much better shape as also various financial stimulates being provided by the Government, it appears that the Company will have better opportunity to grow though uncertain prevails due to COVID-19 pandemic.

Future Outlook:

After the second wave of COVID-19, it seems that the country is getting back to a higher growth trajectory. Jobs are being created in service as also manufacturing sector. Governments expenditure on core infrastructure and initiative such as ‘Make in India are giving the required impetus to urbanization. This will augur well for the economy in general and your Company in particular in medium to long term.

Share Capital:

On 26th March, 2021, the Company allotted 5,00,000 Equity Shares of Rs.10/- each at a premium of Rs.15/- per share on preferential basis as provided under the Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 to the Promoters and Next Orbit Ventures Fund. The total issued, subscribed and paid-up capital of the Company increased to Rs.1,18,53,770/-.

Subsidiary:

The Company does not have any subsidiary company.

Consolidated Financial Statement:

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

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. Hence, report on Corporate Governance is not annexed.

Loans, Guarantees and investments

The Company has neither given any loan or guarantee. The Company has invested surplus fund in shares and securities.

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:

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. 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

The Board of Directors in its meeting held on 26th March, 2021 had appointed Mr. Suresh P. Jain, Promoter of your Company, as Additional Director and then Managing Director of the Company subject to necessary approval of the Members of the Company. The Board in its meeting held on 30th June, 2021 also appointed Dr. Vikal B. Chaurasiya and Mr. Rajeev S. Godkhindi as Additional Directors and subsequently in the same meeting they were appointed as Whole-time Directors, designated as Executive Directors. All the three Directors will be vacating their respective offices at the forthcoming Annual General Meeting. The Company has received notices from some of the Members of the Company signifying their intention of proposing appointments of Mr. Suresh P. Jain, Dr. Vikal B. Chaurasiya and Mr. Rajeev S. Godkhindi as Directors. Directors recommend passing of the necessary resolutions as set-out in the Notice of Annual

General Meeting accompanying this report.

To comply with the provisions of the Companies Act, 2013 and Articles of Association, Ms. Saloni 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, Mr. Mahendra Balkrishan Dave is Chief Finance Officer and Ms. Yashika Arora 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. Vaibahv P. Bhandari, Mr. Srivardhan A. Khemka; both Independent Directors, 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 2020-21.

Nomination & Remuneration committee/policy:

The Nomination and Remuneration Committee comprises Mr. Srivardhan A. Khemka, Mr. Vaibhav P. Bhandari and Ms. Saloni Joni, all are non-executive Directors. The Committee met twice during the financial year under reivew.

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 I.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Ms. Saloni Jain, Mr. Srivardhan A. Khemka and Mr. Vaibhav P. Bhandari. The Committee met once during the financial year.

Board Meetings:

Six 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 only one employee during the year under review.

No remuneration was paid to any of the directors. Hence, the particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not provided.

Since the Company had no employee during the year under review, information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, is not furnished.

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 M/s. DDB & Company, Practicing Company Secretaries for the financial year 2020-21. The report on the Secretarial Audit is appended as Annexure II 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, 2021 is placed on the Companys website.

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:

Since the Company does not have any woman employee, the provisions of the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act are not applicable.

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: 30/06/2021