DIRECTORS' REPORT The Members, Your Director have pleasure in presenting the 21st Annual Report and the audited statement of accounts for the year ended 31st March, 2015. OPERATION: During the year under review, your company's sales were Rs. 29,98,600 compared to Rs. 22,66,319 in the previous year. OUT LOOK: The company proposes to foray into Digital Media and film production business and the industry scenario is very good in this area of business. DIVIDEND: In view of strengthening the reserves of the Company, your Directors regret their inability to recommend any dividend during the year under review. SHARE CAPITAL The Paid-up Equity Share Capital as on 31st March, 2015 is Rs. 3,26,37,000/- comprises 32,63,700 shares of ^10/-each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders. BUSINESS REVIEW/STATE OF THE COMPANY'S AFFAIRS: During the year under review, your company's sales were Rs. 29,98,600 compared to Rs. 22,69,355 in the previous year. Net profit of the company were Rs. 1,52,312 during the year. RESERVES The Company proposes to carry Rs. (2, 61,07,111) to reserves. SUBSIDIARIES The Company does not have any Subsidiaries. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act,2013, wherever applicable, are given in the notes to financial statements. DETAILS OF BOARD MEETINGS: During the financial year under review commencing from 1st April, 2014 to 31st March, 2015, 8(Eight) Board Meetings were held on 10th April.2015, 02nd May 2014, 30th May 2014, 25th June 2014, 05th August 2014, 01st November 2014, 29th November 2014, 15th January 2015 and 10th March 2015. The details of the board meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing as a separate section in this Annual report. ANNUAL RETURN: The Extract of Annual Return Pursuant to section 92 read with rule 12 of the Companies (Management and Administration) Rules, 2014, for the financial year 2014-15 in Form No. MGT-9 is annexed hereto and form part of this report as Annexure-1. COMMITTEES OF BOARD: The details of composition of the Committees of the Board of Directors are as under:-a. Audit Committee During the year, the Committee had met on 30th May 2014, 05th August 2014, 01st November 2014, and 15th January 2015. The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report. DIRECTORS: In accordance with the provisions of the Companies Act, 2013, Asmita Parikh is liable to retire by rotation and being eligible offers herself for re-appointment. ENHANCING SHAREHOLDERS VALUE Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with. As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report. STATUTORY AUDIT The Auditors M/s. HAM & Co, Chartered Accountants, who are statutory auditors of the Company hold office up to the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Ham & Co that their appointment, if made, would be in conformity with the limits specified in the said Section DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134 (3)(C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed: (i) That in the preparation of the annual accounts for the financial year ended 31st March 2015,the applicable accounting standards had been followed along with proper explanation relating to material departures: (ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profit of the Company for the year under review: (iii) That the Directors had 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: (iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis. (v) 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 (vi) 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 FIXED DEPOSITS: The Company has not accepted or renewed any deposits during the year.There are no outstanding and overdue deposits as at 31st March, 2015. LISTING: At present the Company's Equity Shares listed at BSE and the Company has paid the Listing fees to the above exchange for the financial year ended 2015-2016. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO: Considering the nature of business of the company, the particulars required to be furnished pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014are not applicable to the company. There were no foreign exchange earnings and outgo during the current period. AUDITORS: In the last AGM held on 30th September 2014, M/s. HAM & Co, Chartered Accountants have been appointed Statutory Auditors of the Company for a period of one year. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. Further, the report of the Statutory Auditors along with notes to Schedules and Corporate governance certitifcate are enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. SECRETARIAL AUDIT The Company was listed on 23th April 2015 on BSE; Secretarial audit report will be accordingly submitted in the financial year 2015-16. RELATED PARTY TRANSACTIONS All the Related Party Transactions are entered into on arm's length basis and are in compliance with the applicable provisions of the Act and Listing Agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors which may have potential conflict with the interest of the Company at large. All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit committee for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and Board on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions are approved by Audit Committee as well as by Board. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the mandate provided to the internal Auditors. The Internal Audit is entrusted to M/s. Kewal Ramani & Associates Chartered Accountants. The main thrust of internal audit is to test and review controls appraisals of risks and business processes, besides benchmarking controls with best practices in the industry. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners 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. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES. Whistle Blower Policy/ Vigil mechanism In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the Company has established a Whistle Blower Policy /Vigil mechanism Policy and the same is placed on the website of the Company. The employees of the company are made aware of the said Policy at the time of joining the Company. DECLARATION BY INDEPENDENT DIRECTORS: Ms. Heena Samiullah Sayyed, Ms. Kanan Rajan Kapur is independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in section 149 of the Act and the Rules made there under about their status as IDs of the Company. INTERNAL FINANCIAL CONTROLS: The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Ms. Asmita Parikh, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. During the year, Ms. Kanan Kapur, Ms. Heena Samiullah Sayyed has been appointed as independent directors for term of 5 years. . Also, Mr. Soketu Parikh, Mr. Ramkrishna Prem Kaushalya Shukla has been appointed as Managing Director & Company secretary respectively. EVALUTION OF THE BOARD'S PERFORMANCE In compliance with the Companies Act, 2013, and Clause 49 of the Listing Agreement, the performance evaluation of the Board as a whole and of the Individual Directors was carried out during the year under review. With the help of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The Directors expressed satisfaction with the evaluation process. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION Your Company has complied with all applicable environmental laws and labour laws. The Company has been taking all the necessary measures to protect the environment and maximize worker protection and safety. The Company's policy requires conduct of operation in such a manner so as to ensure safety of all concerned, Compliance of environmental regulations and preservation of natural resources. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015 CODE OF CONDUCT: The Board has formulated a code of conduct for the Board members and senior management of the Company, which has been posted on the web site of the Company. It is hereby affirmed that all the Directors and senior management personnel have complied with the code of conduct framed by the Company and a confirmation to that effect has been obtained from the directors and senior management. BUSINESS RISK MANAGEMENT: The Committee has formulated Risk Management Policy of the Company which has been subsequently approved by the Board of Directors of the Company. The aim of risk management policy is to maximise opportunities in all activities and to minimise adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. PARTICULARS OF EMPLOYEES The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of that, relations between the employees and the management remained satisfactory The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. None of the employee is drawing in excess of the limits prescribed by the Companies Act, 2013 and rules made there under, which needs to be disclosed in the Directors' Report. NOMINATION AND REMUNERATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report. GENERAL DISCLOSURE: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. ACKNOWLEDGMENT: The directors thank the Company's employees, customers, vendors, investors for their continuous support. The directors also thank the government of India, the governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every members of the Company. REGISTERED OFFICE: Juhu Tara Road, Mumbai 400049. By order of the Board of Directors For Alan Scott Industriess Limited Managing director (CIN: L99999MH1994PLC076732) Soketu Parikh Place Mumbai Date : 27.05.2015 |