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Ashnisha Industries Ltd.

BSE: 541702 Sector: Others
NSE: N.A. ISIN Code: INE694W01016
BSE 00:00 | 21 Jan 13.00 0.36
(2.85%)
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NSE 05:30 | 01 Jan Ashnisha Industries Ltd
OPEN 13.27
PREVIOUS CLOSE 12.64
VOLUME 11875
52-Week high 13.27
52-Week low 3.56
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
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Sell Price 0.00
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OPEN 13.27
CLOSE 12.64
VOLUME 11875
52-Week high 13.27
52-Week low 3.56
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ashnisha Industries Ltd. (ASHNISHAINDUS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Annual Report on the businessand operations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2021.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results Amount in Rs.
Particulars Standalone Year ended 31/03/2021 Consolidated Standalone Year ended 31/03/2020 Consolidated
Total Revenue - 108009127 21526110 272035150
Expenditure 844597 98172096 21756256 284734703
Depreciation 104568 16959812 104568 36575872
Profit/(Loss) before Tax (949165) (7122781) (334714) (49275425)
Current Tax - - - -
Deferred Tax - (228899) - 4144775
Profit/(Loss) after Tax (949165) (6893882) (334714) (45130650)

2. PERFORMANCE:

The Company has managed to earn reasonable amount of revenue during the year underreview. The Management of the Company is incessantly taking efforts for the growth of theCompany. The Company is engaged in the business of trading of various steel products andtrading of goods.

3. DIVIDEND:

Due to loss during the year the Company is not able to declare Dividend.

4. TRANSFER TO RESERVE:

Reserves & Surplus at the end of the year stood at Rs. 89962383/- as compared toRs. 90911548/- at the beginning of the year.

5. SHARE CAPITAL:

At present the Company has only one class of shares equity shares with face value ofRs.10/- each. The authorized share capital of the company is Rs. 30700000/- dividedinto 3070000 equity shares of Rs. 10/- each. The paid up share capital of the company ason March 31 2020 was Rs. 30187640/- divided into 3018764 equity shares of Rs. 10/-each.

6. 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.

7. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:

During the period under review a number of energy conservation initiatives wereadopted and were taken by the Company. There are no plans to bring in any sort oftechnology for the project and hence information regarding its assimilation is notapplicable. There was no study activities carried out during the year as well as no

foreign exchange proceeds or outgo during the year. The information pertaining toforeign exchange income or outgo during the year is given in ANNEXURE I.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

The management has made assessment of company's profitability and liquidity positionalong with overall economic impact of COVID-19. Based on outcome of such assessment theCompany does not expect a material impact of COVID-19 on its liquidity and futureperformances as on the date of this report.

There were no other material changes occurred ensuing to the close of the financialyear of the Company to

which the balance sheet relates and the date of the report which can affect theeconomic position of the Company.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

During the year under review there were no significant material orders passed by theRegulators/courts and no

litigation was outstanding as on March 31 2021 which would impact the going concernstatus and future operations of your Company.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has one subsidiary viz EZI Ventures Pvt. Ltd.

As required under Rule 8 (1) of the Companies (Accounts) Rules 2014 the Board'sReport has been prepared on standalone financial statements and a report on performanceand financial position of the subsidiary included in the consolidated financial statementsis included in Form AOC 1 and consolidated performance and financial summary given here inabove.

In accordance with third proviso of Section 136 (1) of the Companies Act 2013 theAnnual Report of the

Company containing therein its standalone and the consolidated financial statementshas been placed on the website of the Company www.ashnisha.in. Shareholders interested inobtaining a copy of the audited annual

accounts of the subsidiary companies may write to the Company Secretary at theCompany's registered office.

Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 read with Rule8 (1) of the Companies (Accounts) Rules 2014 a statement containing salient features ofthe Financial Statements of your Company's Subsidiary in Form AOC-1 is attached to theFinancial Statements.

There are no Joint Ventures/Associate Companies.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are

given in the notes to the Financial Statements.

12. MEETING OF BOARD OF DIRECTORS:

During the year under the review 5 (Five) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder.

Sr. No. Date of Board Meeting held during the year

Name of Directors attended the Meeting

1. 29/07/2020 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
2. 04/09/2020 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
3. 15/09/2020 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
4. 12/11/2020 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
5. 13/02/2021 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah

The Board meeting dates are finalized in consultation with all directors and agendapapers backed up by comprehensive notes and detailed background information are circulatedwell in advance before the date of the

meeting thereby enabling the Board to take informed decisions.

13. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act 2013copies of the Annual Returns

of the Company prepared in accordance with Section 92(1) of the Companies Act 2013read with Rule 11 of the

Companies (Management and Administration) Rules 2014 are placed on the website of theCompany and is accessible at the web link: www.ashnisha.in

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 every company with a NetWorth of Rs. 500 Crores or more or an annual turnover of Rs. 1000 Crores or more or with anet profit of Rs. 5 Crores or more is required to constitute a CSR

Committee. At present the Company is not required to form a CSR Committee in thisregards as none of the above referred limits have been triggered.

15. INSURANCE:

All the Properties of the Company are adequately insured.

16. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Companywhich may have a potential

conflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot required.

17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning. In accordance with the provisions of Section 152 ofthe Companies Act 2013 and Articles of Association of the Company Mr. Shalin A. Shah(DIN: 00297447) retires by rotation at the ensuing Annual General Meeting and beingeligible in terms of Section 164 of the Act offers himself for re-appointment.

The Company had pursuant to the provisions of Regulation 17 (1) (b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 appointed Mrs. Daxaben M. Shah(DIN: 08054390) and Mr. Chandrakant N. Chauhan (DIN: 08057354) as an IndependentDirectors of the Company.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

As required under Section 203 of the Companies Act 2013 the Company has Mr. Ashok C.Shah (Managing

Director) and Ms. Dimpal J. Solanki(Company Secretary) under the key managerialpersonnel of the Company.

18. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board had carried out performance evaluation of itsown the Board Committees and of the Independent directors. Independent Directors at theirseparate meeting held on 03/03/2021 has evaluated performance of the Non-IndependentDirectors Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors: (b) For Executive Directors:
- Knowledge and Skills - Performance as Team Leader/Member.
- Professional conduct - Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Duties Role and functions - Key set Goals and achievements
- Professional Conduct Integrity
- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director. No remuneration is paid to any of the Directors of the Company.

20. MANAGERIAL REMUNERATION:

The Company had not paid any remuneration to Executive Directors or any sitting fees toNon-Executive Directors for attending any meetings during the financial year ended 31stMarch 2021.

The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules

2014 forms part of this Report as ANNEXURE - II.

21. INDEPENDENT DIRECTORS' MEETING

Independent Director of the Company had met during the year under review. The meetingof the same was held

on March 3 2021.

22. COMMITTEES OF THE BOARD:

As per the requirement of the Companies Act 2013 read with Rules and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 various Board committees havebeen formed for better governance and accountability viz. Audit Committee Nomination andRemuneration Committee Stakeholders' Relationship

Committee.

The terms of reference of each committee are determined by the Board as per therequirement of law and their relevance is reviewed from time to time.

1. AUDIT COMMITTEE: As a measure of good Corporate Governance and to provideassistance to the Board of Directors in fulfilling the Board's responsibilities an AuditCommittee had been constituted by the Board.

The terms of reference of this committee covers matters specified under Regulation 18of SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 and Section 177 of theCompanies Act 2013

and other matters referred by the Board from time to time. Committee lays emphasis onadequate disclosures and compliance with all relevant statues.

Main areas are deliberated as under.

a. To provide an open avenue of communication between the independent auditorsinternal auditors and the Board of Directors (BOD).

b. To oversee the work of the independent auditors for the purpose of preparing orissuing an audit report or related work. c. Relying on the review and discussions with themanagement and the independent auditor the Audit Committee believes that the Company'sfinancial statements are fairly presented in conformity with IND-AS in all materialaspects.

d. To consider and review the adequacy of internal control including computerizedinformation system controls an periodically to the Board of Directors on significantactivities.

The Constitution of the committee and the attendance of each member of the committeeare given below:

The Committee comprises of three Directors. All members of the Audit Committee arefinancially literate. In the financial year 2020-21 audit committee meetings were held on29th July 2020; 15th September 2020 12th November2020 and 13th February 2021. Composition of committee as on 31stMarch 2021 and member's attendance at the meetings during the year are as under:

Sr. Name & DIN of the Director Status Category
1 Mr. Chandrakant N. Chauhan (DIN: 08057354) Chairman Non-Executive Independent Director
2 Mrs. Daxaben M. Shah (DIN: 08054390) Member Non- Executive Independent Director
3 Mr. Shalin A. Shah (DIN: 00297447) Member Non-Executive Director

Attendance of each member of the Audit Committee:

Committee Members Meetings held Meetings attended
Mr. Chandrakant N. Chauhan 4 4
Mrs. Daxaben M. Shah 4 4
Mr. Shalin A. Shah 4 4

2. NOMINATION AND REMUNERATION COMMITTEE:

The Company is having a Nomination and Remuneration Committee comprising of followingDirectors:

Sr. Name & DIN of the Director Status Category
1 Mrs. Daxaben M. Shah (DIN: 08054390) Chairperson Non- Executive Independent Director
2 Mr. Shalin A. Shah (DIN: 00297447) Member Non- Executive Director
3 Mr. Chandrakant N. Chauhan Member Non- Executive Independent Director

(DIN: 08057354)

In the financial year 2020-21 one meeting of Nomination and Remuneration committee washeld on 29th

July 2020.

Attendance of each member of the Nomination and Remuneration Committee:

Committee Members Meetings held Meetings attended
Mrs. Daxaben M. Shah 1 1
Mr. Shalin A. Shah 1 1
Mr. Chandrakant N. Chauhan 1 1

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company is having a Stakeholders Relationship Committee comprising of followingDirectors:

Sr. Name & DIN of the Director Status Category
1 Mrs. Daxaben M. Shah (DIN: 08054390) Chairperson Non- Executive Independent Director
2 Mr. Ashok C. Shah (DIN: 02467830) Member Executive Director
3 Mr. Chandrakant N. Chauhan (DIN: 08057354) Member Non- Executive Independent Director

In the financial year 2019-20 four meetings of Stakeholders' Relationship were held on29/07/2020 15/09/2020 12/11/2020 and 13/02/2021.

Attendance of each member of the Stakeholders Relationship and Share TransferCommittee:

Committee Members Meetings held Meetings attended
Mrs. Daxaben M. Shah 4 4
Mr. Ashok C. Shah 4 4
Mr. Chandrakant N. Chauhan 4 4

23. AUDITORS:

A. Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies

(Audit and Auditors) Rules 2014 as amended M/s. GMCA & Co. CharteredAccountants Ahmedabad (Firm

Registration No.109850W) was appointed as Statutory Auditors of the Company for aconsecutive period of 5 (Five) years from the conclusion of Annual General Meeting in theyear 2017 till the conclusion of the Annual

General Meeting to be held in the year 2022.

The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies

(Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA) videnotification dated May 7 2018

the proviso to Section 139(1) of the Companies Act 2013 read with explanation tosub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules 2014 the requirement ofratification of appointment of Auditors by the

Members at every AGM has been done away with. Therefore the Company is not seeking anyratification of appointment of M/s. GMCA & Co. Chartered Accountants as the Auditorsof the Company by the Members at the ensuing AGM.

The Company has received a certificate from M/s. GMCA & Co. Chartered Accountantsconfirming their eligibility to continue as Auditors of the Company in terms of theprovisions of Section 141 of the Companies Act 2013 and the Rules framed thereunder. TheReport given by the M/s. GMCA & Co. Auditors on the financial statements for the yearended March 2021 of the Company is part of the Annual Report. The notes to the accountsreferred to in the Auditors' Report are self-explanatory and therefore do not call for anyfurther comments.

There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of

Managerial Personnel) Rules 2014 the Company has appointed Chintan K. PatelPracticing Company Secretary

Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is self-explanatory and therefore do not call for any further comments and annexedherewith as Annexure III.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has an Internal Control Systemcommensurate with the size scale and complexity of its operations. To maintain itsobjectivity and independence the Internal Auditors report to the Audit

Committee of the Board. The Internal Auditors monitor and evaluate the efficacy andadequacy of internal control system its compliance with operating systems accountingprocedures and policies in the Company. Based on the

report of internal audit function process owners undertake counteractive action intheir respective areas and

thereby further strengthen the controls. Significant audit observations and correctiveactions thereon are

presented to the Audit Committee from time to time. The Company has in place adequateinternal financial controls commensurate with the size and scale of the operations of theCompany. During the period under review

such controls were tested and no reportable material weakness in the design oroperations were observed. The Board has also put in place requisite legal complianceframework to ensure compliance of all the applicable laws and that such systems areadequate and operating effectively.

25. RISK MANAGEMENT:

The Company has implemented an integrated risk management approach through which itreviews and assesses significant risks on a regular basis to help ensure that there is arobust system of risk controls and mitigation in

place. Senior management periodically reviews this risk management framework to keepupdated and address

emerging challenges. Major risks identified for the Company by the management areCompliances of various

applicable Laws Regulatory changes Manufacturing & Supply Litigation andTechnological Changes. The management is however of the view that none of the above risksmay threaten the existence of the Company as

robust risk mitigation mechanism is put in place to ensure that there is nil or minimumimpact on the Company

in case any of these risks materialize.

26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act 2013 and Regulation 22 ofSecurities and Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigilmechanism for the directors and employees to report

genuine concerns in such manner as may be prescribed and to report to the managementinstances of unethical

behaviour actual or suspected fraud or violation of the Company's code of conduct.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act') and Rules made thereunder yourCompany has assigned the responsibilities to Audit Committee. During the year nocomplaint with allegations of sexual harassment was filed with the Company.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under SEBI (LODR)Regulations 2015 is included in this Report. Certain statements in the said report may beforward looking. Many aspects may affect the actual results which could be different fromwhat the Directors predict in terms of the future performance and outlook.

29. 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 prohibits the purchase or sale of Company's sharesby the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Board is responsible for implementation of the Code. All BoardDirectors and the designated employees have confirmed compliance with the Code.

The Company has adopted and amended its Code of Conduct for prevention of InsiderTrading w.e.f. April 1 2019 pursuant to Securities and Exchange Board of India(Prohibition of Insider Trading) (Amendment) Regulations 2018.

30. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act 2013 and to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state that-

i. In the preparation of the annual accounts the applicable Accounting Standardshad been followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year 31st March 2021 and of the profit and loss of the company forthat period;

iii. The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 andRules made thereunder for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

vi. The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

31. CORPORATE GOVERNANCE:

The compliance with the corporate governance provisions as specified in regulations 17to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D and E ofSchedule V shall not apply for the financial year

2020-21 to the listed entity as the paid up equity share capital does not exceed rupeesten crore and the net worth does not exceed rupees twenty five crore as on the last dayof the previous financial year. Therefore at present the Company is not required tocomply with Corporate Governance regulations as the above referred limits have not beentriggered.

32. CORPORATE GOVERNANCE CERTIFICATE NON APPLICABILITY:

The Certificate of the non applicability of submission of Report on CorporateGovernance as stipulated in Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is appended to the report on CorporateGovernance herewith attached as Annexure - IV.

33. RELATED PARTY DISCLOSURE:

Related Party disclosure as mentioned in Schedule V of SEBI (Listing Obligations andDisclosure Requirements)

Regulations 2015 is appended to the report of Director herewith attached as AnnexureV.

34. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

There are no shares lying in the demat suspense account or unclaimed suspense account.

35. MAINTENANCE OF COST RECORDS:

The Company is not require to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 andaccordingly such accounts and records are not made and maintained.

36. ACKNOWLEDGEMENT:

Your Directors take this opportunity to articulate their appreciation for the generouscommitment dedication hard work and noteworthy contribution made by employees at alllevels in ensuring sustained growth of the

Company. Your Directors also earnestly thank to all the stakeholders customersvendors bankers business associates government other statutory bodies and look forwardto their persistent assistance co-operation and support.

For and on behalf of the Board
Sd/- Sd/-
Ashok Shah Daxaben M. Shah
Managing Director Director
DIN: 02467830 DIN: 08054390

Place: Ahmedabad

Date: September 4 2021

.