DIRECTORS’ REPORT

To,
The Members,
Your Directors have pleasure in presenting their 22nd Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31st March, 2016.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

Particulars 31st March, 2016 31st March, 2015

Total Income 18,21,784 29,98,600
Less: Total Expenditure 33,22,166 28,38,184

Profit Before Interest, Depreciation and Tax (15,00,382) 1,60,416

Less: Depreciation 7,351 8,104
Less: Interest 16,594 --

Profit Before Extraordinary Items and Tax (15,24,327) 1,52,312

Less: Extra-Ordinary Items -- --

Profit/(Loss) Before Tax (15,24,327) 1,52,312

Less: Tax Expense
(a) Current Tax 0 0 (b) Deferred Tax 0 0

Profit /(Loss) For The Year (15,24,327) 1,52,312

During the year under review the income of your Company has decreased to Rs. 18.22 Lac in the current year from Rs. 29.99 Lac earned in the previous year. The loss before interest, depreciation and tax of the Company for the current year has increased to Rs. 15.00 Lac as against the profit before interest, depreciation and tax of Rs. 1.60 Lac of the previous year. Similarly the loss after Tax (LAT) for the current year has increased to Rs. 15.24 Lac as against the profit after tax (PAT) of Rs. 1.52 Lac of the previous year.
1. CHANGE IN THE NATURE OF BUSINESS
There is no change in the business activity of the Company.
2. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture Company or Associate Company as on March 31, 2016 and any information for this purpose is not applicable to the company.
3. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
The Company has been incurring losses in earlier years due to business Loss and inadequate working capital facilities and the accumulated losses of the Company has almost wiped off the most of the net worth of the Company. Therefor the Company has proposed and started to act upon the Scheme of Reduction of Share Capital of the Company under Section 100 to 104 of the Companies Act, 1956, and other related provisions and got the observation letter for the same from BSE Ltd.
4. DIVIDEND
The Company has incurred loss during the year under review hence no dividend has been recommended by the Board for the financial year ended 31st March, 2016.
5. RESERVES
During the year under review, the company has not made any transfer to reserves.
6. DEPOSITS
During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. During the year, no amounts were outstanding which were classified as 'Deposits' under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.
7. SHARE CAPITAL
The Authorised Share Capital of the company is Rs. 5,00,00,000/- and the paid up share capital of the company is Rs. 3,26,37,000/-.
During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2015 - 2016.
8. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A".
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
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 to maintain its objectivity and independence. 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.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
a) Energy Conservation & Technology Absorption:
Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.
The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipments. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.
b) Foreign Exchange Earnings & Outgo:
The foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, are provided as follows:

11. AUDITORS AND AUDITOR’S REPORT
The Board, on the recommendation of the Audit Committee, proposed to re-appoint M/s. HAM & Co, Chartered Accountants, Mumbai (Registration No. 136368W ), as Statutory Auditor of the Company for the financial year 2016 - 17, Subject to approval of Members in the Annual General Meeting. The aforesaid Auditors have furnished the Certificate of their eligibility for re-appointment, Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder.
Auditors Report does not contain any qualification, reservation or adverse remark and is self explanatory.

12. SECRETARIAL AUDIT

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 had appointed Ms. Sonam Jain, Practicing Company Secretary having ICSI Membership No. A31862, Mumbai, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure B".
13. DIRECTORS& KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Ms. Asmita J Parikh, who is liable to retire by rotation and is eligible for re-appointment, has offered herself for re- appointment.
During the Financial year the following changes were made in Directors and Key Managerial Personnel.
i. Mr. Puspraj R. Pandey has been appointed as Company Secretary & Compliance Officer of the Company as on 01.11.2015 in place Mr. Ramkrishna Sukla who has been resigned from his office as on 31.05.2015.

B) Declaration by an Independent Director(s) and re- appointment, if any
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 Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

C ) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, as also of, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.
The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance.

D ) Meetings of the Board of Directors 

The Board of Directors met following six times during the financial year ended 31st March, 2016 and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

?26th February, 2016

?12th February, 2016

?10th November, 2015

?30th October, 2015

?10th August, 2015

?27th May, 2015

14. AUDIT COMMITTEE
The Audit Committee consist of Ms. Kanan R. Kapur, an Independent Director as a Chairperson and Ms. Heena S. Sayyed, Independent Director as a member and Mr. Soketu Parikh, Managing Director as a member of the committee. All the members of the Audit Committee possess good knowledge of corporate and project finance, accounts and Company law. The composition of the Audit Committee meets with the requirement of section 177 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Meetings

Six meetings of Audit Committee were held during the year ended 31st March, 2016 as on:

?26th February, 2016

?12th February, 2016

?10th November, 2015

?30th October, 2015

?10th August, 2015

?27th May, 2015

15. SHAREHOLDER/ INVESTOR GRIEVANCE COMMITTEE

The Board has constituted the Share Transfer Committee with the One Non- Executive Directors as Chairperson, One Executive and one Independent Director as members, to consider and approve Transfers of shares in the physical form and allied matters. The Shareholder/ Investor Grievance Committee have been constituted under the Chairmanship of Ms. Asmita Parikh and Mr. Soketu Parikh and Ms. Kanan Kapur as member till date and one meeting of the Shareholder/ Investor Grievance Committee were held on 12th February, 2016 during the year under review and all members of the committee were attended the meeting. The committee meets as and when required, to deal with the matters relating to transfer / transmission of shares and monitors redresses of complaints from shareholders relating to transfer, non- receipt of balance sheet, dividend declared etc.
16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has a vigil mechanism to deal with instance of fraud and / or mismanagement, if any.The details of the Policy is posted on the website of the Company.
17. NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted Nomination and Remuneration Committee as on 31st March, 2015 in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination & Remuneration policy framed by the Board is annexed hereto as "Annexure C" and forms part of this report and also available on the website of the Company http://www.alanscottind.com/. The Nomination and Remuneration Committee consist of Ms. Kanan R. Kapur, an Independent Director as a Chairperson and Ms. Heena S. Sayyed, Independent Director as a member and Mr. Ms. Asmita Parikh, Director as a member of the committee. One meeting of the Nomination and Remuneration Committee were held on 12th February, 2016 during the year under review and all members of the committee were attended the meeting.

18. SUSTAINABLE DEVELOPMENT
Sustainability has been deeply embedded into the Company's business and has become an integral part of its decision making process while considering social, economic and environmental dimensions.
19. BUSINESS RISK MANAGEMENT
Your Company has a robust Risk Management policy. The Company through a Steering Committee oversees the Risk Management process including risk identification, impactassessment, effective implementation of the mitigation plans and risk reporting. At present the company has not identified any element of risk which may threaten the existence of the company.
The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report, which is a part of this Report.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at http://www.alanscottind.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties
All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. As the transactions entered do not fall under
Section 188(1) of the Companies Act, 2013, hence Form AOC-2 is not required to be furnished.
22. PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of theCompanies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 forms part of this Report.
The above information is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information is also available for inspection by Members at the Registered Office of the Company, 21 days before the 22nd Annual General Meeting and up to the date of the Annual General Meeting during the business hours on working days. .
23. POLICIES:
All the policies are available on the website of the Company i.e. http://www.alanscottind.com.
24. REPORT ON CORPORATE GOVERNANCE AND AUDITOR'S CERTIFICATE THEREON
Pursuant to the Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Compliance related to the Corporate Governance is not mandatory to the Company.
In view of the above, Company has not provided report on corporate governance and auditor's certificate thereon for the year ended March 31, 2016. However, whenever the provision will becomes applicable to the company at a later date, the company shall comply with the requirements of the same within sixmonths from the date on which the provisions became applicable to the company.
25. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review, as stipulated in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part in "Annexure D" of this Report.
26. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
(a) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) that such accounting policies as (mentioned in the Notes to the financial statements) have been selected and applied consistently and judgements and estimates have been made 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, 2016 and of the Profit
/ loss of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken 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) that the annual financial statements havebeen prepared on a going concern basis;
(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
(f) that systems to ensure compliance with theprovisions of all applicable laws were in placeand were adequate and operating effectively.
27. GENERAL
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:
a. No significant or material orders were passed by theRegulators or Courts or Tribunals which impact thegoing concern status and Company's operations infuture.
b. Your Directors further state that during the year underreview, there were no cases filed pursuant to the SexualHarassment of W omen at W orkplace Prevention, Prohibition and Redressal) Act, 2013.
c. There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of the Report.
28. ACKNOWLEDGEMENTS
Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers and members and the society at large. The Directors also thank Governments of various countries, Government of India, Government of Maharashtra and concerned Government Departments/ Agencies for their co-operation. Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees of the company at all levels, as without their focus, commitment and hard work, the Company's consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board of Directors

Alan Scott Industriess Limited

Soketu Parikh

Chairman

DIN: 00651441

Place: Mumbai 

Date: 28th July, 2016

Annexure A

FORM NO. MGT - 9- EXTRACT OF ANNUAL RETURN For financial year ended 31st March, 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule12 (1) of the Companies (Management and Administration) Rules, 2014]

I REGISTRATION & OTHER DETAILS:
CIN : L99999MH1994PLC076732
Registration Date : 22/02/1994
Name of the Company : Alan Scott Industriess Limited
Category/ Sub-Category of the Company : Company limited by Shares / Non-Government Indian Company
Address of the Registered office and contact details : 15, Silversands, Dariyalal Chsl, Juhu Tara Road Mumbai- 400049
Whether listed company : () Yes ( ) No
Name, Address and Contact details of Registrar and TransferAgent, if any : Link Intime India Pvt. Ltd
C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (W est), Mumbai - 400078
Tel No. : 022- 2594 6970, 2594 6960, 6171 5400
Fax No. : 022- 2594 6969
Website : www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : Not Applicable