Aseem Global Ltd.
|BSE: 534564||Sector: Others|
|NSE: N.A.||ISIN Code: INE439C01018|
|BSE 11:15 | 30 Mar||Aseem Global Ltd|
|NSE 05:30 | 01 Jan||Aseem Global Ltd|
|BSE: 534564||Sector: Others|
|NSE: N.A.||ISIN Code: INE439C01018|
|BSE 11:15 | 30 Mar||Aseem Global Ltd|
|NSE 05:30 | 01 Jan||Aseem Global Ltd|
Your Directors are pleased to present the 32nd Annual Report of the Company togetherwith the Audited Accounts for the year ended 31st March 2015.
In the competitive and challenging business environment the overall performance ofYour Companys net profit after tax has reduced to loss of Rs.(9.85) crores from 1.35crores profit as achieved during the Financial year 2014-15. The loss has been due toincrease expenses on account of volatile market conditions and also due to sharpdepreciation of Indian currency vis--vis the foreign Currencies. The Company reportedthe net revenue of Rs.234.45crores a decrease of 15.84% over f/y 2014. The earnings pershare (Basic & Diluted) as on March 31 2015 stood at Rs. (9.31).
EXPANSION AND FUTURE PROSPECTUS
Companies focus will be on to get new good customers and supplier and also to increaseefficiency in Trading. Due to loss in the manufacturing business Company has decided totemporarily deviate their entire focus on the Trading business.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There was no material change and commitments which affect the financial positionof the company subsequent to the date of financial statement.
Due to profit there is no declaration of any dividend in this financial year.
(i) Directors & Key Managerial Personnel (Appointment & Resignation)
During the year the following changes took place in the Board of your Company:
a) Key Managerial Personnel
Mrs. Pallavi Agarwal has been resigned from the post of company secretary w.e.f from 30thJune 2014. Ms Anita Dahiya has been resigned from the post of company secretary w.e.f from25th March 2015.
Mrs. Ira Rastogi has been resigned from the post of Non Executive Director w.e.f from01st June 2015.
(ii) Retire by Rotation
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Mudit RastogiWhole Time Director of the Company retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for reappointment.
Brief profile of Mr. Mudit Rastogi as required under Clause 49 (VIII) (E) of theListing Agreement is provided in the Corporate Governance attached thereto.
(iii) Declaration from Independent Directors
The Company has received necessary declaration from all the independent Directors ofthe Company under Section 149(7) of the Companies Act 2013 that all theindependent Directors of the Company meet with the criteria of their independencelaid down in Section 149(6).
(iv) Board Annual Evaluation
In compliance with the provisions of the Companies Act 2013 the Board during the yearadopted a formal mechanism for evaluation of its performances as well as that ofits committees and individual Directors including the Chairman of the Board.
Nomination & Renumeration Committee has approved the draft evaluation formats forthe Board Executive and
Non Executive Directors and Chairperson of the company considering qualificationexpertise attributes and various parameters based on which evaluation of the Board has tobe carried out by the company.
(v) Board Meeting
During the financial year 2014-15 Nine Board meetings were held on 30.05.201416.07.2014 13.08.2014 01.09.2014 30.09.2014 14.11.2014 30.12.2014 and 13.02.201524.03.2015.
COMPOSITION OF AUDIT COMMITTEE
The Composition of Audit Committee of the Company is given in Corporate GovernanceReport as stipulated under Clause 49 of the Listing Agreement with the Stock Exchangeswhich forms part of the Directors Report.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followealongwith 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 profit and 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 in the case of a Listed Company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Directors Report is enclosed in Annexure I.
AUDITORS AND AUDITORS REPORT
(i) Statutory Auditors
M/S K.N. Gutgutia & Co. Chartered Accountants Statutory Auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting and being eligible forreappointment offered themselves for reappointment.
The notes of the accounts referred to in the Auditors Report are self explanatory.
(ii) Secretarial Auditors
The Company has reappointed M/s. S. K Jha & Associates Company Secretaries asSecretarial Auditors to conduct the secretarial and related records of the Company forfinancial year ended 31st March 2016.
Secretrial Auditor report is annexed herewith as Annexure II for the financial year2014-15 which is self- explanatory.
CONSERVATION OF ENERGY TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO
Conservation of Energy:
Information relating to conservation of Energy Technology Absorption etc. in terms ofSection 134(3) (m) of the Companies Act 2013 read with relevant rules is annexedherewith.
During the year the Company has not received any new deposit from the public underSection 73 to 76 of Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules. But Company has outstanding deposits under Section 1956 of the Companies Act. Thecompany is making best effort to comply the provisions for repayment of deposits.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There are no material orders passed by the regulators or Courts or Tribunals impactingthe going concern status and companys operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The adequacy of Internal Financial Controls is also discussed in Management Discussionand Analysis as Stipulated under Clause 49 of the Listing agreement with the StockExchanges which forms part of the Director Report.
LOANS GUARANTEES OR INVESTMENTS
The Company has not made any transaction of Inter- Corporate Loan & Investmentduring the year.
(i) Renumeration Policy
The Board of Directors has adopted a policy relating to the renumeration for thedirectors key managerial personnel and other employees based on the recommendation ofNomination and Renumeration Committee. Renumeration policy has been placed on the websiteof the Company. www. aseemglobal.com
(ii) Risk Management Policy
The Board of Directors has constituted Risk Management Committee for the developmentand implementation of Risk Management policy for the company. During the year one meetingwas held wherein Committee has advised to the Management framework is in the process ofdevelopment.
(iii) Whistle Blower Policy/ Vigil Mechanism
Pursuant to Section 177(9) of the Companies Act 2013 the Company has establishedVigil Mechanism for directors employees suppliers contractors and other stakeholdersetc of the Company. The same is also intended to cover the Whistle Blower Policy under theaspect of Clause 49 of the SEBIs listing agreement. The purpose and objective ofthis policy is to cover the serious concerns that would have a larger impact on images andvalues of the company due to incorrect financial reporting of serious improper conduct.The whistle Blower Policy has been placed on the website of the Company onwww.aseemglobal.com
The Equity Shares of your Company continue to be listed on Bombay Stock ExchangeLimited (BSE) and Delhi Stock Exchange Limited. There is no default in payment of AnnualListing fees and annual custodian fee in respect of shares held in dematerlisation mode ofNSDL and CDSL.
DEMATERIALISATION OF SHARES
To provide better and smooth service to the shareholders the Companys equityshares have been made available for dematerialisation in electronic form in Depositorysystems operated by National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) Mumbai. In order to avail the service shareholders candematerialized the shares in the electronic form.
The Company has carried out evaluation of Board Executive Directors IndependentDirectors and Chairperson. It is opinioned that the Companys Board compositionstructure processes and working procedure are well laid. Board members have adequateexpertise drawn from diverse industries Banking Administration Technical business andbring specific competencies relevant to the companys business. Information flow fromManagement to the Board and Committees are timely and acceptable quality. The Boarddeliberations and participation of members were found to be quite satisfactory and theBoards overall functioning is effective.
RATIO OF RENUMERATION TO EACH DIRECTOR
Details/Disclosures of Ratio of Renumeration to each Director to the medianemployees renumeration is annexed herewith as Annexure-IV.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
The Company is committed to maintain the highest standards of corporate governance. TheDirectors adhere to the requirement set out by the Securities and Exchange Board ofIndias Corporate Governance practices as per clause 49 of the Listing Agreement andhave implemented all the stipulation prescribed.
The Report on Corporate Governance along with the Certificate from the Auditors of thecompany regarding the compliance of the conditions of Corporate Governance pursuant toClause 49 of the Listing Agreement with the stock exchanges is annexed herewith asAnnexure-VI and forms part of the Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Sec.197 read with Rule 5 of the Companies(Appointment & Renumeration of Managerial Personnel) Rules 2014 in respect of theemployees of the company in terms of Section 136 of the Act This Annual Report is beingsent to all the members and others entitled thereto excluding the said annexure. Memberswho are interested in obtaining these particulars may write to the Company Secretary ofthe Company at the registered office of the Company. The aforesaid annexure is alsoavailable for inspection by the members at the registered office of the
Company. 21days before the 32nd Annual General Meeting and upto the Date of AnnualGeneral Meeting during the business hours on working days.
Your Directors wish to convey their appreciation to all the companys employeesfor their enormous efforts as well as their collective contribution to the companysperformance.
Your Directors acknowledge with gratitude the co-operation and support extended byCompanys Bankers Oriental Bank of Commerce.
Your Directors also take this opportunity to convey their thanks to the Companysvalued customers for the trust and confidence reposed by them in the Management for theirunstinted co-operation and support provided to the Company.
Your Directors also take this opportunity to convey their thanks to the shareholderssuppliers and all the other business associates for the continuous support given by themto the company and their confidence reposed in the management.
Annexure A To Directors Report (2014-15)
Particulars required under the Companies (Accounts) Rules 2014 of the Companies Act2013.
Conservation of Energy
AT HEAD OFFICE UNIT
Following are the key changes done during the year to conserve energy:-
1. Installation of CFL lights fittings in unit.
2. Installation of 4 motors by using 30kb for power consumption. Remaining 30kb will beused as per requirements.
3. Installation of Spectrometer.
4. Restructure of the Sitting Arrangement
Research and Development (R & D)
A) Specific Areas in which R & D carried out by the company
1. Development and testing of different types of alloys;
2. Evaluation to enhance the use of metal in a better way;
3. The Company is conducting its R & D activities for developing the process ofmanufacturing of Zinc ZAMC2
ZAMC3ZAMC5 & Zinc specific.
B) Benefit derived as a result of the above R&D
1. Improvement in value realization from by - products and waste;
2. Ensuring product quality;
3. Quality evaluation of finished products and raw materials.
4. Effective utilization of jarofix a waste product of hydro-smelters.
5. Increase in Market Share
C) Future plan of action for FY 2016
1. To raise the additional Capital to make the Manufacturing unit more efficient
2. Improvement of process and resource use efficiencies.
3. To cover the some big clients to supply our product such as Tata Maruti TVsBajaj Honda etc;
4. Installation of Pulvenizer Equipment to segregate the ash in metallic and nonmetallic;
5. Installation of Automatic Creasing Machine for automatic cutting;
6. Installation of Four Furnaces for expansion of aluminum alloys & copper alloys.
FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs. In Crores)
Form for disclosure of particulars with respect to conservation of energy
(Rs. In Crores)
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of The Companies(Appointment and Remuneration Personnel) Rules 2014]
Aseem Global Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Aseem Global Limited (name ofthe company).(hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided me/us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon we report that
a. Maintenance of Secretarial records is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour Audit.
b. We have followed the Audit Practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in thesecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.
c. We dont verify the correctness and appropriateness of the financial statementsof the company.
d. Where ever required we have obtained the management representation about thecompliances of law rules and regulations and happening of events etc.
e. The Compliance of the provisions of the corporate and other applicable laws rulesand regulations standards is the responsibility of the management. Our examination waslimited to verification of procedures on test basis.
f. The Secretarial Audit Report is neither an assurance as to future viability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.
Based on our verification of the Aseem Global Limited (name of the companys)books papers minute books forms and returns filed and other records maintained by thecompany and also the information provided by the Company its officers agents andauthorized representatives during the conduct of Secretarial Audit We hereby report thatin my/our opinion the company has during the audit period covering the financial yearended on 31st
March 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in placed to the extent inthe manner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
- The Company has faced delays in repayment of Public Deposits and Interest due tofinancial losses in the year 2014-2015. However they are in discussions with depositorsto resolve the issue at the earliest as informed by the management.
- The Company has not defaulted in payment of Statutory dues but defaulted in paymentof Income Tax dues of Rs. 7476656/- for assessment year 2014-2015.
- The companys Working Capital Loan Principal and Interest has beenrestructured by Oriental Bank of Commerce via Letter No. CN/0502/2014-15 dated on 30thDecember 2014.
- The Board of Directors of the Company had recommended Dividend for the financial year2013-14 for approval in AGM but majority of shareholders voted against the resolution ofDeclaration of Dividend. Hence dividend declared by the board cannot be distributed.
- All the declared dividend amount duly paid to shareholders and the entire unpaiddivided amount transferred to Unpaid Dividend Account. As the Company has not declared anydividend in Year 2006-2007 so no amount of unclaimed dividend credited to InvestorEducation and Protection Fund Pursuant to rule 3 of the (Uploading of informationregarding unpaid and unclaimed amounts lying with companies) Rules 2012]
- The Company Secretary of the company Resigned w.e.f. 25th March 2015. The post hasbeen laying vacant since then.
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under duly complied.
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there underwere duly complied.
(iv) The Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; were duly complied as disclosed by the Management of thecompany.
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011.
The Company has filed all discloser within prescribed time and duly complied all theprovisions as disclosed by the Management of the company.
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992. The Company has filed all discloser within prescribed time and dulycomplied all the provisions as disclosed by the Management of the company.
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009. The said regulations were not applicable to the companyduring the year ended 31-03-2015.
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999.The said Guidelines were not applicableto the company during the year ended 31-03-2015.
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008. The said regulations were not applicable to the company during the yearended 31-03-2015.
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993. The said Regulation in relation to the Companies Actand dealing with client provisions were duly complied.
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009. The said regulations were not applicable to the company during the yearended 31-03-2015.
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998. The said regulations were not applicable to the company during the year ended31-03-2015.
(vi) The company is importing the Goods and materials for their trading andmanufacturing business. The applicable provisos so the provisions of the Customs Act 1962and the Excise Act applicable on the company as informed by the management the company hasnot defaulted in compliance of the Indian customs Act 1962.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Limited Mumbai andDelhi Stock Exchange Delhi; During the period under review the Company has complied withthe provisions of the Act Rules Regulations Guidelines Standards etc. to the extentapplicable as mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors.
The changes in the composition of the Board of Directors that took place during theperiod under review were carried out in compliance with the provisions of the Act. Mrs.Ira Rastogi resigned from the post of Chairperson and Managing Director and continued asNon Executive Director Mr. Tanuj Rastogi appointed as Managing Director of the companyand Mrs. Rajani Sharma resigned from the post of Director. Mr. Mudit Rastogi continued asWhole Time Director. Adequate notice were given to all directors to schedule the BoardMeetings agenda and detailed notes on agenda were sent at least seven days in advanceand a system exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
Note: Please report specific observations / qualification reservation or adverseremarks in respect of the Board Structures/ system and processes relating to the Auditperiod. N.A.
We further report that during the audit period the company has given full corporationand give details of specific events / actions having a major bearing on the companysaffairs in pursuance of the above referred laws rules regulations guidelinesstandards etc. referred to above.
Note: Para wise details of the Audit finding if necessary may be placed as annexureto the report.