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Directors Report of Asis Logistics Ltd.

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-à-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 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. 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 LIMITED”.

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 ("AIL”) 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

 
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