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Ahimsa Industries Ltd.

BSE: 532594 Sector: Industrials
NSE: AHIMSA ISIN Code: INE136T01014
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Ahimsa Industries Ltd. (AHIMSA) - Director Report

Company director report

To The Members

AHIMSA INDUSTRIES LIMITED

Your Directors have pleasure in presenting their Annual Report on the business and AHMEDABAD2016. operations of the Company and the accounts for the Financial Year ended March31

FINANCIAL SUMMARY

(Amount in Rs.)
Particulars 2015-2016 2014-2015
Deferred Tax 3678183 (579367)

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2015-16andperiod subsequent there to have been given hereunder: 608806639.31 against the incomeofRs.327666777in the previous financial The totalincome of the Company during thefinancial year 2015-16 wasRs. year 2014-15.

33391028 in the previous year 2014-15. The Profit/(Loss) after tax for the year Thetotal expenditure during the year was Rs. 587424333.48 against Rs. previous year of Rs.8153156. under review at Rs.18394531.83was likewise higher than that of loss in thecompany for financial year 2015-16 to be satisfactory. The Earning PerShare The Directorstrust that the shareholders will find the performance of the (EPS) of the company is3.90per share.

ofRs.10each ason9 Thousand only) divided 1518000 (Fifteen lacs Eighteen Thousand)equity shares th October 2015. Due to Initial Public Offer Paid up Share capital of theCompany is increased from Rs. 39559900 to Rs. 54739900.

With a view to provide a cushion for any financial contingencies in the future and to DIVIDENDrecommend any dividend for the period under review. strengthen the financial positionof the Company your Directors have decided not to During the RESERVEScurrentfinancial year our Company has gained a net profit of Rs. transferred Rs. 24064551.83 toReserve for strengthen the financial position of the 608806639.31 as against the loss ofRs 8153156in P.Y. 2014-15 your Directors have Company in nearest future.

For sustained growthin the future Company wants to rely on the main businesses of CHANGEIN THE NATURE OF BUSINESS year. company; there is no change in the nature of thebusiness of the Company during the

CHANGE OF NAME

"AHIMSA INDUSTRIES LIMITED" with effect from 25th May 2015. The change ofname The Company has changed its name from "AHIMSA INDUSTRIES PRIVATE LIMITED"to held on 27th April 2015.The Registrar of Companies Gujarat Dadra and Nagar Haveliwas approved by the members in the Extra Ordinary General Meeting of the Company in thename of the Company. has on 25th May 2015 issued the new certificate of incorporationrecording the change The Authorized Share Capital of the Company is Rs.75000000 (RupeesSevenCrore CAPITAL STRUCTURE Fifty lacs only) divided into 7500000 (Seventy-Fivelacs) equity shares of Rs. 10each. Three The Paid up share capital ofthe Company isincreased from Rs. 39559900(Rupees Crore Ninety-Five Lacs Fifty-Nine Thousand Ninehundred only) divided shares of 10/-each to Rs. 54739900(Rupees Five Crore Forty-Sevenlacs thirty-Nine 3955990 (Thirty-Nine lacs Fifty-Five Thousand Nine hundred and Ninety)equity thousand Nine hundred only) divided into 5473990 (Fifty-Four lacs Seventy-Three

1518000 (Fifteen lacs Eighteen Thousand) equity shares of Rs. 10each ason9 issueofRs. 15180000(Rupees one Crore Fifty-one Lacs eighty Thousand only) divided thOctober 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE

There arematerial changes and commitments affecting the financial position of the FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT company have occurred between the end ofthe financial year of the company to which the financial statements relate and the date ofthis report as given below: The Company has appointed one additional Director.

No. A37875) as Company Secretary and Compliance Officer under the provisions TheCompany has taken note of resignation of Ms. Gajara J. Joshi (Membership of the CompaniesAct 2013.

Company Secretary and Compliance Officer under the provisions of the The Company hasappointed Ms. Poonam P. Panchal (Membership No. A44616) Companies Act 2013.

111054) Statutory Auditor’s of Company under the provisionsof the Companies TheCompany has taken note of resignation of M/s K. H. Trivedi & Co. (FRN: Act 2013.

1227O2W) Chartered Accountants as Statutory Auditors of Company under the The Companyhas appointed M/s Mistry and Shah (Firm Registration No provisions of the Companies Act2013.

practicing Company Secretary as Secretarial Auditor of Company under the The Companyhas appointed Mr. Nitesh P. Shah (Membership No. A35681) provisions of the Companies Act2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING

No significant and material orders were passed by the regulators or courts or tribunalsCONCERN STATUS AND COMPANY’S OPERATION IN FUTURE which affect the goingconcern status and future operation of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORRITIREDBY ROTATION rotation inaccordance with the requirement of the Companies Act 2013 and being Mrs. Sneha A. Gandhi(DIN: 00654675) Director of the Company retires from office by eligible offers herselffor reappointment. APPOINTMENTOFDIRECTOR

Directors of the company as given below:- There is an appointment of followingDirectors in the composition of the Board of

Sr Name Designation
No

Board of Directors to be held on 26th May 2016.

CHANGES IN KEY MANAGERIAL PERSONNEL

The Company take note of Resignation of following Key Managerial Personnel

Sr No Name of the Key Managerial Personnel Designation
Compliance Officer

Compliance Officer of Company as on 4th April 2016.

The Company has appointed following Key Managerial Personnel.

Sr No Name of the Key Managerial Personnel Designation
Compliance Officer

on 26 Secretary and Compliance Officer of Company in the meeting ofBoard of Directorsheld th May 2016.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof OF MANAGERIAL PERSONNEL) RULES 2014: remuneration in excess of Rs.60 lacs peryear to be disclosed in the Report of Board of Managerial Personnel) Rules 2014 requiringparticulars of the employees in receipt of remuneration in excess of Rs.60 lacs during thefinancial year 2015-16. Directors are not applicable to the Company as none of theemployees was in receipt of Rule 5 of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules The information required under Section 197(12) of theCompanies Act 2013 read with 2014 is given in the Statement annexed herewith asAnnexureI.

The Board of Directors of the Company met 11 times during the year on 27/04/2015 MEETINGSOF THE BOARD OF DIRECTORS 27/05/201530/09/2015 07/12/2015 12/01/2016 and 01/03/2016in respect of which proper 23/06/2015 24/06/2015 15/07/2015 23/07/2015 18/08/2015 inthe Minutes book kept by the Company for the purpose. The intervening gap between noticeswere given and the proceedings were properly recorded signed and maintained the Meetingswas within the period prescribed under the Companies Act 2013

Name of Category Directors Meetings held during the tenure of the Directors Meetings Attended Attendance at the last AGM held on 30th September 2015 No. of committee/ membership in which he/she is a member and Chairperson
D. Gandhi
Managing Director
Gandhi Director
Shah &Non- two Committee. Member in
Executive Director

The members of Audit Committee met one time during the year on 13th January 2016 MEETINGOFAUDIT COMMITTEE provisions of Section 177 of the Companies Act 2013 and applicableprovisions. after conversion of Company from Private Company to Public Company as per Mr.Ashish N. Shah (00089075) is chairman of Audit Committee.

Members Category Meetings held during the tenure of the Directors Meetings attended
&Non-Executive Director
&Non-Executive Director
Director

The members of Nomination and Remuneration Committee met one time during the MEETINGOF NOMINATION AND REMUNERATION COMMITTEE Public Company as per provisions of Section178 of the Companies Act 2013 and year on 13th January 2016 after conversion ofCompanyfrom Private Company to applicable provisions.

Mr. Ashish N. ShahCommittee. (00089075) is chairman of Nomination and Remuneration

Members Category Meetings held during the tenure of the Directors Meetings attended
&Non-Executive Director &Non-Executive Director Director

The members of Stakeholder Relationship Committee met one time during the year on MEETINGOF STAKEHOLDER RELATIONSHIP COMMITTEE Company as per provisions of Section 178 of theCompanies Act 2013 and applicable 13th January 2016 after conversion of Company fromPrivate Company to Public provisions.

Committee. Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of StakeholderRelationship

Members Category Meetings held during the tenure of the Directors Meetings attended
Non-Executive Director &Non-Executive Director Director

The independent directors of company met one time during the year on 13th January MEETINGOF INDEPENDENT DIRECTORS Regulation 24 of SEBI(Listing Obligations and DisclosureRequirements) Regulations 2016 after conversion of Company from Private Company to PublicCompany as per 2015.

Meeting.

Members Category Meetings held during the tenure of the Directors Meetings attended
Non-Executive Director &Non-Executive Director

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an BOARDEVALUATION well as the evaluation of the working of its Audit Nomination &Remuneration annual performance evaluation of its own performance the directorsindividually as independent directors. Stakeholder Relationship Committees and takes careof recommendation made by ADECLARATION BY INDEPENDENT DIRECTORS: declaration byboth Independent Directors that they meet the criteria of shall be enclosed asindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 Anindependent director shall hold office for a term up to five consecutive years on the AnnexureII and III. passing of a special resolution by the Company and disclosure of suchappointment in Board of a Company but shall be eligible for reappointment for next fiveyears on the Board’s report.

The Board has on the recommendation of the Nomination & Remuneration Committee REMUNERATIONPOLICY Managerialframed a Policy for selection appointment and remuneration ofDirectors and Key Personnel including criteria for determining qualifications positiveCorporate Governance Report. attributes and independence of Directors. More details ofthe same are given in the

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE

At the end of the financial year under review none of the company have become or SUBSIDIARIESJOINT VENTURES OR ASSOCIATE COMPANIES ceased to be subsidiaries joint ventures orassociate companies.

AUDITORS

1. STUTORYAUDITOR

Shah (Firm Registration No 1227O2W)Chartered Accountants as Statutory Auditors of TheCompany in its Board Meeting held on2nd April 2016appointed M/s Mistry and Co. CharteredAccountants Ahmedabad bearing FRN: 111054W . The appointed the Company to fill the CasualVacancy caused by the resignation of M/s K. H. Trivedi & Statutory Auditor has holdoffice from the board meeting held on 2nd April 2016 to 21st Annual General Meetingsubject to Re-appointment from the conclusion of 21st AGM and remuneration shall beratified by the members of the Company in this AGM. until the conclusion of the 26thconsecutive AGM. However their terms of appointment The notes on financial statementreferred to in the auditor’s report are self-explanatory.•?AUDITORS’REPORTauditors in their report and do not call for any further explanation/comment from theThere is no qualification reservation or adverse remarks or disclaimer made by the board.

In terms of Section 204 of the Act and Rules made there under Mr. Nitesh P. Shah 2.SECRETARIALAUDITREPORT Company in the meeting of Board of Director held on 26th May2016. The report of the Practicing Company Secretary have been appointed as a SecretarialAuditors of the explanatory and do not call for any further comments. Secretarial Auditorsis enclosed as Annexure V to this report. The report is self-

Annexure IV

The Company continues to engage Ms. Pooja Shah Chartered Accountant as Internal 3.INTERNALAUDIT&CONTROLS suggestions and recommendations to improve the controlenvironment. Their scope of Auditor of Company. During the year the Company continued toimplement her of operational efficiency effectiveness of systems and processes andassessing the work includes review of processes for safeguarding the assets of theCompany review process owners and suitable corrective actions taken as per the directionsof Audit internal control strengths in all areas. Internal Auditor’s findings arediscussed with the Committee on an ongoing basis to improve efficiency in operations.

We are continuously striving to promote better and more effective sustainability policyREPORTING ON SUSTAINABILITY efforts to all our stakeholders we have made consciousefforts through technology and practices. In order to ensure transparent communication ofour sustainability innovation and effective communication and transparency.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a VIGIL MECHANISM established and Chairman of Audit Committee has responsible forissue pertaining to Vigil Mechanism for directors and employees to report genuine concernshas been same.

A statement indicating development and implementation of a risk management policy RISKMANAGEMENT POLICY opinion of the Board may threaten the existence of the company. forthe Company including identification therein of elements of risk if any this in the Asrequired pursuant to section 92(3) oftheCompaniesAct2013 and rule 12(1) of the EXTRACTOF ANNUAL RETURN in Companies (Management and Administration) Rules 2014 an extractof annual return MGT 9as a part of this Annual Report asANNEXURE V.

The Company’s internal control systems are adequate and commensurate with the INTERNALCONTROL SYSTEMS nature and size of the Company and it ensures: Timelyaccountingstandards. and accurate financial reporting in accordance with applicable assets. Optimumutilization efficient monitoring timely maintenance and safety of its Compliance withapplicable laws regulations and management policies.

The Company has neither accepted/invited any deposits u/s 73 of the Companies Act DEPOSITSmeaning of Section 58A of the Companies Act 1956. 2013 during the period nor thereany outstanding deposit of earlier years within the PARTICULARS OF LOANS GUARANTEES ORINVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013 furnished hereunder: Theparticulars of Loans guarantees or investments made under Section 186 are

Details of Loans:

Details of Investments:-

Details of Guarantee / Security Provided:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 Theparticulars of every contract or arrangements entered into by the Company with includingcertain arm’s length transactions under third proviso thereto shall be disclosed inForm No.AOC-2. AsAnnexure VI

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT

There was no case filled during the year under the sexual harassment of women at WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013 that there is a healthy andsafeatmosphere for every women employee at the workplace workplace (Prevention Prohibition&Redresser) Act 2013. Further Company ensures and made the necessary policies forsafe and secure environment for women employee.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(Accounts) Rules 2014 regarding conservation of energy and technology absorptionInformation in accordancewith the provisions of Section 134 read with the Companies arefurnished hereunder inAnnexure VII

The Company is pleased to report that during the year under reporting the industrial HUMANRESOURCES AND INDUSTRIAL RELATIONS relations were cordial.

Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act 2013 DIRECTORS’RESPONSIBILITY STATEMENT it is hereby confirmed: standards have been followed alongwith proper explanation relating to material that in the preparation of the annualaccounts the applicable accounting departures; consistently and made judgments andestimates that are reasonable and prudent that the Directors had selected such accountingpolicies and applied them of the financial year and the profit or loss of the Company forthe period ended so as to give a true and fair view of the state of affairs of the Companyat the end 31.03.2016; adequate accounting records in accordance with the provisions ofthe Companies that the Directors had taken proper andsufficient care for the maintenanceof detecting fraud and other irregularities; Act 2013 for safeguarding the assets of thecompany and for preventing and that the Directors had prepared the annual accounts on agoing concern basis.

company and that such internal financial controls are adequate and were that thedirectors had laid down internal financial controls to be followed by the operatingeffectively.

provisions of all applicable laws and that such systems were adequate and that theDirectors had devised proper systems to ensure compliance with the operating effectively.

Details regardingCorporate Governance Report of the Company regarding compliance CORPORATEGOVERNANCE Disclosure Requirements) Regulations 2015 with stock exchanges is annexedherewith of the conditions of Corporate Governance pursuant to SEBI(Listing Obligationsand asAnnexure VIII

Your Directors take this opportunity to place on record the appreciation of thevaluable ACKNOWLEDGEMENT andcontribution and dedication shown by the employees ofthe Company RTA Auditors Practicing Company Secretary which have contributed to thesuccessful management of the Company’s affairs.

support. Banks Government Regulatory Authorities and Stock Exchange for theircontinued

AHIMSA INDUSTRIES LIMITED
Ashutosh Damubhai Gandhi
Place: Ahmedabad Managing Director
Date: 26th May 2016 DIN:00654563
Sneha Ashutosh Gandhi
Place: Ahmedabad Whole time Director
Date: 26thMay 2016 DIN:00654675