As on: Jun 09, 2023 09:31 AM
To,
The Members,
Accuracy Shipping Limited
The Board of Directors have pleasure in presenting this 14th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2022. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
1. FINANCIAL RESULTS:
The financial performance of your Company for the Financial Year ended on March 31, 2022 vis-a-vis previous Financial Year ended March 31,2021 is given below:
2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY:
Standalone: Your Company has reported total Income of Rs. 8199.61/- for the Financial Year ended March 31, 2022 as compared to Rs. 3661.79/- in the previous year ended March 31, 2021 and the net profit for the year under review amounted to Rs. 179.24 /- in the current year as compared to Rs. 86.22/- of previous year.
Consolidated: Your Company has reported total Income of Rs. 8260.93/- for the Financial Year ended March 31, 2022 as compared to Rs. 3757.04/- in the previous year ended March 31, 2021 and the net profit for the year under review amounted to Rs. 181.32/- in the current year as compared to Rs. 88.49/- of previous year.
3. DIVIDEND:
Based on the Company?s performance, the Board of Directors have declared interim dividends of Rs. 0.25 per equity share (face value of Re. 10/- per share) in its meeting held on February 14, 2022. The Board of Directors have also proposed to recommend a final dividend of Rs. 0.25 per equity share (face value of Re. 10/- per share), taking the total dividend to Rs. 0.50 per equity share (face value of Re. 10/- per share) for the financial year 2021-2022, in previous year.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year for further expansion in the logistic network, Company started a new segment in Motors division and name it ASL Motors which exclusively deals in sales and service of HCV vehicle of M/s Ashok Leyland Limited
5. EXTRACT OF ANNUAL RETURN
Extract Of Annual Return Pursuant to Section 134(3)(a) of the Act, the draft annual return as on 31st March 2022, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company and can be assessed using the link: www.aslindia.net
6. 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 12 times on 03/06/2021, 30/06/2021, 02/08/2021, 10/08/2021, 02/09/2021, 06/10/2021, 28/10/2021, 13/11/2021,29/12/2021, 14/02/2022, 21/03/2022 and 23/03/2022.
7. 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, 2022, 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 31,2022 and of the profits of the Company for the year ended on that date.
c) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) Directors have prepared the annual accounts on a going concern basis.
e) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
8. 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.
9. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013
For the financial year ended 31st March, 2022, the Company has proposed to carry an amount of Rs 179.24/- to General Reserve Account.
10. 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.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, your Company has not made / given / advanced any Loan, Guarantee during the financial year covered under section 186 of the Companies Act, 2013.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm?s length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. All related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm?s length basis and in the ordinary course of business and were in compliance with applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions made by the Company with Promoters, Directors, KMP or Senior Management Personnel which may have a potential conflict with the interest of the Company at large. Also there are no material transactions with any related party that are required to be disclosed under Form AOC-2 as given under Annexure - 4.
13. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY/IES:
Disclosures related to Subsidiary, Associate & Joint Venture Company for Financial Year 2021-2022:
The company have One Wholly Owned subsidiary M/s. A.R.S. International Private Limited (U63020GJ2013PTC074018) having registered Office at Survey No-42, Plot-11, Meghpar Borichi, Tal Anjar - 370110, Kachchh, Gujarat
And Two subsidiary M/s. A.R.S. Terminals (India) Private Limited (U63030GJ2018PTC100397) having registered office at "ASPL House", Plot No.11 Survey No.42, Meghpar Borichi, Anjar 370110 Kachchh, Gujarat and M/s. Jayant Logistics Private Limited (U63020GJ2010PTC061181) having registered office at Ward A/4, S. No. 416 Satta Bazar, Grain Market, Jamnagar - 361001, Gujarat.
During the year, the Board of Directors (the Board) reviewed the affairs of material subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, the report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed Form AOC-1 is annexed to this report Annexure-1.
• There was no Company which have become or ceased to be Subsidiary, Associate, JVs Company during the year.
14. LISTING AT STOCK EXCHANGES
The Company?s equity shares were listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from June 22, 2018 and Migrated to NSE Main Board December 11,2020. Annual Listing fees has been duly paid by the Company to the Exchange.
15. 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.
16. STATUTORY AUDITOR
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereafter, M/s Lahoti & Lahoti, Chartered Accountants (Firm Registration No: 112076W), Gandhidham has been appointed as Statutory Auditors of the Company from the conclusion of the 12th Annual General Meeting (AGM) of the Company held on 30th of September, 2020 till the conclusion of 17th Annual General Meeting.
In pursuant to Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of statutory auditor is not required to be ratified at every annual general meeting.
COMMENTS ON AUDITORS? REPORT OR EXPLANATION TO AUDITOR?S REMARKS:
The Auditors? Report for the financial year ended on March 31, 2022 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark.
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
17. SECRETARIAL AUDITOR
The Board has appointed M/s. Piyush Prajapati & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31,2022. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith marked as Annexure: B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
18. INTERNAL AUDITOR:
CA Khushboo Goyal were appointed as the Internal Auditor of the Company for the financial year 2021-22 based on the recommendation of the Audit Committee of the Company.
19. BOARD?S RESPONSE ON AUDITOR?S QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE
There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report for the year ended 31st March, 2022. During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.
20. 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 2021-2022 has been stated under:
(A) Conservation of energy-
(i) The steps taken or impact on conservation of energy- Your Company applies stringent control systems to monitor day to day power consumption. It ensures optimal usage of energy and mitigates wastage to the extent possible.
(ii) The steps taken by the company for utilising alternate sources of energy -
Company has installed solar electricity generators at various locations of presence of Company as alternate source of energy.
(iii) The capital investment on energy conservation equipment - Capital Investment on conservation equipment?s forms part of tangible asset and can be traced from there.
(B) Technology absorption-Your Company has no activities relating to technology absorption. Hence, nothing is reported here.
(C) Foreign exchange earnings and Outgo-
21. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the Board of Directors and Key Managerial Personnel of your Company are summarized as below:
*Mr. Mukesh Vithaldas Patel resigned from the board w.e.f. 02/09/2021
*Mr. Vikas Jain Appointed w.e.f. 02/08/2021 as additional director and regularise in
13th AGM held on 28/09/2021
22. DECLARACTION BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6).
They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
23. FORMAL ANNUAL EVALUATION PROCESS BY BOARD
During the financial year under review and in accordance to the provisions of Section 134(3)(p) of the Companies Act, 2013and Rule 8(4) of the Companies (Accounts) Rules, 2014, The Board based on evaluation criteria recommended by the ‘Nomination and Remuneration Committee? and ‘Code for Independent Directors? evaluated the performance of Board members. The Board after due discussion and taking into consideration of the various aspects such as Knowledge and skills, Competency, Financial literacy, Attendance at the Meeting, Responsibility towards the Board, Qualifications, Experience, Fulfilment of functions assigned to him, Ability to function as a team, Initiative Availability & Attendance, Commitment, Contribution; expressed their satisfaction with the evaluation process and performance of the Board.
24. CORPORATE GOVERNANCE
Your Company believes in conducting its affairs in a fair, transparent and professional manner and maintaining good ethical standards, transparency and accountability in its dealings with all its constituents. As required under the Listing Regulations, a detailed report on Corporate Governance along with the Auditors? Certificate thereon forms part of this report as "Annexure - A".
25. DISCLOSURES
The Composition of various Committees of your Company as on date is as below:
A. Corporate Social Responsibility Committee (CSR Committee)
The committee presently comprises the following Four (4) directors:
B. Audit Committee
C. Nomination and Remuneration Committee
Composition of Nomination and Remuneration Committee:
D. Stakeholders Relationship Committee
Composition of Stakeholder?s Relationship Committee:
26. POLICIES:
A. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. The board is of the opinion that there were no major risks affecting the existence of the company.
B. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company?s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board. The Whistleblower Policy has been duly communicated within your Company.
Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel 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 www.aslindia.net.
C. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
Your Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company did not receive any sexual harassment complaints during the year ended on March 31, 2022. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at www.aslindia.net.
D. DETAILS OF POLICIES DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILTY INITIATIVES
The Corporate Social Responsibility Committee (CSR Committee) had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, and the same was duly approved by the Board. The CSR Policy may be accessed on the website of the Company at www.aslindia.net.
During the year under, CSR amount required to be spent as per section 135 of the companies Act, 2013 read with schedule VII thereof by the company during the year is Rs. 53.84 Lakh During the year Company has spent Rs. 54.00 Lakh for the purpose of Medical relief to Poor People, the details of CSR Initiatives set out in the Annexure-2 of this report.
27. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS:
During the Financial Year 2021-22, there were no significant or material orders were passed by the Regulators or Courts or tribunals which affect the going concern status of the Company and its operations in future.
28. SHARE CAPITAL
The Authorized share capital of the Company as on 31st March, 2022 is Rs. 20,00,00,000/- divided into 2,00,00,000 equity shares of Rs.10/- each.
The Paid-up Share Capital of the Company as on 31st March, 2022 was Rs. 15,05,60,000/- divided into 1,50,56,000 Equity Shares of Rs.10/- each fully paid up.
Other Disclosures pertaining to Share Capital:
A. Your Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees:
B. Your Company has not issued any sweat equity shares during the Financial Year under review
C. Your Company has not issued any equity shares with differential rights
D. Your Company has not issued any Employee Stock Option Scheme
E. Company has issued 30,00,000 Preferential Share Warrants at pre-determined price of Rs. 111/- each as per SEBI (ICDR) Regulations viz ISIN INE648Z13010.
29. DEMATERIALISATION OF EQUITY SHARES
The entire Shareholding of the Company is in Demat form. The ISIN No. allotted is INE648Z01015.
30. PARTICLUARS OF EMPLOYEES
Details in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014, the names and other particulars of the employee are appended as ‘Annexure 3? to the Boards? Report.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of the Company?s performance is made in the Management Discussion and Analysis Report, which forms part of this Annual Report.
32. 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.
33. ENVIRONMENT, HEALTH AND SAFETY
The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well being of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting
responsibly with a focus on safety, health and the environment is a part of the Company?s DNA.
34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organizational growth. During the year, the Company maintained a record of peaceful employee relations. Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.
36. ACKNOWLEDGMENT:
Your Directors thanks all the Stakeholders including, Investors, Customers, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of our employees at all the levels.
The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your Directors look forward for their continued support in the future for the consistent growth of the Company.