Aashee Infotech Ltd.
|BSE: 519319||Sector: Others|
|NSE: N.A.||ISIN Code: INE847M01011|
|BSE 13:09 | 03 Nov||Aashee Infotech Ltd|
|NSE 05:30 | 01 Jan||Aashee Infotech Ltd|
|BSE: 519319||Sector: Others|
|NSE: N.A.||ISIN Code: INE847M01011|
|BSE 13:09 | 03 Nov||Aashee Infotech Ltd|
|NSE 05:30 | 01 Jan||Aashee Infotech Ltd|
The Board of Directors hereby submits the report of the business and operations of yourcompany (the company) along with Audited Financial Statements for the financial year ended31st March 2017.
The summary of the financial performance of the Company for the financial year ended31st March 2017 compared to the previous year ended 31st March 2016 are given below:
(Rupees in Lacs)
REVIEW OF OPERATIONS
Our Revenue from Operations on a standalone basis decreased to Rs. 14.60 Lacs from Rs.547.64Lacs in the previous year at a decline rate of 97.33%.
Our Gross Profitability on a Standalone basis has been reduced to Rs. 4.67lacs(Loss)from Rs. 0.47lacs in the previous year.
Revenue for Financial year ended on March 31 2017 stood at Rs. 1460000 as againstRs.54764846 in the previous year which shows decrease in revenue of Rs. 53304846. Afterproviding the depreciation of Rs. 198681 and taxation of Rs. (11538) (in addition toother Expenses paid) the net loss of the Company for the year under review was placed atRs. 467402 as against the profit of Rs. 47506 in the previous year.
Your Company had incurred the less revenue due to falling margins and intensecompetition in the products dealt with by the Company. It is 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 06 (Six) times during the financial year the details of which are givenunder the Corporate Governance report that forms part of this Annual Report.Theintervening gaps between any two meetings did not exceed 120 days as prescribed by theCompanies Act 2013 and Secretarial Standards.
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 hadbeen followed.
ii) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of financial year and of theprofit of the Company for that period.
iii) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors had 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 systems to ensure compliance with the provisionsof all 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 meets the criteria of independence laid down inu/s 149(6) of the Companies Act 2013 and SEBI(Listing Obligation and DisclosureRequirement) Regulation 2015.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As of March 31 2017 the Board had 4 Directors one of whom was executiveone was Independent Directors & remaining 2 were Non Executive. The policy of theCompany on directors appointment and remuneration including the criteria fordetermining qualifications positive attributes independence of a director and othermatters as required under sub-section (3) of Section 178 of the Companies Act 2013 isavailable on our website. There has been no change in the policy since last fiscal. Weaffirm that the remuneration paid to the directors is as per the terms laid out in theNomination and Remuneration Policy of the Company.
AUDITORS REPORT & AUDITORS:
The Auditors Report for fiscal 2017 does not contain any qualificationreservation or adverse remark. The Auditors Report is enclosed with the financialstatements in this Annual Report.
The Secretarial Auditors Report for fiscal 2017 does not contain anyqualification reservation or adverse remark. The Secretarial Auditors Report isenclosed as Annexure B to the Boards report in this Annual Report.
As required by the Listing Regulations the Auditors Certificate oncorporate governance is enclosed as Annexure D to the Boards report. Theauditors certificate for fiscal 2017 does not contain any qualification reservationor adverse remark.
M/s. UBS & CO Chartered Accountants (Firm Registration No. 012351N) Delhi havingoffice at 5A/7 KanodiaBhawan 1st Floor Ansari Road Darya Ganj Delhi 110002 StatutoryAuditors of the Company holds office from the conclusion of 27th Annual General Meetingand 31st Annual General Meeting subject to ratification of their appointment at ensuingAGM. In terms of the first proviso to section 139 of the Companies Act 2013 theappointment of the auditor shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. UBS & CO Chartered Accountants asstatutory auditors of the Company is placed for ratification by the shareholders.
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 Companyfor the financial year 2016-17.
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
During the year under review the company has not entered into any related partytransactions. Accordingly the disclosure of related party transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC 2 and appended as "AnnexureC" to the Boards report.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS
No significant and material order has been passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and Companys operationsin future details of which needs to be disclosed in the boards report as Section134 (3)(q) read with rule 8 of Companies (Accounts) Rules 2014.
TRANSFER TO RESERVES
Our Company has transferred amount of Rs. 1466232/- to Reserves &Surplus duringthe year.
In view of the fund needed for Business opportunities your Directors do not recommendany Dividend for the Financial Year ended on 31st March 2017.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
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:
In accordance with provision of Regulation 25 of Securities Exchange Board of India(Listing Obligation and Disclosure Requirement) Regulation 2015 mandates that the Boardshall review and monitor the Board evaluation framework. The Companies Act 2013 statesthat a formal annual evaluation needs to be made by the Board of its own performance andthat of its committees and the individual directors. Schedule IV of the Companies Act2013 states that the performance evaluation of independent directors shall be done by theentire Board of Directors excluding the director being evaluated. The evaluation of Boardof Directors and the Board as a whole was conducted based on the criteria and frameworkadopted by the Board.
NATURE OF BUSINESS
There is no change in the nature of business during the period under review.
In accordance with the provisions of Section 152 of the Act Mr. Anil Kumar Jain (DIN:00014601) Director of the Company retire by rotation at the forthcoming Annual GeneralMeeting of the Company and being eligible offer himself for re-appointment.
The information of Directors seeking appointment/ reappointment as required pursuant toRegulation 36(3) of SEBI Listing Regulations is provided in the notice of the 30thAnnualGeneral Meeting of the Company.
Following changes were made in Directorship of the company from 01st April 2016 to thedate of this Board Report:
1. Mr. Arun Kumar Jain resigned from the company on 20th July 2016 from thedirectorship of Independent Director. 2. Mr. LakshayChadhawas appointed as IndependentDirector in place of Mr. Arun Kumar Jain on 20th September 2016 and ceased from thedirectorship on 08th April 2017. 3. Mr. Sonu was appointed as Chief Financial Officer ofthe company on 04th March 2017 in place of Ms. Mamta Jain.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary Joint Ventures and Associate Company.
Pursuant to the provision of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 the Company has not accepted any deposits from thepublic during the Financial Year 2016-17.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.
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 our weblinkhttp://aasheeinfotech.com/policy.html. The policies are reviewed periodically by theBoard and updated 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:
TERMS AND CONDITIONS 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)Regulation2015 and Articles of Association of the Company. The details of the Terms andCondition of Independent 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 other connectedhttp://aasheeinfotech.com/policy.html.
In compliance with the requirements of the Act and SEBI Listing Regulations your Boardhad constituted various Board Committees including Audit Committee Nomination &Remuneration Committee and Stakeholders Relationship Committee.
Details of the constitution of these Committees which are in accordance withregulatory requirements have been uploaded on the website of the Company viz.http://aasheeinfotech.com/default.HTML. Details of scope constitution terms ofreference number of meetings held during the year under review along with attendance ofCommittee Members therein form part of the Corporate Governance Report annexed to thisreport.
Disclosure under the Sexual Harassment of Women at the Work Place (PreventionProhibition and Redressal) Act 2013
Your Directors state that during the year under review no cases of sexual harassmenthave been reported.
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.
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 Annexures 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.
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. The
Shareholders Grievances Committee of the Board meets periodically and reviews thestatus of the Shareholders Grievances.
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 ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting 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.