Aashee Infotech Limited
Your Directors have pleasure in presenting the 29th Annual Report and thebusiness & operations of the Company Aashee Infotech Limited for the financialyear ended 31st March 2016.
The summary of the financial performance of the Company for the financial year ended 31stMarch 2016 compared to the previous year ended 31st March 2015 are givenbelow:
| || ||(Rupees in Lakh) |
|Particulars ||2015-16 ||2014-15 |
|Sales & Other Income ||547.65 ||2813.73 |
|Profit / (Loss) Before Tax ||0.72 ||1.28 |
|Prior Period Item ||- ||0.02 |
|Tax Expenses || || |
|Current Tax ||0.18 ||0.41 |
|Deferred Tax ||0.06 ||0.00 |
|Previous year Tax ||0.00 ||(0.05) |
|Profit /(Loss)After Taxation carried to Balance ||0.48 ||0.90 |
|Sheet || || |
The Authorized Share Capital of the Company is Rs. 40000000 (Rupees Four crore)divided into 3850000 (Thirty Eight Lakh Fifty Thousand Rupees Only) Equity Shares of Rs.10/- (Rupees Ten) each and 150000( One Lakh Fifty Thousand Rupees only) 10% RedeemablePreference Shares of Rs. 10/- each.
REVIEW OF OPERATIONS
Revenue for Financial year ended on March 31 2016 stood at Rs. 54764846 as againstRs. 281372808 in the previous year which shows decrease in revenue of Rs. 226607962.After providing the depreciation of Rs. 104962 and taxation of Rs. 24398 (in addition toother Expenses paid) the net profit of the Company for the year under review was placedat Rs. 47506 as against Rs. 90114 in the previous year. Your Company had incurred theless revenue due to falling margins and intense competition in the products dealt with bythe Company. Strategic Review Committee was formed to review the marketing strategy and tosuggest changes in the product mix. This has resulted in arrest of steep fall in Income ofthe Company for the year ended 31st March 2016. In fact the Company has beenable to earn a modest profit in year under review. It is also expected that the operationsof the company would improve in the years to come.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A"
NUMBER OF MEETINGS OF THE BOARD
The Board met 09 (Nine) times during the financial year the details of which are givenunder the Corporate Governance report that forms part of this Annual Report. Theintervening gap between the any two meetings was within the period prescribed by theCompanies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a year andof the profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent Director u/s149(7) of the Companies Act 2013 that he/she meets the criteria of independence laid downin u/s 149(6) of the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015.
M/s. UBS & CO Chartered Accountants (Firm Registration No. 012351N) Delhi havingoffice at 203 Shree Ganesh Complex 32B Vir Sawarker Block Shakarpur Delhi-110092Statutory Auditors of the Company holds office until the conclusion of the ensuing AnnualGeneral Meeting subject to ratification of their appointment at ensuing AGM. In terms ofthe first proviso to section 139 of the Companies Act 2013 the appointment of theauditor shall be placed for ratification at every Annual General Meeting. Accordingly theappointment of M/s.UBS & CO Chartered Accountants as statutory auditors of theCompany is placed for ratification by the shareholders. The Auditors Report for thefinancial year 2015- 2016 does not contain any qualification reservation or adverseremark. The Auditors Report is enclosed with the financial statements in this AnnualReport.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s Jain Preeti & Company Company Secretaries to undertake the SecretarialAudit of the Company.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report that does not contain any qualification reservation or adverseremark. The Secretarial Audit report is annexed herewith as "Annexure B".
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Loans Guarantees and Investments u/s 186 of the Companies Act 2013 form part of thenotes to the financial statements provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as "AnnexureC" to the Boards report.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 mandated the formulation of certain policiesfor all Listed Companies. All our Corporate Governance policies are available on ourwebsite www.aasheeinfotech.com. The policies are reviewed periodically by the Board andupdated based on need and new compliance requirement.
In addition to its Code of Conduct and Ethics key policies that have been adopted bythe Company are as follows:
|Name of the Policies ||Brief Description ||Web Link |
|1. Nomination and Remuneration policy ||This policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a director (executive/ non-executive) and also the criteria for determining the remuneration of the Directors KMP and other employees. ||http://aasheeinfotech.com /policy.html |
|2. Policy for Determining Materiality for Disclosures ||This policy applies to disclosures of material events affecting the Company. This policy is in addition to the Companys corporate policy statement on investor relations which deals with the dissemination of unpublished price sensitive information. The Company is committed to being open and transparent with all stakeholders. ||http://aasheeinfotech.com /policy.html |
|3. Code of Conduct for Director and Senior Managerial Persons ||The Company in its Board of Directors Meeting has approved the "Code of Conduct" applicable for all Board members and senior managerial persons. As per requirements of the listing agreement a copy of "Code of Conduct" was sent to all Directors. A copy of the same is also available at Registered Office of the Company. ||http://aasheeinfotech.com /policy.html |
|4. Policy for Preservation Documents ||In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board of Directors of company has adopted this Policy for Preservation of Documents. ||http://aasheeinfotech.com /policy.html |
|5. Vigil Mechanism/ Whistle Blower Policy ||The Company has adopted the whistleblower mechanism for Directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Companys code of conduct and ethics. ||http://aasheeinfotech.com /policy.html |
|6. Related Party Transaction Policy ||The policy regulates all transactions between the Company and its related parties. ||http://aasheeinfotech.com /policy.html |
|7. Insider Trading Policy ||The policy provides the framework in dealing with securities of the Company. ||http://aasheeinfotech.com /policy.html |
|8. Anti-Sexual Harassment Policy ||The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this policy. During the year 2015-2016 no complaints were received by the Company related to sexual harassment ||http://aasheeinfotech.com /policy.html |
|9. Risk Management Policy ||Your Company has established a comprehensive risk management policy to ensure that risk to the Companys continued existence as a going concern and to its development are identified and addressed on timely basis. ||http://aasheeinfotech.com /policy.html |
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has established internal control systems which is adequate commensuratewith its size and nature of operations so as to ensure smoothness of operations andcompliance with applicable legislation.
TERMS AND CONDITION OF INDEPENDENT DIRECTOR
The terms and conditions of appointment of the Independent Directors are subject to theextant provisions of the applicable laws including the Companies Act 2013 (2013Act)
Regulation 25 of SEBI(Listing Obligation and Disclosure Requirement) Regulation2015and Articles of Association of the Company. The details of the Terms and Condition ofIndependent Director are available on the given link;http://aasheeinfotech.com/policy.html.
CODE OF PRACTICES AND PROCEDURE FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVEINFORMATION
In accordance with SEBI (Prohibition of Insider Trading) Regulation 2015 the Board ofDirectors has adopted the Code of Practices and Procedure for fair disclosure ofUnpublished Price Sensitive Information to be followed by Directors Employees and otherconnected http://aasheeinfotech.com/policy.html.
MATERIAL CHANGES DURING THE PERIOD
|Event ||Remarks |
|1. Tenure Completion of Independent Director ||Mr. Arun Kumar Jain was appointed on 22.06.2006 as an Independent Director in the Board of the Company. Pursuant to sec 149 (6) the tenure of Mr. Arun Kumar Jain has been completed on 21.06.2016 and therefore the Board has considered the matter of cessation in its Board meeting dated on 20.07.2016 |
TRANSFER TO RESERVES
Owing to the moderate profits and the need of ploughing back in the Company thegenerated profits during the year the company has not transferred any amount to thereserves of the Company.
In view of the fund needed for Business opportunities your Directors do not recommendany Dividend for the Financial Year ended on 31st March 2016.
STATUTORY INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGES AND OUTGO
Statement containing the necessary information as required u/s 134(3) read withCompanies (Accounts) Rules 2014 is given are as under:
| ||Current Year 2015-16 ||Previous Year 2014-15 |
|Energy Conservation ||Nil ||Nil |
|Technology Absorption ||Nil ||Nil |
|Foreign Exchange Earnings and Outgoing ||Nil ||Nil |
In accordance with provision of Regulation 25 of Securities Exchange Board of India(Listing Obligation and Disclosure Requirement) Regulation 2015 and Listing Agreementmandates that the Board shall review and monitor the Board evaluation framework. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the Boardof its own performance and that of its committees and the individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of Board of Directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board.
Articles of Association of the Company provide that at least two-third of our Directorsshall be subject to retirement by rotation. One-third of these retiring Directors mustretire from office at each Annual General Meeting of the Shareholders. The RetiringDirectors are eligible for reelection.
Mr. Harender Kumar Director retires by rotation and being eligible offer himselffor reappointment at the ensuing Annual General Meeting.
Details pertaining to composition of Audit Committee are included in the report onCorporate Governance. All the recommendations made by Audit Committee were accepted byBoard.
CHIEF FINANCIAL OFFICER
Mrs. Mamta Jain serves as the Chief Financial Officer of the Company..
Mr. Anand Parkash Sharma serves as the Company Secretary of the Company.
The Company does not have any subsidiary.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from M/s Jain Preeti & Co. Company Secretary in Practice in compliancewith the requirements of Corporate Governance as stipulated in Regulation 27 of SecuritiesExchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015and of the Listing Agreement.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
To provide insights into the Company to enable the Independent Directors to understandthe Companys business in depth the Company has initiated the programme. Details ofthe familiarization programme of the independent directors are available on Company'swebsite http://aasheeinfotech.com/policy.html.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
Your Company always endeavors to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by theshareholders and provide them a satisfactory reply at the earliest possible time. TheShareholders Grievances Committee of the Board meets periodically and reviews the statusof the Shareholders Grievances.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSec.149(7) of Companies Act2013 that he/she meets the criteria of independence laid downin Sec.149(6) of Companies Act2013 and Clause 49 of Listing Agreement.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is provided upon request. In terms of Section 136 of the Act the reportsand accounts are being sent to the members and others entitled thereto excluding theinformation on employees particulars which is available for inspection by themembers at the
Registered office of the company during business hours on working days of the companyup to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
Your Directors would like to express their sincere appreciation for the assistance andco- operation received from the financial institutions banks Government authoritiescustomers vendors and member during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompanys executives and staff.
| ||By Order of the Board of Directors |
| ||For Aashee Infotech Limited |
|Place: Delhi || || |
|Date: 12.08.2016 ||Sd/- ||Sd/- |
| ||Managing Director ||Director |
| ||Prachi Sachdeva ||Harender Kumar |
| ||DIN: 07242052 ||DIN: 07197815 |