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Aaswa Trading and Exports Ltd.

BSE: 512038 Sector: Others
NSE: N.A. ISIN Code: INE887D01016
BSE 05:30 | 01 Jan Aaswa Trading and Exports Ltd
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Aaswa Trading and Exports Ltd. (AASWATRADEXP) - Director Report

Company director report

Your Directors have pleasure in presenting their 35th AnnualReport of your Company together with Audited Financial Statements for the year ended on 31stMarch 2020.

1. FINANCIAL RESULTS (Amount in Lacs)

Particulars F.Y. 2019-20 F.Y. 2018-19
Total Revenue 24.47 386.10
Profit before Interest Depreciation and Taxation 13.86 11.50
Less : interest 0.00 0.00
Less : Depreciation and amortization 0.02 0.03
Profit / (Loss) before Tax 13.84 11.46
Provision for Taxation
Less : Current Tax 1.79 0.00
Less : Tax adjustment for earlier years 0.05 0.00
Profit / (Loss) after Tax 12.00 11.46

2. DIVIDEND

Your Directors do not recommend any dividend on the equity shares forthe year under review.

3. RESERVES

During the year under review no amount is transferred to any reserveaccount.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review the Company has earned total revenue ofRs. 12.99 Lacs from the operations of the Company as compared to previous year revenue ofRs. 365.24 lacs. Your Company has reported a profit of Rs. 12 Lacs as compared to profitof Rs. 11.46 Lacs in previous year. The Company has continued its activity of trading incotton fabrics. Your directors are confident for the improvement in the performance of theCompany in the coming years.

5. SHARE CAPITAL

At present the Authorized Share Capital of the Company stands at Rs. 75Lacs and the paid up capital stands at Rs. 72 Lacs. There has been no change in the sharecapital during the period ended 31st March 2020.

6. DEPOSITS

The Company has not accepted any deposits within the meaning of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014. There were no unpaid or unclaimed deposits as on 31st March 2020.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF OUR COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments which affect thefinancial position of the company occurring between the end of financial year and the dateof this Report except as stated specifically in this Report.

8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary joint venture or associatecompany for the year ended on 31st March 2020.

9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

Information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 forms part of thisReport and annexed at Annexure-1.

10. RISK MANAGEMENT

The Company has framed and adopted a "Risk Management Policy"to identify monitor minimize and mitigate risks and determine the responses to variousrisks to minimize their adverse impact on the organization. The Company is exposed tovarious financial risks viz. credit risk liquidity risk foreign currency risk interestrate risk etc. The executive management oversees the risk management framework and theAudit Committee evaluates internal financial controls and risk management systems.However the details of risk management objectives and policies made by the Company underthe said provision are given in the notes to the Financial Statements. In the opinion ofBoard there are no risk which may threaten the existence of the Company. The RiskManagement Policy is placed on the website of the Company at www.aaswatrading.in.

11. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The requirements of corporate social responsibility in terms of Section135 of the Companies Act 2013 does not apply to your company.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF COMPANIES ACT 2013

Details of Loans covered under the provisions of Section 186 of theCompanies Act 2013 are given in the notes to the Financial Statements. During the yearthe Company has not provided any guarantee or security in connection with a loan and hasnot made any investments hence the details are not provided.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The members may note that all the related party transactions were onarm's length basis and hence disclosure in Form AOC-2 is not required. There were nomaterially significant transactions with any of the related parties that may havepotential conflict with the interest of

the Company at large. Transactions with related parties as perrequirements of IND-AS are disclosed in the notes to the Financial Statements.

14. NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant tothe provisions of Section 178 and other applicable provisions of the Companies Act 2013and Rules thereto stating therein the Company's policy on nomination and remuneration ofDirectors Key Managerial Personnel and Senior Management and the same is posted on theCompany's website at www.aaswatrading.in.

15. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

The Nomination and Remuneration Committee have laid down the manner inwhich formal evaluation of the performance of the Board its Committee and individualDirectors has to be made. Pursuant to the requirements of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and in accordance withthe policy laid down by the Nomination and Remuneration Committee (NRC) as approved bythe Board of Directors the Board has carried out an annual evaluation of its performanceits Committees and all individual Directors.

In a separate meeting of Independent Directors performance of NonIndependent Directors performance of the Board as a whole and performance of the Chairman& Managing Director was evaluated.

16. ANNUAL RETURN

The details forming part of the extract of the Annual Return in FormMGT-9 as required under Section 92 of the Companies Act 2013 is included in this Reportas Annexure-2. The Annual Return of the Company has been placed on the website of theCompany at www.aaswatrading.in.

17. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.aaswatrading.in where detailedinformation of the Company and specified details in terms of the Companies Act 2013 andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 has beenprovided.

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW ANDATTENDANCE THEREOF

During the year 4 (four) meetings of the Board of Directors were heldas required under the Companies Act 2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. viz; 29th May 201913th August201913th November 2019 and 13th February 2020.

Sr. No. Name of Director

Number of Board Meetings during the financial year 2019 -20

Held Attended
1 Mr. Keyur Parikh 4 4
2 Mr. Bhavesh Shah 4 4
3 Mr. Anish Shah 4 3
4 Mrs. Aashini Shah 4 3

During the year Your Company has complied with applicable SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI).

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment:

1. Mr. Anish Shah : He is completing his term of 3 (three) years of hisappointment as a Managing Director on 31st May 2020 and is eligible forre-appointment for another term of 5 (five) consecutive years subject to approval of theMembers by Ordinary Resolution. The Nomination and Remuneration Committee (NRC) hasrecommended and the Board of Directors has approved his re-appointment as a ManagingDirector for a term of five consecutive years commencing from 1st June 2020.

The Company has received requisite Notices from Member(s) under Section160 of the Companies Act 2013 in respect of the aforesaid Director proposing hiscandidature for the office of Director. The resolutions for his re-appointment along withhis brief profile forms part of the Notice of the 35th AGM and the respectiveresolution is recommended for approval of members.

Retirement by Rotation:

In accordance with the Articles of Association and the relevantprovisions of the Companies Act 2013 Mrs. Aashini A. Shah retires by rotation at theensuing Annual General Meeting of the Company and being eligible seeks re-appointment.Your Board recommends his reappointment.

There was no change in the composition of the Board of Directors andKey Managerial Personnel during the year under review except as stated above.

20. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to theinformation and explanations obtained by us your Directors make the following statementsin terms of Section 134(3) (c) and 134 (5) of the Act that:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

(f) the directors had devised proper system to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

21. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to theCompany stating their independence pursuant to Section 149(6) and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. The terms and conditions ofthe appointment of Independent Directors have been disclosed on the website of the Companyat www.aaswatrading.in. In compliance with the requirements of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Company has put in placea Familiarization Program for the Independent Directors to familiarize them with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model etc.

22. PARTICULARS OF EMPLOYEES

(i) The ratio of the remuneration of each director to the medianemployee's remuneration and other details in terms of sub-section 12 of Section 197 of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are forming part of this report and is annexed asAnnexure - 3 to this Report.

(ii) The statement containing particulars of employees as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(2) and Rule 5 (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms partof this report. However the said statement is not being sent along with this AnnualReport to the members in line with the provisions of Section 136 of the Companies Act2013. The same is open for inspection at the Registered Office of the Company. Copies ofthis statement may be obtained by the members by writing to the Company Secretary.

23. AUDITORS

(a) STATUTORY AUDITORS

M/s. Mukesh M. Shah & Co. Chartered Accountants Ahmedabad (FirmRegistration No. 106625W) were appointed as Statutory Auditors of the Company at the 32ndAnnual General Meeting held on 28th September 2017 for a term of five (5)consecutive financial years i.e. commencing from FY 2017-18 subject to their appointmentbeing ratified by the shareholders in every AGM.

The Companies Amendment Act 2017 has with effect from 7thMay 2018 omitted the requirement of ratification of appointment of Statutory Auditors atevery intervening Annual General Meeting and accordingly the same is not required to beplaced before the Members at the Annual General Meeting.

The Statutory Auditor has given a confirmation to the effect that theyare eligible to continue with their appointment and have not been disqualified in anymanner from continuing as Statutory Auditor. The remuneration payable to the StatutoryAuditor shall be determined by the Board of Directors based on the recommendation of theAudit Committee.

The Auditors' Report for FY 2019-20 forms part of this Annual Reportand does not contain any qualification reservation or adverse remark.

(b) SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 as amended the Company hasappointed M/s. A. Shah & Associates Practicing Company Secretary Ahmedabad(Certificate of Practice No. 6560) to undertake the Secretarial Audit of the Company forthe financial year ended 31st March 2020. The Secretarial Audit Report isannexed herewith as Annexure - 4.

The Secretarial Audit Report contains observation that the Company isyet to comply with the Regulation 31(2) of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 for maintaining 100% Shareholding of promoters inDematerialization Form. As regard to the said observation Board wishes to states thatcore promoters holding 98.56% shares of promoters' holding had already dematerializedtheir shares.

The said Report and does not contain any qualification reservation oradverse remark except mention above.

24. REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143(12) of the Companies Act 2013 and rules framed thereunder either to the company or tothe Central Government.

25. DISCLOSURE OF COMPOSITION OF BOARD COMMITTEE AND VIGIL MECHANISMCONSTITUTION OF BOARD

As on the date of this report the composition of Board is as follows.

Sr No. Name of the Director Designation
1. Mr. Anish A. Shah Managing Director
2. Mrs. Aashini A. Shah Non Executive-Non Independent Director
3. Mr. Bhavesh G. Shah Independent Director
4. Mr. Keyur J. Parikh Independent Director

The composition of Board complies with the requirements of theCompanies Act 2013. Further in pursuance of Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company is exempted from requirement of havjng composition ofBoard as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committeesor Chairman of more than five committees across all the Public companies in which they areDirector The necessary disclosures regarding Committee positions have been made by allthe Directors.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with therequirements of the relevant provisions of applicable laws and statutes details of whichare given hereunder.

1. AUDIT COMMITTEE

Audit Committee meeting is generally held once in quarter for thepurpose of recommending the quarterly/half yearly/ yearly financial results and the gapbetween two meetings did not

exceed one hundred and twenty days. The Audit Committee met four timesduring the financial year 2019-20 viz; 29th May 2019 13th August2019 13th November 2019 and 13th February 2020.

The Audit committee Comprises of the following directors as on the dateof the Board Report:

Sr. No. Name of Director Category Designation
1 Mr. Keyur J. Parikh Independent Director Chairman
2 Mr. Bhavesh G. Shah Independent Director Member
3 Mr. Anish A. Shah Executive Non-Independent Director Member

The details of meetings attended by Committee members are given below:

Sr. No. Name of Director

Number of meetings during the financial year 2019 -20

Held Attended
1 Mr. Keyur Parikh 4 4
2 Mr. Bhavesh G. Shah 4 4
3 Mr. Anish A. Shah 4 3

Mr. Keyur Parikh the Chairman of the Committee had attended lastAnnual General Meeting of the Company held on 27th September 2019. FurtherMs. Urvi C. Shah is acting as a secretary of the committee. Recommendations of AuditCommittee wherever and whenever given have been accepted by the Board.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration committee in linewith the provisions Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meetings are generally held for identifying the person who is qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removal. During the year under review one meeting was held on 13thAugust 2019 inter alia to recommend the appointment of Director and to review theperformance of Directors of the Company.

The NRC committee Comprises of the following directors as on the dateof the Board Report:

Sr. No. Category Name of Director Designation
1 Mr. Bhavesh G. Shah Independent Director Chairman
2 Mr. Keyur Parikh Independent Director Member
3 Mrs. Aashini A. Shah Non-Executive Non-Independent Director Member

The details of meetings attended by Committee members are given below:

Sr. No. Name of Director

Number of meetings during the financial year 2019 -20

Held Attended
1 Mr. Bhavesh Shah 1 1
2 Mr. Keyur Parikh 1 1
3 Mrs. Aashini A. Shah 1 1

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed aWhistle Blower Policy. The policy enables the employees to report to the managementinstances of unethical behavior actual or suspected fraud or violation of Company's Codeof Conduct. Further the

mechanism adopted by the Company encourages the Whistle Blower toreport genuine I

concerns or grievances and provide for adequate safe guards againstvictimization of the I

Whistle Blower who avails of such mechanism and also provides fordirect access to the I

Chairman of the Audit Committee in exceptional cases. The functioningof vigil mechanism is I

reviewed by the Audit Committee from time to time. None of the Whistleblowers has been I

denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company I

is available on the website of the Company at www.aaswatrading.in I

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS I

IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There has been no significant and material order passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations. All orders received by the Company during the year are of routine in naturewhich have no significant / material impact.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company has laiddown the set of standards processes and structure which enables it to implement internalfinancial control across the organisation and ensure that the same are adequate andoperating effectively. To maintain the objectivity and independence of internal audit theInternal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacyof internal control I systems in the Company its compliance with the operating systemsaccounting procedures and policies of the Company. Based on the report of InternalAuditor the process owners undertake the corrective action in their respective areas andthereby strengthen the control. I Significant audit observation and corrective actionsthereon are presented to the Audit I Committee of the Board. I

28. LISTING WITH STOCK EXCHANGES

Your Company is listed with the BSE Limited and Ahmedabad StockExchange and the Company I has paid the listing fees to each of the Exchanges. I

29. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSISREPORT

Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) ofRegulation 46 and Para C D I and E of Schedule V of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 does not apply to your Company and henceprovisions relating to report on corporate governance are not applicable. The ManagementDiscussion and Analysis Report forms part of this Report and are annexure as Annexure -5to this Report.

30. GENERAL DISCLOSURE I

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

a. Issue of equity shares with differential rights as to dividendvoting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme including Employee Stock Option Scheme.

c. Provision of money by company for purchase of its own shares byemployees or by trustees for the benefit of employees. I

31. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION

PROHIBITION AND REDRESSAL) ACT 2013 *

Your Directors state that during the year under review there were nocases filed pursuant to Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

32. APPRECIATION

Your Directors express their gratitude for the dedicated services putin by all the employees of the Company.

33. ACKNOWLEDGEMENTS

Your Directors places on record their sincere thanks to the customersvendors investors banks and financial institutions for the continued support. YourDirectors are also thankful to the Government of India State Government and otherauthorities for their support and solicit similar support and guidance in future.

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