The Board of Directors hereby presents the 25th Annual Report on thebusiness and operations of your Company along with the Audited Statements of Accounts forthe Financial Year ended 31st March 2018.
| ||2017-2018 ||2016-2017 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Revenue from operations ||12466.18 ||27726.59 |
|Finance Cost ||127.85 ||176.37 |
|Depreciation and Amortization Expense ||1151 ||1164.56 |
|Profit / (Loss) before exceptional and extraordinary items and tax || || |
|Provision for Tax || || |
|Current Tax ||0.00 ||0.00 |
|Deferred Tax Assets / (Liabilities) ||217.40 ||200.13 |
|Profit/Loss after Tax ||(1035.25) ||(1108.23) |
Note: Previous year figures have been regrouped/ rearranged wherever necessary.
Due to inadequacy of profits during the year under report your Directors do notrecommend dividend on the Equity Shares of the Company. `
REVIEW OF PERFORMANCE
During the year the Turnover of Company has substantially decreased to Rs 12466.18Lacs as against Rs. 27726.59 Lacs in respect of the previous Financial Year ended 31stMarch 2017. The Profit/ Loss after Tax is increased to Rs (1035.25) Lacs in theFinancial Year ended 31st March 2018 as against Rs. (1108.23) Lacs in the previousfinancial year ended 31st March 2017 after considering deferred tax of Rs.217.40 Lacs as against 200.13 Lacs in the previous financial year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Clause 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") entered into with the Stock Exchanges. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and the Rules madethere under and are independent of the management. Further the Composition is given inthe Corporate Governance Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".
MEETINGS OF THE BOARD
Four meetings of the Board of Directors and Four Meeting of audit committee were heldduring the year. For further details please refer report on corporate governance sectionin this Annual Report.
COMMITTEES OF THE BOARD
Currently the Board has five committees: the audit committee nomination andremuneration committee Management and Finance Committee Sexual Harassment Committee andstakeholder's relationship committee. All committees except Management and FinanceCommittee and Sexual Harassment Committee consist entirely of independent directors. Adetailed note on the Board and its committees is provided under the corporate governancereport section in this Annual Report.
Pursuant to the provisions of the Companies Act 2013 and the Corporate GovernanceRequirement as prescribed by Securities and Exchange of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company familiarizes its Independent Directors with the Company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc. through various programmers. The details ofsuch familiarization programmed shall be disclosed on the Company's website at thefollowing web link: http:// asahiind.com/wp/
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that: a. in the preparation of the annualfinancial statements for the year ended March 31 2018 the applicable accountingstandards have been followed and there is no material departures; b. they have selectedsuch accounting policies and applied them consistently and made judgment and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2018 and of the profit of the Company for the year ended onthat date; c. they 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; d. they have prepared the annual financial statements have been preparedon a going concern basis; e. they have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and operatingeffectively; f. they have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director. The Internal Audit Department monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website www.asahiind.com. The Code lays down the standard procedure ofbusiness conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place in business practices and in dealing with stakeholders. The Code givesguidance through examples on the expected behaviour from an employee in a given situationand the reporting structure. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code. All Management Staff were given appropriatetraining in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The Company has a Fraud Risk and Management Policy to dealwith instances of fraud and mismanagement if any. The Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. A high level Committee hasbeen constituted which looks into the complaints raised. The Committee reports to theAudit Committee and the Board.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.
|No of complaints received ||: Nil |
|No of complaints disposed off ||: Nil |
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
RELATED PARTY TRANSACTIONS:
All transactions entered by the Company with Related Parties were in the OrdinaryCourse of Business and at Arm's Length pricing basis. There were no materially significanttransactions with Related Parties during the financial year 2017-18 which were in conflictwith the interest of the Company. Suitable disclosures as required under AS-18 have beenmade in Notes to the financial statements. The Company has also adopted Related PartyTransaction Policy as required under Regulation 23 of SEBI Listing Regulations. The Boardhas approved the policy on Related Party Transactions. The policies have been uploaded onthe Company's website under the weblink:http://asahiind.com/wp/related-party-transactions/
Material changes and commitments affecting the financial position of the Company whichhave occurred between March 31 2018 and 9th August 2018:
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2018) and the date of the Report 9thAugust 2018.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure-B to the Board's report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The Directors are happy to state that the relations between the Company and itsEmployee remained cordial throughout the year. The Directors acknowledge and express theirappreciation for the contributions made by the employees at all levels. Focused attentionwas given for knowledge updating and application of new technologies available to reducecosts and to meet the business challenges.
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014none of the employees drew remuneration of Rs. 10200000/- or more per annum/ Rs.850000/- or more per month during the year or drew remuneration in excess of theremuneration drawn by Managing Director or Whole-time Directors or Manager and does nothold either by himself or through his spouse or dependent children 2 per cent or moreequity shares of the company. The details of the employees remuneration is provided in theAnnexure -C forming a part of Annual Report.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Detail of loans investments guarantees and securities covered under the provision ofsection 186 of Companies' Act 2013 are given in the notes to the financial statement.
The properties stock assets of your Company are adequately insured.
REPORT ON CORPORATE GOVERNANCE
The Company is fully compliant with the Corporate Governance guidelines as laid out inChapter IV of SEBI Listing Regulations. All the Directors (and also the members of theSenior Management) have affirmed in writing their compliance with and adherence to theCode of Conduct adopted by the Company. The details of the Code of Conduct are furnishedin the Corporate Governance Report attached to this Report. The Managing Director hasgiven a certificate of compliance with the Code of Conduct which forms part thisDirectors' Report as required under Chapter IV of SEBI Listing Regulations. M/s. RishiSekhari & Associates. Practicing Chartered Accountants Statutory Auditor of theCompany has examined the requirements of Corporate Governance with reference to Chapter IVof SEBI Listing Regulations and has certified the compliance as required under Chapter IVof SEBI Listing Regulations. The Certificate in this regard is attached to this Report.The Managing Director certification as required under Chapter IV of SEBI ListingRegulations is attached to this Report.
HUMAN RESOURCES MANAGEMENT
The Company recognizes that in a people-intensive business major gains can be scoredin the area of productivity management. In view of this the Company has strengthened itspeople management through performance-linked incentives amenities trainingMulti-skilling and career path identification. The Company is of firm belief that goodHuman Resource (HR) Management would ensure success through high performance. HR strategyand plans of the Company are deeply embedded with the organizational goals. In order toenhance the manpower productivity the goal is set to increase the production capacity ofthe plant and rationalize the manpower through scientific study. All the operational goalsof the top management emanate from the business plan. The goals of MD are shared with hissubordinates who in turn share their goal with their respective subordinates and so on.Regular visits by HR team is being made to the plant to meet the employees and alsointeraction meetings are conducted to get their feedback based on which HR policies areimproved continuously. The process has resulted in better employer-employee relationship.The Company lays due emphasis on all-round development of its human resource. Hencetraining of the employees is aimed at systematic development of knowledge skillsaptitude and team work. Training is designed for the development of personal skillsnecessary for the performance of the present job and to prepare them for future growth.Individual development is given top priority to groom high caliber manpower.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion & Analysis Report which form an integral part of thisReport are set out as separate Annexure together with the Certificate from the auditorsof the Company regarding compliance with the requirements of Corporate Governance asstipulated in Chapter IV of SEBI Listing Regulations.
CONSERVATION OF ENERGY:
a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilisation of energyare not quantitative its impact on cost cannot be stated accurately.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. As required under section 204 (1) of the Companies Act 2013 theCompany has obtained a secretarial audit report. Certain observations made in the reportwith regard to non filing of some forms were mainly due to ambiguity and uncertainty ofthe applicability of the same for the relevant period. However the company would ensurein future that all the provisions are complied to the fullest extent.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ajay Goyal & Associates Company Secretaries in practice to undertake theSecretarial Auditor of the Company. The Secretarial Audit report is annexed herewith as"Annexure D"
Pursuant to the provisions of Section 138 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Mr. Priyavrat & Associates as Internal Auditor of the Company for thefinancial year 2017-18.
As per the requirements of Central Government and pursuant to the provisions of Section148 of the Companies Act 2013 your Company carries out an audit of cost records everyyear.
M/s. Rishi Sekhri & Associates Chartered Accountants (Membership No.126656 & Firm Registration No.128216W) has been appointed as Auditors of the Company.In accordance with the provisions of Section 139 of the Act M/s. Rishi Sekhri & AssociatesChartered Accountants (Membership No. 126656 & Firm Registration No.128216W) to holdoffice till the conclusion of the Twenty Eight Annual General Meeting of the Company to beheld in the year 2022 subject to ratification of such appointment by the Members at everysubsequent Annual General Meeting if so required under the Act.
Your Directors place on record their appreciation of the assistance and supportextended by Banks Consultants Solicitors Shareholders and Employees of the Company.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Mahavir Dixit |
|Place: Mumbai ||Managing Director |
|Date: 9th August 2018 ||DIN:07314266 |
ANNEXURE B TO THE DIRECTORS' REPORT FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the Company with related parties referred to insubsection (1) of Section 188 of the Companies Act 2013 including certain arm's lengthtransactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm's length basis:
|a) Name(s) of the related party and nature of relationship ||NIL |
|b) Nature of contracts/arrangements/transactions ||NIL |
|c) Duration of the contracts / arrangements/transactions ||NIL |
|d) Salient terms of the contracts or arrangements or transactions including the value if any ||NIL |
|e) Justification for entering into such contracts or arrangements or transactions ||NIL |
|f) Date(s) of approval by the Board ||NIL |
|g) Amount paid as advances if any ||NIL |
|h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188 ||NIL |
|2. Details of material contracts or arrangements or transactions at arm's length basis: || |
|a) Name of the related party and nature of relationship ||NIL |
|b) Nature of transaction ||NIL |
|c) Duration of transaction ||NIL |
|d) Salient terms of the transaction including the value if any ||NIL |
|e) Date of approval by the Board if any ||NIL |
|f) Amount paid as advances if any ||NIL |
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Place: Mumbai ||Mahavir Dixit |
|Date: 09th August 2018 ||Managing Director |
| ||DIN:07314266 |
[Pursuant to Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014]
1. The ratio of the remuneration of each Director to the median remuneration of theEmployees of the Company for the financial year: (Explanation: (i) the expressionmedian' means the numerical value separating the higher half of a population fromthe lower half and the median of a finite list of numbers may be found by arranging allthe observations from lowest value to highest value and picking the middle one. (ii) Ifthere is an even number of observations the median shall be the average of the two middlevalues.)
|*Non Executive Directors ||Ratio to Median |
|Shri. Ramniwas Bhiku ||NIL |
|Smt. Jyoti Kolhe ||NIL |
|Shri Pushpendra Pandey ||NIL |
|Shri Shivprasad Yadav ||NIL |
|*Non Executive Directors are paid only Sitting Fees || |
|Executive Directors (*Managing Director) and (**Chief Financial Officer) ||Ratio to Median |
|*Mahavir Dixit ||1.66:1 |
|**Ravindra Chitale ||1.66:1 |
2. The percentage increase in the remuneration of each Director Chief Financialofficer Company Secretary or Manager if any in the financial: The ratio of each Directorto the Median Remuneration of all employees who were on the pay roll of the Company andthe percentage increase in remuneration of the Directors during financial year 2017-2018are given below:
|*Non Executive Directors ||Ratio to Median ||Percentage Increase in Remuneration |
|Shri. Ramniwas Bhiku ||NIL ||- |
|Smt. Jyoti Kolhe ||NIL ||- |
|Shri Pushpendra Pandey ||NIL ||- |
|Shri Shivprasad Yadav ||NIL ||- |
*Non Executive Directors are paid only Sitting Fees
|Executive Directors ||Ratio to Median ||Percentage Increase in Remuneration |
|(*MD) || || |
|(**CFO) ***(CS) || || |
|*Mahavir Dixit ||1.66:1 ||0 |
|**Ravindra Chitale ||1.66:1 ||0 |
|***Swaroop Singh Bhati || || |
| ||1.38:1 ||0 |
3. The percentage increase in the median remuneration of employees in the financialyear : 0 %
4. The number of permanent employees on the rolls of the Company: 35
5. The explanation on the relationship between average increase in remuneration andCompany performance:
Remuneration of employees has a close linkage with the performance of the Company. TheAnnual Performance Award (APA) which is a variable component in the remuneration for allthe management staff has direct correlation with the Company's performance. APA iscalculated based on both individual and Company performance. Company performance has ahigher weight age for senior positions and lower weightage for junior positions.
6. Affirmation that the remuneration is as per the Remuneration policy of the Company:
It is affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other employees adopted by the Company.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Mahavir Dixit |
|Place: Mumbai ||Managing Director |
|Date: 09th August 2018 ||DIN:07314266 |