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You can view full text of the latest Director's Report for the company.

ISIN: INE648Z01023INDUSTRY: Logistics - Warehousing/Supply Chain/Others

NSE   ` 9.45   Open: 9.45   Today's Range 9.45
9.45
+0.15 (+ 1.59 %) Prev Close: 9.30 52 Week Range 7.05
18.25
Year End :2021-03 

The Directors have pleasure in presenting this 13th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2021. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS:

The financial performance of your Company for the Financial Year ended on March 31, 2021 vis-a-vis previous Financial Year ended March 31, 2020 is given below:

The brief financial

Standalone

Consolidated

results are ns

1___

1 COUIlw Cl 1 V ClO

under

FY

FY

>-

u_

>-

u_

2020-21

2019-20

2020-21 2019-20

REVENUE FROM OPERATIONS

3652.30

3439.70

3747.32 3483.81

ADD: OTHER INCOME

9.49

9.99

9.72 10.02

TOTAL REVENUE

3661.79

3449.69

3757.04 3493.83

EXPENSES

EMPLOYEE BENEFIT EXPENSES

61.89

69.87

67.93 75.48

FINANCE COST

55.16

74.29

55.21 73.78

DEPRECIATION

123.60

158.11

124.03 158.45

OTHER EXPENSES

3298.86

3096.26

3384.70 3132.04

TOTAL EXPENSES

3539.51

3398.53

3631.86 3439.76

PROFIT BEFORE TAX

122.28

51.16

125.18 54.07

TAX EXPENSES

36.06

12.44

36.69 12.86

PROFIT AFTER

86.22

38.72

88.49 41.21

TAX

EARNINGS PER SHARE

5.73

2.57

5.88 2.74

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY

Standalone: Your Company has reported a total income of Rs. 3661.79 /- for the Financial Year ended March 31, 2021 as compared to Rs. 3449.69 /- in the previous year ended March 31, 2020 and the net profit for the year under review amounted to Rs. 86.22 /- in the current year as compared to Rs. 38.72 /- of the previous year.

Consolidated: Your Company has reported a total income of Rs. 3757.04 /-for the Financial Year ended March 31, 2021 as compared to Rs. 3493.83 /- in the previous year ended March 31, 2020 and the net profit for the year under review amounted to Rs. 88.49 /- in the current year as compared to Rs. 41.21/- of the previous year.

3. DIVIDEND

The Board of Directors does not recommend any dividend on Equity Share Capital for the year under review with a view to conserve resources and plough back the profits for the Financial Year ended 31st March 2021 and strengthen the net working capital.

4. IMPACT ON BUSINESS OWING TO COVID-19 PANDEMIC

The CoVID-19 Pandemic has affected the logistics industry as a whole. The company is into international freight forwarding and mainly in the ceramics and marble industry. The Company has markets in the Middle East, Europe & US. The early outbreak of COVID-19 in these markets since January 2020 has affected volumes of Business However due to diversification of business and PAN-based establishments the effect was bearable.

The COVID - 19 pandemics are rapidly spreading across the world as well as in India and had caused a nationwide shutdown. The company has resumed its business activities in a phased manner in line with the directives of the Government of India. The Company's management has made an initial assessment of the likely adverse impact on business and believes that the impact is not material in nature. As informed to us the management does not see any medium to long-term risks in the company's ability to continue as a going concern and meeting its liabilities as and when they fall due.

To summarize, your company is in a comfortable position to combat the Covid-19 storm from liquidity and operations continuity. Towards the end of March 2020, many of the States / Union Territories across the country in view of highlighted concern over the spread of Corona Virus disease (COVID-19) issued directives inter-alia to, facilitate work from home for the majority of its employees. In line with the lockdowns announced by the Central Government, the office of the Company was closed from March 23, 2020 till the mid of May 2020 and employees were provided the facility of "Work from Home" to ensure continuity of operations of the Company.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no changes in the nature of business of your Company during the year under review.

6. EXTRACT OF ANNUAL RETURN

The details forming part of 'Extract of Annual Return' in Form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is uploaded on the website of the Company www.aslindia.net

7. BOARD MEETINGS AND ATTENDANCE

The Directors of your Company met at regular intervals with the gap between two meetings not exceeding 120 days to review Company's policies and strategies apart from the Board matters. During the year under review, the Board of Directors met 08 times on 25/04/2020, 02/06/2020, 28/07/2020, 22/08/2020, 02/09/2020, 12/10/2020, 13/11/2020, and 13/02/2021.

Name of Director

No. of Board meeting

No. Meetings held

Attended

Vinay Dinanath Tripathi

8

8

Rama Vinay Tripathi

8

8

Hemant Rajnikant Shah

5

5

Jayantiram Motiram Choudhary

8

8

Shankarlal Budharam Bochaliya

8

8

Rahul Kumar Mandowara

8

8

Mukesh Patel

6

6

8. 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 that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed and there are no material departures for the same;

b) 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 of March 31, 2021 and of the profits of the Company for the year ended on that date.

c) 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;

d) Directors have prepared the annual accounts on a going concern basis.

e) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) 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.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND IT’S ADEQUACY

Your Company has its internal financial control systems commensurate with the size of its operations. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including optimal utilization of resources, reliability of its financial information and compliance, and timely preparation of reliable financial information.

Clearly defined roles and responsibilities have been institutionalized. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company's operations.

10. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March 2021, the Company has proposed to carry an amount of Rs 86.22/- to the General Reserve Account.

11. DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposit) Rules, 2014; therefore there was no principle or interest outstanding as on the date of the balance sheet.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not made/given/advanced any Loan, Guarantee during the financial year covered under section 186 of the Companies Act, 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in the ordinary course of business and on an arm's length basis. Further, none of these contracts/arrangements/transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. All related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm's length basis and in the ordinary course of business and were in compliance with applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions made by the Company with Promoters, Directors, KMP, or Senior Management Personnel which may have a potential conflict with the interest of the Company at large. Also, there are no material transactions with any related party that is required to be disclosed under Form AOC-2.

14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY/IES

Disclosures related to Subsidiary, Associate & Joint Venture Company for Financial Year 2020-2021:

The company has One Wholly Owned subsidiary M/s. A.R.S. International Private Limited (U63020GJ2013PTC074018) having registered Office at Survey No-42, Plot-11, Meghpar Borichi, Tal Anjar - 370110, Kachchh, Gujarat

And Two subsidiary M/s. A.R.S. Terminals (India) Private Limited (U63030GJ2018PTC100397) having registered office at "ASPL House”, Plot No.11 Survey No.42, Meghpar Borichi, Anjar 370110 Kachchh, Gujarat, and M/s. Jayant Logistics Private Limited (U63020GJ2010PTC061181) having a registered office at Ward A/4, S. No. 416 Satta Bazar, Grain Market, Jamnagar Gj 361001.

During the year, the Board of Directors (the Board) reviewed the affairs of material subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, the report on the performance and financial position of each of the subsidiary, associate, and joint venture and salient features of the financial statements in the prescribed Form AOC-1 is annexed to this report Annexure- 1.

• There was no Company which has become or ceased to be Subsidiary, Associate, JVs Company during the year.

15. LISTING AT STOCK EXCHANGES

The Company's equity shares were listed on the SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from June 22, 2018 and Migrated to NSE Main Board December 11, 2020. Annual Listing fees have been duly paid by the Company to the Exchange.

16. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

As per the provisions of Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014 there is no material changes has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting the financial position of the Company.

17. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereafter, M/s Lahoti & Lahoti, Chartered Accountants (Firm Registration No: 112076W), Gandhidham has been appointed as Statutory Auditors of the Company from the conclusion of the 12th Annual General Meeting (AGM) of the Company held on 30th of September, 2020 till the conclusion of 17th Annual General Meeting.

In pursuant to the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of a statutory auditor is not required to be ratified at every annual general meeting.

COMMENTS ON AUDITORS' REPORT OR EXPLANATION TO AUDITOR'S REMARKS:

The Auditors' Report for the financial year ended on March 31, 2021 forms part of this Annual Report, and the same does not contain any qualification, reservation, or adverse remark.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

18. SECRETARIAL AUDITOR

The Board has appointed M/s. Piyush Prajapati & Associates, Practicing Company Secretaries, to conduct a Secretarial Audit for the financial year ended March 31, 2021. The Secretarial Audit Report for the financial year ended March 31, 2021 is annexed herewith marked as Annexure: B to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

19. INTERNAL AUDITOR:

M/s Vinayak Kothari & Associates were appointed as the Internal Auditor of the Company for the financial year 2020-21 based on the recommendation of the Audit Committee of the Company.

20. BOARD’S RESPONSE ON AUDITOR’S QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE

There are no qualifications, reservations, or adverse remarks made by the statutory auditors in their report for the year ended 31st March, 2021. During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision relating to Section 134(3)(m) read with rule 8 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 relating to conservation of energy and technology absorption, earnings and outgo in foreign exchange during the financial year 2020-2021 has been stated under:

(A) Conservation of energy-

(i) The steps are taken or impact on the conservation of energy-

Your Company applies stringent control systems to monitor day-to-day power

consumption. It ensures optimal usage of energy and mitigates wastage to the extent possible.

(ii) The steps were taken by the company for utilizing alternate sources of energy - NIL

(iii) The capital investment on energy conservation equipment - NIL

B) Technology absorption- Your Company has no activities relating to technology absorption. Hence, nothing is reported here.

(C) Foreign exchange earnings and Outgo-

(Amount in Millions)

Foreign exchange earnings

981.96

Foreign exchange Outgo

59.80

22. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors and Key Managerial Personnel of your Company are summarized as below:

S.NO

NAME

DESIGNATION

DIN/PAN

1.

Jayantiram Motiram Choudhary

Independent Director

02617118

2.

Shankarlal Budharam Bochaliya

Independent Director

08068906

3.

Rahul Kumar Mandowara

Independent Director

08068972

4.

Mukesh Vithaldas Patel

Executive Director

02811604

5.

Vinay Dinanath Tripathi

Chairman & Managing Director

02344536

6.

Rama Vinay Tripathi

Whole Time Director

05133579

7.

Hiren Vijay Sukhwani

Chief Financial Officer

CITPS6383R

8.

Shipra Jhanwar

Company Secretary & Compliance Officer

AUKPM5522H

23. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6).

They have also confirmed that they meet the requirements of the Independent Director as mentioned under Regulation 16 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

During the financial year under review and in accordance with the provisions of Section 134(3)(p) of the Companies Act, 2013and Rule 8(4) of the Companies (Accounts) Rules, 2014, The Board based on evaluation criteria recommended by the 'Nomination and Remuneration Committee' and 'Code for Independent Directors' evaluated the performance of Board members. The Board after due discussion and taking into consideration of the various aspects such as Knowledge and skills, Competency, Financial literacy, Attendance at the Meeting, Responsibility towards the Board, Qualifications, Experience, Fulfilment of functions assigned to him, Ability to function as a team, Initiative Availability & Attendance, Commitment, Contribution; expressed their satisfaction with the evaluation process and performance of the Board.

25. CORPORATE GOVERNANCE

Your Company believes in conducting its affairs in a fair, transparent, and professional manner and maintaining good ethical standards, transparency, and accountability in its dealings with all its constituents. As required under the Listing Regulations, a detailed report on Corporate Governance along with the Auditors' Certificate thereon forms part of this report as "Annexure -V".

26. DISCLOSURES

The Composition of various Committees of your Company as on date is as below:

A. Corporate Social Responsibility Committee (CSR Committee)

The committee presently comprises the following Four (4) directors:

Name of Director

Designation

Nature of Directorship

Mr. Vinay Tripathi

Chairman

Chairman & Managing Director

Mrs. Rama Tripathi

Member

Whole Time Director

Mr. Rahul Mandowara

Member

Independent Director

Mr. Shakarlal Bochaliya

Member

Independent Director

B. Audit Committee

The committee presently comprises the following Four (4) directors:

Name of Director

Designation

Nature of Directorship

Mr. Rahul Mandowara

Chairman

Independent Director

Mr. Shakarlal Bochaliya

Member

Independent Director

Mr. Jayantiram Choudhary

Member

Independent Director

Mr. Vinay Tripathi

Member

Chairman & Managing Director

C. Nomination and Remuneration Committee

Composition of Nomination and Remuneration Committee:

Name of Director

Designation

Nature of Directorship

Mr. Rahul Mandowara

Chairman

Independent Director

Mr. Shakarlal Bochaliya

Member

Independent Director

Mr. Jayantiram Choudhary

Member

Independent Director

Mr. Vinay Tripathi

Member

Chairman & Managing Director

D. Stakeholders Relationship Committee

Composition of Stakeholder's Relationship Committee:

Name of Director

Designation

Nature of Directorship

Mr. Rahul Mandowara

Chairman

Independent Director

Mr. Shakarlal Bochaliya

Member

Independent Director

Mr. Jayantiram Choudhary

Member

Independent Director

Mr. Vinay Tripathi

Member

Chairman & Managing Director

27. POLICIES

A. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks towards the key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. The board is of the opinion that there were no major risks affecting the existence of the company.

B. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company's Codes of Conduct or Corporate Governance Policies, or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board. The Whistleblower Policy has been duly communicated within your Company.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel has been denied access to the Audit Committee in this regard.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's website www.aslindia.net.

C. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

Your Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company did not receive any sexual harassment complaints during the year ended on March 31, 2021. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at www.aslindia.net.

D. DETAILS OF POLICIES DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee (CSR Committee) had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, and the same was duly approved by the Board. The CSR Policy may be accessed on the website of the Company at www.aslindia.net.

During the year under, the Company was in the process of identification of the projects as CSR Initiatives. However, the CSR amount required to be spent as per section 135 of the companies Act, 2013 read with Schedule VII thereof by the company during the year is Rs. 35.62 Lakh However during the year Company has spent Rs. 1.39 Lakh while rest of the amount i.e. Rs. 34.23 Lakh is still pending due to issues in Pandemic, the details of CSR Initiatives set out in the Annexure-2 of this report.

28. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS

During the Financial Year 2020-21, there were no significant or material orders were passed by the Regulators or Courts or tribunals which affect the going concern status of the Company and its operations in the future.

29. SHARE CAPITAL

The Authorized share capital of the Company as on 31st March, 2021 is Rs. 20,00,00,000/- divided into 2,00,00,000 equity shares of Rs.10/- each.

The Paid-up Share Capital of the Company as on 31st March, 2021 was Rs. 15,05,60,000/- divided into 1,50,56,000 Equity Shares of Rs.10/- each fully paid up.

Other Disclosures pertaining to Share Capital:

A. Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

B. Your Company has not issued any sweat equity shares during the Financial Year under review.

C. Your Company has not issued any equity shares with differential rights

D. Your Company has not issued any Employee Stock Option Scheme

30. DEMATERIALISATION OF EQUITY SHARES

The entire Shareholding of the Company is in Demat form. The ISIN No. allotted is INE648Z01015.

31. PARTICULARS OF EMPLOYEES

Details in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014, the names and other particulars of the employee are appended as 'Annexure 3' to the Boards' Report.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company's performance is made in the Management Discussion and Analysis Report, which forms part of this Annual Report.

33. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

34. ENVIRONMENT, HEALTH AND SAFETY

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well-being of every person. The Company strives to achieve safety, health, and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Company's DNA.

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

36. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organizational growth. During the year, the Company maintained a record of peaceful employee relations. Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

36. ACKNOWLEDGMENT

Your Directors thanks all the Stakeholders including, Investors, Customers, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of our employees at all levels.

The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your Directors look forward to their continued support in the future for the consistent growth of the Company.

Date: September 02, 2021 For & on behalf of the Board of Directors

Place: Anjar

Vinay Dinanath Tripathi

DIN :02344536 Chairman & Managing Director