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Aaswa Trading and Exports Ltd.

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

Company director report

Your Directors have pleasure in presenting their 36th Annual Report of yourCompany together with Audited Financial Statements for the year ended on 31stMarch 2021.

1. FINANCIAL RESULTS

(Amount in Lacs)

Particulars F.Y. 2020-21 F.Y. 2019-20
Total Revenue 11.42 24.47
Profit before Interest Depreciation and Taxation 0.57 13.86
Less: Interest 0.00 0.00
Less : Depreciation and amortization 0.02 0.02
Profit (Loss) before Tax 0.55 13.84
Provision for Taxation
Less: Current Tax 0.17 1.79
Less : Tax adjustment for earlier years -0.02 0.05
Profit (Loss) after Tax 0.40 12.00

2. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year underreview.

3. RESERVES

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

4. REVIEW OF BUSINESS OPERATIONS

During the year under review the Company has earned total revenue of Rs. 11.42 Lacs ascompared to previous year revenue of Rs. 24.47 lacs. During the year Revenue fromoperations is reported Nil. Your Company has reported a profit of Rs. 0.40 Lacs ascompared to profit of Rs. 12 Lacs in previous year. Your directors are confident for theimprovement in the performance of the Company in the coming years.

5. SHARE CAPITAL

At present the Authorized Share Capital of the Company stands at Rs. 75 Lacs and thepaid up capital stands at Rs. 72 Lacs. There has been no change in the share capitalduring the period ended 31st March 2021. '

6. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014. Therewere no unpaid or unclaimed deposits as on 31st March 2021.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF OURCOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT.

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

8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary joint venture or associate company for theyear ended on 31st March 2021.

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

Information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 forms part of this Report and annexedat Annexure-1.

10. RISK MANAGEMENT

The Company has framed and adopted a "Risk Management Policy" to identifymonitor minimize and mitigate risks and determine the responses to various risks tominimize their adverse impact on the organization. The Company is exposed to variousfinancial risks viz. credit risk liquidity risk foreign currency risk interest raterisk etc. The executive management oversees the risk management framework and the AuditCommittee evaluates internal financial controls and risk management systems. However thedetails of risk management objectives and policies made by the Company under the saidprovision are given in the notes to the Financial Statements. In the opinion of Boardthere are no risk which may threaten the existence of the Company. The Risk ManagementPolicy 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 Section 135 of theCompanies Act 2013 does not apply to your company.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIESACT 2013

Details of Loans covered under the provisions of Section 186 of the Companies Act 2013are given in the notes to the Financial Statements. During the year the Company has notprovided any guarantee or security in connection with a loan and has not made anyinvestments 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 on arm's length basisand hence disclosure in Form AOC-2 is not required. There were no materially significanttransactions with any of . the related parties that may have potential conflict with theinterest of the Company at large. Transactions with related parties as per requirements ofIND-AS are disclosed in the notes to the Financial Statements.

14. NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company's policy on nomination and remuneration of Directors KeyManagerial Personnel and Senior Management and the same is posted on the Company's websiteat www.aaswatrading.in.

15. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

The Nomination and Remuneration Committee have laid down the manner in which formalevaluation of the performance of the Board its Committee and individual Directors has tobe made. Pursuant to the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and in accordance with thepolicy laid down by the Nomination and Remuneration Committee (NRC) as approved by theBoard of Directors the Board has carried out an annual evaluation of its performance itsCommittees and all individual Directors.

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

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on March 31 2021 is available on the Company's website onwww.aaswatrading.in.

17. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.aaswatrading.in where detailed information of theCompany Iand specified details in terms of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 has been provided.

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW AND ATTENDANCETHEREOF

During the year 7 (Seven) meetings of the Board of Directors were held as requiredunder the Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. viz; 30th May 2020 29th June 2020 14thJuly 2020 22nd July 2020 1st September 2020 9thNovember 2020 I and 10th February 2021.

Sr No. Name of Director Number of Board Meetings during the financial year 2020-21
Held Attended
1 Mr. Keyur Parikh 7 7
2 Mr. Bhavesh Shah 7 7
3 Mr. Anish Shah 7 6
4 Mrs. Aashini Shah 7 6

During the year Your Company has complied with applicable Secretarial Standards issuedby the Institute of Company Secretaries of India (ICSI).

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment Re-appointment:

1. The shareholders at the 35th Annual General Meeting held on 30thSeptember 2020 approved Reappointment of Mr. Anish Shah as Managing Director of theCompany for further period of 5 years w.e.f. 1st June 2020.

2. Ms. Garvi Sanjaybhai Shah was appointed as Company Secretary w.e.f. 14thJuly 2020 in place of

Ms. Urvi Chandrakantbhai Shah who has resigned from the post of Company Secretaryw.e.f. close of business hours on 13th July 2020.

3. Ms. Urvi Chandrakantbhai Shah was appointed as Company Secretary w.e.f. 22ndJuly 2020 in place of Ms. Garvi Sanjaybhai Shah who has resigned from the post ofCompany Secretary w.e.f. close of business hours on 21st July 2020.

Retirement by Rotation:

In accordance with the Articles of Association and the relevant provisions of theCompanies Act 2013 Mr. Anish A. Shah retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible seeks re-appointment. Your Board recommends hisreappointment.

There was no change in the composition of the Board of Directors and Key ManagerialPersonnel during the year under review except as stated above.

20. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3) (c) and 134 (5) of the Act that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with 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 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

(f) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

21. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating theirindependence pursuant to Section 149(6) and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The terms and conditions of the appointment ofIndependent Directors have been disclosed on the website of the Company atwww.aaswatrading.in. In compliance with the requirements of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Company has put in place aFamiliarization 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 median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and is annexed as Annexure - 2 tothis Report.

(ii) The statement containing particulars of employees as required under Section197(12) of the Companies Act 2013 read with Rule 5(2) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. However the said statement is not being sent along with this Annual Report to themembers in line with the provisions of Section 136 of the Companies Act 2013. The same isopen for inspection at the Registered Office of the Company. Copies of this statement maybe obtained by the members by writing to the Company Secretary.

23. AUDITORS

(a) STATUTORY AUDITORS

Ms. Mukesh M. Shah & Co. Chartered Accountants Ahmedabad (Firm Registration No.106625W) were appointed as Statutory Auditors of the Company at the 32nd AnnualGeneral Meeting held on 28lh 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 7th May 2018 omittedthe requirement of ratification of appointment of Statutory Auditors at every interveningAnnual General Meeting and accordingly the same is not required to be placed before theMembers at the Annual General Meeting.

The Statutory Auditor has given a confirmation to the effect that they are eligible tocontinue with their appointment and have not been disqualified in any manner fromcontinuing as Statutory Auditor. The remuneration payable to the Statutory Auditor shallbe determined by the Board of Directors based on the recommendation of the AuditCommittee.

The Auditors' Report for FY 2020-21 form part of this Annual Report and does notcontain any qualification reservation or adverse remark.

(b) SECRETARIAL AUDITORS

^ Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 and the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 as amended the Company has appointedMs. A. Shah & Associates Practicing Company Secretary Ahmedabad (Certificate ofPractice No. 6560) to undertake the Secretarial Audit of the Company for the financialyear ended 31st March 2021. The Secretarial Audit Report is annexed herewithas Annexure - 3.

The Secretarial Audit Report contains observation that the Company is yet to complywith the Regulation 31(2) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 for maintaining 100% Shareholding of promoters in Dematerialization Form.As regard to the said observation Board wishes to states that core promoters holding98.56% shares of promoters' holding had already dematerialized their shares.

The said Report and does not contain any qualification reservation or adverse remarkexcept mention above.

24. REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors us 143 (12) of theCompanies Act 2013 and rules framed thereunder either to the company or to the CentralGovernment.

25. DISCLOSURE OF COMPOSITION OF BOARD COMMITTEE AND VIGIL MECHANISM CONSTITUTION OFBOARD

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 the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Company is exemptedfrom requirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements ofthe relevant provisions of applicable laws and statutes details of which are givenhereunder.

1. AUDIT COMMITTEE

Audit Committee meeting is generally held once in quarter for the purpose ofrecommending the quarterly half yearly financial results and the gap between two meetingsdid not exceed one hundred and twenty days. The Audit Committee met four times during thefinancial year 2020-21 viz; 29th June 20201st September 2020 9thNovember 2020 and 10th February 2021.

The Audit committee Comprises of the following directors as on the date of the BoardReport:

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 2020-21
Held Attended
1 Mr. Keyur Parikh 4 4
2 Mr. Bhavesh G. Shah 4 4
3 Mr. Anish A. Shah 4 4

Mr. Keyur Parikh the Chairman of the Committee had attended last Annual GeneralMeeting of the Company held on 30th September 2020. Further Ms. Urvi C. Shahis acting as a secretary of the committee. Recommendations of Audit Committee whereverand whenever given have been accepted by the Board.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration committee in line with theprovisions Section 178 of the Companies Act 2013. Nomination and Remuneration Committeemeetings are generally held for identifying the person who is qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removal. During the year under review three meeting was held on 30th May2020 14th July 2020 and 22nd July 2020 inter alia to recommendthe appointment of Director and to review the performance of Directors of the Company.

The NRC committee Comprises of the following directors as on the date of the BoardReport:

Sr. No. Name of Director Category 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 2020-21
Held Attended
1 Mr. Bhavesh Shah 3 3
2 Mr. Keyur Parikh 3 3
3 Mrs. Aashini A. Shah 3 2

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.aaswatrading.in.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There has been no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations. All orders receivedby the Company during the year are of routine in nature which have no significant materialimpact.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards processes and structure which enablesit to implement internal financial control across the organisation and ensure that thesame are adequate and operating effectively. To maintain the objectivity and independenceof internal audit the Internal Auditor reports to the Chairman of the Audit Committee ofthe Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company its compliance with the operating systems accountingprocedures and policies of the Company. Based on the report of Internal Auditor theprocess owners undertake the corrective action in their respective areas and therebystrengthen the control. Significant audit observation and corrective actions thereon arepresented to the Audit Committee of the Board.

28. LISTING WITH STOCK EXCHANGES

Your Company is listed with the BSE Limited and Ahmedabad Stock Exchange and theCompany has paid the listing fees to each of the Exchanges.

29. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 andPara C D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 does not apply to your Company and hence provisions relating to report oncorporate governance are not applicable. The Management Discussion and Analysis Reportforms part of this Report and are annexure as Annexure -4 to this Report. -

30. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

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

b. Issue of shares (including sweat equity shares) to employees of the Company underany scheme including Employee Stock Option Scheme.

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

d. There was no application made or proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year. .

e. There has been no instance of valuation done for settlement or for taking loan fromthe Banks or Financial Institutions.

31. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Directors state that during the year under review there were no cases filedpursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

32. APPRECIATION

Your Directors express their gratitude for the dedicated services put in by all theemployees of the Company.

33. ACKNOWLEDGEMENTS

Your Directors places on record their sincere thanks to the customers vendorsinvestors banks and financial institutions for the continued support. Your Directors arealso thankful to the Government of India State Government and other authorities for theirsupport and solicit similar support and guidance in future.

FOR AASWA TRADING AND EXPORTS LIMITED

KEYUR J. PARIKH BHAVESH Q. SHAH
Date: 8th June 2021 CHAIRMAN DIRECTOR
Place: Ahmedabad DIN:00156455 DIN:02333042

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