Dear Members,
The Board of Directors are pleased to submit its report on the
performance of the Company along with the audited standalone and consolidated financial
statements for the financial year ended March 31,2025.
1. FINANCIAL PERFORMANCE
Below is the summarization of the audited financial performance of the
Company, both on a standalone and consolidated basis, for the fiscal year ended March
31,2025, as well as the preceding year.
(Amounts are in Indian Rupees in Millions)
The brief
financial results are as under |
Stanc |
lalone |
Conso |
lidated |
| Current FY Ended 31.03.2025 |
Previous FY Ended 31.03.2024 |
Current FY Ended 31.03.2025 |
Previous FY Ended 31.03.2024 |
Revenue from operations |
9417.18 |
7050.02 |
9460.63 |
7083.27 |
Add: Other Income |
10.45 |
6.24 |
10.52 |
6.33 |
Total Revenue |
9427.63 |
7056.26 |
9471.14 |
7089.60 |
Expenses |
|
|
|
|
Employee benefit expenses |
186.16 |
168.11 |
186.83 |
170.58 |
Finance Cost |
121.56 |
112.57 |
121.56 |
112.57 |
Depreciation |
121.54 |
129.77 |
121.57 |
129.80 |
Other Expenses |
8931.53 |
6642.34 |
8972.78 |
6672.40 |
Total Expenses |
9360.79 |
7052.78 |
9402.74 |
7085.35 |
Profit before Tax |
66.84 |
3.47 |
68.41 |
4.26 |
Tax Expenses |
21.36 |
-1.15 |
21.88 |
-0.72 |
Profit after tax |
45.48 |
4.62 |
46.52 |
4.97 |
No. of Shareholders |
150.56 |
150.56 |
150.56 |
150.56 |
Earnings Per Share* |
0.30 |
0.03 |
0.31 |
0.03 |
2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY
Standalone: Your Company has reported total Income of? 9427.63/- mn
for the Financial Year ended March 31,2025 as compared to ? 7056.26/- mn in the previous
year ended March 31,2024 while the net profit for the year under review amounted to?
45.48/- mn in the current year as compared to ? 4.62 /- mn of previous year.
Consolidated: Your Company has reported total Income of? 9471.15/-
mn forthe Financial Yearended March 31,2025 as compared to ? 7089.60/- mn in the previous
year ended March 31, 2024 and the net profit for the year under review amounted to ? 46.52
/- mn in the current year as compared to ? 4.97/- mn of previous year.
3. DIVIDEND
The Board of Directors does not recommend any dividend on Eguity Share
Capital for the year under review with a view to conserve resources and plough back the
profits for the Financial Year ended 31st March 2025 and strengthen the net working
capital.
The Dividend Distribution Policy, in terms of Regulation 43A of the
SEBI Listing Regulations is available on the Company's website at https://aslindia.net/investor-corner/corporate-governance/policies .
4. CREDIT RATING
CRISIL Ratings has assigned the Long-Term (Bank debt) rating of
[CRISIL] BBBVStable.
5. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There were no changes in the nature of business of your Company during
the year under review.
6. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return as on March 31,2025 is available on the website of the Company at: https://www.aslindia.net/investor-corner/annual-reports/annual-return .
7. BOARD MEETINGS AND ATTENDENCE
The Directors of your Company met at regular intervals with the gap
between two meetings not exceeding 120 days to review Company's policies and strategies
apart from the Board matters. During the year under review, the Board of Directors met 7
times on 29-05-2024, 12-08-2024, 03-09- 2024, 19-09-2024, 14-11-2024, 29-01-2025 &
14-02-2025.
|
No. of Board
meeting |
Name of Director |
No. Meetings held |
Attended |
Mr. Vinay Dinanath Tripathi |
7 |
7 |
Mrs. Rama Vinay Tripathi |
7 |
7 |
Mr. Vikas Jain |
7 |
7 |
Mr. Vishal Jiyalal Bisen |
7 |
7 |
Mr. Varun Kacholia |
7 |
6 |
Mr. Raj Kumar Poddar |
7 |
7 |
8. DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanations obtained by them, your directors make the following statement in term of
Section 134(3)(c) of the Companies Act 2013 that:
a) In the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable Indian accounting standards have been followed and
there are no material departures for the same;
b) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent, so as
to give true and fair view of the state of affairs of the Company as on March 31,2025 and
of the profits of the Company for the year ended on that date.
c) Directors have taken proper and sufficient care for the maintenance
of adeguate accounting records in accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
d) Directors have prepared the annual accounts on a going concern
basis.
e) Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such system were adeguate and operating
effectively.
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adeguate and operating
effectively.
9. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY
Your Company has its internal financial control systems commensurate
with the size of its operations. The management regularly monitors the safeguarding of its
assets, prevention and detection of frauds and errors, and the accuracy
and completeness of the accounting records including optimal utilization of resources,
reliability of its financial information and compliance and timely preparation of reliable
financial information.
Clearly defined roles and responsibilities have been institutionalized.
Systems and procedures are periodically reviewed to keep pace with the growing size and
complexity of your Company's operations.
10. TRANSFERTO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE
COMPANIES ACT, 2013
For the financial year ended 31st March, 2025, the Company
has proposed to carry an amount of? 45.48/- mn to General Reserve Account.
11. DEPOSITS
Your Company has not accepted any deposits from the public falling
within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposit) Rules, 2014; therefore, there was no principal or
interest outstanding as on the date of the balance sheet.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, your Company has not made / given /
advanced any Loan, Guarantee during the financial yearcovered under section 186 of the
Companies Act, 2013.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts, arrangements and transactions entered by the Company
with related parties during the financial year 2024-25 were in the ordinary course of
business and on an arm's length basis. During the year, the Company did not enter into any
transaction, contract or arrangement with related parties, which could be considered
material, in accordance with the Company's Policy on dealing with Related Party
Transactions ("RPT Policy"). Accordingly, the disclosure of related party
transactions as reguired under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable.
During the year under review, all related party transactions entered
into by the Company were
approved by the Audit Committee. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are foreseen and are repetitive in
nature.
As reguired under the Indian Accounting Standards, related party
transactions are disclosed in Notes to the Company's financial statements for the
financial year ended March 31, 2025.
In accordance with the reguirements of the Listing Regulations, the
Company has adopted a Policy on Materiality of Related Party Transactions and the same has
been placed on the website of the Company at https://
aslindia.net/investor-corner/corporate-governance/policies
14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY
As on date of this report the company has one Wholly Owned subsidiary
(Wos) M/s. Jayant Logistics Private Limited (U63020GJ2010PTC061181) having registered
office at Plot No. 3, Ishan Ceramic Zone, 3rd Floor, Shop no. T-3, Wing A,
Lalpar, Rajkot, Morbi- 363642 Gujarat, India.
The Company has, in accordance with the provision of Section 129(3) of
the Companies Act, 2013, prepared consolidated Financial Statements of the Company and its
Wos, which form part of the Annual Report. Further, salient features of Financial
Statements of the Wos are provided under in form no. AOC-1 is attached to this report Annexure-1
to this report.
As of the end of the fiscal year, the Company does not have any
affiliated or jointly operated entities.
15. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements for the financial year ended
March 31, 2025, are prepared in accordance with Indian Accounting Standards as per the
Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 and other
relevant provisions of the Act.
As perthe provisions of Section 136 of the Act, the Company has placed
separate audited accounts of its subsidiary on its website at https://www.aslindia.net/investor-corner/
annual-reports/subsidiary-annual-report a copy of separate audited financial statements of
its subsidiaries will be provided to shareholders upon their reguest.
16. LISTING STATUS
The Company's eguity shares are listed on National Stock Exchange of
India Limited ("NSE").The Company has paid the listing fees to NSE and the
Annual Custody Fee to National Securities Depository Limited and Central Depository
Services (India) Limited for the financial year ended March 31, 2025.
Subseguent to the financial year, the Company applied on 16th June,
2025. for Direct Listing of its eguity shares on BSE Limited ("BSE").The Company
received In-Principle approval from BSE on 12th August, 2025, and the necessary
formalities for completion of the Direct Listing are in progress.
17. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
As per the provisions of Rule 8 (5)(vii) of the Companies (Accounts)
Rules, 2014 there is no material changes has occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report,
which is affecting the financial position of the Company.
18. STATUTORY AUDITOR
M/s. Lahoti & Lahoti, Chartered Accountants (Firm Registration No.
1120/6W), was originally appointed as Statutory Auditor by Shareholders at their 0/th
AGM held on September 30,
2015 for a first five-year term and re-appointed at the 12th AGM
held on September 30,2020fora second five-year term, from the conclusion of said AGM till
the conclusion of the 1 7th AGM.
In accordance with the provisions of Section 139 of the Act and the
applicable rules made thereunder, M/s. Lahoti & Lahoti will complete their second and
final consecutive term as Statutory Auditors at the conclusion of the ensuing AGM. The
Board places on record its sincere appreciation for the professional services rendered by
the firm during their tenure.
In view of the retirement of the existing Statutory Auditors, upon
completion of their tenure, and based on the recommendation of the Audit Committee, the
Board of Directors, at its meeting held on September 02, 2025, has approved the proposal
for appointment of M/s. Data & Co., Chartered Accountants (Firm Registration No.
105013W), as the Statutory Auditors of the Company for a first term of five (5)
consecutive years, subject to approval of the shareholders at the ensuing Annual General
Meeting.
Accordingly, the proposal for appointment of M/s. Data & Co., as
Statutory Auditors of the Compa ny forms pa rt of the Notice of Annual General Meeting for
approval of the Members
The Company has received the written consent from M/s. Data & Co.,
along with a certificate confirming that they satisfy the eligibility criteria prescribed
under Section 141 of the Act, and that their proposed appointment would be in compliance
with the applicable provisions of the said Act and the rules framed thereunder.
M/s. Lahoti & Lahoti, existing Statutory Auditors of the Company,
have audited the Financial Statements (Standalone & Consolidated) for the financial
year ended March 31,2025, and have issued an unmodified opinion thereon. The Audit Report
does not contain any gualification, reservation, adverse remark, or disclaimer that
reguires any explanation or comment by the Board of Directors.
Details in respect of frauds reported by Auditors
During the year under review, no instances of fraud committed against
the Company, by its officers or employees were reported by the Statutory Auditors and
Secretarial Auditors, under Section 143(12) of the Act, to the Audit Committee or the
Board of Directors of the Company.
19. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204(1) of the Act, read with Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
the Listing Regulations, the Company, with the approval of its Board of Directors,
appointed M/s. Piyush Prajapati & Associates, Practicing Company Secretaries
(Certificate of Practice number 18332), to conduct the Secretarial Audit of the Company
for the FY 2024-25.
The Secretarial Audit Report for the FY 2024-25 issued by Secretarial
Auditor is enclosed as Annexure -6 and forms
a part of this Report. There is no qualification, reservation or
adverse remark or disclaimer in secretarial Audit report
In accordance with Section 204 and other applicable provisions, if any,
of the Act, read with Rule 9 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force), Regulation 24A of the Listing
Regulations, and based on the recommendation of the Audit Committee, it is proposed to
appoint M/s. Piyush Prajapati & Associates, Practicing Company Secretaries, having
(Certificate of Practice number 18332), and Peer Review Certificate No. 1443/2021, as the
Secretarial Auditor of the Company for a period of five (5) years, commencing on April
01,2025, until March 31,2030, to conduct a Secretarial Audit of the Company and to furnish
the Secretarial Audit Report.
M/s. Piyush Prajapati & Associates has provided its consent to act
as the Secretarial Auditor of the Company and has confirmed that the proposed appointment,
if approved, will be in accordance with the applicable provisions of the Act and the
Listing Regulations. Accordingly, approval of the Shareholders is being sought for the
appointment of M/s. Piyush Prajapati & Associates, as the Secretarial Auditor of the
Company. The requisite disclosures pertaining to the proposed appointment are included in
the Notice of the Annual General Meeting, which forms part of the Annual Report.
Secretarial Audit Report and Annual Secretarial Compliance Report
In accordance with the provisions of applicable laws, the Company has
undertaken an audit of its secretarial records and compliance practices for the financial
year ended March 31,2025.This audit was conducted to verify adherence to the applicable
regulations, circulars, and guidelines issued under the SEBI Act.
The Annual Secretarial Compliance Report, issued by a Practicing
Company Secretary, has been submitted to the Stock Exchanges within the prescribed
timeline of sixty (60) days from the end of the financial year, as required under the
Listing Regulations.
20. INTERNAL AUDITOR
CA KhushbooGoyal (Membership no. 1842/4) was appointed as the Internal
Auditor of the Company for the financial year 2024-25.
The idea behind conducting Internal Audit is to examine that the
company is carrying out its operations effectively and performing the processes,
procedures and functions as per the prescribed norms. The Internal Auditor reviewed the
adequacy and efficiency of the key internal controls guided by the Audit Committee.
During the year under review, the Internal Auditor have not reported
any matter under Section 143(12) of the Act. Therefore, no details are required to be
disclosed under Section 134 (3) (ca) of the Act.
21. DECLARACTION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declarations
and confirmed that they meet the criteria of independence as provided under Section 149(6)
of the Act and Regulation 16(l)(b) of the SEBI Listing Regulations and that they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. The Independent Directors of the
Company are registered in the Independent Directors data bank maintained by the Indian
Institute of Corporate Affairs ("MCA") and unless exempted, have also passed the
online proficiency self-assessment test conducted by MCA. The Board of the Company after
taking these declarations on record and undertaking due veracity of the same, concluded
that the Independent Directors of the Company are persons of integrity and possess the
relevant expertise, experience and proficiency to qualify as Independent Directors and are
Independent of the management of the Company.
Board Diversity
A diverse Board enables efficient functioning through its access to
broad perspectives and diverse thought processes. A truly diverse Board includes and makes
good use of differences in the thought, perspective, knowledge, skills, industry
experience, background, gender and other distinctions between Directors. The Board
recognizes the importance of a diverse composition and has adopted a Board Diversity
Policy which sets out the approach to diversity.
22. MEETING OF INDEPENDENT DIRECTORS
Meeting of the Independent Directors without the presence of Non-
Independent Directors and members of Management was duly held on March 29, 2025, where the
Independent Directors inter alia evaluated the performance of Non-Independent Directors
and the Board of Directors as a whole, reviewed the performance of Chairperson of the
Board and assessed the quality, quantity and timeliness of the flow of information between
the Management of the Company and the Board of Directors.
23. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
All Directors including Independent Directors go through a structured
orientation/familiarization programme to make them familiar with their roles, rights and
responsibilities in the Company at the time of appointment and also on a recurrent basis.
The details of various programmes undertaken for familiarizing the Independent Directors
are available on the website of the Company at https://aslindia .
net/investor-corner/corporate-governance/policies
24. BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations,
Company has put in place a criteria for annual evaluation of performance of Chairperson,
Individual
Directors (Independent & Non - Independent), Board Level Committees
and the Board as a whole.
Board evaluated the effectiveness of its functioning and that of
Committees and of Individual Directors by seeking their inputs on various aspects of
Board/ Committee Governance. Aspects covered in the evaluation included criteria of
corporate governance practices, role played by the Board in decision making, evaluating
strategic proposals, discussing annual budgets, assessing adeguacy of internal controls,
review of risk Management procedures, participation in the long-term strategic planning,
the fulfilment of Directors' obligations and fiduciary responsibilities and active
participation at Board and Committee meetings. Performance evaluation was made on the
basis of structured guestionnaire considering the indicative criteria as prescribed by the
Evaluation Policy of the Company. The evaluation policy can be accessed on the website of
the Company at https://aslindia.net/investor-corner/corporate-governance/
policies
In a separate meeting of the Independent Directors, the performance of
the Non-Independent Directors, the Board as a whole and Chairman of the Board were
evaluated.
25. BOARD'S RESPONSE ON AUDITOR'S QUALIFICATION, RESERVATION OR ADVERSE
REMARKS OR DISCLAIMER MADE
There are no gualifications, reservations or adverse remarks made by
the statutory auditors in their report for the year ended 31st March, 2025.
During the year, there were no instances of frauds reported by auditors under Section
143(12) of the Companies Act, 2013.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The provision relating to Section 134(3)(m) read with rule 8 of the
Companies (Accounts) Rules, 2014 of the Companies Act, 2013 relating to conservation of
energy and technology absorption, earnings and outgo in foreign exchange during the
financial year 2024-25 has been stated under:
(A) Conservation of Energy, Technology Absorption
The particulars reguired underthe provisions of section 134(3)(m) of
the Companies Act, 2013 in respect of conservation of energy and technology absorption
have not been furnished considering the nature of activities undertaken by the Company
during the year under review
(B) Foreign exchange earnings and Outgo-
(Amount in Millions)
Foreign exchange earnings |
2154.20 |
Foreign exchange Outgo |
432.48 |
27. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2025, The Board consist of following Directors.
Name of Director |
Designation |
Mr. Vinay Dinanath Tripathi |
Managing Director |
Mrs. Rama Vinay Tripathi |
Whole-time Director |
Mr. Vikas Jain |
Non- Executive Director |
Mr. Vishal Jiyalal Bisen* |
Non-Executive Independent
Director |
Mr. Raj Kumar Poddar |
Non-Executive Independent
Director |
Mr. Varun Kacholia |
Non-Executive Independent
Director |
Following the conclusion of the financial year, Mr. Vishal
Jiyalal Bisen (DIN: 05172065) resigned from the post of Independent Director, with effect
from May 30,2025. The Board of Directors, at its meeting held on the same date, appointed
Ms. Kalpana Kumari (DIN: 08659377) as an Additional Director in the category of
Non-Executive Independent Director, with effect from May 30,2025. Her appointment as an
Independent Director was subseguently approved by the shareholders through the postal
ballot process on August 02,2025.
Key Managerial Personnel
As on March 31, 2025, following are the Key Managerial
Personnel
Name |
Designation |
Mr. Vinay Dinanath Tripathi |
Managing Director |
Mrs. Rama Vinay Tripathi |
Whole-time Director |
Mr. Ashish Lalwani |
Chief Financial Officer |
Ms. Shivani Palan** |
Company Secretary |
**During the financial year 2024-25, Ms. Shipra Jhawar, Company
Secretary and Compliance Officer of the Company, resigned with effect from September
04,2024. Subseguently, Ms. Shivani Palan was appointed as the Company Secretary and
Compliance Officer of the Company with effect from September 05,2024.
Re-appointments proposed at the AGM
In accordance with the provisions of the Companies Act and the Articles
of Association of the Company, Mrs. RamaTripathi (DIN:05133579), Whole-time Director,
retires by rotation atthe ensuing Annual General Meeting and, being eligible, offers
herself for re-appointment. Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors recommends her re-appointment as a Whole-time Director,
liable to retire by rotation.
The Notice of the AGM provides detailed information regarding the
proposed re-appointment, along with the reguisite disclosures mandated by applicable
regulatory authorities.
28. CORPORATE GOVERNANCE
Your Company believes in conducting its affairs in a fair, transparent
and professional manner and maintaining good ethical standards, transparency and
accountability in its dealings with all its constituents. As reguired under the Listing
Regulations, a detailed report on Corporate Governance along with the Auditors'Certificate
thereon forms part of this report.
29. COMMITTEES OF THE BOARD
As on March 31,2025, pursuant to the requirement under the Act and the
Listing Regulations, the Board of Directors had the following Committees:
i. Audit Committee;
ii. Nomination and Remuneration Committee;
iii. Stakeholders'Relationship Committee; and
iv. Corporate Social Responsibility Committee
The composition, terms of reference of the Committees and number of
meetings held during the year are provided in the Corporate Governance Report, which forms
a part of this annual report.
During the year, all the recommendations made by the Board Committees,
including the Audit Committee, were accepted by the Board.
30. POLICIES
A. RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks towards the key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Board of Directors of the
Company. The board is of the opinion that there were no major risks affecting the
existence of the company. The Risk Management policy can be accessed on the website of the
Company at https:// aslindia.net/investor-corner/corporate-governance/ policies
B. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES
Your Company promotes ethical behaviour in all its business activities
and has put in place a mechanism wherein the employees are free to report illegal or
unethical behaviour, actual or suspected fraud or violation of the Company's Codes of
Conduct or Corporate Governance Policies or any improper activity to the Chairman of the
Audit Committee of the Company or Chairman of the Board.
The Whistleblower Policy has been duly communicated within your
Company.
Under the Whistle Blower Policy, the confidentiality of those reporting
violation(s) is protected and they are not subject to any discriminatory practices. No
personnel have been denied access to the Audit Committee in this regard. The Vigil
Mechanism and Whistle Blower Policy may be accessed on the Company's website at https://
aslindia.net/investor-corner/corporate-governance/ policies
C. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Your Company has in place a Prevention of sexual harassment policy in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress
complaints received regarding sexual harassment.
Details of complaints received and resolved during the financial year
are as follows:
(a) number of complaints of sexual harassment received in the year; -
Nil
(b) number of complaints disposed off during the year; and- Nil
(c) number of cases pending for more than ninety days- Nil
All employees (permanent, contractual, temporary, trainees) are covered
under this policy. The policy adopted by the Company for Prevention of Sexual Harassment
is available on its website at https:// aslindia.net/investor-corner/corporate-governance/
policies
D. DETAILS OF POLICIES DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
During the financial year 2024-25, the provisions of Section 135 of the
Companies Act, 2013 relating to Corporate Social Responsibility (CSR) were not applicable
to the Company. Accordingly, the Company was not required to undertake CSR activities
during the year under review.
The policy adopted by the Company for Corporate Social Responsibility
is available on its website at https:// aslindia.net/investor-corner/corporate-governance/
policies
E. NOMINATION AND REMUNERATION POLICY
In accordance with the guidelines outlined in Section 134(3)(e) and
1/8(3) of the Act, along with the corresponding Regulation 19 of the Listing Regulations,
the Nomination and Remuneration Committee of the Board has formulated a Nomination &
Remuneration Policy for the appointment and determination of remuneration of the
Directors, key Managerial Personnel ('KMP') and other employees of Company. The Committee
has also developed the criteria for determining the qualifications, positive attributes
and independence of Directors and for making payments to Executive and Non-Executive
Directors of the Company.
The Board of Directors affirms that the remuneration paid to the
Directors, KMP and other employees is in accordance with the Nomination and Remuneration
Policy of the Company. Key aspects of this Policy are outlined in the Corporate Governance
Report, included within Annual Report and also available for reference on the Company's
website at https://aslindia.net/
investor-corner/corporate-governance/policies
31. SHARE CAPITAL
The Authorized share capital of the Company as on 31!t
March, 2025 is ? 20,00,00,000/- divided into 20,00,00,000 equity shares of? 01/- each.
The Paid-up Share Capital of the Company as on 31st March,
2025 was ? 15,05,60,000/- divided into 15,05,60,000 Equity Shares of? 01/- each fully paid
up.
During the period under review, your Company has not issued any shares
with differential rights, sweat equity shares and equity shares under employee's stock
option scheme. Your Company has also not bought back its own shares during the period
under review.
32. DEMATERIALISATION OF EQUITY SHARES
The entire Shareholding of the Company is in Demat form. The ISIN No.
allotted is INE648Z01023.
33. PARTICULARS OF EMPLOYEES
Details in terms of the provisions of Section 19/ of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014, the
names and other particulars of the employee are appended as Annexure 2 to the
Boards'Report.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with Regulation 34 of the Listing Regulations, a separate
section on Management Discussion and Analysis ('MDA'), which includes details on the state
of affairs of the Company, forms part of Annual Report.
35. DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements, the Company has
followed the Indian Accounting Standards referred to in Section 133 of the Companies Act,
2013. The significant accounting policies which are consistently applied are set out in
the Notes to the Financial Statements.
36. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:
The Board has formulated a code of internal procedures and conduct to
regulate, monitor and
report trading by Insiders. This code lays down guidelines, procedures
to be followed and disclosures to be made by
the insiders while dealing with shares of the Company and cautioning
them on consequences of non-compliances. The copy of the same is available on the website
of the Company at https://aslindia.net/investor-corner/
corpora te-governance/policies
37. OTHER DISCLOSURES
I. The Company does not have any Employee Stock Option Scheme &
Employee Stock Purchase Scheme for its Employees/ Directors.
II. The Company has not issued sweat equity shares and shares with
differential rights as to dividend, voting or otherwise.
III. The Company has devised proper systems to ensure compliance with
the provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
IV. There were no significant or material orders passed by the
regulators or courts or tribunals which could impact the going concern status of the
Company and its future operations.
V. There are no applications made or proceedings pending against the
Company under the Insolvency and Bankruptcy Code, 2016.
VI. The Company has not entered into one time settlement with any Banks
or Financial Institutions during the year. Hence, disclosure pertaining to difference
between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan is not applicable.
VII. The Company is not required to make and maintain such accounts and
cost records as specified by the Central Government under sub- section (1) of Section 148
of the Act read with the Companies (Accounts) Rules, 2014.
38. INVESTOR EDUCATION PROTECTION FUND (IEPF) - FUNDTRANSFER OF
UNCLAIMED DIVIDENDS
In terms of the provisions of Section 125 and other applicable
provisions of the Companies Act, 2013 and the Rules made thereunder, the amount that
remained unclaimed for a period of seven years is required to be transferred to the
Investor Education and Protection Fund (IEPF) administered by the Central Government.
The said requirement does not apply to shares in respect of which there
is a specific order of the Court, Tribunal or Statutory Authority, restraining any
transfer of shares.
Year wise amount of unpaid/unclaimed dividend lying in the unpaid
account upto the Year and the corresponding shares, which are liable to be transferred to
the IEPF, and the due dates for such transfer are as under:
Financial Year |
Type of Dividend |
Date of declaration of
Dividend |
Number of Shareholders
against whom Dividend amount is unpaid |
Amount Unpaid as on March
31, 2025 (in ?) |
Shares &
unpaid/unclaimed dividend liable to be transferred to the IEPF and due dates. |
2018-19 |
Interim Dividend |
02-08-2018 |
3 |
3592 |
Proposed Due Date of transfer
to IEPF (06-10-2025) |
2021-22 |
Interim Dividend |
25-02-2022 |
200 |
5,85/ |
Proposed Due Date of transfer
to IEPF (01-05-2029) |
2021-22 |
Final Dividend |
22-09-2022 |
33 |
21,316 |
Proposed Due Date of transfer
to IEPF (26-11-2029) |
2022-23 |
Interim Dividend |
22-08-2022 |
269 |
25,1/3 |
Proposed Due Date of transfer
to IEPF (26-10-2029) |
The details of unpaid/unclaimed dividends amounts are also available on
the Company's website and can be accessed at: https://
aslindia.net/investor-corner/comDanv-announcements/unDaid-unclaimed-dividend
39. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, including all applicable amendments and rules framed thereunder. The Company is
committed to ensuring a safe, inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits as prescribed under the
Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment
or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in place to
uphold the spirit and letter of the legislation.
40. ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
continued co-operation and support extended to the Company by government authorities,
customers, vendors, regulators, banks, financial institutions, rating agencies, stock
exchange, depositories, auditors, legal advisors, consultants, business associates,
members and other stakeholders during the year. The Directors also convey their
appreciation to employees at all levels for their contribution, dedicated services and
confidence in the management.