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Aaswa Trading and Exports Ltd.

BSE: 512038 Sector: Others
NSE: N.A. ISIN Code: INE887D01016
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Aaswa Trading and Exports Ltd. (AASWATRADEXP) - Director Report

Company director report

Your Directors take pleasure in presenting the 31st Annual Report of yourCompany together with audited statement of accounts for the year ended on 31stMarch 2016.

1. FINANCIAL RESULTS

Your Company's performance during the above year is summarized below:

(Rupees in Lacs)
Particulars March 312016 March 312015
Profit/(Loss) before Interest and Depreciation (932054) (864876)
Less: Depreciation 8595 11603
Profit / (Loss) before tax (940649) (876479)
Less: Provision for tax
(a) Current Tax -- 149500
(b) Short Provision of Income Tax written off 975 111
Profit / (Loss) after tax (941624) (1026090)
Add: Balance brought forward from previous year 8527675 9553765
Balance carried to Balance Sheet 7586051 8527675

2. DIVIDEND

Your Directors regret their inability to recommend any dividend on the equity shares inview of the losses suffered by your Company during the year under review.

3. RESERVES

In view of the losses incurred by your Company no amount has been transferred togeneral reserve.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Company has reported a loss of Rs.9.41 lacs compared to loss of Rs. 10.26 lacs inprevious year. The Company has continued its activity of trading in cotton fabrics. Yourdirectors are putting in their best efforts to improve the performance of the Company inthe coming years.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF YOURCOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

There are no material changes and commitments which affect the financial position ofthe company occurring between the end of financial year and the date of this Report exceptas stated specifically in this Report.

6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary joint venture or associate company for theyear ended 31st March 2016.

7. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO(PENDING)

As required under Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 the information relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange earnings & outgo forms part of this Report and annexedat Annexure-1.

9. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

The Company has set up a risk management framework to identify monitor minimizemitigate and report and also to identify business opportunities. The executive managementoversees the risk management framework and the Audit Committee evaluates internalfinancial controls and risk management systems. In the opinion of Board there are no riskwhich may threaten the existence of the Company.

10. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The requirements of corporate social responsibility in terms of Section 135 of theCompanies Act 2013 does not apply to your company.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIESACT 2013

There are no loans granted or guarantees given or security provided or investments madeunder Section 186 of the Companies Act 2013.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The members may note that Related Parties Transactions were on arm's length basis. Theparticulars under Form AOC-2 as per Rule 8 of the Companies (Account) Rules 2014 formspart of this report and annexed at Annexure-2.

13. NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company's policy on nomination and remuneration of Directors KeyManagerial Personnel and Senior Management. The said policy may be referred to at theCompany's website at http://www.aaswatrading.in

14. EXPLANATION / COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY

There are no adverse remarks reservations or remarks or disclaimers made by StatutoryAuditors in their report on the financial statements.

Mr. A. Shah & Associates Practising Company Secretaries was appointed to carry outthe secretarial audit for the year ending 31st March 2016 in terms ofprovisions of Section 204 of the Companies Act 2013. The Secretarial Audit Report isannexed with this Report. There are no qualifications reservations or adverse remarks inthe said Report.

15. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

The Board of Directors also undertook evaluation of its own performance committees ofthe Board and all individual directors. After such evaluation the Board came to theconclusion that the Board as a whole as well as all its Members individually and theCommittees of the Board continued to adhere to the standards of good governance andcontinuous improvement in processes and procedures. The Board notes that every individualMember of the Board and its Committees have contributed in the sustained operations andoverall performance of the Company.

16. ANNUAL RETURN

The details forming part of the extract of the annual return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed at Annexure-3.

17. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.aaswatrading.in where detailed information of theCompany and specified details in terms of the Companies Act 2013 and the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 have been provided.

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year 2015-2016 the meetings of Board of Directors of the Companywere conducted four times.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the Board of Directors or in the Key Managerial Personnel of thecompany.

In accordance with the Article of Association of the Company and the provision of theCompanies Act 2013 Mrs. Aashini A. Shah Director (DIN: 06935369) retires by rotationand being eligible seeks reappointment.

20. DIRECTORS' RESPONSIBILITY STATEMENT

i Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors state that-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) 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 the financial year and ofthe loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

(f) the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively

21. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating theirindependence pursuant to Section 149(6).

22. STATUTORY AUDITORS

M/s. Dhirubhai Shah & Doshi Chartered Accountants (Firm Registration No. 102511W)holds office upto the ensuing Annual General Meeting and being eligible offer themselvesfor reappointment. The Company has received letter from them to the effect that theirappointment if made would be within the prescribed limits under Section 141(3)(g) of theCompanies Act 2013 and that they are not disqualified from appointment.

23. SECRETARIAL AUDIT REPORT

M/s. A. Shah & Associates Practising Company Secretaries (Certificate of PracticeNo. 6560) has been appointed as the Secretarial Auditor of the Company for the financialyear ending 31st March 2016. The Secretarial Auditor's Report for thefinancial year ending 31st March 2016 is annexed to the Board's Report atAnnexure-4.

24. DISCLOSURE OF COMPOSITION OF AUTIT COMMITTEE AND VIGIL MECHANISM

In terms of Section 177(8) of the Companies Act 2013 Shri Keyur Parikh Shri MayurParikh and Shri Anish Shah are the members of the Audit Committee of the Company. ShriKeyur Parikh is the Chairman of the Audit Committee of the Board of Directors of theCompany. There has been no instance where the Board has not accepted the recommendationsof the Audit Committee.

Your Company has established Vigil Mechanism (whistle blower policy) for Directors andemployees to report their genuine concerns and the same is displayed on the website of theCompany.

25. LISTING WITH STOCK EXCHANGES

Your Company is listed with the BSE Limited and Ahmedabad Stock Exchange of India Ltd.and the Company has paid the listing fees to each of the Exchanges.

26. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 andPara C D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 does not apply to your Company and hence provisions relating to report oncorporate governance are not applicable. The Management Discussion and Analysis Reportforms part of this Report and are annexure as Annexure -5 to this Report.

27. PARTICULARS OF EMPLOYEES

The Details in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this report and are annexed as Annexure - 6 to thisReport.

None of the employees of the Company is in receipt of remuneration in excess of limitsprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and therefore the particulars of Employees required to be disclosedas per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not applicable to the Company.

28. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend voting or otherwise

b. Issue of shares (including sweat equity shares) to employees of the Company underany scheme including Employee Stock Option Scheme.

c. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

During the year under review no significant and material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

29. APPRECIATION

Your Directors express their gratitude for the dedicated services put in by all theemployees of the Company.

30. ACKNOWLEDGEMENTS

Your Directors places on record their sincere thanks to the customers vendorsinvestors banks and financial institutions for the continued support. Your Directors arealso thankful to the Government of India State Government and other authorities for theirsupport and solicit similar support and guidance in future.

Regd. Office: 32 Milanpark Society For and on behalf of the Board
Nr. Jawahar Chowk Maninagar
Ahmedabad - 380 008
Date: 28/05/2016
Place: Ahmedabad Anish A. Shah Keyur Parikh
Managing Director Director

ANNEXURES TO THE BOARD'S REPORT

Annexure-1

Conservation of Energy Technology Absorption and Foreign Exchange Earning and outgo.

The Information under Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 for the year ended March 31 2016 is given here below and forms partof the Director's Report.

A. Conservation of Energy

The principal business of the Company is of trading in cotton fabrics and thereforethe operations of the Company do not consume high level of energy. No capital investmenthas been made by the Company on energy conservation equipments.

B. Technology Absorption

The Company has no activity regarding technology absorption. The Company has notincurred any expenditure on research and development activity.

C. Foreign Exchange Earning and Outgo

During the year under review there are no foreign exchange earnings and outgo.

Annexure-2:-

FORM NO.AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

(Disclosure of particulars of contracts/arrangements entered into by the company withrelated parties referred to in sub section (1) of section 188 of the Companies Act 2013including certain arms length transaction under third proviso thereto.)

1. Details of contracts or arrangements or transactions not at Arm's length basis.

No. Particulars Details
a) Name(s) of the related party & nature of relationship -
b) Nature of contracts / arrangements / transaction -
c) Duration of the contracts / arrangements / transaction -
d) Salient terms of the contracts or arrangements or transaction including the value if any -
e) Justification for entering into such contracts or arrangements or transactions' -
f) Date(s) of approval by the Board --
g) Amount paid as advances if any ..
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 -

2. Details of contracts or arrangements or transactions at Arm's length basis.

No. Particulars Details
a) Name (s) of the related party & nature of relationship Krupa Printers Keyur Parikh and Mayur Parikh Directors of the Company are Partners in the said Krupa Printers.
b) Nature of contracts / arrangements / transaction Office Facility Expenses
c) Duration of the contracts / arrangements / transaction Monthly basis
d) Salient terms of the contracts or arrangements or transaction including the value if any Rs.1000/- (on monthly basis) for the year 2015-2016 be paid to Krupa Printers.
e) Date of approval by the Board 31.07.2015
f) Amount paid as advances if any -

Annexure-6

Details Pursuant to the provisions of Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

Sr. No. Particulars
1. Directors including Managing Director were not paid any Remuneration for the financial year 2015-2016.
2. Directors including Managing Director were not paid any remuneration. CFO and CS have only been appointed in the financial year 2015-2016 and therefore percentage increase in their remuneration is not applicable.
3. Percentage increase in the median remuneration of employees is 1.45%.
4. There were two permanent employees on the rolls of the company as on 31st March 2016.
5. The Company incurred a loss of Rs.9.41 Lacs for Financial Year 2015-16. The average increase in the remuneration is 12.60% which was due to appointment of CS in the financial year 2015-2016.
6 During the year under review the Company incurred a loss of Rs.9.41 Lacs. The Key Managerial Personnel were paid a remuneration of Rs.6.98 Lacs for the year.
7. The Market Capitalization of the Company was not applicable due to not having trading value as on 31.03.2015 and on 31.03.2016. The PE Ratios are not relevant due to losses of the Company.
8. Other than Key Managerial Personnel there were no employees in the Company in the Current FY 2015-2016.
9. The Company incurred a loss of Rs.9.41 Lacs for FY 2015-16. The remuneration of Company Secretary is Rs.4.34 lacs and that of Chief Financial Officer is Rs.2.64 lacs.
10. There is no variable component in the remuneration of the Directors as the Directors were not paid any remuneration.
11. None of the Directors including Managing Director were paid any Remuneration during the year 2015-16. Therefore the ratio of the remuneration of the highest paid director to that of two employees who are not directors but receive remuneration are not comparable.
12. The remuneration is as per the Nomination and Remuneration Policy of the company