Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the forty second Annual
Report together with the audited financial statements for the year
ended March 31, 2015.
1. Financial Results :
The Company's financial performance, for the year ended March 31, 2015
is summarized below.
(Rs. In Million)
As at As at
March 31,
2015 March 31,
2014
Gross Income 324.25 398.09
Profit/(Loss) before Interest, Depreciation &
Taxation (255.06) (225.93)
Interest 8.89 55.19
Gross Profit (246.17) (170.74)
Provision for Depreciation 55.27 81.82
Profit/(Loss) before Tax (190.90) (88.92)
Deferred Tax Credit - (6.82)
Profit/(Loss) After Tax (190.90) (82.10)
Net Profit/(Loss) for the period (190.90) (82.10)
2. Overview of Company's Financial Performance:
The Company provided for doubtful debt amounting of Rs. 45.53 Million
and written of advance amounting of Rs 48.01 Million. The operations
were also adversely affected due to poor market conditions.
3. Dividend:
In view of the current year's carried forward losses, your Directors do
not recommend any dividend for the year.
4. Transfer to Reserves:
During the year under review, no amount was transferred to General
Reserve.
5. Report On Performance Of Subsidiaries, Associates And Joint Venture
Companies:
During the year under review, your Company did not have any subsidiary,
associate and joint venture company.
6. Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement executed with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report and Certificate regarding compliance of conditions of Corporate
Governance form an integral part of this report and are set out as
separate Annexure to this Report.
7. Public Deposits:
Your Company has not accepted any deposits within the meaning of
Section 73 and 76 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014 and, as such, no amount of
principal or interest was outstanding as at the end of the year and the
question of non-compliance of the same does not arise.
8. Board Of Directors And Key Managerial Personnel
Directors:
During the financial year 2014-15, Mr. Ameet Bansal has been resigned
from the post of Director and he is appointed as CFO of the Company
w.e.f August 01, 2014 on recommendation of Audit Committee for the term
of 5 years pursuant to section 196,197,198, 203 read with schedule V &
other applicable provisions, if any, of the Companies Act, 2013 &
Clause 49 of the Listing Agreement.
In compliance with the provisions of Sections 149, 152 and all other
applicable provisions, if any, of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for
the time being in force) and Clause 49 of the Listing Agreement, Mr.
Rakeshkumar Agarwal (DIN: 00244328) who was appointed as
Additional/Non- Executive Director on the Board of your Company w.e.f
August 14, 2014 & Mrs. Alka Dayal (DIN: 06945007), who was appointed as
Additional/Executive Director w.e.f. August 14, 2014, in respect of
whom, the Company has received a notice in writing from a member under
Section 160 of the Companies Act, 2013 signifying his intention to
propose Mr. Rakeshkumar Agarwal and Mrs. Alka Dayal, as a candidate for
the office of Director, be and is hereby appointed and regularised as
Director of the Company in the Annual General Meeting held on September
19, 2014 subject to retirement by rotation.
Further, in compliance with the provisions of Sections 196,197,198, 203
read with Schedule V and other applicable provisions, if any, of the
Companies Act, 2013 & Clause 49 of the Listing Agreement, the Board of
Directors on the recommendation of the Nomination & Remuneration
Committee appointed Mr. Mukesh Bansal as Whole-time Director for the
period August 01, 2014 till July 31, 2019.
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 Clause 49 of the Listing Agreement.
In accordance with the provisions of the Companies Act, 2013, Mrs. Alka
Dayal (holding DIN 06945007), is retiring by rotation at the ensuing
Annual General Meeting of the Company and is eligible for
re-appointment & she has offered herself for re-appointment, which the
Board recommends.
Mr. Mukesh Bansal-Whole-time Director, Mr. Ameet Bansal-CFO and Mr.
Birendra Kumar Nath- Company Secretary are the Key Managerial Personnel
of your Company in accordance with the provisions of Sections 2(51),
203 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained Remuneration Policy.
The Board of Directors expressed their satisfaction with the evaluation
process
Nomination and Remuneration Committee:
The Board has in accordance with the provisions of sub-section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting
out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration for
Directors, Key Managerial Personnel and other employees. The detail of
the policy is explained in the Corporate Governance Report.
9. Board meetings:
Nine During the financial year ended March 31, 2015, Nine (9) meetings
of the Board of Directors were held and the maximum time gap between
two (2) meetings did not exceed one hundred and twenty days. The dates
of the Board meetings are as under:
May 30, 2014, June 03, 2014, August 14, 2014, September 11, .2014,
November 14, 2014, December 09, 2014, February 14, 2015, February 28,
2015 and March 12, 2015.
10. Material Changes and Commitments, If any affecting the Financial
Position of the Company which have occurred between the end of the
Financial Year of the Company to which the Financial Statements Relate
and the Date of the Report:
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end
of the financial year of the Company to which the financial statements
relate and the date of the report.
11. Declaration Of Independence:
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of Companies Act, 2013 read with the
Schedules and Rules issued thereunder as well as Clause 49 of the
Listing Agreement.
12. 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 accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b) that 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 at March 31, 2015 and its loss for the
year ended on that date;
c) that the Directors have taken proper and sufficient care 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) that the Directors have prepared the annual accounts on a going
concern basis;
e) that proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively; and
f) that proper internal financial controls laid down by the Directors
were followed by the Company and such internal financial controls are
adequate and were operating effectively.
13. Management Discussion And Analysis
The Management Discussion and Analysis Report for the year under review
as stipulated under Clause 49 of the listing agreement with the Stock
Exchanges annexed to this Directors' Report, provides a more detailed
review of the operating performance.
14. Auditors: Statutory Auditor
The Company's Auditors, Agarwal Desai and Shah, Chartered Accountants
(Firm Registration No. 124850W), of 404, Sai Chambers, Opposite
Railway Station, Santacruz (East), Mumbai - 400055, statutory auditors
of the Company who retires at the ensuing Annual General Meeting of the
Company are eligible for reappointment. They have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules
framed thereunder for reappointment as Auditors of the Company. As
required under Clause 49 of the Listing Agreement, the auditors have
also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
Secretarial Auditor
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 has appointed Miss. Ankita
Jasrapuria, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is annexed herewith as "Annexure A".
15. Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form
MGT 9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, are set
out herewith as "Annexurex B" to this report.
16. Related Party Transactions:
All related party transactions that were entered into during the
financial year were on an arm's length basis and majority of those
transactions were in the ordinary course of business. There were no
materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the
Company at large.
All related party transactions were placed before the Audit Committee
and the Board for approval. Prior omnibus approval of the Audit
Committee was obtained for the transactions which were of a foreseen
and repetitive nature. The transactions entered into pursuant to the
omnibus approval so granted were reviewed and a statement giving
details of all related party transactions was placed before the Audit
Committee and the Board for their approval on a quarterly basis.
The policy on related party transactions as approved by the Board is
uploaded on the Company's website. None of the Directors has any
pecuniary relationships or transactions vis-Ã -vis the Company.
The particulars of contracts or arrangements with related parties given
in "Form AOC-2" are annexed herewith as "Annexure-C".
17. Risk Management Policy:
As per the requirements of Clause 49 of the Listing Agreement, your
Company has constituted a Risk Management policy to oversee the risk
management efforts in the Company under the Chairmanship of Mr. Hiren
Chandrakant Oza, Independent Director.
The Board of Directors of the Company has designed Risk Management
Policy and Guidelines to avoid events, situations or circumstances
which may lead to negative consequences on the Company's businesses,
and define a structured approach to manage uncertainty and to make use
of these in their decision making pertaining to all business divisions
and corporate functions. Key business risks and their mitigation are
considered in the annual/strategic business plans and in periodic
management reviews.
18. Vigil Mechanism Policy for the Directors And Employees:
The Board of Directors of the Company has, pursuant to the provisions
of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil
Mechanism Policy" for Directors and employees of the Company to provide
a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee.
19. Conservation Of Energy, Technology Absorption And Foreign Exchange
Earnings & Outgo:
Your Company has not consumed energy of any significant level and
accordingly, no additional investment was made for reduction of energy
consumption during the year under review. Considering the nature of
activities undertaken by your Company, no comment is made on technology
absorption. There has been no foreign earnings or outgo during the year
under review.
20. Particulars Of Employees:
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
21. Policy For Prevention Of Sexual Harassment In The Company:
The Company values the dignity of individuals and strives to provide a
safe and respectable work environment to all its employees. The Company
is committed to providing an environment, which is free of
discrimination, intimidation and abuse. Pursuant to Sexual Harassment
of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013
and rules made thereunder, the Company has a Policy for prevention of
Sexual Harassment in the Company. (All employees (permanent,
contractual, temporary and trainees) are covered under this policy.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prohibition, Prevention and Redressal) Act, 2013.
22. Internal Control Systems:
Adequate internal control systems commensurate with the nature of the
Company's business and size and complexity of its operations are in
place has been operating satisfactorily. Internal control systems
comprising of policies and procedures are designed to ensure
reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are
acquired economically, used efficiently and adequately protected.
23. Disclosure Of Orders Passed By Regulators Or Courts Or Tribunal:
No orders have been passed by any Regulator or Court or Tribunal which
can have impact on the going concern status and the Company's
operations in future.
24. Disclosure Under Section 43(A)(Ii) Of The Companies Act, 2013:
The Company has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a)(ii) of the Act
read with Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
25. Disclosure under section 54(1)(d) of the companies act, 2013:
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Section
54(1)(d) of the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.
26. Disclosure Under Section 62(1)(B) Of The Companies Act, 2013:
The Company has not issued any equity shares under Employees Stock
Option Scheme during the year under review and hence no information as
per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
27. Acknowledgement
Your Directors would like to express their gratitude for the continuous
support and guidance received from Company's lenders, bankers, the
Government departments, SEBI and Stock Exchange officials.
August 14, 2015 For and on behalf of the Board
Regd. Office:
Unit No. 611, Hiren Chandrakant Oza
Skylon Co-operative Housing Society, Chairman
GIDC, Char Rasta,Vapi-396195
Mar 31, 2014
Dear Members,
The Directors are pleased to present the Annual Report and the
Company''s audited accounts for the financial year ended March 31, 2014.
FINANCIAL RESULTS
The Company''s financial performance, for the year ended March 31, 2014
is summarised below
(Rs. In Million)
2013- 14 2012-13
Profit/(Loss) before Tax (65.26) (0.40)
Less: Deferred Tax Credit (6.82) -
Profit/(Loss) After Tax (58.44) (0.40)
Profit/(Loss) from discontinuing operations - -
Net Profit/(Loss) for the period (58.44) (0.40)
DIVIDEND:
In view of the current year''s carried forward losses, your Directors do
not recommend any dividend for the year.
OPERATIONS:
Please refer MDA (Management discussions and analysis) , which is
considered by the board as a part of the Directors report.
FUTURE EXPANSION AND OUTLOOK:
Please refer MDA (Management discussions and analysis) , which is
considered by the board as a part of the Directors report
CHANGES IN CAPITAL STRUCTURE:
The current capital structure has been reclassified to meet with the
requirements of the Scheme of Arrangement between Asis India
Infrastructure Limited and Asis Logistics Limited through Postal Ballot
process. The authorised share capital of the Company to Rs.
75,00,00,000/- (Rupees Seventy Five Crores Only) divided into 14,00,000
(Fourteen Lakh) Equity Shares of Rs. 100/- Rupees One Hundred Only)
each aggregating to Rs. 14,00,00,000/- (Rupees Fourteen Crore Only) and
Rs. 61,00,000/- (Sixty One Lakh Only) 1% Cumulative Redeemable
Preference Shares of Rs. 100/- (Rupees One Hundred Only) each
aggregating to Rs. 61,00,00,000/- (Rupees Sixty One Crores Only).
LISTING DETAILS FOR EQUITY SHARES:
The Company''s Equity Shares are listed with Bombay Stock Exchange
Limited. The Company is regular in paying listing fees to the Stock
Exchange.
Trading in the Company''s shares for all investors is permitted in
dematerialized form only. The ISIN of the Securities is INE 888E01012.
During the Year the Company had allotted 43,655 (Forty Three Thousand
Six Hundred Fifty Five only) No. of Equity Shares of Rs. 100/- each and
6,027,182 (Sixty Lac Twenty Seven Thousand One Hundred Eighty Two Only)
1% Cumulative Redeemable Preference shares of Rs.100/- each. The above
Equity shares are in the Process of Listing With BSE.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
Your Company has not consumed energy of any significant level and
accordingly, no additional investment was made for reduction of energy
consumption during the year under review. Considering the nature of
activities undertaken by your Company, no comment is made on technology
absorption. There has been no foreign earnings or outgo during the
year under review.
DIRECTORS:
Mr. Vianney D''Gama is retiring by rotation at the ensuing Annual
General Meeting of the Company and is eligible for re-appointment & he
has offered himself for re-appointment, which the Board recommends.
As of the date of this Report, Mr. Vianney D''Gama, Mr. Hiren
Chandrakant Oza, and Mr. Manoj Hridyanand Singh are Non Executive
Independent Directors as per Clause 49 of the Listing Agreement and
were appointed under the Companies Act 1956 as Directors not liable to
retire by rotation. In order to give effect to the applicable
provisions of sections 149 and 152 of the Act, it is proposed that
these Directors be appointed as Independent Directors, to hold office
for five consecutive years, with effect from August 1, 2014 up to July
31, 2019.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed under the applicable provisions of section
149 of the Act and under Clause 49 of the Listing Agreement with the
Stock Exchanges
AUDITORS:
M/s. Agarwal Desai and Shah, Chartered Accountants of 404, Sai
Chambers, Opposite Railway Station, Santacruz (East), Mumbai - 400055,
statutory auditors of the Company hold office upto the forthcoming
Annual General Meeting and are recommended for re- appointment to audit
the accounts of the Company for the Financial Year 2014-15. As required
under the provisions of Section 139 of the Companies Act, 2013 the
Company has obtained written confirmation that their appointment, if
made would be in conformity with the limits specified in the said
section.
CORPORATE GOVERNANCE:
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The requisite
Certificate from Miss Priyanka M Borkar, Practicing Company
Secretaries, confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49.
PARTICULARS OF EMPLOYEES:
The Company has no employee during the year under review, drawing
remuneration in excess of the limit prescribed under Section 217 (2A)
of the companies Act, 1956.
In accordance with the provisions of the Companies Act, 1956 Directors
state that:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) that 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 at March 31, 2014 and its loss for the
year ended on that date;
c) that the Directors have taken proper and sufficient care 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) that the Directors have prepared the annual accounts on a going
concern basis
ACKNOWLEDGEMENT
Your Directors would like to express their gratitude for the continuous
support and guidance received from Company''s lenders, bankers, the
Government departments, SEBI and Stock Exchange officials.
For and on behalf of the Board
Place : Mumbai Hiren Oza
Date : 14th August, 2014 Chairman
Mar 31, 2013
To, The Members,
The Directors submit their Report together with audited accounts for
the year ended 31st March, 2013. (Amount in Rs.)
2012-13 2011-12
Profit/(Loss) before Tax (402,137) (467,078)
Provision for Taxation
Profit/(Loss) After Tax (402,137) (467,078)
Profit/(Loss) from the period from
continuing operations (402,137) (467,078)
Tax Expense from discontinuing operations
Profit/(Loss) from discontinuing
operations
Net Profit/(Loss) for the period (402,137) (467,078)
DIVIDEND:
In view of the current year''s carried forward losses, your Directors do
not recommend any dividend for the year.
OPERATIONS:
The Company has not yet started its full fledged business activities.
Board of Directors initiated process to start various business
activities. Board of directors is confident of good performance in
current financial year. The operating results of the Company during the
year under review show Net Loss of Rs. 402,137/- as compared to loss of
Rs. 467,078/- in the previous year.
FUTURE EXPANSION AND OUTLOOK:
As you are aware, during the Financial Year 12-13 the Company had
allotted 2600 equity shares to ASIS Industries Limited on conversion of
2600 convertible warrants of Rs. 100/- each at Rs. 1800/-. This
expansion in equity of the Company was made with a view to commence new
business activity related to Logistics.
In the areas of logistics, the Company plans to now offer services such
as transportation, custom clearing and forwarding, advising on direct
and indirect tax matters, material handling and warehousing. Most of
these services planned by the Company are relating to foreign trade
which is growing CAGR of over 25% since last 5 years.
Since these activities require specialized skill, knowledge and
approval, the Company has made arrangements for reverse merger of
existing logistic operation of ASIS Logistics Limited. The Company had
filed the Scheme of Arrangement before the Hon''ble High Court of Bombay
and Hon''ble High Court of Gujarat for the approval. The Appointed date
for the proposed restructuring is April 1, 2011 and the Scheme shall be
effective when the certified copies of the High Court Orders are filed
with the Registrar of Companies.
The operation proposed to be merged with the Company have strong
financials and sales revenue. With the scheme of arrangement the
Company will be benefited not only by transferring the existing
operation with effect from April 1, 2011 but also the growth which will
accrue to the merged operation after the approval of scheme.
SCHEME OF ARRANGEMENT:
The Board of Directors of the Paraan Ltd ("Paraan or "the CompanyÂ),
on January 19, 2012 announced and approved a Scheme of Arrangement
(''the Scheme'') between the Company and ASIS Logistics Limited (''ALL")
and their respective shareholders and creditors pursuant to Sections
391 to 394 and other applicable provisions of the Companies Act, 1956.
As per the Scheme, the Logistics Business of ALL shall be demerged into
Paraan Ltd.
The Bombay Stock Exchange has granted its No-Objection to the Scheme of
Arrangement vide its Letter dated May 9, 2012. The Company filed the
Scheme of Arrangement with the Hon''ble High Court of Bombay and Hon''ble
High Court of Gujarat for the approval. The Appointed date for the
proposed restructuring is April 1, 2011 and the Scheme shall be
effective when the certified copies of the High Court Orders are filed
with the Registrar of Companies, The Scheme of Arrangement has been
approved by the Hon''ble High Court of Mumbai vide Order dated 22nd
March, 2013 and approval from Hon''ble High Court of Gujarat has been
obtained vide Order dated 29th April, 2013. But the Certified copy of
the Order from Hon''ble High Court is still awaiting. Accordingly no
effect of the Scheme has been given in these financial statements for
the year ended March 31, 2013.
CHANGES OF NAME OF THE COMPANY
The Scheme of Arrangement between the Company and ASIS Logistics
Limited (''ALL") is a widely accepted principles of single window
clearance, when the change in name and consequential alteration in
Memorandum and Articles of Association is proposed as an integral part
of the Scheme, the Company is not required to follow the separate
procedures for compliances of several provisions including Sec. 20, 21
and 192 of the said Act. Hence approval of the Scheme along with for
change of name and alteration of Memorandum and Articles of Association
has been taken through the Court Convened General Meeting held on
September 18, 2012. Therefore, the Board of Directors of the Company
has proposed to change the name of the Company to "ASIS LOGISTICS
LIMITEDÂ.
CHANGES IN CAPITAL STRUCTURE:
Issue of Equity shares against conversion of Convertible Warrants
The Company had allotted 26,000 (Twenty Six Thousands) convertible
warrants on a Preferential basis, to Asis Industries Ltd ("AILÂ) at a
price of Rs. 1,800 per warrant at the Meeting of Board of Directors
held on 28th June, 2011. The above shares issued to ASIS Industries
Limited will be subject to lock in for a period as prescribed under
SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009.
At the request of the allottee, Company had issued only 2600 equity
shares of Rs. 100/- each against conversion of 2600 convertible
warrants at the meeting of the Board of Directors held on 18th
December, 2012 and forfeited 23,400 Convertible Warrants .
FIXED DEPOSITS:
The Company has not accepted any fixed deposit from public and
shareholders during the year under review. Moreover, no fixed deposit
as per section 58A is outstanding as on 31st March, 2013.
LISTING DETAILS FOR EQUITY SHARES:
The Company''s Equity Shares are listed with Bombay Stock Exchange
Limited. The Company is regular in paying listing fees to the Stock
Exchange.
Trading in the Company''s shares for all investors is permitted in
dematerialized form only. The ISIN of the Securities is INE 888E01012.
During the Year the Company had allotted 2,600 No. of Equity Shares as
against conversion of same number of Convertible Warrants issued to
Asis Industries limited. These shares are in the Process of Listing
With BSE.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
Your Company has not consumed energy of any significant level and
accordingly, no additional investment was made for reduction of energy
consumption during the year under review. Considering the nature of
activities undertaken by your Company, no comment is made on technology
absorption. There has been no foreign earnings or outgo during the
year under review.
DIRECTORS:
Mr. Ameet Bansal, Director is retiring by rotation at the ensuing
Annual General Meeting of the Company and is eligible for
re-appointment & he has offered himself for re-appointment.
On 1st March, 2013 Mr. Hiren Oza was inducted by the Board in their
meeting, as an additional director of the Company. He holds office upto
the date of the forthcoming Annual General Meeting and the Company has
received a notice from a member intending to propose the candidature of
Mr. Hiren Oza as Director of the Company.
AUDITORS:
M/s. B Y & Associates, Chartered Accountants, (Registration No.
123423W) statutory auditor of the Company of 510-513, Appejay House,
5th Floor, Near Lion Gate, Fort, Mumbai - 400 023 has given their
consent to act as Statutory Auditors as per the Companies Act, 1956.
The Board of Directors recommends their reappointment.
SECRETARIAL COMPLIANCE CERTIFICATE:
As per the Section 383A of the Companies Act, 1956, the Company having
paid-up share capital more than Rs. 10 Lacs and less than Rs. 5 Crores
is required to obtain a Certificate from a Company Secretary in
whole-time practice regarding compliance of various secretarial
matters.
Accordingly, the Board of Directors had appointed M/s. D. G. Prajapati
& Associates, Company Secretaries (C.P. No.: 4209) of 302, S. B.
Bhavan, Carter Road No-5, Borivali (East), Mumbai- 400 066, , as a
Secretarial Auditor. The Compliance Certificate issued by M/s. D. G.
Prajapati & Associates is attached herewith which forms part of this
report.
PARTICULARS OF EMPLOYEES:
The Company has no employee during the year under review, drawing
remuneration in excess of the limit prescribed under Section 217 (2A)
of the companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with the provisions of the Companies Act, 1956 Directors
state that:
i) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed;
ii) Accounting policies as listed in the Schedule J to the financial
statements have been selected and consistently applied and reasonable
and prudent judgments have been made so as to give true and fair view
of the state of affairs of the Company as on March 31, 2013 and of the
Loss of the Company for the accounting year ended on that date;
iii) Proper and sufficient care for the maintenance of adequate
accounting records has been taken in accordance with the provisions of
the Act so as to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities;
iv) The annual accounts have been prepared on going concern basis.
ACKNOWLEDGEMENT
Your Directors would like to express their gratitude for the continuous
support and guidance received from Company''s lenders, bankers, the
Government departments, SEBI and Stock Exchange officials.
For and on behalf of the Board
Sd/-
Place : Mumbai Hiren Oza
Date : 25th July, 2013 Director
Mar 31, 2012
The Directors submit their Report together with audited accounts for
the year ended 31st March, 2012.
(Amount in Rs.)
2011-12 2010-11
Profit/(Loss) before Tax (467,077) (262,561)
Provision for Taxation
-Current Tax - -
Profit/(Loss) After Tax (467,077) (262,561)
Profit/(Loss) from the
period from continuing
operations (467,077) (262,561)
Tax Expense from discontinuing
operations - -
Profit/(Loss) from discontinuing
operations - -
Profit/(Loss) for the period (467,077) (262,561)
DIVIDEND:
In view of the current year's carried forward losses, your Directors
do not recommend any dividend for the year.
OPERATIONS:
The Company has not yet started its full fledged business activities.
Board of Directors initiated process to start various business
activities. Board of directors is confident of good performance in
current financial year. The operating results of the Company during the
year under review show Net Loss of Rs. 467,077/- as compared to loss of
Rs.262,561/- in the previous year.
FUTURE EXPANSION AND OUTLOOK:
As you are aware, during the Financial Year 11-12 the Company had
allotted 4000 equity shares to M/s. ASIS Industries Limited. Beside
this, 26000 convertible warrants of Rs. 100/- were also issued to ASIS
Industries Limited @ Rs. 1800/-. This expansion in equity of the Company
was made with a view to commence new business activity related to
Logistics.
In the areas of logistics, the Company plans to now offer services such
as transportation, custom clearing and forwarding, advising on direct
and indirect tax matters, material handling and warehousing. Most of
these services planned by the Company are relating to foreign trade
which is growing CAGR of over 25% since last 5 years.
Since these activities require specialized skill, knowledge and
approval, the Company has made arrangements for reverse merger of
existing logistic operation of ASIS Logistics Limited with effect from
1/4/2011. The scheme of arrangement has been already approved by BSE
and now proposed to be submitted before Hon'ble High Courts of
Maharashtra and Gujarat for approval.
The financial performance of ASIS Logistics Limited for 3 years prior
the proposed date of merger (01/04/2011) is as under:
Rs. in Lacs
P&L No: 2008-09 2009-10 2010-11
Sales/Income 9,973 15,099 19,835
Growth 61% 51% 31%
Direct Cost 7502 12122 16800
% of Sales/Income 75.23% 80.29% 84.70%
EBITDA 1,576 2,069 2,116
EBITDA Margin 15.80% 13.70% 10.67%
PBT 768.25 1196.86 1244.86
% OF PBT 7.70% 7.93% 6.28%
Adj. PAT after DTL 480 754 847
Adj. PAT Margin ' 4.81% 4.99% 4.27%
Growth in PAT 3% 57% 12%
Cash Profit 1,038 1,253 361
Cash profit Margin 10.40% 8.30% 6.86%
Growth in Cash profit 21% 21% 9%
Balance sheet Nos:
Equity 381 381 381
Premium 1,792 1,792 1,792
Deferred tax liability 169 187 215
Net worth 3,246 4,000 4,848
"EPS 14.35 20.28 2198
Cash EPS 27.26 32.91 35.75
Book value 85.28 105.09 127.35
Total Debt-Secured 2,798 3,962 5,074
Term loan including
hire purchase 1,373 1,379 1,005
Working capital-secured 1,424 2,583 4,070
D/p (term loan) 0.42 0.34 0.21
Capex 1508 395 1866
Investments 175 89 62
Current Assets 4141 6101 6366
Cash and bank balance 81 144 173
Repayment during the year 774 400 348
Current liabilities 2276 1755 2117
Net Working Capital 440 1764 178
MPBF 1424 2583 4070
Current ratio 1.119 1.407 1.029
TOL/TNW 1.332 1.329 1.401
Gearing 0.862 0.990 1.047
Debt/EBIDTA 1.775 1.915 2.398
Fr6m the financial performance of ASIS Logistics Limited stated above,
it can be seen that the operation proposed to be merged with the
Company have strong financials and sales revenue. With the scheme of
arrangement the Company will be benefited not only by transferring the
existing operation with effect from 01/04/2011 but also the growth
which will accrue to the merged operation after the approval of scheme.
SCHEME OF ARRANGEMENT:
The Board of Directors of the Paraan Ltd ("Paraan" or "the
Company"), on January 19, 2012 announced and approved a Scheme of
Arrangement ('the Scheme') between the Company and ASIS Logistics
Limited ('ALL") and their respective shareholders and creditors
pursuant to Sections 391 to 394 and other applicable provisions of the
Companies Act, 1956. As per the Scheme, the Logistics Business of ALL
shall be demerged into Paraan Ltd.
The Bombay Stock Exchange has granted its No-Objection to the Scheme of
Arrangement vide its Letter dated May 9, 2012. We are in the process of
filing the Scheme of Arrangement with the Hon'ble High Court of
Bombay and Hon'ble High Court of Gujrat for the approval of the
Scheme. The Appointed date for the proposed restructuring is April 1,
2011 and the Scheme shall be effective when the certified copies of the
High Court Orders are filed with the Registrar of Companies, which is
still pending. Accordingly no effect of the Scheme has been given in
these financial statements for the year ended March 31, 2012.
CHANGES IN CAPITAL STRUCTURE:
Alteration/Reclassification of Authorized Capital
The Authorized Share Capital of the Company has been reclassified from
Rs. 3,25,00,000/- (Rupees Three Crore Twenty Five Lac Only) divided into
25,000 (Twenty Five Thousand) equity shares of Rs. 100/- (Rupees Hundred
Only) each and 3,00,000 (Three Lac) Preference Shares of Rs. 100/- (Rupees
Hundred Only) each to Rs. 3,25,00,000/- (Rupees Three Crore Twenty Five
Lac Only) divided into
3.25.000 (Three Lac Twenty Five Thousand) equity shares of Rs. 100/-
(Rupees Hundred Only) each vide the Special Resolution passed by the
Shareholders of the Company in their 38th Annual General Meeting held
on 16th June 2011.
PREFERENTIAL ISSUE
Equity shares
During the Year 4000 equity shares of Rs. 100/- (Rupees Hundred Only)
each has been issued @ Rs. 1800/- (Rupees Eighteen Hundred Only) each on
preferential basis and subscribed and fully paid up. The above shares
issued to ASIS Industries Limited will be subject to lock in for a
period as prescribed under SEBI (Issue of Capital and Disclosure
Requirement) Regulations, 2009, i.e; upto 28.06.2012.
Convertible Warrants
26.000 convertible warrants of Rs. 100/- each has been issued to ASIS
Industries Limited @ Rs. 1800/- each under SEBI (Issue of Capital and
Disclosure Requirement) Regulations, 2009. 25% of the total
consideration per warrant i.e; Rs. 450/- per convertible warrant has been
paid at the time of allotment and the rest will be payable at the time
of final call and conversion of convertible warrant into equity share,
i.e; 75% of total consideration or Rs. 1350/- per convertible warrant as
per the terms and conditions and in accordance with SEBI guidelines for
preferential allotment.
FIXED DEPOSITS:
The Company has not accepted any fixed deposit from public and
shareholders during the year under review. Moreover, no fixed deposit
as per section 58A is outstanding as on 31st March, 2012.
LISTING DETAILS FOR EQUITY SHARES:
The Company's Equity Shares are listed with Bombay Stock Exchange
Limited. The Company is regular in paying listing fees to the Stock
Exchange.
Trading in the Company's shares for all investors is permitted in
dematerialized form only. The ISIN of the Securities is INE 888E01012.
PARTICULARS OF EMPLOYEES:
The Company has no employee during the year under review, drawing
remuneration in excess of the limit prescribed under Section 217 (2A)
of the companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
Your Company has not consumed energy of any significant level and
accordingly, no additional investment was made for reduction of energy
consumption during the year under review. Considering the nature of
activities undertaken by your Company, no comment is made on technology
absorption. There has been no foreign earnings or outgo during the
year under review.
DIRECTORS:
Mr. Girish Desai, Director has resigned from the Directorship of the
Company w.e.f. 19th January, 2012. The Board noted his contribution in
day-to-day affairs of the Company.
Mr. Rahul Kishore Mohatta, Director is retiring by rotation at the
ensuing Annual General Meeting of the Company and is eligible for
re-appointment & he has offered himself for re-appointment.
On 19th January, 2012 Mr. Ameet Mukesh Bansal was inducted by the Board
in their meeting, as an additional director of the Company. He holds
office upto the date of the forthcoming Annual General Meeting and the
Company has received a notice from a member intending to propose the
candidature of Mr. Bansal as a Director of the Company.
AUDITORS:
M/s BRV & Associates, Chartered Accountants situated in Mumbai has
given their consent to act as Statutory Auditors as per the Companies
Act, 1956. The Board of Directors recommends their appointment.
SECRETARIAL COMPLIANCE CERTIFICATE:
As per the Companies Act, 1956, the Company having paid up capital more
than Rs. 10 Lacs and less than Rs. 5 Crores is required to obtain a
Certificate from a Company Secretary in whole-time practice regarding
compliance of various secretarial matters.
Accordingly, the Board of Directors had appointed M/s. D. G. Prajapati
& Associates, Company Secretaries, as a Secretarial Auditor. The
Secretarial Compliance Certificate issued by M/s. D. G. Prajapati &
Associates is attached herewith which forms part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of the Companies Act, 1956 Directors
state that:
i) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed;
ii) Accounting policies as listed in the Schedule J to the financial
statements have been selected and consistently applied and reasonable
and prudent judgments have been made so as to give true and fair view
of the state of affairs of the Company as on March 31, 2012 and of the
Loss of the Company for the accounting year ended on that date;
iii) Proper and sufficient care for the maintenance of adequate
accounting records has been taken in accordance with the provisions of
the Act so as to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities;
iv) The annual accounts have been prepared on going concern basis.
Acknowledgement
Your Directors would like to express their gratitude for the continuous
support and guidance received from Company's lenders, bankers, the
Government departments, SEBI and Stock Exchange officials.
For and on behalf of the Board
S/d-
Place : Mumbai Vishvesh Bhatt
Date : 14th June 2012 Chairman
Mar 31, 2011
The Directors submit their Report together with audited accounts for
the year ended 31st March, 2011.
2010-11 2009-10
Profit/(Loss) before Tax (279,594) (98,032)
Provision for Taxation
- Current Tax à Ã
Profit/(Loss) After Tax (279,594) (98,032)
Short/(Excess) Provision for Tax (17,033) (100,110)
Profit/(Loss) for the year (262,561) 2,078
Balance B/Fd. from Previous year (6,875,790) (6,877,868)
Balance Carried to Balance Sheet (7,138,351) (6,875.790)
In view of the current years carried forward losses, your Directors do
not recommend any dividend for the year.
OPERATIONS:
The Company has not yet started its full fledged business activities.
Board of Directors initiated process to start various business
activities. Board of directors are confident of good performance in
current financial year The operating results of the company during the
year under review shows Net Loss of Rs. 2,79,594 as compared to loss of
Rs. 98,032 in the previous year.
FIXED DEPOSITS:
The Company has not accepted any fixed deposit from public and
shareholders during the year under review. Moreover, no fixed deposit
as per section 58A is outstanding as on 31st March, 2011.
LISTING DETAILS FOR EQUITY SHARES:
The Companys Equity Shares are listed with Bombay Stock Exchange
Limited. The Company is regular in paying listing fees to the Stock
Exchange.
Trading in the Companys shares for all investors is permitted in
dematerialized form only. The ISIN of the Securities is INE 888E01012.
PARTICULARS OF EMPLOYEES:
The Company has no employee during the year under review, drawing
remuneration in excess of the limit prescribed under Section 217 (2A)
of the companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO:
Your Company has not consumed energy of any significant level and
accordingly, no additional investment was made for reduction of energy
consumption during the year under review. Considering the nature of
activities undertaken by your Company, no comment is made on technology
absorption. There has been no foreign earnings or outgo during the year
under review.
DIRECTORS:
Mr. Rahul K. Mohatta, Director is retiring by rotation at the ensuing
Annual General Meeting of the Company and is eligible for
re-appointment & he has offered himself for re-appointment
AUDITORS:
M/s BRV & Associates, Chartered Accountant situated in Mumbai has given
their consent to act as a Statutory Auditors as per the Companies Act,
1956. The board of Directors recommends their appointment.
SECRETARIAL COMPLIANCE CERTIFICATE:
As per the Companies Act, 1956, the Company having paid up capital more
than Rs. 10 Lacs and less than Rs. 5 Crores is required to obtain a
Certificate from a Company Secretary in whole-time practice regarding
compliance of various secretarial matters.
Accordingly, the Board of Directors had appointed M/s. D.G. Prajapati &
Associates, Company Secretaries, , as a Secretarial Auditor. The
Secretarial Compliance Certificate issued by M/s. D.G. Prajapati &
Associates is attached herewith which forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of the Companies Act, 1956 Directors
state that:
i) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed;
ii) Accounting policies as listed in the Schedule J to the financial
statements have been selected and consistently applied and reasonable
and prudent judgments have been made so as to give true and fair view
of the state of affairs of the Company as on March 31. 2011 and of the
Loss of the Company for the accounting year ended on that date;
iii) Proper and sufficient care for the maintenance of adequate
accounting records has been taken in accordance with the provisions of
the Act so as to safeguard the assets of the company and to prevent and
detect fraud and other irregularities;
iv) The annual accounts have been prepared on going concern basis.
Acknowledgement
Your Directors thank the clients for the confidence in the Company,
which has enabled the Company to reach to a new level of customer
satisfaction. The Board places acknowledgment to the employees for
their teamwork and professional approach for the Companys image.
Your Directors would like to express their gratitude for the continuous
support and guidance received from Companys lenders, bankers, the
Government departments, SEBI and Stock Exchange officials.
On behalf of the Board of Directors
RAHUL K. MOHATTA
Chairman
Place : Vadodara
Date : 16th May, 2011
Mar 31, 2010
The Directors submit their Thirty Seventh Report together with audited
accounts for the year ended 31st March, 2010.
1. FINANCIAL RESULTS:
2009-10 2008-09
Profit/(Loss) before Tax (98,032) 2,348,341
Provision for Taxation
- Current Tax - 260,000
Profit/(Loss) After Tax (98,032) 2,088,341
Short/(Excess) Provision for Tax (100,110) (131,992)
Profit/(Loss) for the year 2,078 2,220,333
Balance B/Fd. from Previous year (6,877,868) (9,098,201)
Balance Carried to Balance Sheet (6,875,790) (6,877,868)
In view of the current years carried forward losses, your Directors do
not recommend any dividend for the year.
BUSINESS ENVIRONMENT
The Indian economy exhibited momentum in recovery, and despite the
impact of a deficient monsoon on agricultural production, GDP growth
for FY 2009-10 has been estimated at 7.2%, up from 6.7% recorded in FY
2008-09. The recovery has also been broad based, excluding
"agriculture" and "community, social and personal services". The
deceleration in Agricultural & allied activities was due to adverse
impact of deficient monsoon on the agricultural output. The Index of
Industrial Production (IIP) has shown double digit growth and lead
indicators for services activities have shown overall improvement. The
Economic Survey data also suggests pick up in capacity utilisation
levels, which however, remain below their previous peaks.
Indias external sector also witnessed improvement as reflected in the
turnaround in exports, buoyancy in capital inflows and further
accretion to the countrys foreign exchange reserves. Indias balance
of payments position during April-December 2009 remained comfortable
with a modest increase in current account deficit, despite a lower
trade deficit. There has been a turnaround in capital inflows, mainly
led by portfolio inflows, reflecting the buoyant growth prospects of
the Indian economy. Indias foreign exchange reserves stood at US$
279.1 billion as at end-March 2010 up by US$ 27.1 billion during FY
2009-10. As a result, the Indian Rupee (INR) also appreciated against
the major currencies during FY 2009-10.
The Wholesale Price Index (WPI) inflation, which moderated in the first
half of FY 2009-10, firmed up in the second half of the year. It
accelerated from 0.26% in March 2009 to 9.9% in March 2010. The
deficient monsoon, combined with the firming up of global commodity
prices and incipient demand side pressures led to acceleration in the
overall inflation rate - both of the WPI and Consumer Price Index
(CPI). This is evident from the acceleration of inflation in non-food
manufactured products from (-)0.4% in November 2009 to 4.7% in March
2010. With the recovery in growth gaining momentum, the Reserve Bank of
Indias (RBI) policy emphasis has shifted to ensure price stability and
anchoring inflation expectations
OPERATIONS
The Company has not yet started its full fledged business activities.
Your Directors are confident of starting some business activities
during the year under review. The operating results of the company
during the year under review shows Net Loss of Rs.98,032/- as compared
to the Profit of Rs.23,48,351/- in the previous year.
FIXED DEPOSITS
The Company has not accepted any fixed deposit from public and
shareholders during the year under review. Moreover, no fixed deposit
as per section 58A is outstanding as on 31st March, 2010.
LISTING DETAILS FOR EQUITY SHARES
The Companys Equity Shares are listed with Bombay Stock Exchange
Limited. The Company is regular in paying listing fees to the Stock
Exchange.
Trading in the Companys shares for all investors is permitted in
dematerialized form only. The ISIN of the Securities is INE 888E01012.
PARTICULARS OF EMPLOYEES
The Company has no employee during the year under review, drawing
remuneration in excess of the limit prescribed under Section 217 (2A)
of the companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
Your Company has not consumed energy of any significant level and
accordingly, no additional investment was made for reduction of energy
consumption during the year under review. Considering the nature of
activities undertaken by your Company, no comment is made on technology
absorption. There has been no foreign earnings or outgo during the year
under review.
DIRECTORS
Mr. Vishvesh Bhatt Director is retiring by rotation at the ensuing
Annual General Meeting of the Company and is eligible for
re-appointment & he has offered himself for re-appointment
AUDITORS
M/s BRV & Associates, Chartered Accountant situated in Mumbai has given
their consent to act as a Statutory Auditors as per the Companies Act,
1956. The board of Directors recommends their appointment.
SECRETARIAL COMPLIANCE CERTIFICATE
As per the Companies Act, 1956, the Company having paid up capital more
than Rs.10 Lacs and less than Rs.5 Crores is required to obtain a
Certificate from a Company Secretary in whole-time practice regarding
compliance of various secretarial matters.
Accordingly, the Board of Directors had appointed M/s. D.G. Prajapati &
Associates, Company Secretaries, as a Secretarial Auditor. The
Secretarial Compliance Certificate issued by M/s. D.G. Prajapati &
Associates is attached herewith which forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of the Companies Act, 1956 Directors
state that:
i) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed;
ii) Accounting policies as listed in the Schedule J to the financial
statements have been selected and consistently applied and reasonable
and prudent judgments have been made so as to give true and fair view
of the state of affairs of the Company as on March 31, 2010 and of the
Loss of the Company for the accounting year ended on that date;
iii) Proper and sufficient care for the maintenance of adequate
accounting records has been taken in accordance with the provisions of
the Act so as to safeguard the assets of the company and to prevent and
detect fraud and other irregularities;
iv) The annual accounts have been prepared on going concern basis.
Acknowledgement
Your Directors thank the clients for the confidence in the Company,
which has enabled the Company to reach to a new level of customer
satisfaction. The Board places acknowledgment to the employees for
their teamwork and professional approach for the Companys image.
Your Directors would like to express their gratitude for the continuous
support and guidance received from Companys lenders, bankers, the
Government departments, SEBI and Stock Exchange officials.
On behalf of the Board of Directors
Place : Vadodara RAHUL K. MOHATTA
Date : 29Ã MAY 2010 Chairman