To,
The Members,
Your Directors hereby present their 28th Annual Report on the working of the
Company together with the Audited Statements of Accounts for the year ended 31st
March, 2022.
FINANCIAL HIGHLIGHTS:
|
Standalone |
Consolidated |
| Particulars |
2021- 2022 |
2020- 2021 |
2021-2022 |
2020-2021* |
| Total Income |
17,830.16 |
1,131.26 |
19,096.75 |
-- |
| Less: Total Expenditure |
17,928.82 |
1,087.57 |
19,009.30 |
-- |
| Profit/(Loss) Before Interest, Depreciation and Tax |
(98.66) |
43.69 |
87.45 |
-- |
| Less: Depreciation |
77.57 |
- |
477.06 |
-- |
| Less: Interest |
50.11 |
5.28 |
228.80 |
-- |
| Profit/(Loss) Before Extraordinary Items and Tax |
(226.34) |
38.41 |
(618.41) |
-- |
| Less: Extra-Ordinary Items |
- |
- |
- |
-- |
| Profit/(Loss) Before Tax |
(226.34) |
38.41 |
(618.41) |
-- |
| Less: Tax Expense |
|
|
|
|
| a) Current Tax |
- |
- |
- |
-- |
| b) Deferred Tax |
- |
- |
- |
-- |
| Profit/(Loss) For The Year |
(226.34) |
38.41 |
(618.41) |
-- |
*In Financial Year 2020-21 there was no subsidiary /Associate/Joint Venture hence
figures are shown nil 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 and Analysis, the Board of Directors of your Company has presented the
composite summary of performance and functions of the Company.
Economy
In Q4FY22, the Indian economy witnessed a recovery from the third wave of Covid-19 as
the restrictions eased out. It reflected in a revival in urban economy even as rural saw
some slackness. However, rising agri commodity prices induced by global disturbances, will
have a rub off effect on revival of Indian economy. Exports growth continues to remain
robust and imports have also surged, leading to a monthly trade deficit of USD 18-20
billion. There has been some revival in household consumption and investments intents have
shown early signs of improvement. However, Indian economy cannot remain in isolation and
appears to be impacted by global spillover effects reflecting in rising inflation and
hardening in interest rates. RBI has scaled down GDP growth forecast for financial year
2022-23 to 7.2%, while inflation is projected at 5.7%. But as per the latest data
published, inflation has already edged higher at 7% and core inflation at 6.4% in March,
2022.
Industry Structure and development
Your Directors have identified the manufacturing and marketing of disinfectant and
other hygiene products as the main area of growth. Though this industry is prone to
competition both from oraganised and unorganized sectors, your Company would be creating a
niche area of its operation by offering specialized products based on research and
innovations. The government of India is giving an utmost importance to health and hygiene.
Your Company is also engaged in retail business and is operating stores on pan India
basis. The Company has at present 3 stores and proposes to open 7 new stores during the
current financial year. Though retail business is competitive, it help in creating
liquidity. Space and high standards of rent are main area of concern for this business.
Performance:
During the year under review, on a standalone basis the Company earned an income of
Rs.17,830.16 (‘000) as against Rs.1,131.26 (‘000) in previous year. The Company
made a loss of Rs.226.34 (‘000) as against a pre-tax profit of Rs. 38.41 (‘000)
a year ago. On a consolidated basis, the revenue for the financial year was Rs.19,096.75
(‘000) and the Company incurred a loss of Rs.618.41(‘000) after meeting all the
expenses.
During the financial year under review, Alan Scott Retail Limited and Alan Scott Health
and Hygiene Limited became the subsidiaries of your Company. Your Company has entered into
a Memorandum of Understanding with Nanoveu (Asx: Nvu), Singapore. According to the
understanding, your Company will hold 51% of the issued, subscribed and paid-up capital of
the said JV Company Alan Scott Nanoveu India Limited.
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:
Impact of the on-going geopolitical disturbances arising from the Russia-Ukraine war
and the renewed pandemic related lockdowns in China emanating primarily from its zero
Covid policy, are the main concerns. Though Indian economy at macro level is strong and
has remained fastest growing economy in the world, Global inflation is bound to have
adverse effect.
Various stimulus being provided by the Government to sustain the growth and measures to
control the rising prices of commodities will show the results in long to medium terms.
Good monsoon in Maharashtra and other states will also result in better crop with
reasonable pricing. The management of your Company is optimist on the growth trajectory
for the year 2022-23 and foresees to record higher revenue with improved margin compared
to the financial year 2021-22.
Management of your Company has taken various steps in direction of commencing
manufacturing and marketing of anti-bacteriological and anti-viral equipment and surface
protectants, disinfectant and other hygiene products and final test marketing is
initiated. Based on various suggestions and feedback received from customers, the products
are being modified. These products are expected to be launched in the second quarter of
the current financial year. Considering the utmost importance being given by the
government to health and hygiene, this business would generate substantial cash for the
Company.
Your Company commenced the retail business during the financial year 2021-22 on pan
India basis and opened 1 store. Your Company proposes to open 9 stores in the current
financial year.
Your Company has also entered into a Memorandum of Understanding with Nanoveu (Asx:
Nvu). The said JV in the beginning will distribute in India anti-bacterial surface
protectants, wellness, indoor air and environment, energy efficiency and life style
products manufactured by JV partner. For the purpose, a subsidiary company in the name of
‘Alan Scott Nenoveu India Limited' was incorporated on 18th June, 2022.
Share Capital:
On 28th August, 2021, the Company allotted 6,40,000 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,
Director and Next Orbit Ventures Fund. The total issued, subscribed and paid-up capital of
the Company increased to Rs.18253.77 (‘000)
Your Company has not issued any shares with differential rights.
Subsidiary:
Alan Scott Retail Limited was incorporated on 24th December, 2021. Your Company since
acquired 84.99% of the issued, subscribed and paid-up capital by subscribing 84,990 Equity
Shares, the said Company became subsidiary of your Company. Alan Scott Retail Limited
commenced the business on its incorporation and is engaged in setting-up and managing the
retail stores on pan India basis.
Alan Scott Health and Hygiene Limited was incorporated on 17th March, 2022. Your
Company acquired
80% of its capital by subscribing 80,000 Equity Shares of Rs.10/- each on 3rd May 2022,
thereby the said Alan Scott Health and Hygiene Limited became subsidiary of your Company
w.e.f. 3rd May 2022. The said subsidiary is engaged in business of manufacturing
anti-bacteriological and anti-viral equipment and surface protectants.
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 Subsidiaries are available on the website of the Company.
A statement containing the performance and financial position of the Subsidiary Alan
Scott Retail Ltd in Form AOC-1 is annexed as Annexure I and forms part of this report.
Alan Scott Health & Hygiene Ltd not given since the Alan Scott Health & Hygiene
Ltd has been subsidiary after the end of the financial year under review.
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 namely Alan Scott
Retail Ltd. 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. Hence,
report on Corporate Governance is not annexed.
Loans, Guarantees and investments
The Company has neither given any loan or guarantee to anybody corporate. The Company
has made investment in shares, details of which are provided in Note No.4 to the audited
statements 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:
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 engaged in assembling of the Air Filter and not 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
On 13th August, 2021 Ms. Saloni Suresh Jain, Mr. Pranav Dangi and Mr. Vaibhav Prakash
Bhandari resigned as Directors.
The Board of Directors in its meeting held on 15 th December, 2021 had appointed Mr.
Kanti Prasad Jain, Mr. Kumar Subramanian, Mr. Gyansingh Amarsingh Rathore and Mr. Manoj
Iyer as Additional Directors. Mr. Manoj Iyer was then appointed as Whole-time Director
designated as Executive Director. They were re-appointed on 14/02/2022, 20/05/2022 and
13/08/2022 since the Company could not approach the
shareholders for seeking their node. Pursuant to provisions of Section 161 of the
Companies Act, 2013 Mr. Kanti Prasad Jain, Mr. Kumar Subramanian, Mr. Gyansingh A. Rathore
and Mr. Manoj Iyer will relinquish their respective office at the forthcoming annual
general meeting. The Company has received notices from its members signifying their
intention of proposing their candidature for appointments as Directors.
On 20/05/2022, Mr. Vikaal B. Chaurasiya and Mr. Rajeev S. Godhkindi resigned as
Directors. Ms. Saloni Jain was appointed as Additional Director. She was re-appointed as
Additional Director on 13/08/2022.
To comply with the provisions of the Companies Act, 2013 and Articles of Association,
Mr. Suresh P. 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 and Mr. Mahendra Balkrishan Dave is Chief
Finance Officer and Ms. Yashika Arora was the Company Secretary upto 11th November 2021.
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:
On 15/12/2021 and 14/02/2022 Audit Committee was reconstituted and accordingly, Mr.
Srivardhan A. Khemka, Mr. K.P. Jain, both Independent Directors, and Mr. Manoj Iyer were
appointed as Members on the Committee. On 20/05/2022 and on 13/08/2022 the said committee
was reconstituted and Mr. K.P. Jain and Mr. Gyansingh A. Rathore; both Independent
Director and Mr. Manoj Iyer were appointed as Members.
All the members of the Committee are having financial and accounting knowledge. The
Committee met four times during the financial year 2021-22.
Nomination & Remuneration committee/policy:
The Nomination and Remuneration Committee was reconstituted on 15/12/2021 and
14/02/2022 comprising of Mr. Mr. Srivardhan A. Khemka, Mr. K.P. Jain and Mr. K.
Subramanian. On 20/05/2022 and on 13/08/2022 the said Committee was reconstituted and Mr.
K.P. Jain, Mr. Kumar Subramanian and Ms. Saloni Jain were appointed as Members of the
Committee. 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 of Mr. K.P. Jain, Mr. K. Subramanian
and Ms. Saloni Jain, 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.
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 twenty four employee during the year under review.
Particulars required under Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are attached in Annexure III, which forms part of this
report.
Since none of the employee during the year under review, had drawn remuneration in
excess of Rs.8,50,000/- per month or RS.1,02,00,000/- per annum 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 2021-22. 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 company's 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, 2022 is
placed on the Company's 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:
In compliance with the Sexual Harassment of Women at Workspace (Prevention, Prohibition
& Redressal Act,2013 your Company has duly constituted an internal compliant
committee. The Committee has formulated a policy to ensure protection to its female
employees.
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 Company's
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: 13/08/2022 |
|
|