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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 take pleasure in presenting their Thirty Third Annual Report of yourCompany together with audited financial statements for the year ended on 31stMarch 2018.

1. FINANCIAL RESULTS

(Amount in Lacs)

Profit before Interest Depreciation and Taxation (0.29) 1.08
Interest 0.00 0.00
Depreciation 0.05 0.06
Profit / (Loss) before Tax (0.34) 1.02
Provision for Taxation
Current Tax 0.00 0.20
Deferred Tax 0.00 0.00
Profit / (Loss) after Tax (0.34) 0.82

2. DIVIDEND

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

3. RESERVES

No amount has been transferred to any reserve.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Company has reported a loss of Rs. 0.34 Lacs as compared to profit of Rs. 0.82Lacs in previous year. The Company has continued its activity of trading in cottonfabrics. Your directors are putting in their best efforts to improve the performance ofthe Company in the coming years.

5. INDIAN ACCOUNTING STANDARDS (IND AS)

Indian Accounting Standards (IND AS) have become applicable to your Company with effectfrom 1st April 2017 pursuant to Rule 4 (1) (iii) (a) of Companies (IndianAccounting Standards) Rules 2015. Accordingly your Company has prepared FinancialStatements for the year ended on 31st March 2018 in accordance with IND ASprescribed under section 133 of the Companies Act 2013 read with relevant rules issuedthere under and the other recognized accounting practices and policies to the extentapplicable.

6. 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 2018.

7. DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on 31stMarch 2018.

8. 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.

9. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary joint venture or associate company for theyear ended on 31st March 2018.

10. 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.

11. RISK MANAGEMENT

The Company has set up a risk management framework to identify monitor minimizemitigate and report and also to identify business opportunities. The executive managementoversees the risk management framework and the Audit Committee evaluates internalfinancial controls and risk management systems. However the details of risk managementobjectives and policies made by the Company under the said provision is given in the notesto the Financial Statements. In the opinion of Board there are no risk which may threatenthe existence of the Company.

12. 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.

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

During the year the Company has not given any loans or provided guarantee or securityin connection with a loan to other body corporate or person or made investments under theprovisions of Section 186 of the Companies Act 2013 hence the details are not provided.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The members may note that all transactions entered into by the Company with the RelatedParties were on arm's length basis and in the ordinary course of business and thereforeprovisions of Section 188 of the Companies Act 2013 are not attracted. Thus disclosurein Form AOC-2 is not required. Transactions with related parties as per requirements ofIND-AS are disclosed in the notes to accounts annexed to financial statements.

15. 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 approved by the Board of Directors. Thesaid policy may be referred to at the Company's website at http://www.aaswatradinR.in

16. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and in accordance with the policy laid downby the Nomination and Remuneration Committee (NRC) as approved by the Board of Directorsthe Board has carried out an annual evaluation of its performance its Committees and allindividual Directors.

In a separate meeting of Independent Directors performance of Non IndependentDirectors performance of the Board as a whole and performance of the Managing Directorwas evaluated.

17. ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure-2.

18. WEBSITE OF YOUR COMPANY

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

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

During the year 4 (four) meetings of the Board of Directors were held as requiredunder the Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. viz; 20th May 201712th August 201714th November 2017 and 12thFebruary 2018.

Number of Board Meetings during the financial year 2017 -18

_ Name of Director No. Held Attended
1 Mr. Keyur Parikh 4 4
2 Mr. Mayur Parikh* 4 1
3 Mr. Bhavesh G. Shah# 4 3
4 Mr. Anish A. Shah 4 4
5 Mrs. Aashini Shah 4 4

*Resigned w.e.f. 11th August 2017 # Appointed w.e.f. 12thAugust 2017

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

20. DETAILS OF KEY MANAGERIAL PERSONNEL

During the year Mr. Bhavesh G. Shah was appointed as an Independent Director on theBoard w.e.f. August 12 2017 and Mr. Mayur J. Parikh resigned w.e.f. August 11 2017 as anIndependent Director of the Company.

Further in accordance with the Articles of Association and the relevant provisions ofthe Companies Act 2013 Mrs. Aashini A. Shah retires by rotation and being eligible seeksreappointment.

In accordance with Section 203 of the Companies Act 2013 the Company have Mr. AnishA. Shah who is acting as Managing Director of the Company Mr. Nitin Bhavsar who is actingas Chief Financial Officer of the Company and Mr. Nareshkumar J. Prajapati as CompanySecretary of the Company.

21. 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 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 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

22. 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

23. 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 - 3 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.

24. AUDITORS

(a) STATUTORY AUDITORS

M/s. 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 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 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. Pursuant to the amendment the Board recommends tothe shareholders for their approval that the requirement of seeking ratification ofappointment of Statutory Auditors at every Annual General Meeting (referred to in theresolution passed at the 32nd Annual General Meeting held on 28thSeptember 2017) be deleted.

The Auditors' Report for FY 2017-18 forms 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 the Company has appointed M/s. A.Shah & Associates Practicing Company Secretary Ahmedabad (Certificate of PracticeNo. 6560) to undertake the Secretarial Audit of the Company for the financial year ended31st March 2018. The Secretarial Audit Report is annexed herewith as Annexure- 4.

The Secretarial Audit Report for the year ended on 31st March 2018 does not containany qualifications reservations or adverse remarks.

25. REPORTING OF FRAUD BY AUDITORS

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

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

As on the date of this report following is the composition of Board.

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

(a) 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/ yearly financial results and the gap between twomeetings did not exceed one hundred and twenty days. The Audit Committee met four timesduring the financial year 2017- 18 viz; 20th May 201712th August201714th November 2017 and 12th February 2018.

The composition of the Committee and the details of meetings attended by its membersare given below:

Number of meetings during the financial year 2017 -18

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

* Resigned w.e.f. 11th August 2017

# Appointed w.e.f. 12th August 2017

Further the Audit committee Comprises of the following directors as on the date of theBoard ReDort.

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

Mr. Keyur Parikh the Chairman of the Committee had attended last Annual GeneralMeeting of the Company held on 28th September 2017

Further Mr. Nareshkumar Prajapati Company Secretary is acting as a secretary of thecommittee. Recommendations of Audit Committee wherever and whenever given have beenaccepted by the Board.

(b) 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

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 meetings were held on 20thMay 2017 12th August 2017 and 12th February 2018 inter alia torecommend the appointment of Director and KMP's and to review the performance of Directorsof the Company.

The composition of the Committee and the details of meetings attended by its membersare given

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Number of meetings during the financial year 2017 -18

Sr. .. Name of Director No. Held Attended
1 Mr. Mayur Parikh* 3 1
2 Mr. Bhavesh Shah# 3 2
3 Mr. Keyur Parikh 3 3
4 Mrs. Aashini A. Shah 3 3

* Resigned w.e.f. 11th August 2017

# Appointed w.e.f. 12th August 2017

Further the Nomination and Remuneration committee Comprises of the following directorsas on the date of the Board Report.

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

27. 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 /material impact.

28. 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.

29. 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.

30. 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 -5 to this Report.

31. GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions occur on these items during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;

(vii) Information on subsidiary associate and joint venture companies.

32. 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.

33. APPRECIATION

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

34. 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
KEYURJ. PARIKH BH/ft/ESH G&HAH
Date: May 29 2018 CHAIRMAN AND DIRECTOR DIRECTOR
Place: Ahmedabad DIN: 00156455 DIN: 02333042