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Ashiana Agro Industries Ltd.

BSE: 519174 Sector: Industrials
NSE: N.A. ISIN Code: INE709D01012
BSE LIVE 14:12 | 08 Nov Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 1.66
PREVIOUS CLOSE 1.74
VOLUME 100
52-Week high 2.40
52-Week low 1.66
P/E
Mkt Cap.(Rs cr) 0.76
Buy Price 1.66
Buy Qty 700.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.66
CLOSE 1.74
VOLUME 100
52-Week high 2.40
52-Week low 1.66
P/E
Mkt Cap.(Rs cr) 0.76
Buy Price 1.66
Buy Qty 700.00
Sell Price 0.00
Sell Qty 0.00

Ashiana Agro Industries Ltd. (ASHIANAAGROIND) - Director Report

Company director report

ToThe Members

Your Directors take pleasure in presenting their TwentyfifthAnnual Report andAuditedAccounts of the Company for the yearended 31st March 2015.

FINANCIAL HIGHLIGHTS

The summarized financial results forthe year ended 31st March 2015 are as follows:-

Rupees in Lacs
2014-2015 2013-14
Total Income 39.76 23.23
Profit before Interest & Depreciation 0.11 3.92
Interest: - -
Depreciation: 0.01 0.01
(-)0.01 (-)0.01
Profit before tax 0.10 3.91
Less: Tax Expenses 0.03 2.20
Profit forthe Year 0.07 1.71
TDS receivables (-) adjusted against P&LA/c (-) 7.38
Balance Loss (-) brought forward from previous year (-) 200.30 (-) 202.01
Balance carried to Balance Sheet (Loss) (-) 207.62 (-) 200.30

Keeping in view the accumulated losses and the negligible profits the directors areunable to recommend payment of any dividend forthe year under review.

OPERATIONS

Commercial operations of the company has just resumed on an experimental basis duringthe year under review. The new management has identified Packaging Business as a new area.The new management has the expertise and experience to run this type of business. In orderto enable the Company to undertake businesses as above it is proposed to amend the MainObjects Clause of the Memorandum ofAssociation by adding the new objects.

The Company is proposing a Postal Ballot seeking the Shareholders approval by way ofSpecial Resolution to alter the Objects Clause of the Memorandum ofAssociation so as to dothe proposed Packaging business Postal Ballot Notice is being issued to the shareholdersseparately.

Your Company will comply with the provisions of the Companies’ Act 2013 anddirections of the stock exchanges/SEBI/other Government authorities in connection with thealteration of the Objects clause of the Memorandum ofAssociation.

POSTALBALLOT

The Company is proposing a Postal Ballot seeking the Shareholders approval byway ofSpecial Resolutions to alter the Objects Clause of the Memorandum ofAssociation so as todo the proposed Packaging business and to make loans in excess of the limit laid downunder Section 186 of the Companies’Act 2013 but limited to a maximum of amount ofRs.230.00 Lacs. Postal Ballot Notice is being issued to the shareholders separately.

DIRECTORS

Shri Radesh Rangarajan Director retires by rotation and is eligible for re-election.The Term of Shri Pavan Kumar Matli Whole Time Director expired on 30th June 2015. TheBoard has approved his re-appointment as Whole Time Director for a further period of fiveyears with effect from 1st July 2015. The Board has also appointed Dr.Vemareddy SruthaKeerthi as Director with effect from 25th March 2015 so as to comply with the SEBIdirective which states that every listed company should have a Woman Director on itsBoard. The Company has received a notice in writing from a member under Section 160 of theCompanies Act 2013 proposing the candidature of Dr.Vemareddy Srutha Keerthi as aDirector who is liable to retire by rotation with requisite security deposit. The Boardrecommends re-appointment of all these three directors.

BOARD MEETINGS

During the Financial Year ended 31.3.2015 Board Meetings held on 2.4.2014 26.5.20144.8.2014 5.8.2014 28.9.20145.11.201411.2.2015and 25.3.2015.

Your Company has a policy of appointing adequately qualified persons only to the Boardkeeping in view the requirements of listing agreementwith the stock exchanges and theCorporate Governance guidelines.

INDEPENDENTDIRECTORS

Shri V.Shankar and Shri Nirmal Kumar Dash independent directors on the board of theCompany have furnished a declaration to the company under Section 149(7) of theCompanies Act 2013 saying that they meet the criteria of independent director as laiddown under Section 149(6) oftheCompanies’Act 2013.

They have been appointed fora period of five years and are not liable to retire byrotation.

LOAN

The Company has advanced a loan of Rs.150.00 lacs to M/s. Diadem Enterprises Pvt Ltd.Chennai at an interest rate of 10% p.a. This loan is repayable on demand. M/s. DiademEnterprises Pvt.Ltd. are the manufacturers of multi coloured labels for various products.

CORPORATE SOCIAL RESPONSIBILITY

The Company is fully aware of its corporate social responsibility. Your company is notpresently involved in any manufacturing actitvity . As it is involved in tradingactivities in a limited way right now it has very limited employees. When it expands itsoperations it will earmark a part of its revenue for social initiatives in and around thearea of its operations.

RISK MANAGEMENT POLICY

The Company will have a risk management policy as and when it restarts itstrading/manufacturing operations. Company’s risk will be covered adequately byinsurance policies in the long term.

FIXED DEPOSITS

YourCompany has not accepted or invited any fixed deposits during the period underreview.

STATUTORYAUDITORS

M/s. Prasan Associates Chartered Accountants Chennai continues as Statutory Auditorsof the company from the conclusion of the 24th AGM until the conclusion of the27th AnnualGeneral Meeting to be held in Sept. 2017. The Board has proposed the ratification ofappointment of M/s.Prasan Associates as Auditors from the conclusion of this AGM until theconclusion of the nextAGM to be held in Sept.2016 by the Shareholders.

SECERETARIALAUDITORS

Pursuant to provisions of section 204 of the Companies Act 2013 and Companies(appointment appointment of Managerial Personnel) Rules 2014 the Board of Directors ofthe Company has appointed M/s. C. B. Mishra & Associates a firm of Practising CompanySecretaries in Practice to undertake the SecretarialAudit of the Company for theFinancial Year ended on 31 st march 2015. The Secretarial Audit Report in the PrescribedForm No. MR - 3 is annexed asAnnexure ‘D’.

M/s. C. B. Mishra &Associates in theirAudit report dated 5th August 2015fortheFinancial year2014-15 have stated that the necessary compliance for alteration of MainObject was not carried out during the Audit Period. The Directors are of the view thatwhen ever the Company finalise the diversification of the business activities thealteration of the Main Object Clause ofthe Memorandum will be carried out through PotalBallot.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars areto be furnished pursuant to Section 197(12)ofthe Companies’Act 2013 read with Rule 5(1) ofthe Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

There are no particulars which are required to be furnished pursuant to Section 134 ofthe Companies Act 2013 as the production activities of the Company remained suspendedduring the year under review. The company has neither earned nor utilized any foreignexchange during the year under review.

LISTING OFSHARES

The shares of the Company are listed with BSE Ltd. Mumbai Jaipur Stock Exchange Ltd.Jaipur and Delhi Stock Exchange Assn.Ltd. Delhi. Jaipur and Delhi Stock Exchanges havebeen derecognized by SEBI. Stock Exchange Regulations are complied with from time to time.Demat facilities are available with NSDL and CDSL. INE Number is INE709D01012forCDSLandNSDL

REGISTRARSANDSHARE TRANSFERAGENT.

M/s.Link Intime India Pvt.Ltd. 44 Community Centre 2nd Floor Naraina IndustrialArea Phase-I Near PVR Naraina New Delhi 110028 continue to be Company’s Registrarand Share Transfer Agents. All Members are requested to contact them for any kind of sharerelated matters.

IMPLEMENTATION OF THE CORPORATE GOVERNANCE

Adetailed report on Corporate Governanace is annexed hereto and forms an integralpartofthis Report.

As per Clause 49 ofthe ListingAgreement the Company has constituted the followingcommittees:-

CONSTITUTION OF VARIOUS COMMITTEES

Various Committees ofthe Board have been constituted so as to comply with the latestRegulations. MrE.D.M.Menon Compliance Officer functions as the Secretary of allCommittees.

Stake Holders Grievances Committee

Shri Radesh Rangarajan Director continues as Chairman and Shri V.Shankar continues asMember of Stake Holders Grievances Committee. Meeting of Stakeholders GrienvancesCommittee are being held at regular intervals to sort out all kinds of grievances of stakeholders.

Remuneration Committee

Shri Nirmal Kumar Dash istheChairman and Shri V.Shankarcontinues as Member. TheCommittee will hold meeting as and when required to review the remuneration of Directorsand Executive.

Audit Committee

Shri Radesh Rangarajan continues as the Chairman and Shri Nirmal Kumar Dash is theMember of the Audit Committee. The duties responsibilities and powers of the committeehas been defined by the Board at the time of its constitution in accordance with thelisting guidelines. A separate report on corporate governance forms part of this AnnualReport.

Prevention and Prohibition of Sexual Harassment of Women at Work Place

Your Company has no woman employee as of now as the company is on the look out for newprojects. The company will have adequate mechanism as laid down under the Rules forprevention and prohibition of sexual harassment of women asand when it employs women.

MANAGEMENT’S DISCUSSIONANDANALYSIS

Management’s discussion and analysis in compliance with Clause 49 of the ListingAgreement is attached and forms part of this Report.

DIRECTORS RESPONSIBILITYSTATEMENT

While preparing theAnnual Financial statements the Company has adhered to thefollowing:-

1. In the preparation of the said financial statements the company has followed theapplicable standards referred to in Section 133 ofthe Companies’Act 2013.

2. The Company has followed the saidAccounting Standards and has been applying themconsistently and has made judgement and estimates that are reasonable prudent and are inthe interest of the company’s business so as to give a true and fair view of thestate of affairs of the company as at 31st March 2015 and the Profit/Loss of the Companyforthe said period.

3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies’Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

4. The Directors have prepared the financial statements on a going concern basis.

5. The Directors have laid down internal financial controls which are adequate and areoperating effectively.

6. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

By Order of the Board of Directors
Sd/- Sd/-
Place: Chennai Radesh Rangarajan Pavan Kumar Matli
Date: 5th August 2015 Director Whole Time Director

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