Asahi Industries Ltd.
|BSE: 514482||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE745I01015|
|BSE 00:00 | 09 Jun||Asahi Industries Ltd|
|NSE 05:30 | 01 Jan||Asahi Industries Ltd|
|BSE: 514482||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE745I01015|
|BSE 00:00 | 09 Jun||Asahi Industries Ltd|
|NSE 05:30 | 01 Jan||Asahi Industries Ltd|
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 the corporateinsolvency resolution ("CIR") process in respect of your company under theprovision of the Insolvency and bankruptcy Code2016 (the "Code"). Thereafterin 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 the Company("RP"/"Resolution Professional").
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 Reort 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 2019 is as under.
Note: Previous year figures have been regrouped/ rearranged wherever necessary.
Due to inadequacy of profits during the year under report there is no recommendationof Dividend on the Equity Shares of the Company. `
REVIEW OF PERFORMANCE
During the year the Turnover of Company has substantially decreased to Rs 1957.36 Lacsas against Rs. 12466.18 Lacs in respect of the previous Financial Year ended 31st March2018. The Profit/ Loss after Tax decreased to Rs (820.93) Lacs in the Financial Year ended31st March 2019 as against Rs. (1035.25) Lacs in the previous financial year ended 31stMarch 2018 after considering deferred tax of Rs. (365.93) Lacs as against 217.40 Lacs inthe 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
Three meetings of the Board of Directors and Three 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
The Board has five committees: the audit committee nomination and remunerationcommittee Management and Finance Committee Sexual Harassment Committee and stakeholder'srelationship committee. All committees except Management and Finance Committee and SexualHarassment Committee consist entirely of independent directors.
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
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
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 / 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 2019 the applicable accounting standards have been followed and there is no materialdepartures;
b. the Company Secretary have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 31 2019 and ofthe profit of the Company for the year ended on that date;
c. the Company Secretary have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. the Company Secretary have prepared the annual financial statements have beenprepared on a going concern basis;
e. the Company Secretary have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively;
f. the Company Secretary have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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 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.
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 2018-19.
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.
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 2018-19 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 Board has approved the policy on Related Party Transactions. The policies have beenuploaded on the Company's website under the weblink:http://asahiind.com/wp/related-party-transactions.
All related Party Transactions prior to the commencement of the CIR process wereauthorised 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 2019
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2019).
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.
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. 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.
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.
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.
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 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 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.
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.