Annual Report 2013-14 ASIS Logistics Limited · 2014-09-11 · Annual Report 2013-14 ASIS Logistics Limited 2 N O T I C E NOTICE is hereby given that the 41st Annual General Meeting

Annual Report 2013-14 ASIS Logistics Limited

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BOARD OF DIRECTORS MR. VIANNEY D’GAMA

MR. HIREN CHANDRAKANT OZA

MR. MANOJ HRIDYANAND SINGH

MR. MUKESH BANSAL - WHOLE-TIME DIRECTOR

MR. RAKESHKUMAR AGARWAL

MRS. ALKA DAYAL

CHIEF FINANCIAL OFFICER

MR. AMEET BANSAL

COMPANY SECRETARY

MR. BIRENDRA KR. NATH

AUDITORS M/s. Agarwal Desai and Shah Chartered Accountants INTERNAL AUDITORS Mr. Vinayak Kulkarni Cost Accountants in Practice REGISTERED OFFICE Unit No. 611, Skylon Co-operative Housing Society, GIDC, Char Rasta, Vapi-396195, Gujarat REGISTRAR & TRANSFER AGENT Link-Intime India Private Limited B – 102 & 103, Shangrila Complex, First Floor, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara – 390 020. Email:- [email protected] STOCK EXCHANGE BSE Ltd., 25th Floor, P. J. Towers, Dalal Street , Fort, Mumbai - 400 001

CONTENTS

Notice 02-10

Directors’ Report 11-13

Management Discussion & Analysis Report

Corporate Governance Report

15-19

20-25

Auditors’ Report 26-29

Balance Sheet 30

Profit & Loss Statement 31

Cash Flow Statement

Notes to the Financial Statements

32-33

34-42

Statement of Significant Accounting Policies

43-48

Attendance Slip / Proxy Form 49-50


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N O T I C E

NOTICE is hereby given that the 41st Annual General Meeting of the Members of ASIS Logistics Limited, will be held at Unit No. 611, Skylon Co-operative Housing Society, GIDC, Char Rasta,Vapi-396195, Gujarat on Friday, the 19th September, 2014 at 12.30 p.m. to transact the following business:

ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet for the financial year ended 31st

March, 2014 and Statement of Profit & Loss as on date, along with the Director’s Report and Auditor’s Report thereon.

2. To appoint Mr. Vianney D’Gama, (holding DIN 03476277) Director of the Company, who retires by rotation at this Annual General Meeting, as Non-Executive Independent Director of the Company under Section 149 of the Companies Act, 2013, not subject to retirement by rotation, to hold office for five consecutive years with effect from August 1, 2014 up to July 31, 2019.

3. To appoint auditor and to fix their remuneration and in connection therewith to pass, with or without modification(s), the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to Section 139 of the Companies Act, 2013, M/s. Agarwal Desai and Shah, Chartered Accountants (Firm Registration No. 123423W), be and are hereby re-appointed as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company, on such remuneration as agreed by the Board of Directors and the Auditors, in addition to the reimbursement of service tax and actual out-of-pocket expenses incurred in connection with the audit of accounts of the Company for the Financial Year ending March 31, 2015.”

SPECIAL BUSINESS

4. Appointment of Mr. Mukesh Bansal as Whole Time Director (WTD)

To consider and if thought fit, to pass, with or without modifications, the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203, read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (“the Act”), the relevant provisions of the Memorandum and Articles of Association of the Company, and receipt of such statutory approvals, if any, as may be necessary, being obtained from the appropriate authorities to the extent applicable or necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, consent of the Company be and is hereby accorded to appointment of Mr. Mukesh Bansal as WTD of the Company (holding DIN 00244474) for a period of 5 years with effect from August 1, 2014 up to July 31, 2019, upon the terms and conditions including remuneration as set out in the agreement to be entered into between the Company and Mr. Mukesh Bansal, with liberty to the Board (which term shall


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include any Committee constituted or to be constituted by the Board) from time to time to alter the said terms and conditions of his appointment, including salary, allowances and perquisites, in such manner as may be agreed to between the Board and Mr. Mukesh Bansal and within the limits prescribed in Schedule V of the Companies Act, 2013. RESOLVED FURTHER THAT in the event of inadequacy of the profits, the remuneration as mentioned in the Agreement and Minimum Remuneration payable to Mr. Mukesh Bansal as WTD. 5. Appointment of Mrs. Alka Dayal as Director To consider and if thought fit, to pass, with or without modifications, the following resolution as an ORDINARY RESOLUTION “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 and the 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, Mrs. Alka Dayal (DIN: 06945007), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013, 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 Mrs. Alka Dayal, as a candidate for the office of Director, be and is hereby appointed as Director of the Company subject to retirement by rotation.” 6. Appointment of Mr. Rakeshkumar Agarwal as Director To consider and if thought fit, to pass, with or without modifications, the following resolution as an ORDINARY RESOLUTION “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 and the 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 an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013, 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, as a candidate for the office of Director, be and is hereby appointed as Director of the Company subject to retirement by rotation.” 7. Appointment of Mr. Hiren Chandreakant Oza as Independent Director To consider and if thought fit, to pass, with or without modifications, the following resolution as an ORDINARY RESOLUTION “RESOLVED FURTHER THAT Mr. Hiren Chandrakant Oza, (holding DIN 02755261) Director of the Company, appointed as Non-Executive Independent Director of the Company under Section 149 of the Companies Act, 2013, pursuant to clause 49 of Listing Agreement, SEBI Circular No. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014 and other applicable


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provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), not subject to retirement by rotation, to hold office for a period of 5 years with effect from August 1, 2014 up to July 31, 2019. 8. Appointment of Mr. Manoj Hridyanand Singh as Independent Director

To consider and if thought fit, to pass, with or without modifications, the following resolution as an ORDINARY RESOLUTION “RESOLVED FURTHER THAT Mr. Manoj Hridyanand Singh, (holding DIN 06698954) Director of the Company, appointed as Non-Executive Independent Director of the Company under Section 149 of the Companies Act, 2013, pursuant to clause 49 of Listing Agreement, SEBI Circular No. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) not subject to retirement by rotation, to hold office for a period of 5 years with effect from August 1, 2014 up to July 31, 2019. 9. Adoption of new set of Article of Association To consider and if thought fit, to pass, with or without modifications, the following resolution as an SPECIAL RESOLUTION “RESOLVED that pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (incorporation) Rules, 2014, the draft regulations contained in the Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution and to the entire exclusion of the Regulations contained in the existing Articles of Association of the company. RESOLVED FURTHER THAT anyone of the Directors and/or Company Secretary of the Company be and is hereby authorized to sign, submit necessary forms with ROC and to take such steps as may be necessary.” 14th August 2014 For and on behalf of the Board

Regd. Office: S/d- Unit No. 611, Hiren Oza Skylon Co-operative Housing Society, Chairman GIDC, Char Rasta,Vapi-3961958 NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE “MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.


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2. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting

3. Brief resume of Directors including those proposed to be appointed / re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Corporate Governance Report forming part of the Annual Report

4. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.

5. The Register of Members and Share Transfer Book of the Company will remain closed from Monday, the 15th September, 2014 to Friday, the 19th September, 2014 (both days inclusive).

6. All documents referred to in the Notice and Explanatory Statement will be available for inspection at the correspondence Office of the Company at 'A' Wing, 2nd Floor, Mhatre Pen Bldg., Senapati Bapat Marg, Dadar (W), Mumbai - 400 028, Tel : 022-24318550, Fax : 022-24372200 between 10:30 a.m. and 12:30 p.m. on any working day.

7. Members are requested to bring their duly filled Attendance Slip along with the copy of Annual Report at the AGM.

8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to Company’s R&T Agent, Link-Intime India Private Limited.

9. The entire work related to share registry in terms of both, physical and electronic has been handed over to Company’s R&T Agent, Link-Intime India Private Limited, B – 102 & 103, Shangrila Complex, First Floor, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara –390020, [Tel: (0265) 2250241, 3249857 Fax: (0265) 2250246, Email: [email protected]]. Shareholders are requested to send their communication to the aforesaid address in future.

10. Members who have not registered their e-mail addresses so far are requested to

register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically. The Notice of the AGM along with the Annual Report 2013-14 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories, unless any Member has requested copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.


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11. Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 41st Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by National Securities Depository Limited (NSDL): The instructions for e-voting are as under: A. In case a Member receives an email from NSDL [for members whose email IDs are

registered with the Company/Depository Participants(s)]:

(i) Open email and open PDF file viz; “Voltamp e- Voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com (iii) Click on Shareholder - Login

(iv) Put user ID and password as initial password/PIN noted in step (i) above.Click Login. (v) Password change menu appears. Change the password/PIN with new password of

your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vi) Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.

(vii) Select “EVEN” of Voltamp Transformers Limited. (viii) Now you are ready for e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed. (xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of AGM [for members whose

email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy] :

(i) Initial password will be provided separately: EVEN (E Voting Event Number) USER ID PASSWORD/ PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.


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II. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of www.evoting.nsdl.com

III. If you are already registered with NSDL for evoting then you can use your existing

user ID and password/PIN for casting your vote. IV. You can also update your mobile number and email id in the user profile details of the

folio which may be used for sending future communication(s). V. The e-voting period commences September 14, 2014 (9.00 a.m) and ends on September

15, 2014 (6.00 p.m). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of August 22, 2014, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

VI. The voting rights of shareholders shall be in proportion to their shares of the paid up

equity share capital of the Company as on the cut-off date of August 22, 2014. VII. Miss. Priyanka M Borkar, Practicing Company Secretaries, (Membership No. ACS:

33698) has been appointed as the Scrutinizer to scrutinize the evoting process in a fair and transparent manner.

VIII. The Scrutinizer shall within a period not exceeding three (3) working days from the

conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

IX. The Results shall be declared at the AGM of the Company. The Results declared

along with the Scrutinizer’s Report shall be placed on the Company’s website www.asislogistics.com and on the website of NSDL within two (2) days of passing of the resolutions at the AGM of the Company and communicated to the Stock Exchanges

14th August 2014 For and on behalf of the Board

Regd. Office: S/d- Unit No. 611, Hiren Oza Skylon Co-operative Housing Society, Chairman GIDC, Char Rasta,Vapi-3961958


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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 4 . Appointment of Mr. Mukesh Bansal as Whole Time Director (WTD)

Mr. Mukesh Bansal having experience in managing the affairs of the Company, his services would be of most beneficial for the growth of the organization, hence he Appointed as WTD of the Company, having the responsibility of managing the whole of the affairs of the Company upon such terms and conditions as stated in the notice with for a period of 5 years with effect from August 1, 2014 up to July 31, 2019. The Appointment of Mr. Mukesh Bansal, as WTD and the remuneration payable to him requires the consent and approval of the Company in General Meeting. Accordingly the resolution is proposed for your approval.

None of the Directors or Key Management Personnel or their relatives except Mr. Rakeshkumar Agarwal are concerned or interested in the aforesaid resolution. Item No. 5. Appointment of Mrs.Alka Dayal as Director As per the provisions of Section 149(1) of the Act and amended Clause 49 of the Listing Agreement, the Company should have at least one Woman Director. At the meeting of the Board of Directors of the Company held on 14/08/2014 Mrs. Alka Dayal was appointed as additional Director of the Company and holds the office upto the ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 (Act). Mrs. Alka Dayal is not disqualified from being appointed as a Director in terms of Section 164(2) of the Act subject to retirement by rotation. The brief profile of Mrs. Alka Dayal , the nature of expertise , the names of the Companies she holds directorship, is included in the Notice. None of the Directors or Key Management Personnel or their relatives concerned or interested in the aforesaid resolution. Item No. 6. Appointment of Mr. Rakeshkumar Agarwal as Director At the meeting of the Board of Directors of the Company held on 14/08/2014 Mr. Rakeshkumar Agarwal was appointed as additional Director of the Company and holds the office upto the ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 (Act). Mr. Rakeshkumar Agarwal is not disqualified from being appointed as a Director in terms of Section 164(2) of the Act subject to retirement by rotation. The brief profile of Mr. Rakeshkumar Agarwal, the nature of expertise, the names of the Companies she holds directorship, is included in the Notice. Except Mr. Mukesh Bansal none of the Directors or Key Management Personnel or their relatives concerned or interested in the aforesaid resolution.


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Item No. 7. Appointment of Mr. Hiren Chandrakant Oza as Independent Director Mr. Hiren Chandrakant Oza is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an independent director on its Board. As per the said Section 149, an independent director can hold office for a term up to 5 (five) consecutive years on the Board of a company and he shall not be included in the total number of directors for retirement by rotation. Mr. Hiren Chandrakant Oza holds masters degree in commerce and business administration and bachelor’s degree in general law. He has completed diploma in programming and system analysis and lead assessor in ISO 9000 certification. Mr. Hiren Chandrakant Oza having experience in managing the affairs of the Company, his services would be of most beneficial for the growth of the organization, hence he Appointed as Non-Executive Independent Director of the Company not subject to retirement by rotation, to hold office for a period of 5 years with effect from August 1, 2014 up to July 31, 2019 Item No. 8. Appointment of Mr. Manoj Hridyanand Singh as Independent Director Mr. Manoj Hridyanand Singh is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an independent director on its Board. As per the said Section 149, an independent director can hold office for a term up to 5 (five) consecutive years on the Board of a company and he shall not be included in the total number of directors for retirement by rotation. He holds bachelor’s degree in commerce and masters degree in computer and system development. Mr. Manoj Hridyanand Singh having experience in managing the affairs of the Company, his services would be of most beneficial for the growth of the organization, hence he Appointed as Non-Executive Independent Director of the Company not subject to retirement by rotation, to hold office for a period of 5 years with effect from August 1, 2014 up to July 31, 2019. Item No. 9. Adoption of new set of Article of Association The Articles of Association (the Article) of the Company are in conformity with the provisions of the Companies Act, 1956 and the rules framed there under. The Ministry of Corporate Affairs, Government of India, had notified the majority of the provisions of the Companies Act, 2013 and has framed the rules. Consequently, the Articles is being altered in order to comply with the provisions of the Companies Act, 2013 and the rules framed there under. In view of the above, it is considered prudent to substitute the existing Articles by a new set of Articles. The proposed Articles are based on Table ‘F’ of Schedule –I of the Act which provides the model Articles of Association for a Company Limited by Shares. The Board recommends the special resolution at item no.9 for approval by the members. None of the Directors and the Key Managerial Personnel of the Company and their relatives are in any way, concerned or interested in this item of the business.


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DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGE Name of the Director Mr. Mukesh Bansal Mrs. Alka Dayal Mr. Vianney D’Gama Date of Birth 29/09/1961 13/12/1962 18/12/1955 Date of Appointment 01/08/2014 14/08/2014 20/09/2013 Qualifications B.COM BA B.A Expertise In Logistics business In Logistics business Export-import Service Directors in other Public Companies

1. Asis Global Limited NIL NIL

Chairmanship/Membership of Committees

NIL NIL NIL

Shareholding NIL NIL NIL Relationship Between Directors

Brother of Mr. Rakeshkumar Agarwal

NA NA

Name of the Director Mr. Hiren

Chandrakant Oza Mr. Manoj Hridyanand Singh

Mr. Rakeshkumar Agarwal

Date of Birth 24/11/1956 26/05/1977 10/06/1963 Date of Appointment 01/03/2013 20/09/2013 14/08/2014 Qualifications MBA BCA B. E.(Mechanical Eng.) Expertise System Analysis IT management Operational matters Directors in other Public Companies

1. Shirdi Industries Limited

NIL 1. Shirdi Industries Ltd 2. Asis Global Limited 3.Asis Plywood Pvt. Ltd

Chairmanship/Membership of Committees

NIL NIL NIL

Shareholding NIL NIL NIL Relationship Between Directors

NA NA Brother of Mr. Mukesh Bansal

14th August 2014 For and on behalf of the Board

Regd. Office: S/d- Unit No. 611, Hiren Oza Skylon Co-operative Housing Society, Chairman GIDC, Char Rasta,Vapi-3961958


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DIRECTORS’ REPORT To, The Members, Your 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.


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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.


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DIRECTORS’ RESPONSIBILITY STATEMENT:

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


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CERTIFICATE ON CORPORATE GOVERNANCE To, The Members of Asis Logistics Limited

We have examined the compliance of conditions of Corporate Governance by Asis Logistics

Limited for the year ended 31st March, 2014 as stipulated in clause 49 of the Listing Agreement

of the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management.

Our examination was limited to the procedures and implementation adopted by the Company for

ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an

expression of opinion on the Financial Statement of the company.

In our opinion and to the best of our information and according to the explanations given to us,

we certify that the Company has complied with the conditions of Corporate Governance as

stipulated in Clause 49 of the Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the

Company nor the efficiency or effectiveness with which the Management has conducted the

affairs of the company.

Miss Priyanka M Borkar

Practicing Company Secretaries

Place: Mumbai C. P. No. 12489 Date: 14th August, 2014 F.C.S. No. 33698


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MANAGEMENT DISCUSSION & ANALYSIS (MDA) REPORT

FINANCIAL HIGHLIGHTS

During the period from April 2013 to March 2014 the total sales made by the Company was Rs. 372.40 million against which the Company earned EBIDTA margin of Rs. 49.08. The brief of the financial statement is as below:

In the Audited financial statement the comparison has been made for actual sales made by the Company in FY 12-13 in respect of sales for FY 13-14. The effect of merger has been given with effect from 1st April 2011, during the current financial year. Previous year balance, however, has been given as per previous Annual Report.

Background of the Company

ASIS is one of the India's leading integrated logistics solution providers covering all the aspects of supply chains like transport, Custom Clearance (CHA), Warehousing, Freight Management etc.

Having established the credentials in these areas since 1993, ASIS has developed capability of handling huge quantity of materials, ODC cargo with Loading/ Unloading, warehousing and transportation services.

ASIS advisory services on indirect tax matters help to ensure reduction of landed cost of import and optimization of export benefits.

Overriding customer focus of ASIS ensures that the solutions are tailor-made as per specific needs of the customers. Customized solution given by ASIS helps client in making distinctive improvement in their performance.

ASIS Logistics Ltd is the first logistics company in India to be awarded the Prestigious ISO 9002 Certificate by Quality Assurance Services - Australia. As all the core services offered by ASIS have been awarded ISO 9001:2000 certification, they are continuously reviewed for improvement and operational excellence.

ASIS has a very eminent and experienced Management at its helm and is ably assisted by professional executives staff deployed at multi locations

Customs Clearing and Forwarding

Indian Customs Law requires CHA to obtain licences from Customs Authorities at various ports before they render their services.

ASIS has CHA license for Mumbai, JNPT, Air Cargo, Goa, Kandla, Pipavav Port, Delhi, Mundra, Pithampur and Bangalore which contribute over 40% of country’s foreign trade.

CHA operations of the ASIS group, was the very first in India to be awarded ISO 9002 certification in the year 1999.

With the experience of over 20 years, ASIS is uniquely and strongly placed to study and analyse any task assigned to it before presentation to revenue, licensing and port authorities and thereby reducing the possible procedural lapses and delays.

ASIS has required infrastructure and resources for meeting the needs of the customers in the most cost effective and timely way.

Services as CHA The services offered by ASIS as CHA includes all procedural requirements of customs, port,

shipping line & local administration, Octroi, Excise & other Governmental agencies. ASIS has also material handling services that cover everything from loading, unloading, shifting,

examination, transportation & warehousing. On specific request, arrangements can also be made for re-packing, labelling, surveying,

inspection, insurance claims etc.


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Post Import & Post Export Compliances

It is a known fact that all Exim trade needs to have strong and accountable system for post import / export work involving redemption of bonds, bank guarantee, undertakings, refunds, etc. Many times, even the original documents are not available, resulting into the need for reconstruction.

ASIS being a knowledge-based organization has proved their merit in handling such complex matters for many leading companies in India.

Service List

The services offered by ASIS as CHA are as below:

Import: Import under duty payment Import under duty exemption /refund Project import including registration and closure Import for the purpose of re-export Bonding of Import consignment De-bonding of bonded import consignment Post import compliances Material handling (inspection, packing, repacking, labeling, insurance, loading, unloading, storage,

examination and other works etc. required for facilitating the consignment to reach up to its final destination.

Services as Consignment agent.

Export: Clearing of export consignment under free shipping bills Clearing of export consignment under DEEC shipping Bill Execution of Bond and Guarantees for availing duty exemption Post export matters relating to redemption of Bond and Guarantees.

Others: All post import and post export matters Verifications Reconstruction of lost/misplaced documents Redemption of Bonds and Guarantees Material handling in customized manner Transportation Warehousing Arranging transfer export incentives in lieu of duty

Advising, Documentation, Presentation, Follow Up, Sharpening competitive edge. Most of the transactions in India even now involve 30 to 40% of transaction value in the form of

indirect taxes and duties. ASIS makes business more profitable and simple by ensuring that all the benefits in the form of

exemption, refund, concession and deferment legally permissible to their clients are timely availed of.

The practice adopted by ASIS is supported with deep understanding of law used for the advantage of their customers through tailor made initiatives.

ASIS adds substantial value to the customers’ business by reducing cost and time on approvals, interpretations and compliances.


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ASIS improves competitive edge by reducing unforeseen losses on account of procedural lapses, improper presentation, incomplete understanding of law and poor supply chain management.

ASIS also help in representing the trade and industry for change in law relating to duty, taxes, import restriction, imposition of tariff & non-tariff barriers and export promotion

In respect of EPC contracts ASIS works as retainer or advisor for specified contract from the stage of offer against tender so that the impact of taxes & duties is correctly taken in consideration and in case ant refund or exemptions are planned they are timely and surely availed.

The team ASIS is committed to the highest level of ethics, integrity and confidentiality. Exim Data ASIS maintains reliable and updated data base on import, export, demand, production and

capacities. With ASIS as your associate, you are assured of deep commercial insight in the area of your

interest. Vast experience and knowledge of ASIS in taxation, duties and procedural matters integrated with

commercial knowledge and data helps in continuous sharpening of competitive edge. The large client base of ASIS can also help in the possibility of joint ventures. Effective follow up & Presentation Core team of ASIS undertakes assignments related to documentation, presentation and follow up

relating to all approvals, licensing etc. ASIS also represents on amendment in Exim law, procedure announced by Ministry of Finance,

Admin Ministry & Anti-dumping & Safeguard matters in Commerce Ministry on behalf of trade and industry.

ASIS also assists in presenting the cases before appellate authorities & tribunal, courts etc. Service list

Major services offered by ASIS as Advisor are as below: DGFT Excise & Customs Service tax & Vat Anti-dumping duty & Safe Guard duty Administrative ministry Ports & Shipping lines Tribunal EPC Contracts

Transportation &Total Logistics Solutions

In today’s fast moving and dynamic business world, transportation is the most vital part in the operations.

Estimate suggests that the transport cost constitute from 5% to 30% of sales value on every transaction.

Proper transportation ensures better and smoother business transactions. Therefore, efficient transportation is the key to all business solutions.

The growing road and port congestion requires professionally managed transport service to avoid heavy burden and uncertainties for companies.

Globalization of trade has also expanded the role of logistic sector and enhanced the need for a value added services by logistic companies.


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The clients now expect logistic company to contribute in reducing inventory, better response, more flexibility and lesser risk.

This requires logistic companies to work in partnership with the customers and other service providers by contributing in all the aspects of supply chain for reducing the cost and time involved in the movement of the goods.

Fast and Efficient

We have all the experience and the expertise when it comes to any kind of transportation. ISO 9001:2000 certifications of transport services allow ASIS to help in improving accountability,

answerability and data for further improvement. Registration with Indian Bank Association (IBA) conform the financial credentials

ASIS provides transport services through a large fleet of cargo carriers under their disposal, as owners and through attached fleet also.

Core expertise of ASIS in contract logistic supported by advisory services results into substantial reduction in the cost and time of logistics and improves efficiency,

The transport solutions provided by ASIS are repeatable, meet customers’ needs and are adaptable to all sectors of the trade.

As a logistics provider, ASIS also provides customized services, optimization of interfaces, management of cargo from ports or factories, route optimization, etc.

Warehousing Solution

ASIS warehouse having open and covered area over 10,00,000 sq.ft are located as most convenient locations which makes it ideally suitable for all the services arriving nearby to JNPT, Mumbai, Taloja and Kalamboli.

Warehouse provides base for transit of all types of consignments such as ODC, Machineries, Structural Steel, Marble Stone and many other small packages.

All warehouses are having suitable arrangement for crane, forklift, labour with store-in charge facilities to receive and deliver the consignments.

Our warehouse is an ideal warehouse it provides modern facilities and amenities

General market conditions Due to the adverse market condition the receivable cycle has become longer The business largely relates to import and exports. Due to appreciation in rate of dollar, the import

volume at Mumbai and JNPT are reduced. The business was also mainly made from area closer to Mumbai.

Appreciation of rate of foreign currency also resulted in loss to Customers resulting to tight liquidity and reduced volumes for them. The receivable period of logistics vendors increased resulting in adverse cash flow.

The cost of diesel has been increased from Rs. 45 to Rs. 66 from April 2012, however freight rate have reduced by 8 to 10% due to recession in the market.

The cost of tyre increased from Rs. 8000/- to Rs. 17000/- and in one vehicle 18 tyres are used. These tyres can be used to travel for 40000 KM only.

In logistics business the main purchases relate to HSD, Toll taxes, and payment to trip expenses. We are required to make payment to vendor immediately either in advance or upon receiving the service as there is no credit against such items, however the payments are received from customer after a period from 60 to 90 days. The period has become further long now due to adverse market conditions and excess supply.

In respect of transport services or material handling services availed from others also since the industry is highly unorganized and dominated by small players, the payment to the vendor was made while availing the service, however due to adverse condition, the receivable period became long.


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It may be seen that due to adverse market conditions, the business of the Company has been severely reduced. However the Company enjoys high reputation and confident that once the general market condition improves, the business will also be improved. In spite of adverse market conditions and financial hardship, payment of Income Tax department has been given top priority.

Other development

The Company enjoys credit facility under consortium arrangement from State Bank of India and Dena Bank. The Company has submitted proposal for restructuring which is under consideration by Dena Bank, however State Bank of India has initiated proceedings under SARFAESI Act. The Company has preferred Appeal under DRT against such proceedings.

There is outstanding amount of Rs. 15.71 million payable to Income Tax in respect of tax

liabilities for A.Y. 2011-12 & 2012-13. The Company has paid entire tax and the outstanding amount is related to interest on delay in making the payment of tax. This tax liability has arisen due to the merger of ASIS India Infrastructure Ltd. in accordance with the Order of Hon'ble High Court Mumbai & Hon’ble High Court Gujarat.

During the Financial year the Company was enjoyed secured credit against vehicles, cranes &

forklifts from ICICI Bank & Janakalyan Sahakari Bank Ltd. Part of the amount outstanding of such credit facility has been paid by sale of vehicles or vehicles proposed to be sold. Accordingly the outstanding balance as on 31/3/2014 in respect of the credit facility is as below:

Name of the Bank Opening (Rs. in Million) Closing (Rs. in Million) ICICI Bank 73.81 35.30 Janakalyan Sahakari Bank Ltd. 71.67 69.53

Total 145.48 104.83 The amount of Rs. 25 million payable to ICICI Bank has been converted into unsecured loan according to the Agreement between ICICI Bank and the Company. In respect of outstanding of Rs. 69 payable to Janakalyan Sahakari Bank Ltd., the proposal for restructuring is under consideration. The Company has also received notice for proceedings under SARFAESI Act from Janakalyan Sahakari Bank Ltd.


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CORPORATE GOVERNANCE REPORT

Report for the financial year ended March 31, 2014 on the compliance by the Company with the Corporate Governance requirements under Clause 49 of the Listing Agreement, is furnished below.

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is the combination of voluntary practices and compliance with laws and regulations leading to effective control and management of the organisation. Good Corporate Governance leads to long-term shareholder value and enhances interests of all stakeholders. It brings into focus the fiduciary and trusteeship role of the Board to align and direct the actions of the organisation towards creating wealth and shareholder value. The Company’s essential character is shaped by the values of transparency, customer satisfaction, integrity, professionalism and accountability. The Company continuously endeavors to improve on these aspects. The Board views Corporate Governance in its widest sense. The main objective is to create and adhere to a corporate culture of integrity and consciousness. Corporate Governance is a journey for constantly improving sustainable value creation and is an upward moving target. The Company’s philosophy on Corporate Governance is guided by the Company’s philosophy of Knowledge, Action and Care. The Board of Directors fully supports and endorses Corporate Governance practices as enunciated in Clause 49 of the Listing Agreement as applicable from time to time.

2. BOARD OF DIRECTORS

As can be seen from the following paragraphs, your Company’s Board comprises individuals who are reputed in respective fields of finance, business and management. From time to time, members of the Board receive recognition from the Government, industry bodies and business associations. There were no changes in the Board of Directors during 2013-14 .

Composition and Size of the Board

The Company’s policy is to maintain an optimum combination of Executive and Non-Executive/ Independent Directors. The composition of your Company’s Board, which comprises 6 Directors, is given in the table below and is in conformity with Clause 49 of the Listing Agreement with the Stock Exchanges. The Board does not have any Nominee Director representing any institution.

Si No Name Designation 1 Mr. Hiren Chandrakant Oza Non Executive Independent Director 2 Mr. Manoj Hridyanand Singh Non Executive Independent Director 3 Mr. Vianney D’Gama Non Executive Independent Director 4 Mr. Mukesh Bansal Whole-time Director 5 Mr. Rakeshkumar Agarwal Non Executive Director 6 Mrs. Alka Dayal Executive Director

Board Meetings and Procedures

I. Meetings Held

Ten Board meetings were held during the year, as against the minimum statutory requirement of four meetings. The Company has held at least one Board meeting in every quarter and the maximum time gap


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between any two meetings was not more than four months, thereby complying with applicable statutory requirements. The meetings were held on following dates:

3. BOARD COMMITTEES

A. Audit Committee

The Audit Committee comprises three Non - Executive Independent Directors and one executive director,

Si No Name Designation 1 Mr. Hiren Chandrakant Oza Chairman 2 Mr. Manoj Hridyanand Singh Member 3 Mr. Vianney D’Gama Member 4 Mr. Rakeshkumar Agarwal Member 5 Mr. B. K. Nath Secretary

The composition of this Committee is in compliance with the requirements of Section 177 of Companies Act, 2013 and Clause 49 of the Listing Agreement.

B. Nomination & Remuneration Committee

The Nomination & Remuniration Committee comprises three Non - Executive Independent Directors and one executive director, viz::

Si No Name Designation 1 Mr. Hiren Chandrakant Oza Chairman 2 Mr. Manoj Hridyanand Singh Member 3 Mr. Vianney D’Gama Member 4 Mr. Rakeshkumar Agarwal Member

The composition of this Committee is in compliance with the requirements of Section 178 of Companies Act, 2013 and Clause 49 of the Listing Agreement.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises three Non - Executive Independent Directors and one Executive Director, viz::

Si No Name Designation 1 Mr. Hiren Chandrakant Oza Chairman 2 Mr. Manoj Hridyanand Singh Member 3 Mr. Vianney D’Gama Member 4 Mr. Rakeshkumar Agarwal Member

The composition of this Committee is in compliance with the requirements of Section 178 Companies Act, 2013 and Clause 49 of the Listing Agreement.

Compliance Officer

Mr. B. K. NATH, Company Secretary, is the Compliance Officer.


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'A' Wing, 2nd Floor, Mhatre Pen bldg., Senapati Bapat Marg, Dadar (W), Mumbai - 400 028. Tel.: 91-022-24318550/ Fax: 91-022-24372200 Email ID: [email protected] REMUNERATION OF DIRECTORS Remuneration to Director: Remuneration paid to the Director is recommended by the Nomination & Remuneration Committee, approved by the Board and is subject to the overall limits as approved by the shareholders. Details of remuneration paid / payable to the Director for the year ended March 31, 2015 are given below:

Name of Director Designation Salary & Perquisites Mr. Mukesh Bansal Whole-time Director Rs. 3,00,000+ Perquisites

GENERAL BODY MEETINGS A. Details of the Annual General Meetings held during the preceding 3 years

1) FY 2012-13:- 20th September, 2013 at My Resturant, Solitaire Complex, Near Manisha Char Rasta, Old Padara Road, Vadodara-390015

2) FY 2011-12:- 23rd July, 2012 at 28, Shobhana Nagar, Vasna Road , Vadodara – 390 015 3) FY 2010-11:- 16th June, 2011 at28, Shobhana Nagar, Vasna Road , Vadodara – 390 015

B. Postal Ballot During the year the Company has passed the following resolutions through Postal Ballot process:

1) Ordinary Resolution u/s 94 and 16 of the Companies Act, 1956 to increase the Authorised Capital of the Company from Rs. 3,25,00,000/- to Rs. 75,00,00,000/- and consequent alteration to the Capital clause; and

2) Special Resolution u/s 146(2) of the Companies Act, 1956 for shifting of Registered Office from 28,Shobhana Nagar, Vasna Road, Vadodara - 390015, to Unit No. 611, Skylon Co-operative Housing Society, GIDC, Char Rasta, Vapi - 396191, within the State of Gujarat but outside the local limits of Vadodara District.

DISCLOSURES No transaction of material nature has been entered into by the Company with its Directors or Management and their relatives, etc. that may have a potential conflict with the interests of the Company; There has been no instance of non compliance by the Company on any matter related capital markets. Hence, the question of penalties or strictures being imposed by SEBI or the Stock Exchanges or any other statutory authority does not arise; Listing fees for the financial year 2014-15 have been paid to the Stock Exchanges on which the shares of the Company are listed.


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COMPLIANCE WITH MANDATORY / NON MANDATORY REQUIREMENTS The Company has complied with all the applicable mandatory requirements of Clause 49 of the Listing Agreement. SEBI COMPLAINTS REDRESS SYSTEM (SCORES): SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website. The investor complaints are processed in a centralized web based complaints redressal system. The salient features of this system are Centralised database of all complaints, online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. All complaints received through SCORES are resolved in a timely manner by the RTA, similar to other complaints. GENERAL INFORMATION FOR SHAREHOLDERS A. Company Registration Details: The Company is registered in the State of Maharashtra, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L51100GJ1972PLC036313. B. Annual General Meeting Day, Date and Time: Friday, September 19, 2014 at 12.30 p.m. Venue: Unit No. 611, Skylon Co-operative Housing Society, GIDC, Char Rasta,Vapi-396195 The Company shall also provide means of electronic voting at the ensuing Annual General Meeting. C. BOOK CLOSURE PERIOD Monday, September 15, 2014 to Friday, September 19, 2014 (both days inclusive). D. LISTING ON STOCK EXCHANGES Equity Shares

BSE Limited (BSE), [Scrip Code: 506159] Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

E. SHARE TRANSFER AGENTS

Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai – 400 078. Tel.: (022) 25946970 Fax: (022) 25946969 Email ID: [email protected]


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F. SHARE TRANSFER SYSTEM (IN PHYSICAL SEGMENT) For administrative convenience and to facilitate speedy approvals, authority has been delegated to the Share Transfer Agents (RTA). Share transfers/ transmissions approved by the RTA and/or the authorised executives are placed at the Board Meeting from time to time.

In case of shares in electronic form, the transfers are processed by NSDL / CDSL through respective Depository Participants.

In case of shares held in physical form, all transfers are completed within 15 days from the date of receipt of complete documents. As at March 31, 2014 there were no Equity Shares pending for transfer. Also, there were no demat requests pending as on March 31, 2014. The Company obtains from a Company Secretary in Practice, half yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement with Stock Exchanges and files a copy of the certificate with the Stock Exchanges. G. DISTRIBUTION OF SHAREHOLDING BY SIZE AS ON MARCH 31, 2014

No. of Shares held No. of shareholders % to no. of shareholders

No. of shares % to no. of shares

Upto 2500 1400 95.30 10351 32.76 2501 to 5000 57 3.89 2384 7.54

5001 to 10000 8 0.54 670 2.12

10001 to 20000 1 0.07 130 0.41

20001 to 30000 0 0.00 0 0

30001 to 40000 0 0.00 0 0

40001 to 50000 0 0.00 0 0

50001 to 100000 0 0.00 0 0

Above 100000 3 0.20 18065 57.17

Total 1469 100.00 31600 100.00

H. STATEMENT SHOWING SHAREHOLDING PATTERN AS ON MARCH 31, 2014

Category

code Category of Shareholder Number of

Shareholders Total

number of Shares

percentage

(A) Shareholding of Promoter And Promoter Group

2 11465 36.28

(B) Public Shareholding [1] Institutions (a) Mutual Funds / UTI 0 0 0 (b) Financial Institutions / Banks 0 0 0 (c) Central Government /State Government(s) 0 0 0 (d) Insurance Companies 0 0 0 (e) Foreign Institutional Investors 0 0 0 [2] Non-Institutions (a) Bodies Corporate 20 6904 21.85 (b) Individual Shareholders

holding nominal share capital upto ` 1 lakh 1447 13231 41.87 individual shareholders holding nominal share capital in excess of ` 1 lakh

(c ) Others (i) Non Resident Indians 0 0 0


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(ii) Non Resident Indians 0 0 0 (iii) Foreign Companies 0 0 0 (iv) Overseas Bodies Corporates 0 0 0 (v) Clearing Member 0 0 0 (vi) Foreign Nationals 0 0 0 (vii) Trusts 0 0 0

Total Public Shareholding 1469 31600 63.72 Total 1469 31600 100

I. DEMATERIALISATION OF SHARES As on March 31, 2014, 19,926 equity shares (63.06 % of the total number of shares) are in dematerialized form. 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.

The Company’s shares are compulsorily traded in dematerialised form and are available for trading on both the Depositories in India - National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Particulars of Shares Equity Shares of 100 each Number % of total

NSDL 126 0.40 CDSL 19800 62.66 Sub – Total 19926 63.06 Physical Form 11674 36.94

Total 31600 100.00

J. WARRANTS OR ANY CONVERTIBLE WARRANTS There are no outstanding convertible warrants / instruments.

K. CODE OF CONDUCT The Board has laid down a Code of Conduct and Ethics for its Members and Senior Management Personnel of the Company.

L. CERTIFICATE ON CORPORATE GOVERNANCE

Certificate from Miss Priyanka M Borkar, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is attached to the Directors’ Report forming part of the Annual Report.

14th August, 2014

The Board of Directors

ASIS LOGISTICS LIMITED Unit No. 611, Skylon Co-operative Housing Society, GIDC, Char Rasta,Vapi-396195


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Independent Auditors’ Report To the Members of Asis Logistic Limited (formerly known as Paraan Limited)

Report on the Financial Statements

1. We have audited the accompanying financial statements of Asis Logistic Limited, (“the Company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

ii) in the case of Statement of Profit and Loss, of the loss for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date


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Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order

8. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 ; and

e. on the basis of written representations received from the directors, as on 31 March 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

For Agarwal Desai & Shah Chartered Accountants

Firm Registration No.: 123423W Mumbai

per Rishi Sekhri May 30, 2014 Partner

Membership No.: 126656

Annexure to the Independent Auditors’ Report of even date to the members of Asis Logistic Limited (formerly known as Paraan Limited) on the financial statements for the year ended March 31, 2014

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) During the year, the Company has disposed off a substantial part of the fixed assets, which, however, in our opinion has not affected the going concern status of the Company.


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(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii)(a) The Company has not granted any loan, secured or unsecured to companies, firms or other

parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to 4(iii) (d) of the Order are not applicable.

(e) The Company has taken interest free unsecured loans from two parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs 65.43 mn and the year-end balance is Rs 65.43 mn.

(f) In respect of interest free loans taken, the principal amounts are repayable on demand/ there is no repayment schedule, hence, we are unable to comment as to whether the terms and conditions are prejudicial to the interest of the Company

(g) In respect of interest free loans taken, the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, payment of the principal amount is regular.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the

Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a)In our opinion, the particulars of all contracts or arrangements that need to be entered into the

register maintained under Section 301 of the Act have been so entered

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of

Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable. .

(vii) The Company did not have an internal audit system during the year. (viii) To the best of our knowledge and belief, the Central Government has not prescribed

maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act, in respect of Company’s services. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) The Company is generally regular in depositing undisputed statutory dues including

provident fund, investor education and protection fund, employees’ state insurance, wealth tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities except for income-tax and service tax, where there are delay in many cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.


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(b) There are no dues in respect of income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) In our opinion, the Company’s accumulated losses at the end of the financial year are less

than fifty percent of its net worth. The Company has incurred cash losses in the current year and immediately preceding financial year.

(xi) There are no dues payable to financial institutions or debenture-holders. The Company has

defaulted in repayment of dues to the following banks: Name of the bank Amount (Rs in mn) Due date Delay in days Jankalyan Bank 8.33 11 Sep 13 201 Jankalyan Bank 6.75 25 Feb 14 34

(xii) The Company has not granted any loans and advances on the basis of security by way of

pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

Accordingly, provisions of clause 4(xiii) of the Order are not applicable. (xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other

investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicable.

(xvi) The Company did not have any term loans outstanding during the year. Accordingly, the provisions of clause 4(xvi) of the Order are not applicable.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to (parties /and companies) covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Agarwal Desai & Shah Chartered Accountants

Firm Registration No.: 123423W Mumbai

per Rishi Sekhri May 30, 2014 Partner


30

Membership No.: 126656 Balance Sheet as at 31st March, 2014 Rs. in million

Particulars Note No As at 31st March, 2014 As at 31st March, 2013

Equity & Liabilities (1) Shareholders fund (a) Share Capital B 610.24 3.16 (b) Reserves and Surplus C (39.41) 13.74

(2) Non Current Liabilities (a) Long term borrowings D 99.71 0.70 (b) Deferred Tax Liabilities AA - - (c) Long Term Provisions E 1.72 -

(3) Current Liabilities (a) Short term borrowings F 483.42 - (b) Trade Payables G 42.26 4.34 (c) Other Current Liabilities H 114.12 0.02 (d) Short term provision I 26.57 - Total 1,338.62 21.96 Assets (1) Non Current Assets (a) Fixed Assets (i) Tangible Assets J 100.55 - (ii) Intangible Assets J 248.29 - (b) Non Current Investments K 6.22 - (2) Current Assets (a) Inventories L 19.04 - (b) Trade receivables M 445.79 - (c) Cash and Cash equivalents N 8.69 0.43 (d) Short term Loans and Advances O 509.11 21.53 (e) Other Current Assets P 0.92 - Total 1,338.62 21.96

The accompanying notes A to AN are an integral part of the financial statements As per our report of even date For Agarwal Desai & Shah For and on behalf of the Board of Directors of Chartered Accountants Asis Logistics Ltd. Rishi Sekhri Hiren Oza Manoj Singh B. K. Nath Partner (Director) (Director) (Company Secretary) Mumbai Dated - May 30,2014


31

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014 Rs. in million

Particulars Note No Current Year Previous Year

I. Revenue from operations

Sale Revenue Q 372.40 -

II. Other Income R 25.69 0.04

Total Revenue (I + II) 398.09 0.04

III. Expenses

Purchases / Documentation Expenses 267.96 -

Changes in inventories of finished goods, work

in process and Stock in trade

S - -

Employee benefit expense T 49.72 0.04

Finance costs U 56.18 0.01

Depreciation and amortisation expense J 81.82 -

Other expenses V 31.34 0.39

Total expenses 487.02 0.44

IV. Profit before tax (88.92) (0.40)

V. Tax expenses:

(1) Current Tax - -

(2) Deferred Tax Credit (6.82) -

(3) Short provision of earlier years - -

VI. Loss after tax for the year (82.10) (0.40)

VII Earnings per equity share: (Face value of Rs 10

each (Previous Year Rs 10 each)

Z

(1) Basic (Rs) 2,406.79) (13.46)

(2) Diluted (Rs) 2,406.79) (13.46)

The accompanying notes A to AN are an integral part of the financial statements As per our report of even date For Agarwal Desai & Shah For and on behalf of the Board of Directors of Chartered Accountants Asis Logistics Ltd. Rishi Sekhri Hiren Oza Manoj Singh B. K. Nath Partner (Director) (Director) (Company Secretary) Mumbai


32

Dated-May 30, 2014

CASH FLOW STATEMENT FOR THE YEAR ENDING 31ST MARCH, 2014 Rs. in million

Particulars Current Year Previous Year Cash flow from operating activities

Loss before tax (88.92) (0.40) Reserves taken over on merger 28.95 -

Deferred tax assets taken over on merger and written off 6.82 -

Depreciation 81.82 -

Interest income (0.29) -

Provision for diminution in investment - 0.01

Profit on sale of Fixed assets (25.40) -

Interest expense 55.19 -

Operating profit before working capital changes

58.17 (0.40)

Increase in Inventory

(19.04) -

Increase in Debtors (445.79) -

Increase in trade payables 0.02

Increase/(Decrease) in other current liabilities 78.16 (0.01)

Increase in provisions 1.72 -

Decrease in short term loans and advances (487.58) (3.52)

Cash used in operation (814.36) (3.90)

Taxes Paid 26.57 -

Net Cash generated from operation (787.79) (3.90) Cash flow from investing activities

Purchase of fixed assets (439.99) -

Sale of fixed assets 33.80 -

Receipt of interest 0.29 -

Acquisition of Non Current Investments on merger (6.22) -

Deposits with maturity more than 3 months (3.86) -

Net cash used in investing activities (415.98) -


33

Cash flow from financing activities

Proceeds from loans 656.28 -

Receipt of money towards share warrant - 3.51

Issue of share capital on merger as purchase

consideration

607.08 -

Interest paid (55.19) -

Net cash (used in)/generated from financing activities 1,208.17 3.51 Net increase/(decrease) in cash and cash equivalents

4.40

(0.39)

Cash and cash equivalents at the beginning of the year 0.43 0.82

Cash and cash equivalents at the end of the year 4.83 0.43 Cash & Bank Balances (as per schedule : O)

8.69 0.43

Less : Deposits with maturity more than 3 months

3.86

-

Cash & Cash Equivalents for Cash Flow Statement 4.83 0.43 The accompanying notes A to AN are an integral part of the financial statements As per our report of even date For Agarwal Desai & Shah For and on behalf of the Board of Directors of Chartered Accountants Asis Logistics Ltd. Rishi Sekhri Hiren Oza Manoj Singh B. K. Nath Partner (Director) (Director) (Company Secretary) Mumbai Dated-May 30, 2014


34

Notes to the Financial Statements for the Year Ended 31st March, 2014 Rs. in million Notes Particulars As at 31st

March, 2014 As at 31st

March, 2013 B SHARE CAPITAL

Authorised 1.4 mn (Previous year: 0.33 mn) Equity Share of Rs.100 Each 140.00 32.50 6.1 mn (Previous year: Nil) 1% Redeemable Preference Share

of Rs.100 Each.

610.00

- Issues, Subscribed and Fully Paid up 0.075 mn (Previous year 0.03 mn) Equity Shares of Rs.100 7.53 3.16 6.02 mn (Previous year Nil) Preference Shares of Rs.100 Each 602.72 - Total 610.24 3.16

a. Reconciliation of shares outstanding at the beginning and at the end of reporting period As at 31st March, 2014 As at 31st March, 2013 No (mn) No(mn) At the beginning of year 0.03

0.03

Issued during the year 0.04 0.00 Outstanding at the end of year

0.07

0.03

b. Terms/right attached to Equity shares

The company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends only in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Details of shareholder holding more than 5% shares in the company. No of Shares (mn) No of Shares (mn) Kailash Biyani 0.01 0.01 Kishor Mohatta 0.01 0.01 M/s. Asis Industries Ltd 0.01 0.01 Dytel Finance And Invetsment Pvt Ltd 0.01 - Mrs Rukmani Agarwal 0.00 -

C. RESERVES AND SURPLUS

Securities Premium Account Opening Balance 11.22 6.80 Add : Addition during the year - 4.42 Closing Balance 11.22 11.22


35

Capital Reserve Opening Balance 10.53 - Add : Addition during the year (forfeiture of share

application money received on share warrant) - 10.53

Closing Balance 10.53 10.53 Statement of Profit and Loss Opening Balance (8.01) (7.61) Add : Profit/(loss) taken over on merger 28.95 - Add : Profit/(loss) for the year (82.10) (0.40) Closing Balance (61.16) (8.01) Total (39.41) 13.74

D

LONG TERM BORROWINGS

(i) Loans against vehicles from banks - Secured 34.27 - Loans against vehicles are secured by way of hypothecation

of specific vehicles acquired under the arrangements.

34.27 - Loans from related parties - Unsecured - 0.70 Loans from others 65.43

Total 99.71 0.70

E LONG TERM PROVISIONS

Provision for employee benefits : Gratuity 0.88 - Compensated absences 0.84 - Total 1.72 -

F SHORT TERM BORROWINGS

1. Cash Credit from Banks - Secured 483.42 - The above loans are Guaranteed by the Directors.

Cash Credit Loans are secured by first pari-passu charge by way of hypothecation of current assets namely stocks and book debts, inventories, second charge on pari passu basis on fixed assets of the company.

Total 483.42 -

G TRADE PAYABLE

Creditors Total outstanding dues to Micro, Small and Medium Enterprises - - Others 42.26 4.34 Total 42.26 4.34


36

H OTHER CURRENT LIABILITIES Current maturities of long term debt 73.85 - Book overdraft 0.29 - other liabilities 39.97 0.02 Total 114.12 0.02 I SHORT TERM PROVISIONS Provision for taxation(net of advance tax) 26.40 - Provision for employee benefits : Gratuity 0.01 - Compensated absences 0.16 - Total 26.57 -

K NON CURRENT INVESTMENTS Non-trade Investment in 0.06 mn(nos) Fully paid - Equity

Shares of Rs 100 each

Janakalyan Co-operative Bank Ltd at cost 6.22 6.22 Purak Vinimay Limited 0.01 0.01 Less : Provision for diminution in investment (0.01) (0.01) Aggregate amount of unquoted investments 6.22 6.22

L INVENTORIES Spares and Stores (Mode of valuation Refer A (i)) 19.04 - Total 19.04 -

M TRADE RECEIVABLES Outstanding for period exceeding 6 months Unsecure considered good 323.36 - Unsecured considered doubtful - - Less: Provision for doubtful debts - - Other unsecured considered good 122.44 - Total 445.79 -

N CASH & CASH EQUIVALANTS Balances with Banks 2.32 0.43 Cash on hand 2.51 0.00 Deposit with banks held as Margin Money 3.86 - Total 8.69 0.43

O SHORT TERM LOANS AND ADVANCES Advances recoverable in cash or kind 479.11 21.53 Security Deposits 30.00 - Total 509.11 21.53

P OTHER CURRENT ASSETS

Asset held for sale 0.92 -

Total 0.92 -


37

Q REVENUE FROM OPERATIONS Revenue from Sales 372.40 - Total 372.40 -

R OTHER INCOME Interest Income 0.29 - Profit on sale of fixed assets 25.40 Sundry balances written back - 0.04 Total 25.69 0.04

S CHANGES IN INVENTORIES Opening Inventories Finished goods 19.04 - Less: Closing Inventories Finished goods 19.04 - Decrease/(Increase) in inventories - -

T EMPLOYEE BENEFIT EXPENSES Salaries, wages & bonus 48.07 0.04 Contribution to provident fund and other funds 1.65 - Total 49.72 0.04

U FINANCE COST Interest Expense 55.19 -

Other borrowing cost 0.99 0.01 Total 56.18 0.01

V OTHER EXPENSES Advertisement Expenses - 0.13 Communication cost - 0.03 Provision for diminution in investment - 0.01 Travelling Expenses 3.09 0.08 Electricity Expenses 2.31 - Professional Fees paid 4.13 0.07 Printing & Stationery 0.85 - Miscellaneous Expenses 3.39 0.00 Repairs & Maintenance 13.81 - Insurance 0.92 - Rent Rates & Taxes 2.54 0.02 Auditor Remuneration 0.30 0.06 Total 31.34 0.39


J. SCHEDULE OF FIXED ASSETS Sr.

Particulars Gross Block as on 1 Apr

13

Deletion Asset held

for sale

Gross Block as

on 31 Mar 14

Accumulated Depreciation as

on 31 March 2013

Depreciation/amortisation for the

year

Deletion

Asset held

for sale

Accumulated Depreciation

as on 31 March 2014

Net Block as on 31 March 2014

Net Block as on 31 March 2013

Tangible : 1 Computer 4.08 -

4.08 3.33 0.39 -

3.72 0.36 0.75

2 Air Condition 0.51 -

0.51 0.21 0.04 -

0.24 0.27 0.30 3 Furniture and

Fixture 22.56 - 22.56 4.21 1.43 - 5.63 16.92 18.35 4 Books and

Periodicals 0.05 - 0.05 0.03 0.00 - 0.03 0.02 0.02 5 Office

Equipment 3.54 -

3.54 1.13 0.32 -

1.46 2.08 2.40 6 Motor Car 39.23 - 39.23 13.19 3.73 - 16.92 22.31 26.04 7 Jeep 0.40 - 0.40 0.30 0.04 0.34 0.06 0.10 8 Vehicle - Two

Wheeler 0.98 - 0.98 0.48 0.09 - 0.57 0.41 0.51 9 Truck/trailer 407.30 99.88 110.52 196.90 299.54 40.31 91.47 109.60 138.78 58.12 107.76

Total (A) 478.64 99.88 110.52 268.24 322.42 46.35 91.47 109.60 167.69 100.55 156.22 Intangible

1 Goodwill 354.71 - 354.71 70.94 35.47 - 106.41 248.29 283.76 Total (B) 354.71 - - 354.71 70.94 35.47 - 106.41 248.29 283.76 Total (A+B) 833.35 99.88 110.52 622.95 393.36 81.82 91.47 109.60 274.10 348.84 439.99

Previous Year

100.55

Note: The opening block include the assets transfer on account of demerger from Asis India Infrastructure Limited as per the scheme of merger.


39

W. The gratuity and leave encashment has not been provided in the books of account, however the amount

will be paid at the time of settlement. X. Contingent Liabilities: The Company does not have any Contingent Liabilities at the end of the year. Y. In the opinion of Board of Directors the Current Assets, Loans & Advances are approximately of the

value stated if realized in the ordinary course of business. The provision for depreciation and all known liabilities are adequate and not in excess of amount reasonably necessary.

Z Earnings Per Share: As at 31st


March, 2013 Loss Attributable to Equity Shareholders (82.10) (0.40) Weighted average no. of equity shares outstanding during

the period - Basic & Diluted 34,112 31,600

Nominal value of Equity Share Rs. 100.00 100.00 EarningsPer Share (Rs.) (A) / (B) (2,406.79) (13.46)

AA Deferred Tax Asset : Rs. in million As at 31st


March, 2013 Liabilities : Depreciation 5.62 - Assets : Unabsorb depreciation/business loss 18.92 - 13.30 - On the consideration of prudence and in the absence of virtual certainty of sufficient future

taxable income, the deferred tax asset has not been recognised. AB Related Party Disclosures:

I) Key managerial personnel 1. Kailash Biyani - Promoter (upto March 12,2014) II) Relatives of KMP 1. Kishor Mohatta Transactions during the year Rs. in million As at 31st March,

2014 As at 31st March,

2013 Nil Nil Nil Year End Balances Loan Taken:

Kailash Biyani - 0.35

Kishor Mohatta - 0.35 AC The Company has defaulted in the repayment of dues (principal and interest) as summarised:

Name of the bank Principal Amount Due from Jankalyan Bank 8.33 Sep 13 to Mar 14 Jankalyan Bank 6.75 Mar-14 Total 15.08


40

AD Auditors Remuneration: - - Audit Fee 0.30 0.03 Tax Audit Fees - 0.03 0.30 0.06

AE. Lease: "The Company has significant operating leases for office premises and godowns. These lease arrangements range for a period between 11 months to 60 months with cancellable clause of 2-3 months. The aggregate lease rentals payable are charged as Rent in Note V aggregating Rs. 2.54 mn (Previous Year Rs 0.2 mn)." AF. The Compnay has filed for merger of logistic division from ASIS India Infrastructure Limited (AIIL). The Bombay Stock Exchange has granted its No-Objection to the Scheme of Arrangement vide its Letter dated May 9, 2012. The Scheme of Arrangement has been approved by Hon’ble High Court of Bombay and Hon’ble High Court of Gujarat . The Appointed date for the demerger is April 1, 2011 and the scheme is effective from 10 September 2013. As per the order, all the assets and liabilites as on April 1, 2011 of logistic division of AIIL has been transferred to ALL, and the consideration has been paid in terms of Equity and Preference shares. The goodwill arised on account of the excess of consideration over the net assets has been amortised over the period of 10 years w.e.f. April 1, 2011. The impact related to profit and loss for last two years i.e. year ended March 31, 2012 and 2013 has been considered in the opening retained earnings of ALL. Goodwill Calculation

Particulars Rs in mn Rs in mn Fixed Asset 156.47

Cash and Bank 6.27 Current Assets and Loans and Advances 1,576.58 1,739.32 Current Liabilities and Provisions 1,291.62 Borrowings 195.33 1,486.95 Net Current Assets 252.38 Consideration :

Equity Shares 4.37 Preference Shares 602.72 607.08 Goodwill 354.71

AG. Dues to Micro, Small and Medium Enterprises as per MSMED Act, 2006.

The Company, has during the period, not received any intimation from any of its suppliers regarding their status under the said Act. Based on the above facts, management has decided that none of them are registered under the Said act and hence disclosures, if any, relating to amounts unpaid as at the year end along with interest paid/payable have not been given.

AH. The name of the Company has changed from Paraan Limited to Asis Logistic Limited to Asis India

Infrastructure Limited with effect from September 27, 2013.


41

AI. Trade Receivable include 137.45 mn that are outstanding for a period of more than one year. The company is actively pursuing for the reconciliation and recovery of these debts and based on its relationships with these parties expects to recover the outstanding amounts. Accordingly, no provision is considered at this stage.

AJ. The preference shares are redeemable after end of 3 years and before the end of 10 years from the date

of issue. The management is of the view that these preference shares will be redeemed from fresh issue of capital and accordingly the reserve has not been created.

AK. Employees Benefits The disclosures as required as per the revised AS-15 (Revised 2005) are as under: (A) Defined Benefit Plans Gratuity: In accordance with Accounting Standard 15 (Revised 2005), actuarial valuation was done in respect of defined benefit plan of gratuity based on the following assumptions: As at 31st March, 2014

Discount Rate (per annum) 9% Rate of increase in Compensation Levels 6% Attrition Rate 2%

The estimates of future salary increases, considered in actuarial valuation take account of inflation, seniority, promotion and other relevant factor such as supply and demand factors in the employee market. (i) Changes in the Present Value of Obligation As at 31st March, 2014

Present value of obligation as at the beginning of the year - Interest cost - Current Service cost 0.89 Benefits Paid - Actuarial (Gain)/Loss - Present Value of Obligation as at the end of year 0.89 (ii) Amount recognised in the Balance Sheet

Present Value of Obligation as at the end of the year 0.89 Fair Value of Plan Assets as at the end of the year - Net Liability recognised as at the end of the year 0.89

(iii) Expenses recognised in the Statement of Profit and Loss Current Service Cost 0.89 Interest Cost - Expected Return on Plan Assets - Net actuarial (Gain)/ Loss - 0.89


42

(iv) Other Disclosures As at 31st March, 2014

Present value of obligation at the end of the year 0.89 Fair value of plan Assets at the end of the year - Surplus/ (Deficit) 0.89 Experience Adjustments:

On Plan Liabilities - (Gain)/Loss - On Plan Assets - (Gain)/ Loss

-

(B) Other Long-term Employee Benefits The liability for Compensated absences as at the Year end is Rs. 1 mn AL. The accounts of previous year were audited by another Auditor and opening balances are as per such

accounts. AM. The previous years numbers are not comparable as explained in point AD. AN. Previous years figures have been regrouped/reclassified wherever necessary to conform current years

classification. The accompanying notes A to AN are an integral part of the financial statements As per our report of even date For Agarwal Desai & Shah For and on behalf of the Board of Directors of Chartered Accountants Asis Logistics Ltd. Rishi Sekhri Hiren Oza Manoj Singh B. K. Nath Partner (Director) (Director) (Company Secretary) Mumbai Dated-May 30, 2014


43

Asis Logistics Limited

Schedule : A Statement of Significant Accounting Policies

(a) Basis of preparation The financial statements have been prepared to comply in all material respects with the Accounting Standards notified by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis except in case of assets for which provision for impairment is made and revaluation is carried out. The accounting policies have been consistently applied by the Company and except for the changes in accounting policy discussed more fully below, are consistent with those used in the previous year.

(b) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

(c) Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Sale of Goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. It includes excise duty and discounts but excludes value added tax / sales tax and is net of returns. Excise duty shown as deduction from revenue is the amount that is included in the amount of revenue and not the entire amount of liability that arose during the period.

Sale of Licenses

Revenue from sale of licenses is recognised when the entitlement for license is endorsed in the name of the importer. It excludes value added tax / sales tax.

Interest

Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

Dividend

Dividend income is recognized when the right to receive dividend is established.


44

(d) Fixed Assets Fixed assets are stated at cost less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

In respect of accounting periods commencing on or after 7th December, 2006, exchange differences arising on reporting of the long-term foreign currency monetary items at rates different from those at which they were initially recorded during the period, or reported in the previous financial statements are added to or deducted from the cost of the asset and are depreciated over the balance life of the asset, if these monetary items pertain to the acquisition of a depreciable fixed asset.

(e) Depreciation Depreciation on Fixed Assets is provided pro-rata from the date of addition using the Straight Line Method each at the rates based upon useful life of the assets estimated by the management, which are equal to the corresponding rates prescribed in Schedule XIV of the Companies Act, 1956.

(f) Impairment i. The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

ii. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

(g) Leases

Where the Company is the lessee Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and loss account on a straight-line basis over the lease term

(h) Inventories

Inventories are valued as follows:

Raw materials, stores and spare parts

Lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost is determined on weighted average basis.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.


45

(i) Foreign currency transactions (i) Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

(ii) Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

(iii) Exchange Differences

Exchange differences arising on the settlement of monetary items or on reporting Company's monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise.

Exchange differences, in respect of accounting periods commencing on or after 7th December, 2006, arising on reporting of long-term foreign currency monetary items at rates different from those at which they were initially recorded during the period, or reported in previous financial statements, in so far as they relate to the acquisition of a depreciable capital asset, are added to or deducted from the cost of the asset and are depreciated over the balance life of the asset.

(iv) Forward Exchange Contracts not intended for trading or speculation purposes

In case of monetary items which are covered by forward exchange contracts, the difference between the exchange rate on the date of such contracts and the year end rate is recognized in the statement of profit and loss account. Any profit/loss arising on cancellation of forward exchange contract is recognized as income or expense of the year. Premium/Discount arising on such forward exchange contracts is amortised as income/expense over the life of the contract .

(j) Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognise a decline other than temporary in the value of the investments.

(k) Retirement and other employee benefits

Provident Fund Retirement benefits in the form of Provident Funds are a defined contribution scheme and the contributions are charged to the statement of profit and loss account of the period when the contributions are made to Regional Provident Fund Commissioner. There are no other obligations other than the contribution payable.


46

(l) Income taxes Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact of current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred tax liabilities across various countries of operation are not set off against each other as the company does not have a legal right to do so. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognisesunrecognised deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realised.

The deferred tax in respect of timing differences which originate during the tax holiday period and reverse during the tax holiday period, are not recognised to the extent the enterprise’s gross total income is subject to the deduction during the tax holiday period as per the requirements of the Act.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available

MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. In the year in which the Minimum Alternative tax (MAT) credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the statement of profit and loss account and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.


47

(m) Segment Reporting Policies

Identification of segments:

The Company’s operating businesses are organized and managed separately according to the nature of products, with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.

Allocation of common costs:

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.

Unallocated items:

The Corporate and Other segment includes general corporate income and expense items which are not allocated to any business segment.

Segment Policies:

The company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the company as a whole

(n) Borrowing Cost Borrowing cost attributable to the acquisition or construction of qualifying assets as defined in the Accounting Standard 16 on ‘Borrowing Cost’ are capitalized as part of the cost of such assets up to the date when the asset is ready for its intended use. Other borrowing costs are expensed as incurred.

(o) Earnings Per Share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(p) Provisions A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.


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(q) Cash Flow Statement Cash flows are reported using indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the Company are segregated.

(r) Cash and Cash equivalents Cash and cash equivalents in the balance sheet comprise cash at bank, cash/cheques in hand and short-terminvestments with an original maturity of three months or less.

(s) Miscellaneous Expenditure (to the extent not written off or adjusted) Expenses incurred on Initial Public Offer, will be adjusted against the securities premium account and hence not charged to statement of profit and loss account.


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ASIS LOGISTICS LIMITED (Formerly known as Paraan Limited)

(CIN-L51100GJ1972PLC036313) Regd. Office:- Unit No. 611, Skylon Co-operative Housing Society, GIDC, Char Rasta,Vapi-396195,

Tel : 022-24318550, Fax : 022-24372200, Email: [email protected] / Website:www.asislogistics.com ………………………………………………………………………………………………………………………………

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member(s) Registered Address E-mail Id Folio No. / Client Id DP ID

I/We, ______________________________ being the member(s) of __________ shares of Asis Logistics Ltd., hereby appoint: 1. Name: ______________________________ Address: _____________________________________

E-mail Id: ___________________________ or failing him/ her

2. Name: ______________________________ Address: _____________________________________

E-mail Id: ___________________________ or failing him/ her

3. Name: ______________________________ Address: _____________________________________

E-mail Id: ____________________________

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 41st Annual General Meeting of the Company, to be held on September 19, 2014 at 12.30 p.m. at the Registered Office and at any adjournment thereof in respect of such resolutions as are indicated below:

RESOLUTIONS FOR AGAINST 1. To receive, consider and adopt the audited Financial Statement of the Company

for the year ended on March 31, 2014.

2. To appoint a Director Mr. Vianney D’Gama, who retires by rotation and, being eligible, offers himself for re-appointment as Non-Executive Independent Director

3. To appoint M/s. Agarwal Desai and Shah, Chartered Accountants, Chartered Accountants as Statutory Auditors of the Company


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4. To appoint Mr. Mukesh Bansal, Additional Director as Whole Time Director of the Company.

5. To appoint Mrs. Alka Dayal, Additional Director as Director of the Company. 6. To appoint Mr. Rakeshkumar Agarwal, Additional Director as Director of the

Company.

7. To appoint Mr. Hiren Chandrakanta Oza, Director as an Independent Director of the Company.

8. To appoint Mr. Manoj Hridyanand Singh, Director as an Independent Director of the Company

9. Adoption of new set of Article of Association

Signed this------day of September, 2014 _________________ Signature of Member ________________________ ________________________ ________________________ Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

Notes:

1. Proxy form must reach the Company’s Registered office not less than 48 hours before the Meeting. 2. The form should be signed across the stamp as per specimen signature registered with the Company. 3. A Proxy need not be a member.

Affix Revenue Stamp

STAMP

Book-Post _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________

If undelivered please return to : ASIS LOGISTICS LIMITED Unit No. 611, Skylon Co-operative Housing Society, GIDC, Char Rasta, Vapi-396195, Gujarat

Documents

Annual Report 2013-14 ASIS Logistics Limited · 2014-09-11 · Annual Report 2013-14 ASIS Logistics Limited 2 N O T I C E NOTICE is hereby given that the 41st Annual General Meeting