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Asahi Songwon Colors Ltd.

BSE: 532853 Sector: Industrials
NSE: ASAHISONG ISIN Code: INE228I01012
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VOLUME 210
52-Week high 368.00
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P/E 15.29
Mkt Cap.(Rs cr) 418
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OPEN 341.00
CLOSE 338.95
VOLUME 210
52-Week high 368.00
52-Week low 211.50
P/E 15.29
Mkt Cap.(Rs cr) 418
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Asahi Songwon Colors Ltd. (ASAHISONG) - Director Report

Company director report

DIRECTORS' REPORT

To the Members of

Asahi Songwon Colors Limited

Your Directors have the pleasure of presenting their 27th Annual Report of the Companytogether with the audited financial statement for the financial year ended MarcRs. 312017.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended MarcRs. 31 2017 is summarizedbelow:

(Rs. In Lac)
Particulars 2016-2017 2015-2016
Revenue from Operations (Net of Excise Duty) 25708.77 22392.01
Other Income 108.80 363.26
Total Income 25817.57 22755.27
Profit for the year before Finance Costs Depreciation Extra Ordinary 4741.51 4259.16
Item and Taxation
Less : Finance Costs 281.09 449.49
Profit for the year before Depreciation Extra Ordinary Item and 4460.42 3809.67
Taxation
Less : Depreciation and Amortisation Expenses 712.50 671.00
Profit for the year before Extra Ordinary Item and Taxation 3747.92 3138.67
Extra Ordinary Item - -
Profit for the year before Taxation 3747.92 3138.67
Less : Current Tax 1215.64 919.73
Less : Deferred Tax 30.46 120.67
Net Profit for the year 2501.82 2098.27
Add: Balance brought forward from previous year 8379.37 6726.52
Surplus available for Appropriation 10881.19 8824.79
Appropriation:
General Reserve 150.00 150.00
Interim Dividend at RS. 3.00 (Previous Year RS 2.00) per Equity Shares 368.17 245.45
Dividend Distribution Tax 74.95 49.97
Balance Carried to Balance Sheet 10288.07 8379.37
Total 10881.19 8824.79

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/ STATE OF COMPANY'S AFFAIRSa. General

The global economy is recovering especially in the emerging markets is showing signs ofrevival. Indian economy is gradually improving with low in_ation favourable interestrates low commodity prices strengthening current account deficit and increasing forexreserves. With growth in users industry like paints coating and plastic demand forpigments is intensifying. Your Company has registered yet another year of healthyfinancial performance with Profit after tax higher than previous year.

b. P erformance Review

During the year under review the Company earned a of RS. 25818 lac compared to RS.22755 lac in the previous year.

The total sales of the Company stood at RS. 25709 lac (Previous Year RS. 22392 lac).The Profit after tax (PAT) increased by 19 percent from RS. 2098 lac to RS. 2502 lac inthe previous year.

The financial year 2016-17 embarked upon visible improvement in operating Profitmargins due to focused cost efficiency measures price discipline and low commodityprices.

c. Exports

During the year under review the total exports value to RS. 17864 lac compared to RS.17636 lac during the previous year. Your Company is trying to locate new export marketsfor its products and see good potential for growth to the export business.

d. Capital Expenditure

The Company has incurred a capital expenditure of RS. 784 lac in the year under reviewcompared to RS. 1481 lac in the previous year.

DIVIDEND

After considering the Profitability cash flow and overall performance of the Companyyour Board of Directors of the Company has declared and paid an interim dividend @30%(Rupee 3.00 per share of face value of RS. 10/- each) on the fully paid up equity sharecapital of the Company. The interim dividend declared and paid on equity shares includingdividend tax thereon would result in an outflow of RS. 443 Lac.

Considering ongoing business expansions and capital requirements the Board ofDirectors of the Company do not recommend any final dividend on the equity shares and theinterim dividend declared is the dividend on equity shares of the Company for thefinancial year ended MarcRs. 31 2017.

During the previous financial year the Company had paid interim dividend @20% (Rupee2.00 per share of face value of RS. 10/- each) on the fully paid up equity share capitalof the Company.

Transfer To Reserve

Your Company proposes to transfer RS. 150 lac (Previous Year RS. 150 lac) to theGeneral Reserves. An amount of RS. 10288 lac is proposed to be retained in the Statementof Profit and Loss.

Share Captial

a.incomeIssue of equity Shares with differential rights

During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. As at MarcRs. 31 2017 it stood at RS. 1227.23 Lacsdivided into 12272262 equity shares of RS. 10/- each. During the year under review noequity shares with differential rights as to dividend voting or otherwise where issued.

b. Issue of sweat equity shares

During the year under review the Company has not issued any sweat equity shares.

c. Issue of employee stock options

The Company has not granted any Employee Stock Option within the meaning of section62(1) (b) of the Companies Act 2013 read with its Rules framed there under and Regulation14 of the Securities Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulation 2015.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review the Company does not have any subsidiaries jointventures and associate companies.

CHANGE IN PROMOTERS HOLDING

During the year under review promoters family trust Mrugesh Jaykrishna Family Trust-1and Gokul M. Jaykrishna Family Trust were in receipt of the SEBI order both dated March08 2016 bearing reference no. WTM/ PS/184/CFD-DCR/MAR/2016 andWTM/PS/183/CFD-DCR/MAR/2016 respectively granting an exemption from making an open offerunder Regulation 3 of the Takeover Regulations in respect of the acquisition of shares ofthe Company. Accordingly during the year 400000 (3.26%) equity shares held by Mrs. ParuM. Jaykrishna and 411766 (3.36%) equity shares held by Mr. Munjal M. Jaykrishna of theCompany were transferred to Mrugesh Jaykrishna Family Trust -1 and 1505049 (12.26%)equity shares held by Mr. Gukul M. Jaykrishna and 1093283 (8.91%) equity shares held byMr. Munjal M. Jaykrishna were transferred to Gokul M. Jaykrishna Family Trust by way ofblock deal in a phased manner at a price prevailing on the stock exchange on the date ofrespective tranche of acquisition pursuant to the direction of aforesaid SEBI order.

Further Mrugesh Jaykrishna Family Trust -1 and Gokul M. Jaykrishna Family Trust hasacquired 242991 (1.98%) and 125177 (1.02%) Equity Shares of the Company through thestock exchange respectively during the year. The total promoter shareholding of theCompany hence stands increased to 65.28% from 62.28%.

During the year under review the name/status of the promoter company was changed fromIntercon Finance Private Limited to Chelsea Marketing LLP.

FINANCE AND INSURANCE

The Company has been financed by State Bank of India for both working capital and termloans.

All assets and insurable interests of your Company including building plant andmachinery stocks vehicles stores and spares have been adequately insured againstvarious risks and perils.

CREDIT RATING Bank Term Loans

During the year under review CARE has upgraded the rating assigned to the long-termfacilities of your Company to "CARE AA- Stable [Double A Minus; Outlook;Stable]" from "CARE A+ [Single A Plus]". This rating is applicable tofacilities having tenure of more than one year. Instruments with this rating areconsidered to have the highest degree of safety regarding timely servicing of financialobligations.

CARE has also reaffirmed the CARE A1+ [Single A One Plus] rating assigned to theshort-term facilities of your Company. This rating is applicable to facilities havingtenure up to one year. Instruments with this rating are considered to have adequate degreeof safety regarding timely servicing of financial obligations.

Commercial Paper

During the year under review CARE has reaffirmed "CARE A1+ (A One Plus)indicating very strong degree of safety regarding timely payment of financial obligationsfor Commercial Paper to be issued carved out of the sanctioned working capital limits ofthe Company. As at MarcRs. 31 2017 outstanding commercial paper was Nil.

LISTING

The Equity shares of the Company continue to remain listed on BSE Limited (BSE) andNational Stock Exchange of India Limited (NSE). The Company has paid the Annual ListingFees to the said Stock Exchange(s) for the financial year 2017-18.

MATERIALCHANGESANDCOMMITMENTSIFANYAFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material changes and commitments affecting the financial position ofthe Company which has occurred between the end of the financial year to which thefinancial statements relate and the date of the report.

RISK MANAGEMENT

The Company has well defined process to identify assess monitor and mitigate variousbusiness risks. The Company recognizes that these risks need to be managed to protectinterest of the stakeholders to achieve business objective and enable sustainable growth.Many risks identified by the business and functions are systematically addressed throughmitigating actions on a continuing basis. Further details are set out in the ManagementDiscussion and Analysis Report forming part of the Directors Report.

PUBLIC DEPOSIT

During the year under review the Company has not accepted any fixed deposit frompublic under Section 73 of Companies Act 2013 and the Rules framed there under and noamount on account of principal or interest on deposits from public was outstanding as onMarcRs. 31 2017.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended MarcRs. 31 2017.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofyour Company has constituted a Corporate Social Responsibility (‘CSR") Committeewhich is Chaired by Mrs. Paru M. Jaykrishna the Chairperson and Managing Director of theCompany the other members of the committee are Mr. Gaurang N. Shah and Dr. Pradeep Jhawho are independent directors of the Company. Your

Company also has in place a CSR policy and the same is available on the website of theCompany. The committee places before the Board the details of the activities to beundertaken during the year. A detail report is attached as "Annexure – D"forming part of this report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED ORHAVE RESIGNED DURING THE YEAR

Directors coming up for retirement by rotation

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and interms of the Articles of Association of the Company Mrs. Paru M. Jaykrishna Chairpersonand Managing Director of the Company will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment. The Board recommends herreappointment.

Declaration of independence

The Company has received necessary declarations from the independent directors underSection 149(7) of the Companies Act 2013 the he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SecuritiesExchange Board of India (Listing Obligation and Disclosure Requirements) Regulation 2015.

Profile of Directors seeking appointment/re-appointment

As required under Regulation 36 (3) of the Securities Exchange Board of India (ListingObligation and Disclosure Requirements) Regulation 2015 particulars of Directors seekingappointment/re-appointment at the ensuing Annual General Meeting are annexed to the noticeconvening 27th Annual General Meeting.

Key Managerial Personnel

There was no change in the Key Managerial Personnel during the year under review.

Women Director

The Composition of the Board of Directors of the Company includes a women director viz.Mrs. Paru M. Jaykrishna. Accordingly the Company is in compliance with the requirement ofSection 149 (1) of the Companies Act 2013 read with Rule 3 of the Companies (Appointmentand Qualification of Directors) Rules 2014.

Board Evaluation

The Board carried out an annual performance evaluation of its own performance theIndependent Directors individually as well as the evaluation of the working of thecommittees of the Board. The performance evaluation of all the directors was carried outby the Nomination and Remuneration Committee. The performance evaluation of theChairperson and the Non-Independent Directors was carried out by the IndependentDirectors. The manner in which the evaluation was carried out has been provided in theCorporate Governance Report which is a part of this Annual Report.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy on selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is attached herewith as per"Annexure – B" form part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3) (c) and sub section 5 of theCompanies Act 2013 your directors hereby state and confirm that;

(i) in the preparation of the annual financial statements for the year ended MarcRs.31 2017 the applicable accounting standards have been followed along with properexplanations relating to material departures if any;

(ii) the directors have 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 as atMarcRs. 31 2017 and of the Profit or loss of the Company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the annual financial statements of the Company have been prepared for the yearended MarcRs. 31 2017 on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively ;and

(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review seven board meetings were convened and held the detailsof which are given in the Corporate Governance Report. The intervening gap between theMeeting was within the period prescribed under the Companies Act 2013 and Regulation 17of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulation 2015.

Independent Directors' Meeting

A separate Meeting of the Independent Directors of the Company was also held on January31 2017 whereat the prescribed items enumerated under Schedule IV to the Companies Act2013 and the Securities Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulation 2015 were discussed.

AUDIT COMMITTEE

The Audit Committee comprises of three Non-Executive Directors all of whom areIndependent Directors. Mr. Gaurang N. Shah is the Chairman of the Audit Committee. TheComposition of the Audit Committee meet the requirement of Section 177 of the CompaniesAct 2013 and Regulation 18 of the Securities Exchange Board of India (Listing Obligationand Disclosure Requirements) Regulation 2015.

There are no recommendations of the Audit Committee which have not been accepted by theBoard. Further details on the Audit Committee are provided in the Corporate GovernanceSection of the Annual Report.

CORPORATE GOVERNANCE

In terms of Regulation 34 read with Schedule V of Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate Report onCorporate Governance forms part of the Annual Report. The requisite certificate from theStatutory Auditors of the Company confirming compliance with the conditions of CorporateGovernance is attached to the report on Corporate Governance as per "Annexure –H".

AUDITORS a. Statutory Auditors

As per the provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s. Trushit Chokshi & Associates Chartered Accountants (FirmRegistration No. 111072W) Ahmedabad having held office as Auditors for a period of 8years prior to the Commencement of the Companies Act 2013 were eligible to be appointedas Auditors for a period of three more years and were accordingly appointed by the membersat the 24th Annual General Meeting of the Company held on 26th September 2014 for aperiod of three more years this is until the conclusion of the 27th Annual GeneralMeeting of the Company. Accordingly the Statutory Auditors of the M/s. Trushit Chokshi& Associates Chartered Accountants (Firm Registration No. 111072W) Ahmedabad holdoffice till the conclusion of the ensuing Annual General Meeting of the Company. As perthe provisions of Section 139 of the Companies Act 2013 M/s. Trushit Chokshi &Associates Chartered Accountants are not eligible for reappointment for a fresh term.

The Board of Directors places on record its appreciation for the services rendered byM/s. Trushit Chokshi & Associates as the Statutory Auditors of the Company.

After due evaluation of various Auditing firms the Board of Directors on therecommendation of the Audit Committee of the Company recommend the appointment of M/s.Mahendra N. Shah & Co. Chartered Accountants (Firm Registration No. 105775W)Ahmedabad as Statutory Auditors of the Company. M/s. Mahendra N. Shah & Co. CharteredAccountants (Firm Registration No. 105775W) Ahmedabad was set up in 1961 is a CharteredAccountant Firm providing professional services in the field of Accounts AuditingTaxation Business Advisory and Management Consultancy Services.

M/s. Mahendra N. Shah & Co. Chartered Accountants has expressed their willingnessto be appointed as Statutory Auditors of the Company. They further confirmed that it saidappointment if made would be within prescribed limits under Section 141 of the CompaniesAct 2013 and that they are not disqualified for appointment.

The Board of Directors of the Company at their meeting held on 26th May 2017 on therecommendation of the Audit Committee has considered and recommended the appointment ofM/s. Mahendra N. Shah & Co. Chartered Accountants (Firm Registration No. 105775W)Ahmedabad as Statutory Auditors for a terms of five years beginning from the conclusion ofthe 27th Annual General Meeting till the conclusion of the 32nd Annual General Meetingsubject to approval of the members at the ensuing Annual General Meeting. Thereappointment is subject to ratification for each year by members at the Annual GeneralMeeting pursuant to Section 139 of the Companies Act 2013. Accordingly a resolutionproposing to the aforesaid appointment of M/s. Mahendra N. Shah & Co. CharteredAccountants (Firm Registration No. 105775W) Ahmedabad as Statutory Auditors of theCompany forms part of the Notice of the 27th Annual General Meeting of the Company.

As required under SEBI Listing Regulations 2015 the Auditors have also confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.

The Auditors' Report for the financial year ended MarcRs. 31 2017 on the financialstatements of the Company is a part of this Annual Report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Mr. Bipin L. Makawana Company Secretary in Practice to undertakethe Secretarial Audit of the Company.

Mr . Bipin L. Makawana Company Secretary in Practice have out Secretarial Audit of theCompany for the Financial Year 2016-17 and the Report of Secretarial Auditor in Form MR-3is annexed with this Report as "Annexure – F" forming part of this Report.

The Board of Directors at its meeting held on May 26 2017 has appointed Mr. Bipin L.Makawana Company Secretary in Practice as Secretarial Auditor for conducting SecretarialAudit of the Company for the financial year 2017-18.

c. Cost Auditors

During the year under review cost audit was not Company.

During the financial year ended MarcRs. 31 2017 there has been no delay in depositingamounts required to be transferred to the Investor Education and Protection Fund (IEPF)other than one instance of delay in transferring the unclaimed interim dividend for thefinancial year 2009-10 to the IEPF which has been explained in detail in No. 40 to theStandalone Financial Statements of the Company.

EXTRACT OF THE ANNUAL RETURN

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3)of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 the extracts of annual return in Form No. MGT-9 formspart of this report as "Annexure - E".

AWARDS AND RECOGNITION

Over the years the Company has participated and won many awards and recognition. Theawards won during the financial year 2016-17:

The Gujarat Dyestuff Manufacturing Association (GDMA) First award for self manufactureddirect export of Dye Intermediates and special trophy for self manufactured domestic saleof Dye Intermediates of RS. 25 crore and above during the year 2015-16.

CHEMEXCIL "Trishul" award for outstanding performance in exporters during the2015-16 in Dye & Dye intermediate category.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year ended MarcRs. 31 2017 no Loan under Section 186 of theCompanies Act 2013 was made by the Company.

Particulars of investment made during the period under review are provided in thenotes to the financial statement. There were no loan carried given guarantees given andsecurities provided by the Company during the reporting period.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee as also theBoard for approval. Prior omnibus approval of the Audit Committee and the Board isobtained for the transactions which are of a foreseen and repetitive nature.

In accordance with the provisions of Section 188 of the Companies Act 2013 and rulesmade there under as all the transactions entered intoto the with the related partiesduring the year are in the ordinary course of business and on an arm's length basis thedetails of which are included in the notes forming part of the financial statements. Thereare no material related party transactions entered during the year. Accordinglyinformation in form AOC-2 is not annexed.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption and foreign exchange earnings and outgo isgiven as per "Annexure – A " hereto forming part of this Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

Your company has in place adequate internal control systems commensurate with the sizeof its operations. The internal control systems comprises of policies and procedureswhich are designed for safeguarding the assets optimal utilization of resources soundmanagement of company's operations. These are continually reviewed by the Company tostrengthen the same wherever required. The internal control systems are supplemented byinternal audit carried out by an Independent Cost Accountant and periodical review bymanagement. The Audit Committee of the Board addresses issues if any raised by both theInternal Auditors and the Statutory Auditors.

Details in respect of adequacy of internal financial controls with reference to thefinancial statements are stated in Management Discussion and Analysis which forms part ofthis Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct or Ethics Policy. Whistle BlowerPolicy is disclosed on the website of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant or material orders have been passed by the regulators orcourts or tribunals impacting the going concern status of the Company and/or Company'soperations in future.

EMPLOYEE RELATIONS

The industrial relations of the Company during the year continued to be cordial andamicable. Your Directors wish to place on record their sincere appreciation for thedevoted services of all the employees and workers of the Company.

PARTICULAURS OF EMPLOYEES AND RELATED DISCLOUSRES

The information required pursuant to Section 197 of Companies Act 2013 read with Rule5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are annexed as per "Annexure – C" tothis Report.

CERTIFICATIONS

Your Company has ISO 14001:2004 certification and ISO 9001-2008 for quality managementsystem for plant at Vadodara.

MANAGEMENT'S DISCUSSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)Regulation 2015 with the stock exchanges is presented in a separate section forming partof the Annual Report as per "Annexure- G".

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PRHIBITION& REDRESSAL) ACT 2013

The Company has in place a Policy on prevention of Sexual Harassment in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. During the year under review the Committee had not receivedany compliant.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As provided in Companies Act dividend amount which was due and payable and remainedunclaimed for a period of seven years has to be transferred to Investor Education &Protection Fund. The Company has transferred an amount of H50374/- remaining unclaimedwas transferred to Investor Education and Protection Fund (IEPF) during the year.

Pursuant to Section 124(6) of the Companies Act 2013 which requires a Company totransfer in the name of Investors Education and Protection Fund (IEPF) Authority allshares in respect of which dividend has not been paid or claimed for 7 (seven) consecutiveyears or more. In accordance with the said provisions read with the Investors Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 asamended the Company is in the process to transfer all shares in respect of whichdividends declared for the year 2009-2010 or earlier financial years has not been paid orclaimed by members for 7 (seven) consecutive years or more.

INDIAN ACCOUNTING STANDARDS (IND AS)

Pursuant to the notification issued by the Ministry of Corporate Affairs dated February16 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 the Companyhas to adopt "IND AS" with effect from April 1 2017 with the comparatives forthe period ended MarcRs. 31 2017. The implementation of IND AS is a major change processthe Company has taken proper measures for its implementation.

GOODS AND SERVICES TAX (GST)

The introduction of Goods and Service Tax (GST) is a very significant step in the fieldo indirect tax reforms in India. By amalgamating a large number of Central and State taxesinto a single tax basket it would mitigate double taxation in a major way and pave theway for a common national market. The transaction to GST scenario is a major changeprocess and the company has taken proper measures for its implementation.

ENVIRONMENT HEALTH AND SAFETY

The Company is committed to health and safety of its employees contractors andvisitors. We are compliant with all EHS Regulations stipulated under the Water (Preventionand Control of Pollution) Act The Air (Prevention and Control of Pollution) Act TheEnvironment Protection Act The Factories Act and Rules made there under. Safety andenvironmental standards are periodically reviewed and upgraded. The Company preserves inits efforts to educate safe and environmentally accountable behavior in every employee aswell as its vendors.

The solid waste generated at the Works after treatment of its liquid effluent isshifted to a Gujarat Pollution Control Board (GPCB) approved site.

The Company has maintained a greenbelt around its sites as a part of its commitment toenvironment management.

The Company continues to demonstrate its commitment to a clean and safe environment.The state of the art effluent treatment plant continues to run satisfactorily so that thetreated wastewater discharged is well within the stipulated norms set by GPCB. As a partof water conservation efforts the Company has implemented suitable engineering solutionto utilize recycled water as much as possible in cleaning gardening and other utilities.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance andcooperation received from the Government of India Government of Gujarat Electricitysupply companies and Bankers during the year under review.

The Company is thankful to the shareholders for reposing trust in the Company and theirun_inching enthusiasm and patronage.

For and on behalf of the Board of Directors
Paru M. Jaykrishna
Place: Ahmedabad Chairperson & Mg. Director
Date: July 25 2017 DIN No. 00671721

Regd. Office:

"Asahi House"

13 Aaryans Corporate Park

Nr. Shilaj Railway Crossing

Thaltej – Shilaj Road

Thaltej Ahmedabad – 380 059 (India)

(CIN:L24222GJ1990PLC014789)