Asis Logistics Ltd Directors Report.
We have pleasure in presenting the 46th Annual Report of the Company along with the audited statement of accounts for the year ended 31st March, 2019. The financial results for the year are shown below. There is a net loss mainly due to high interest burden.
Standalone financial results as per Ind AS.
|(Rs. In Million)|
|As at March 31, 2019||As at March 31, 2018|
|Profit/(Loss) before Interest, Depreciation & Taxation||(99.27)||(96.94)|
|Provision for Depreciation||45.87||46.66|
|Profit/(Loss) before Tax||(53.40)||(50.23)|
|Less: Exceptional Items||-||-|
|Deferred Tax Credit||-||-|
|Profit/(Loss) After Tax||(53.40)||(50.23)|
|Net Profit/(Loss) for the period||(53.40)||(50.23)|
During the year, there was no change in the Companys issued, subscribed and paid-up equity share capital. On March 31, 2018, it stood at Rs. 61,02,43,700 represented by 75,25,500 equity shares of Rs.1/- each and 60,27,182 Preference Shares pf Rs. 100/- Each.
The operations were also adversely affected due to poor market conditions.
In view of the current years carried forward losses, your Directors do not recommend any dividend for the year.
The Company has not transferred any amount to the General Reserve for the financial year ended March 31,2019.
During the year under review, your Company did not have any subsidiary, associate and joint venture company.
Your Company has complied with the requirements of SEBI Listing obligation and disclosure requirement. (LODR) Regulations, 2015 regarding Corporate Governance. A report on the Corporate Governance practices, the Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.
Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest was outstanding as at the end of the year and the question of non-compliance of the same does not arise.
The Company has received necessary declaration from each of the independent directors, under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Alka Dayal retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for the re-appointment. The Board recommends his reappointment.
There were no changes in the Key Managerial Personnel of the Company during the year.
Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc.
A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and nonindependent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.
During the financial year ended March 31, 2019, Four (4) meetings of the Board of Directors were held and the maximum time gap between two (2) meetings did not exceed one hundred and twenty days.
The details regarding composition, number of board meetings held and attendance of the Directors during FY 2018-19 are set out in the Report on Corporate Governance which forms part of this Integrated Report
11. Material Changes and Commitments, If any affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements Relate and the Date of the Report:
a. The company had availed credit facilities from various Banks in respect of which recovery proceedings had been initiated in FY 13-14.
b. The company entered into One Time Settlement (OTS) with State Bank of India and paid part of the amount from OTS agreed with State Bank of India. The OTS could not be completed due to the Order of Honble Bench of DRT in relation to disposal of securities and apportioning of sale proceeds.
c. The company filed application before Honble Bench of NCLT, Ahmedabad under section 10 of Insolvency and Bankruptcy Code 2016 for commencement of insolvency proceedings on 10.10.2017. The application was admitted by Honble Authority on 11.01.2018 (Petition No. C.P.148/10/NCLT/AHM/2017).
d. Mr. Devendra Padamchand Jain had been appointed by Honble Adjudicating Authority as Interim Resolution Professional. The Committee of Creditors confirmed the name of Mr. Devendra Padamchand Jain as Resolution Professional.
e. Resolution Professional had filed application on 12th July 2018 vide Application No. IA 257/2018 before NCLT Ahmedabad relating to extension for a period of 90 as per Section 12 (2) of Insolvency and bankruptcy Code, 2016 read with Regulation 40 of IBBI (Insolvency resolution Process for Corporate Person) Regulations, 2016. Honble Bench of NCLT had granted the same and passed Order dated 13th July 2018 which was received on 30th July 2018. Accordingly, the time line for Completion of CIRP will end on 28.10.2018 after taken into consideration of extension of 90 days beyond 180 days and fresh EOI dated 09.08.2018 has been publish with Last date for submission of Resolution plan has been extended to 13th September 2018 (earlier it was 28.02.2018.
f. Resolution Professional had filed liquidation application on 06th November 2018 before NCLT Ahmedabad as per Section 33 of Insolvency and bankruptcy Code, 2016.
g. Under Section 17(b) of Insolvency and Bankruptcy Code, 2016, the power of the Board of Directors of the Company stand suspended and are being exercised by the Resolution Professional w.e.f date of admission of case for commencement of insolvency proceedings under section 10 of the Code by Honble Adjudicating Authority (NCLT Ahmedabad) on 11.01.2018 and all operations of the Company are made in compliance of the provisions of the Code. The Financial Statements are also signed in compliance of directions given by Resolution professionals.
h. The financial results of the company have been approved by Resolution Professional while discharging the power of Board of Directors of the company which have been conferred upon him in terms of the provision under section 17 of the Insolvency and Bankruptcy Code, 2016. The results have been audited by statutory auditors. While approving the financial results the Resolution Professional is also relied on the certification, representation and statement made by Key Managerial personnel and Directors (presently suspended) to the company. The financial statement has been also signed by Directors/CFO/CS on the directions of Resolution Professional.
Your Directors hereby confirm and declare that:
a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) that the Directors have 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 31,2019 and its loss for the year ended on that date;
c) that the Directors have taken proper and sufficient care 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) that the Directors have prepared the annual accounts on a going concern basis;
e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively; and
f) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively.
A detailed report on the Management Discussion & Analysis is provided as a separate section in the Annual Report
Pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and other applicable rules, if any, M/s. Agarwal Desai and Shah, Chartered Accountants (Firm Registration No.124850W), as Statutory Auditors of the Company for a term of five years from the conclusion of the Forty-third Annual General Meeting till the conclusion of the Forty-eighth Annual General Meeting.
The Board has duly examined the Statutory Auditors Report on the Standalone Financial Statements of the Company for the financial year ended March 31, 2019 by M/s. Agarwal Desai and Shah, Chartered Accountants, which is selfexplanatory. The report does not contain any observations, disclaimer, qualification or adverse remarks. Further, no fraud has been reported by the Statutory Auditors in terms of Section 143(12) of the Companies Act, 2013 during the year.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Ankita Jasrapuria, Company Secretaries in Practice (CP No. 20127, M. No. 38477), to undertake the Secretarial Audit of the Company for the year ending 31st March, 2020. The Secretarial Audit Report for the year ended 31st March, 2019 is annexed herewith as Annexure -A to this Report. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.
The details forming part of the extract of the Annual Return in Form MGT 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexurex B to this report.
All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS18) has been made in the notes to the Financial Statements. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval, on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Companys website.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company
The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.
The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed Vigil Mechanism Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.
p. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:
Your Company has not consumed energy of any significant level and accordingly, no additional investment was made for reduction of energy consumption during the year under review. Considering the nature of activities undertaken by your Company, no comment is made on technology absorption. There has been no foreign earnings or outgo during the year under review.
q. Particulars of Employees:
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
r. Policy for Prevention of Sexual Harassment in The Company:
The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. Pursuant to Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and rules made thereunder, the Company has a Policy for prevention of Sexual Harassment in the Company. (All employees (permanent, contractual, temporary and trainees) are covered under this policy.
The Company has in place internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
t. Disclosure of Orders Passed by Regulators or Courts or Tribunal:
The company filed application before Honble Bench of NCLT, Ahmedabad under section 10 of Insolvency and Bankruptcy Code 2016 for commencement of insolvency proceedings on 10.10.2017. The application was admitted by Honble Authority on 11.01.2018 (Petition No. C.P.148/10/NCLT/AHM/2017).
The Company has not issued any shares with differential rights, any sweat equity shares and any equity shares under Employees Stock Option Scheme and hence no information as per provisions of Section 43(A)(Ii), section 54(1)(d) & Section 62(1)(B) of the Act read with Rules of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Companys well being.
|Mumbai, May 30, 2019||For and on behalf of the Board|
|Unit No. 611,||Hiren Chandrakant Oza|
|Skylon Co-operative Housing Society,||Chairman|
|GIDC, Char Rasta,Vapi-396195|