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Aashee Infotech Ltd.

BSE: 519319 Sector: Others
NSE: N.A. ISIN Code: INE847M01011
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OPEN 2.28
PREVIOUS CLOSE 2.20
VOLUME 120
52-Week high 2.28
52-Week low 1.54
P/E
Mkt Cap.(Rs cr) 0.84
Buy Price 2.26
Buy Qty 55.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.28
CLOSE 2.20
VOLUME 120
52-Week high 2.28
52-Week low 1.54
P/E
Mkt Cap.(Rs cr) 0.84
Buy Price 2.26
Buy Qty 55.00
Sell Price 0.00
Sell Qty 0.00

Aashee Infotech Ltd. (AASHEEINFOTECH) - Director Report

Company director report

Dear Members

Aashee Infotech Limited

On behalf of the Board of Directors of your Company it is my privilege to present the28th Annual Report on the business and operations of the Company together withthe Audited Statement of Accounts for the financial year ended March 312015 and Auditor'sReport thereon.

FINANCIAL HIGHLIGHTS:

The Profit & Loss Account of your Company on standalone basis shows a profit of Rs.90114. The brieffinancial highlights are as below:

Particulars Year Ended March 312015 Year Ended March 312014
Total Income 281.37 704.43
Profit before depreciation 1.27 1.43
Depreciation NIL 0.03
Profit after Depreciation 1.27 1.400
Profit before tax 1.27 1.400
Provision for Taxation (Current & Deferred) 0.40 0.46
Profit After Taxation 0.90 (0.07)

OPERATIONAL PERFORMANCE:

During the financial year 2014-15 the Company has recorded revenue of Rs.281372808. The Company has earned net profit of Rs. 90114 during the year as compared tonet loss of Rs.7143 in the last year. The Directors are optimistic about futureperformance of the Company.

Your Company had incurred the accumulated loss due to falling margins and intensecompetition in the products dealt with by the Company. Strategic Review Committee wasformed to review the marketing strategy and to suggest changes in the product mix. Thishas resulted in arrest of steep fall in Income of the Company for the year ended 31stMarch 2015. In fact the Company has been able to earn a modest profit in year underreview. It is also expected that the operations of the company would improve in the yearsto come.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as “AnnexureA”

DIRECTORS RESPONSIBILITYSTATEMENT

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 true andfair view of the state of affairs of the Company at the end of the financial year and ofthe 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.

STATUTORYAUDITORS:

M/s. UBS & CO Chartered Accountants (Firm Registration No. 012351N)

Delhi Statutory Auditors of the Company holds office until the conclusion of theensuing Annual General Meeting subject to ratification of their appointment at ensuingAGM. The appointment of M/s. UBS & CO Chartered Accountants (Firm Registration No.012351N) Delhi as Statutory Auditors of the Company is placed for ratification byshareholders. In this regard the Company has received a certificate from the auditors tothe effect that if they are reappointed it would be in accordance with the provision ofSec.141 of the Companies Act 2013.

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are selfexplanatory and need no comments.

SECRETARIAL AUDITOR

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 for financial year 2014-15. The Secretarial Audit Report forFinancial Year 201415 forms part of the Annual Report as “AnnexureB” tothe Board Report. 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.

PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

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 FormAOC-2 is appended as “AnnexureC” to the Board's report.

PUBLIC DEPOSITS:

During the year the Company has not invited/accepted any deposits from the Public.

UPDATES ON PROPOSED MERGER:

The Board of Directors of your Company had in its Meeting held on June 28

2013 approved the Scheme of Amalgamation consisting of Merger of Jatalia GlobalVentures Ltd (JGVL) Jatalia Industrial Park Pvt Ltd (JIPL) Lusa Private Ltd (Lusa) &Surya Soft-Tech Ltd (Surya) [Transferor Companies] with Aashee Infotech Ltd. (AIL) [TransfereeCompany] The Application under clause 24(f) of the listing agreement had already beensubmitted to the Designated and Regional Stock Exchange(s) where the shares ofAasheeInfotech Limited are listed. The petition under section 391-394 of the Companies Act 1956has been submitted to Hon'ble High Court of Punjab and Haryana Chandigarh. Approval ofthe members was sought for the scheme of amalgamation pursuant to the provision of Sec.391 to 394 of the Companies Act1956 at the meeting of the members held on 5thSeptember

2014 convened as per the direction of the Hon'ble High Court of Punjab and HaryanaChandigarh .received vide its order dated 25th July2014.

The scheme was approved by requisite majority of shareholders attending and voting atthe meeting Further the Company has also filed petition

seeking sanction of scheme of amalgamation before the Hon'ble High Court of Punjab andHaryana Chandigarh.

CHANGE IN REGISTERED OFFICE:

The Registered Office of the Company earlier situated at A-48/40 DLF Phase-1Gurgaon-122002 Haryana. With a view to improve the operational efficiency the Board ofDirectors considered and approved the shifting of the registered office without change inthe Jurisdiction of the Registrar of Companies NCT of Delhi and Haryana to Plot No.2Daulatabad Road Gurgaon Haryana-122006 w.e.f. 05/05/2015.The present location is withinthe local limits of the city.

The shifting of registered office enables the company to handle its business activitiesmore efficiently and run its business more economically and conveniently. The shifting ofthe Registered Office as aforesaid is in the best interests of the company itsshareholders and all concerned. The proposed shifting will in no way be detrimental to theinterest(s) of any member of the public employees or other associates of the Company inany manner whatsoever.

CODE OF CONDUCT:

In compliance with Clause 49 of Listing Agreement and the Companies Act 2013 theCompany has framed and adopted a code of conduct. The code is applicable to the members ofthe Board and all employees of the Company. The Code of Conduct is available on theCompany's website http://aasheeinfotech.com/policy.html .

NUMBER OF BOARD MEETING: Five Board meeting were held during the year. The detailsof which are given under Corporate Governance Report. TRANSFER TO RESERVES:

Due to accumulated loss the company has not transferred any amount to reserves.

DIVIDEND

In view of the accumulated loss your Directors do not recommend any Dividend for theFinancial Year ended on 3181 March 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT During the period Ms.Ankita Kabra Director and Mr. Subhash Jain Director of the Company have resigned on07.08.2015 and 29.05.2015 from the company respectively.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

Pursuant to Section 134 (3) (m) of the Companies Act 2013 read with the Companies(Accounts)) Rules 2014

Particulars Current Year 2014-15 Previous Year 2013-2014
A. Conservation of Energy Nil Nil
B. Technology Absorption Nil Nil
C. Foreign Exchange Earnings & Outgo Nil Nil

BOARD EVALUATION

Clause 49 of Listing Agreement mandates that the Board shall review and monitor theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees and theindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.

The evaluation of Board of Directors and the Board as a whole was conducted based onthe criteria and framework adopted by the Board. DIRECTORS

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 re-election.

Mr. Anil Kumar Jain Director retires by rotation and being eligible offer himself forre-appointment at the ensuing Annual General Meeting. COMPANYSECRETARY:

Mr. Anand Parkash Sharma a fellow member of the ICSI Delhi has been appointed by theBoard of Directors of the Company as Company Secretary of the Company with effect from 29thMay 2015.

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 will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up 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.

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 Rakesh Bisht& Co. Company Secretary in Practice in compliance withthe requirements of Corporate Governance as stipulated in Clause 49 of the ListingAgreement.

SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year 2014-2015 no complaints were received by the Company

related to sexual harassment

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board has approved the Whistle Blower Policy a mechanism for employees to reportto the management concerns about unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct. The mechanism also provide for adequatesafeguards against victimization of employees who avail of the mechanism and also providefor direct access to the Chairman of the Audit Committee in exceptional cases.

During the year under review no personnel has been denied access to the auditcommittee.

The Company has adopted a formal Vigil Mechanism/ Whistle-blower policy. The approvedpolicy is available on the Company's website httD://aasheeinfotech.com/Dolicv.html

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

To provide insights into the Company to enable the Independent Directors to understandthe Company's business in depth the Company has initiated the programme. Details of thefamiliarization programme of the independent directors are available on Company's websitehttp://aasheeinfotech.com/policy.html .

NOMINATION & REMUNERATION COMMITTEE

The Company has reconstituted a Nomination and Remuneration Committee for Nominatingand determining the remuneration of Directors.

Details of the familiarization programme of the independent directors is available onCompany's website http://aasheeinfotech.com/policy.html DECLARATION BYINDEPENDENTDIRECTORS

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.

INSIDER TRADING POLICY

In accordance with SEBI (Prohibition of Insider Trading) Regulation 2015 the Board ofDirectors has adopted the Insider policy for prevention of insider trading to be followedby Directors Employees and other connected persons. The approved policy is available onthe Company's website http://aasheeinfotech.com/policy.html ACKNOWLEDGEMENT

The Directors are thankful to the Bankers Customers Dealers and Vendorsfortheirvaluablesupportand assistance.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder review.

The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted cooperation and support at all times.

Place: Delhi For and on behalf of the Board
Date: 22.08.2015 For Aashee Infotech Limited
Chairman & Managing Director
Inder Bansal
DIN-00005426

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2015

To

The Members

AASHEE INFOTECH LIMITED

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by AASHEE INFOTECH LIMITED (hereinaftercalled the company). Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on my verification of the AASHEE INFOTECH LIMITED's books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit and as per the explanation given to me and therepresentations made by the Management I hereby report that in my opinion the companyhas during the audit period covering the financial year ended on 31st March2015 complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in themannerandsubject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords and maintained by AASHEE INFOTECH LIMITED (“the Company”) for thefinancial year ended on 31st March 2015 according to the applicable provisionsof:

(i) The Companies Act 2013 (the Act) and the rules made there under as applicable;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the company during the AuditPeriod)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the company during the Audit Period)

(f) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the Audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit period).

The other laws as informed and certified by the management of the Company which arespecifically applicable to the Company based on their sector/ industry are:

1. The Information TechnologyAct 2000;

2. The Indian Copyrights Act 1957;

3. The PatentsAct 1970;

4. TheTrademarksAct 1999;

5. Indian Contract Act 1872;

6. Indian StampAct 1899and the State Stamp Acts;

7. Income TaxAct 1961;

8. The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (NotApplicable forfinancial year 2014-15)

(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLudhiana Stock Exchange Ahmedabad Stock Exchange and Delhi Stock Exchange;

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above.

(1) I further report that:

a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act except that Form DIR 12 was filedafter 30 days from the date of appointment of Ms. Ankita Kabra as Director. Where thisform is filed with late fees this should be reported as compliance by reference ofpayment of additional fees.

b) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

c) As per the minutes of the meeting duly recorded and signed by the chairman thedecisions of the board were unanimous and no dissenting views have been recorded.

(2) I further report that as per the explanations given to me and therepresentations made by the Management and relied upon by us there are adequate systemsand processes in the company commensurate with the size and operations of the company tomonitor and ensure compliance with applicable laws rules regulations and guidelines.

(3) I further report that during the audit period the company reported that themerger is under process of Jatalia Global Ventures Limited Jatalia Industrial ParkPrivate Limited Lusa Private Limited and Surya Soft-Tech Limited (Transferor company)with Aashee Infotech Limited (Transferee company).The necessary court proceedings are inprocess.

Preeti Jain
Place: Delhi Jain Preeti & Co.
Date: 20.08.2015 Company Secretaries
M.No.:ACS 29541
CP No. 14964

Note: This report is to be read with our letter of even date which is annexed asAnnexure (i) and forms an integral part of this report.

Annexure (i) to the Secretarial Audit Report

To

The Members

Aashee Infotech Limited

My report of even date to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices followed provided me areasonable basis on my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Preeti Jain
Place: Delhi Jain Preeti & Co.
Date: 20.08.2015 Company Secretaries
M.No.: ACS 29541
CP No. 14964

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