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Asahi Industries Ltd.

BSE: 514482 Sector: Industrials
NSE: N.A. ISIN Code: INE745I01015
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NSE 05:30 | 01 Jan Asahi Industries Ltd
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VOLUME 1000
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Mkt Cap.(Rs cr) 36
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Sell Price 0.00
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OPEN 5.35
CLOSE 5.35
VOLUME 1000
52-Week high 5.63
52-Week low 2.93
P/E
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Asahi Industries Ltd. (ASAHIINDUSTRIES) - Director Report

Company director report

Dear Members

This is to apprise the members that pursuant to an application made by Dena Bank theHon'ble National Company law Tribunal Mumbai Bench ("Adjudicating Authority")vide its order dated 21st January 2019 had ordered the commencement of thecorporate insolvency resolution ("CIR") process in respect of your company underthe provision of the Insolvency and bankruptcy Code2016 (the "Code").Thereafter in accordance with Section 17 of the Code the powers of the Board ofDirectors ("Board") stood suspended and Mr.Ankur Kumar appointed as interimresolution professional of the Company who was later confirmed as Resolution Professionalof the Company on 20th February 2019 for the management of the affairs of theCompany ("RP"/"Resolution Professional").

During the financial year M/s Safex Realtor Private Limited had submitted EOI andResolution Plan . The Resolution Plan was approved by Committee of creditor with voting of82% there after resolution plan was approved by Hon'ble NCLT Mumbai Bench on 13/11/2020.One of the financial creditor i.e. Bank of Baroda filed application before Hon'ble NCLT.Further the Adjudicating Authority directed to maintain status-quo in relation to theResolution Plan and not to disburse any amount until further orders and thereafter Hon'bleNCLT vacated status-quo and same was challenged before Hon'ble NCLAT Delhi by the Bank ofBaroda. Further the Adjudicating Authority (NCLAT) directed to continue status-quo inrelation to the Resolution Plan and not to disburse any amount until further orders.

In compliance with the provision of Section 134(3) of the Companies Act 2013 a reportcontaining the details and information as required to be disclosed in the Directors'Report to the Shareholders of the Company is provided hereunder.

This Report was discussed in a meeting held with the Key Management Persons andthereafter taken on record by the Resolution Professional. Accordingly Report for theyear ended 31st March 2021 is as under.

FINANCIAL HIGHLIGHTS

2020-2021 2019-2020
(Rs. in Lacs) (Rs. in Lacs)
Revenue from operations & other income 0.11 -
Finance Cost 0.31 -
Depreciation and Amortization Expense 183.36 183.36
Other expenses 47.82 26.83
Provision for Tax
Current Tax 0.00 0.00
Deferred Tax Assets/(Liabilities) (40.33) (38.82)
Profit/Loss after Tax (271.44) (249.02)

Note: Previous year figures have been regrouped/ rearranged wherever necessary.

DIVIDEND

There is no recommendation of Dividend on the Equity Shares of the Company.

REVIEW OF PERFORMANCE

During the year the Turnover of Company is NIL as against Nil in respect of theprevious Financial Year ended 31st March 2020. The Profit/ Loss after Tax decreased to Rs(271.44) Lac in the Financial Year ended 31st March 2021 as against Rs. (249.02) Lac inthe previous financial year ended 31st March 2020 after considering deferredtax of Rs. (40.33) Lac as against (38.82) Lac 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.

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

No meetings of the Board of Directors and audit committee were held during the year.For further details.

DIRECTOR EVALUATION

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment)Regulations 2018 a company Undergoing CIR process is not required to comply with therequirement of conducting evaluation of the independent directors. Therefore subsequentto commencement of the CIR process the evaluation of the independent directors of thecompany was Not required to be carried out under the provisions of the Regulation 17(10)SEBI LODR Regulations. Further in accordance with Rule 8(4) of the Companies (Accounts)Rules 2014 the board of directors of a company are required to evaluate its ownperformance and that of its committees and individual directors. However pursuant tocommencement of the CIR process of the company the powers of the board of directors standsuspended and are exercised by the interim resolution professional or the resolutionprofessional as the case may be in accordance with the provisions of the Code.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to commencement of the CIR process of the company the powers of the board ofdirectors stand suspended and are exercised by the resolution professional as the casemay be in accordance with the provisions of the Code.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to commencement of the CIR process of the company the powers of the board ofdirectors stand suspended and are exercised by the resolution professional as the casemay be in accordance with the provisions of the Code.

REMUNERATION POLICY

Pursuant to commencement of the CIR process of the company the powers of the board ofdirectors stand suspended and the Company is under CIR Process the approval of CoC isnecessary for the appointment and remuneration of Directors and Key Managerial personnelof the Company

DIRECTORS' RESPONSIBILITY STATEMENT / STATEMENT BY THE COMPANY SECRETARY AND TAKEN ONRECORD BY RESOLUTION PROFESSIONAL:

To the best of knowledge and beliefs and according to the information and explanationsobtained by management Company Secretary make the following statement in terms of Section134(3)(c) of the companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended March31 2021 the applicable accounting standards have been followed and there is no materialdepartures;

b. theAuditor have selected such accounting policies and applied them consistently andmade judgment and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the profit of theCompany for the year ended on that date;

c. the Auditor 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. the Auditor have prepared the annual financial statements have been prepared on agoing concern basis;

e. the Auditor have laid down internal financial controls to be followed by the Companyand such internal financial controls are adequate and operating effectively;

f. the Auditor have devised proper systems to ensure compliance with the provisions ofall 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 Company.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls.Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

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 strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.

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 2020-21.

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 designated employees of the Company. The Coderequires pre-clearance for dealing in the Company's shares and prohibits the purchase orsale of Company shares by the Directors and the designated employees while in possessionof unpublished price sensitive information in relation to the Company and during theperiod when the Trading Window is closed.

RELATED PARTY TRANSACTIONS:

All transactions entered by the Company with Related Parties were in the OrdinaryCourse of Busin ess and at Arm's Length pricing basis. There were no materiallysignificant transactions with Related Parties during the financial year 2020-21 which werein conflict with the interest of the Company. Suitable disclosures as required under AS-18have been made in Notes to the financial statements.The Company has also adopted RelatedParty Transaction Policy as required under Regulation 23 of SEBI Listing Regulations.

The Board has approved the policy on Related Party Transactions. The policies have beenupl oaded on the Company's website under the weblinkhttp://asahiind.com/wp/related-party-transactions.

All related Party Transactions prior to the commencement of the CIR process wereauthorized by the Audit Committee / Board as applicable for approval and thereafter bythe Resolution Professional who in turn was authorized by the COC.

Material changes and commitments affecting the financial position of the Company whichhave occurred between March 31 2021.

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2021).

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:

Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of the employees of the company will be provided uponrequest.

In terms of Section 136(1) of the Companies Act 2013 the Report and Accounts arebeing sent to the Members and others entitled thereto excluding the information onemployees particulars which is available for inspection by the Members at the RegisteredOffice of the Company during business hours on working days of the company up to the dateof the ensuing Annual General Meeting. If any Member is interested in obtaining a copythereof such Member may write to the Company Secretary in this regard.

FIXED DEPOSITS:

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.

INSURANCE:

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.

The details of the Code of Conduct are furnished in the Corporate Governance Reportattached to this Report. Chairman has given a certificate of compliance with the Code ofConduct which forms part this Directors' Report as required under Chapter IV of SEBIListing Regulations.

M/s. Rishi Sekhari& Associates. Practicing Chartered Accountants StatutoryAuditor of the Company has examined the requirements of Corporate Governance withreference to Chapter IV of SEBI Listing Regulations and has certified the compliance asrequired under Chapter IV of SEBI Listing Regulations. The Certificate in this regard isattached 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 good Human Resource (HR) Management would ensuresuccess through high performance. HR strategy and plans of the Company are deeply embeddedwith the organizational goals. In order to enhance the manpower productivity the goal isset to increase the production capacity of the plant and rationalize the manpower throughscientific study. All the operational goals of the top management emanate from thebusiness plan. The goals of MD are shared with his subordinates who in turn share theirgoal with their respective subordinates and so on. Regular visits by HR team is being madeto the plant to meet the employees and also interaction meetings are conducted to gettheir feedback based on which HR policies are improved continuously. The process hasresulted 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.

INDUSTRIAL RELATIONS:.

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 utilization 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 compliedto the fullest extent.

SECRETARIAL AUDITOR:

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 pushpendrapratap singh Company Secretaries in practice to undertake theSecretarial Auditor of the Company.

COST AUDITOR

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.

STATUTORY AUDITOR

M/s. Rishi Sekhri&Associates Chartered Accountants (Membership No. 126656 &Firm Registration No.128216W) has been appointed as Auditors of the Company. In accordancewith 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 Nine 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.

ACKNOWLEDGEMENT

The Resolution Professional together with the KMP expresses their sincere thanks to allemployees and support extended by Banks Consultants Solicitors Shareholders andEmployees of the Company.

Sd/- Sd/-
Place: Mumbai MANOJKUMAR SHARMA PUSHPENDRA PANDEY
Date: 06th December 2021 (Suspended Director) (Suspended Director)
DIN:01884806 DIN:07313333
Taken on record
sd/-
Ankur Kumar
Resolution Professional

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