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Asahi Industries Ltd.

BSE: 514482 Sector: Industrials
NSE: N.A. ISIN Code: INE745I01015
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OPEN 2.94
CLOSE 2.94
VOLUME 100
52-Week high 2.94
52-Week low 2.94
P/E
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Asahi Industries Ltd. (ASAHIINDUS) - Director Report

Company director report

Dear Members

The Board of Directors hereby presents the 24th Annual Report on thebusiness and operations of your Company along with the Audited Statements of Accounts forthe Financial Year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

2016-2017 2015-2016
( ` in Lacs) ` ( in Lacs)
Revenue from operations 27727.51 27861.70
Finance Cost 176.37 147.71
Depreciation and Amortization Expense 1164.56 1274.04
Profit / (Loss) before exceptional and extraordinary items and tax 257.19
Provision for Tax
Current Tax 0.00 0.00
Deferred Tax Assets / (Liabilities) 200.13 193.75
Profit/Loss after Tax (1108.23) 63.45

Note: Previous year figures have been regrouped/ rearranged wherever necessary.

DIVIDEND

Due to inadequacy of profits during the year under report your Directors do notrecommend dividend on the Equity Shares of the

Company.

REVIEW OF PERFORMANCE

During the year the Turnover of Company has substantially decreased to ` 27727.51Lacs as against ` 27861.70 Lacs in respect of the previous Financial Year ended 31stMarch 2016. The Profit after Tax is increased to ` (1108.23) Lacs in the Financial Yearended 31st March 2017 as against ` 63.45 Lacs in the previous financial yearended 31st March 2016 after considering deferred tax of ` 200.13 Lacs asagainst ` 193.75 Lacs in the previous financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Clause 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing

Regulations") entered into with the Stock Exchanges. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and the Rules madethere under and are independent of the management.

Further the Composition is given in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".

MEETINGS OF THE BOARD

Four meetings of the Board of Directors and Four Meeting of Audit Committee were heldduring the year. For further details please refer report on corporate governance sectionin this Annual Report.

COMMITTEES OF THE BOARD

Currently the Board has five committees: the Audit Committee Nomination andRemuneration Committee Management and Finance Committee Sexual Harassment Committee andStakeholder's Relationship Committee. All committees except Management and FinanceCommittee and Sexual Harassment Committee consist entirely of independent directors.

A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Corporate GovernanceRequirement as prescribed by Securities and Exchange of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated

Section 149(6) of the Companies Act 2013 so as to qualify themselves to be appointedas Independent Directors under the provisions of the Companies Act 2013 and the relevantrules.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company familiarizes its Independent Directors with the Company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc. through various programmers.

The details of such familiarization programmed shall be disclosed on the Company'swebsite at the following web link: http:// asahiind.com/wp/

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that: a) in the preparation of the annualfinancial statements for the year ended March 31 2017 the applicable accountingstandards have been followed and there is no material departures; b) they have selectedsuch accounting policies and applied them consistently and made judgment and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2017 and of the profit of the Company for the year ended onthat date; c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) they have prepared the annual financial statements have been preparedon a going concern basis; they have laid and such internal financial controls are adequateand operating internal effectively; e) they have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls with corrective actions thereon are presented to the AuditCommittee Significant of the Board.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted theCompany's website www.asahiind.com. The Code lays down the standard procedure of businessconduct which is expected to be followed by the Directors and the designated employees intheir business dealings and in particular on matters relating integrity in the work placein business practices and in dealing with stakeholders. The Code gives guidance throughexamples the expected behaviour from an employee in a given situation and the reportingstructure. All the Board Members and the Senior

Management personnel have confirmed compliance with the Code. All Management Staff weregiven appropriate training in regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The Company has a Fraud Risk and Management Policy to dealwith instances of fraud and mismanagement if any. The Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationbe meted out to any person for a genuinely raised concern. A high level Committee has beenconstituted which looks into the complaints raised. The Committee reports to the AuditCommittee and the Board.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.

No of complaints received Nil
No of complaints disposed off Nil

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.

The Board is responsible for implementation of the Code. All Board Directors and thedesignated employees have confirmed compliance with the Code.

RELATED PARTY TRANSACTIONS:

All transactions entered by the Company with Related Parties were in the OrdinaryCourse of Business and at Arm's Length pricing basis. There were no materially significanttransactions with Related Parties during the financial in conflict with the interest ofthe Company. Suitable disclosures as required statements.

The Company has also adopted Related Party Transaction Policy as required underRegulation 23 of SEBI Listing Regulations. The Board has approved the policy on RelatedParty Transactions. The policies have been uploaded on the Company's website under theweb.

Material changes and commitments affecting the financial position of the Company whichhave occurred between March

31 2017 and 11th August 2017:

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2017) and the date of the Report 11thAugust 2017.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 Form AOC-2 is appended as Annexure-Bto the Board's report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Directors are happy to state that the relations between the Company and itsEmployee remained cordial throughout the year. The Directors acknowledge and express theirappreciation for the contributions made by the employees at all levels. Focused attentionwas given for knowledge updating and application of new technologies available to reducecosts and to meet the business challenges.

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014none of the employees drew remuneration of ` 10200000/- or more per annum/ ` 850000/-or more per month during the year or drew remuneration in excess of the remuneration drawnby Managing Director or Whole-time Directors or Manager and does not hold either byhimself or through his spouse or dependent children 2 per cent or more equity shares ofthe company. The details of the employees remuneration is provided in the Annexure-Cforming a part of Annual Report.

FIXED DEPOSITS:

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

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

Detail of loans investments guarantees and securities covered under the provision ofsection 186 of Companies' Act 2013 are given in the notes to the financial statement.

INSURANCE:

The properties stock assets of your Company are adequately insured.

REPORT ON CORPORATE GOVERNANCE

The Company is fully compliant with the Corporate Governance guidelines as laid out inChapter IV of SEBI Listing Regulations.

All the Directors (and also the members of the Senior Management) have affirmed inwriting their compliance with and adherence to the Code of Conduct adopted by the Company.The details of the Code of Conduct are furnished in the Corporate Governance

Report attached to this Report. The Managing Director has given a certificateofcompliance with the Code of Conduct which forms part this Directors' Report as requiredunder Chapter IV of SEBI Listing Regulations.

M/s. A. F. Khasgiwala & Co. Practicing Chartered Accountants Statutory Auditor ofthe Company has examined the requirements of Corporate Governance with reference toChapter IV of SEBI Listing Regulations and has certified the compliance as under ChapterIV of SEBI Listing Regulations. The Certificate in this regard is attached to this Report.

The Managing Director certification as required under Chapter IV of SEBI ListingRegulations is attached to this Report.

HUMAN RESOURCES MANAGEMENT

The Company recognizes that in a people-intensive business major gains can be scoredin the area of productivity management. In view of this the Company has strengthened itspeople management through performance-linked incentives amenities training

Multi-skilling and career path identification.

The Company is of firm belief that good Human Resource (HR) Management would ensuresuccess through high performance.

HR strategy and plans of the Company are deeply embedded with the organizational goals.In order to enhance the manpower productivity the goal is set to increase the productioncapacity of the plant and rationalize the manpower through scientific study. All theoperational goals of the top management emanate from the business plan. The goals of MDare shared with his subordinates who in turn share their goal with their respectivesubordinates and so on. Regular visits by HR team is being made to the plant to meet theemployees and also interaction meetings are conducted to get their feedback based onwhich HR policies are improved continuously. The process has resulted in betteremployer-employee relationship.

The Company lays due emphasis on all-round development of its human resource. Hencetraining of the employees is aimed at systemic development of knowledge skills aptitudeand team work. Training is designed for the development of personal skills necessary forthe performance of the present job and to prepare them for future growth. Individualdevelopment is given top priority to groom high caliber manpower.

INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion & Analysis Report which form an integral part of thisReport are set out as separate Annexure together with the Certificate from the auditorsof the Company regarding compliance with the requirements of Corporate

Governance as stipulated in Chapter IV of SEBI Listing Regulations.

CONSERVATION OF ENERGY: a) Company ensures that the manufacturing operations areconducted in the manner whereby optimum utilization and maximum possible savings of energyis achieved. b) No specific investment has been made in reduction in energy consumption.c) As the impact of measures taken for conservation and optimum utilisation of energy arenot quantitative its impact on cost cannot be stated accurately.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. As required under section 204 (1) of the Companies

Act 2013 the Company has obtained a secretarial audit report. Certain observationsmade in the report with regard to non filing of some forms were mainly due to ambiguityand uncertainty of the applicability of the same for the relevant period. However thecompany would ensure in future that all the provisions are complied to the fullest extent.

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 Anuja Bansal Company Secretaries in practice to undertake the SecretarialAuditor of the Company. The Secretarial Audit report is annexed herewith as "AnnexureD"

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Ms. Chhaya Shepal as Internal Auditor of the Company for the financial year2016-17.

COST AUDITOR

As per the requirements of Central Government and pursuant to the provisions of Section148 of the Companies Act 2013 your Company carries out an audit of cost records everyyear.

STATUTORY AUDITOR

M/s. A. F. Khasgiwala & Co. Chartered Accountants (Membership No. 006491 FirmRegistration No. 105114W) have been Auditors of the Company for the past years and havecompleted ten years. Their term as auditors is upto the conclusion of the forthcomingAnnual General Meeting. In accordance with the provisions of Section 139 of the Act M/s.Rishi Sekhri & Associates Chartered Accountants (Membership No. 126656 & FirmRegistration No.128216W) be and is hereby appointed as Auditors of the Company in place ofthe retiring auditors M/s. A. F. Khasgiwala & Co. Chartered Accountants (MembershipNo. 006491 Firm

Registration No. 105114W) to hold office from the conclusion of this Annual GeneralMeeting till the conclusion of the Twenty Eight Annual General Meeting of the Company tobe held in the year 2022 subject to ratification of such appointment by the

Members at every subsequent Annual General Meeting if so required under the Act.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the assistance and supportextended by Banks Consultants Solicitors Shareholders and Employees of the Company.

For and on behalf of the Board of Directors

Sd/-Place: Mumbai

Mahavir Dixit

Managing Director

Date: 11th August 2017

DIN:07314266