asl industries ltd share price Directors report


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