Aaswa Trading and Exports Ltd.
|BSE: 512038||Sector: Others|
|NSE: N.A.||ISIN Code: INE887D01016|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Aaswa Trading and Exports Ltd. (AASWATRADEXP) - Director Report
Company director report
Your Directors take pleasure in presenting the 30th Annual Report of yourCompany together with audited statement of accounts for the year ended on 31stMarch 2015.
1. FINANCIAL RESULTS
Your Company's performance during the above year is summarized below:
(Rupees in Lacs)
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.
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.8.76 lacs compared to Profit of Rs.4.44 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 company for the year ended 31stMarch 2015.
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
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 all transactions entered into by the Company with the RelatedParties were on arm's length basis and in the ordinary course of business and thereforeprovisions of Section 188 of the Companies Act 2013 are not attracted. Thus disclosure iaForm AOC-2 is not required.
13. 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. Anish Shah Practising Company Secretary was appointed to carry out the secretarialaudit for the year ending 31st March 2015 in terms of provisions of Section204 of the Companies Act 2013. The Secretarial Audit Report is annexed with this Report.There are no qualifications reservations or adverse remarks in the said Secretarial AuditReport.
14. 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
15. ANNUAL EVALUATION OF BOARD'S PERFORMANCE
A Meeting of the Independent Directors weld held during the year ended on 31.03.2015.In accordance with the policy laid down by the Nomination and Remuneration Committee (NRC)and approved by the Board the NRC has carried out evaluation of performance ofIndependent Directors. The Board of Directors also undertook evaluation of its ownperformance committees of the Board and all individual directors. After such evaluationthe Board came to the conclusion that the Board as a whole as well as all its Membersindividually and the Committees of the Board continued to adhere to the standards of goodgovernance and continuous improvement in processes and procedures. The Board notes thatevery individual Member of the Board and its Committees have contributed in the sustainedoperations and overall 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-2.
17. WEBSITE OF YOUR COMPANY
Your Company maintains a website www.aaswatrading.inwhere detailed information of the Company and specified details in terms of the CompaniesAct 2013 and the Listing Agreement have been provided.
18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year 2014-2015 the meeting of Board of Directors of the Companyconducted four times.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mrs. Aashini A. Shah (DIN: 06935369) has been appointed as Director inaccordance with Section 149 and the Companies (Appointment and Qualifications of Director)Rules 2014.
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.
Mr. Pritesh M. Shah has been appointed as Company Secretary of the Company with effectfrom 1st June 2014 and Mr. Nitin L. Bhavsar has been appointed as theFinancial Officer of the Company with effect from 1st February 2015.
20. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have given their declaration to the Company stating theirindependence pursuant to Section 149(6).
21. 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.
22. SECRETARIAL AUDIT REPORT
Mr. Anish Shah Practising Company Secretary (Certificate of Practice No. 2839) hasbeen appointed as the Secretarial Auditor of the Company for the financial year ending 31stMarch 2015. The Secretarial Auditor's Report for the financial year ending 31stMarch 2015 is annexed to the Board's Report at Annexure-3.
23. 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.
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.
24. 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.
25. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Revised Clause 49 of the Listing Agreement as per SEBI Circular No. CIR/CFD/POLlCyCELL/7/2014 dated 15.09.2014 does not apply to your Company and hence provisions relatingto report on corporate governance along with Management Discussion and Analysis Report arenot applicable.
26. 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 -4 to thisReport.
The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of this report. In termsof Section 136 of the Companies Act 2013 the same is open for inspection at theRegistered Office of the Company. Copies of this statement may be obtained by the membersby writing to the Company Secretary.
27. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors statethat
(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
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.
Your Directors express their gratitude for the dedicated services put in by all theemployees of the Company.
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.
ANNEXURES TO THE BOARD'S REPORT
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 2015 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.