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Ashnisha Industries Ltd.

BSE: 541702 Sector: Others
NSE: N.A. ISIN Code: INE694W01016
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NSE 05:30 | 01 Jan Ashnisha Industries Ltd
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Buy Price 1.72
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OPEN 1.72
CLOSE 1.72
VOLUME 500
52-Week high 10.37
52-Week low 1.47
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.72
Buy Qty 88.00
Sell Price 1.55
Sell Qty 2151.00

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 2018.

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

Financial Results

Particulars Year ended 31/03/2018 Year ended 31/03/2017
Total Revenue 118345497 5444842
Expenditure 118228639 5580334
Depreciation 101594 -
Profit/(Loss) before Tax (6582166) (135492)
Provision for Taxation - -
Income Tax - -
Deferred Tax - -
Profit/(Loss) after Tax (6582166) (135492)

2. PERFORMANCE:

Income from trading of Steel products and dealing in shares and securities increased ascompared to previous year and consequently total revenue for the year has increased. Butdue to rise in cost of expenses the Company has incurred loss during the year. TheManagement of the Company is taking efforts for the development of the Company.

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. 91640916 /- as comparedto Rs. (226006) /-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 2018 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 several energy conservation initiatives were adoptedand were taken by the Company. There are no plans to import any kind of technology for theproject and hence information regarding its absorption is not applicable. There was noresearch activities carried out during the year as well as no foreign exchange income oroutgo during the year.

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

There were no such material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichcan affect the financial position of the Company.

The Equity Shares of the Company got listed on BSE Limited and trading of sharescommenced with effect from 31st July 2018

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

The National Company Law Tribunal (NCLT) Ahmedabad Bench had sanctioned the Scheme forDemerger of Trading and Investment Business of Lesha Industries Limited (Demerged Company)and vesting the same into Ashnisha Industries Limited (then Ashnisha Alloys PrivateLimited) (Resulting Company) pursuant to sections 391 to 394 of the Companies Act 1956vide its order dated May 29 2017 and other relevant provisions of the Companies Act.Pursuant to the scheme trading & investment business of the Company was transferredto Ashnisha Industries Limited (Formerly known as Ashnisha Alloys Private Limited).

In consideration the Resulting Company issued and alloted 3018764 new Equity Sharesof Rs. 10/- each to the shareholders of the Demerged Company whose names appear in theRegister of Members of the Demerged Company in the ratio of 8 (Eight) new Equity Share ofthe Resulting Company for every 25 (Twenty Five) Equity Shares held by the shareholders inthe Demerged Company on the Record Date 18.08.2017.

No other orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company's operation in future.

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

There are no Subsidiary/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 4 (Four) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.

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 informeddecisions.

The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013. During the financial year 2017-18 4 (Four) Board Meetings wereheld on 23/05/2017 21/08/2017 16/12/2017 and 08/02/2018.

13. EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR 2017-18

During the year under review Extra-Ordinary General Meeting of the Company was held on17th June 2017 and following resolutions were passed with the consent of theMembers of the Company.

• The Authorised Share Capital of the Company was increased from Rs. 500000 toRs. 30200000.

• M/s. GMCA & Co. Chartered Accountants (Firm Registration No. 109850W) wereappointed as the Statutory Auditors of the Company to fill the casual vacancy caused bythe resignation of M/s. Shah Shreyas & Associates Chartered Accountant (FirmRegistration No. 130249W).

14. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

15. 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 presentthe Company is not required to constitute a CSR Committee in this regards as none of theabove referred limits have been triggered.

16. INSURANCE:

All the Properties of the Company are adequately insured.

17. 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 thusdisclosure in Form AOC-2 is not required.

18. 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 of the Companies Act 2013 andArticles of Association of the Company Mr. Shalin A. Shah (DIN: 00297447) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of 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 entered into with StockExchanges appointed Mrs. Daxaben M. Shah (DIN: 08054390) and Mr. Chandrakant N. Chauhan(DIN: 08057354) as an Independent Directors of the Company w.e.f 08/02/2018.

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 appointed Ms.Dimpal J. Solanki w.e.f 08/02/2018 as Company Secretary.

19. 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 aseparate meeting evaluated performance of the Non-Independent Directors Board as a wholeand 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.

20. 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.

21. 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 2018.

22. COMMITTEES OF THE BOARD:

During the year in accordance with the Companies Act 2013 the Board constituted someof its Committees.

AUDIT COMMITTEE:

The Company constituted its Audit Committee comprising of following Directors:

Sr. No. Name & DIN of the Director Status Category
1 Mr. Chandrakant N. Chauhan Chairman Non-Executive Independent Director
2 Mrs. Daxaben M. Shah Member Non- Executive Independent Director
3 Mr. Shalin A. Shah Member Non-Executive Director

Attendance of each member of the Audit Committee:

Committee Members Meetings held Meetings attended
Mr. Chandrakant N. Chauhan 2 2
Mrs. Daxaben M. Shah 2 2
Mr. Shalin A. Shah 2 2

NOMINATION AND REMUNERATION COMMITTEE:

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

Sr. No. Name & DIN of the Director Status Category
1 Mrs. Daxaben M. Shah Chairman Non- Executive Independent Director
2 Mr. Shalin A. Shah Member Non- Executive Director
3 Mr. Chandrakant N. Chauhan Member Non- Executive Independent Director

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

Sr. No. Name & DIN of the Director Status Category
1 Mrs. Daxaben M. Shah Chairman Non- Executive Independent Director
2 Mr. Ashok C. Shah Member Non- Executive Director
3 Mr. Chandrakant N. Chauhan Member Non- Executive Independent Director

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

Committee Members Meetings held Meetings attended
Mrs. Daxaben M. Shah 1 1
Mr. Ashok C. Shah 1 1
Mr. Chandrakant N. Chauhan 1 1

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. Chartered Accountants Ahmedabad (Firm Registration No.109850W) was appointed asStatutory Auditors of the Company for a consecutive period of 5 (Five) years from theconclusion of Annual General Meeting in the year 2017 till the conclusion of the AnnualGeneral 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)vide notification dated May 7 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s. GMCA & Co. Chartered Accountants as the Auditors of theCompany 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.

The Report given by the M/s. GMCA & Co. Auditors on the financial statements forMarch 2018 of the Company is part of the Annual Report. The notes to the accounts referredto in the Auditors' Report are self-explanatory and therefore do not call for any furthercomments.

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 M/s. Patel& Associates Practicing Company Secretaries Ahmedabad to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is selfexplanatory and therefore do notcall for any further comments and annexed herewith as Annexure IV.

There is no qualification reservation or adverse remark in the report.

C. Internal Auditors:

The Board of Directors has appointed M/s. Naimish K. Shah & Co. CharteredAccountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2017-18.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Financial Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Company has appointed M/s. Naimish K. Shah & Co. Chartered Accountant(FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultationwith the internal auditors formulates the scope functioning periodicity and methodologyfor conducting the internal audit. The internal auditors carry out audit covering interalia monitoring and evaluating the efficiency & adequacy of internal control systemsin the Company its compliance with operating systems accounting procedures and policiesat all locations and submit their periodical internal audit reports to the AuditCommittee. Based on the internal audit report and review by the Audit committee processowners undertake necessary actions in their respective areas. The internal auditors haveexpressed that the internal control system in the Company is robust and effective. TheBoard has also put in place requisite legal compliance framework to ensure compliance ofall the applicable laws and that such systems are adequate 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 periodicallyreviews this risk management framework to keep updated and address emerging challenges.Major risks identified for the Company by the management are Compliances of variousapplicable 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 inplace to ensure that there is nil or minimum impact on the Company in case any of theserisks 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 the Company has constituted a Whistle Blower Policy/ Vigil Mechanism toestablish a vigil mechanism for the directors and employees to report genuine concerns insuch manner as may be prescribed and to report to the management instances of unethicalbehaviour 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 your Company hasassigned the responsibilities to Audit Committee. During the year no complaint withallegations 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 ListingRegulations is included in this Report. Certain statements in the said report may beforward looking. Many factors may affect the actual results which could be different fromwhat the Directors envisage 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 prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during 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.

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 2018 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 2017-18 to the listed entity as the paidup equity share capital does not exceed rupees ten crore and the net worth does not exceedrupees twenty five crore as on the last day of the previous financial year i.e. on 31stMarch 2018. Therefore at present the Company is not required to comply withCorporate Governance regulations as the above referred limits have not been triggered.

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 V.

33. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.

34. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the unstintedcommitment dedication hard work and significant contribution made by employees at alllevels in ensuring sustained growth of the Company. Your Directors also sincerely thank toall the stakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.

Place: Ahmedabad

For and on behalf of the Board

Date: August 13 2018 SD/- SD/-
Ashok Shah Shalin Shah
Director Director
DIN: 02467830 DIN:00297447