To the Members
The Directors have pleasure in presenting before you the 22nd Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch2016.
The performance during the period ended 31st March2016 has been under:
| || || ||(Rs. in Lakhs) |
|S.No ||Particulars ||2015-16 ||2014-15 |
|1. ||Gross Income ||0.00 ||0.00 |
|2 ||Profit before Interest and Depreciation ||0.00 ||(30.34) |
|3. ||Gross Profit/Loss ||(5.61) ||0.00 |
|4. ||Provision for Depreciation ||0.00 ||(30.34) |
|5 ||Net Loss Before Tax ||(5.61) ||0.00 |
|6 ||Provision for Tax ||0 ||(30.34) |
|7 ||Net Loss after Tax ||(0.11) ||(1704.29) |
|8 ||Balance of Loss brought forward ||(1734.64) ||(1704.29) |
|9 ||Transferred to General Reserve ||(1734.75) || |
The company has no business activity during the year. The Company Shares Relisted atBSE. All the assets are attached with KSIIDC. The management has initiated OTS with KSIIDCand is quite hopeful of settling the issues with all the institutions so that the companybe brought back to growth path.
Transfer To Reserves/Dividend
During the year review the company has no business so the Board does not recommend anyDividend and does not recommend or considered appropriate to transfer any amount ofprofits for the financial year ended on March 312016 to the reserves.
During the year under review there is no change in the paid up share capital of theCompany.Further the paid up share capital of the company as on March 312016 isRs.38809000/-
Material Changes and Commitments Affecting the Financial Position of the Company andChange in Nature of the Business:
During the year under review there have been no material changes and commitmentsaffecting the financial position of the company between the end of the financial year andthe date of this Director's Report.
There is no change in the nature of business of the Company during the year underreview.
Management Discussion and Analysis:
As required under Regulations of the SEBI (Listing Obligations & DisclosureRequirements) Regulations2015 the management Discussion and Analysis Report is enclosedas a part of this Report.
Corporate Governance and Shareholders Information:
Your company has taken adequate steps to adhere to all the stipulations laid down in 34of the SEBI(Listing Obligations &Disclosure Requirements) Regulation2015. A report oncorporate Governance is included as a part of this Annual Report. Certificate from theStatutory Auditors of the Company Shri. Ramachandra Rao(Regd.No.203292)CharteredAccountants confirming the compliance with the conditions of Corporate Governance asstipulated under above regulation is included as a part of this report.
During the year under review the Company has neither invited nor accepted any depositsfrom the public under section 76 and Chapter V of the companies act2013 and rules madethereunder.
Details of Subsidiary / Joint Ventures / Associate Companies
The company has neither has any subsidiary nor any joint venture(s) /AssociateCompanies during the year.
Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 toBSE Ltd where the Company's Shares are listed.
Number of Board Meetings held:
The Company had 4 (Four) Board meetings during the financial year under review. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. For further details please refer report on Corporate Governance of this AnnualReport.
Appointment by rotation:
In accordance witht the provisions of the Companies Act2013 read with the Articles ofAssociation of the Company Shri. Sangameshwar Setty Director of the Company will retireby roration at this meeting and being eligible and offers himself for re-appointment.
Your Board wishes to place on record the appreciation of the valuable contribution madeby Shri. Sangameshwar Setty in furthering the objectives of your company.
Auditor's observations are suitably explainded in notes tot eh Accounts andselfexplanatory.
Pursuant to Section 139 and other applicable provisions of the CompaniesAct2013 andrules made thereunder Shri Ramachandra Rao (Regd.No.203292)CharteredAccountantHyderabad was appointed as a Statutory Auditors of the Company at this 22ndAnnual General Meeting held on 30th September2016 for Three Years i.e Financial Year2016-17 to 2018-19 from the conclusion of Twenty Second Annual General Meeting till theconclusion of Twenty Fifth Annual General Meeting subject to ratification at every AnnualGeneral Meeting. Accordingly the members are requested to the appointment of ShriRamachandra Rao ( Regd.No.203292)Chartered AccountantHyderabad as Statutory Auditors forthe financial year March 312017."
The eligibility certificate pursuant to Section 141 of the Companies Act2013 and therules made there under is also received from the Statutory Auditors of the Company.
Internal Audit & Controls
Since there is No Operations hence No Internal Audit is required.
In terms of Section 204 of the Act and Rules made there under The Company hasappointed Mrs. Manjula Aleti Company Secretaries as Secretarial Auditor of the Companyfor the financial year ended on March 312016. The Secretarial Audit Report for thefinancial year ended March 312016 is attached as Annexure I to the Director'sReport and forming part of this Annual Report as ANNEXURE-I.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 your Directors state that:
(a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended March 312016 and of the profit/loss of the Company for that period;
(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 accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Independent Directors Declaration:
All Independent Directors have given declarations that they meet the criteria ofIndependent as laid down Section 149(6) of the Companies Act2013
Pursuant to the provisions of the Companies Act2013 read with the Rules Issuethereunder and the Listing Regulations(including any statutory modifications orre-enactments for the time being in force) the process of evaluation of the annualperformance of the Directors/Board. Committees was carried out. The criteria applied inthe evaluation process are detailed in the Corporate Governance report which forms part ofthis report.
Policy on Directors' Appointment and Remuneration
The Company has formed Nomination and Remuneration Committee which has framedNomination and Remuneration Policy. The Nomination and Remuneration Policy inter aliadeals with the selectionappointment and remuneration of the Directorskey ManagerialPersonnel and other employees of the company including criteria for determiningqualificationspositive attributes independence and other matters as provided in Section178(3) of the Companies Act2013.
The Nomination and Remuneration Policy is given under pursuant to section 178(4) of thecompanies act2013:
The Objectives of the policy
1. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and key Managerial positions and to determine theirremuneration.
2. To determine remuneration based on the company's size and financial position andtrends and practices on remuneration prevailing in peer Companies.
3. To carry our evaluation of the performance of Directors
4. To provide them regard linked directly to their effort performance dedication andachievement relating to the Company's operations.
Vigil Mechanism / Whistle Blower Policy:
Pursuant to Section 177(9) of the Companies Act2013 and rules made thereunder thecompany has established a Vigil Mechanism Policy to provide a Mechanism for the Directorsand employees to report their grievances genuine concerns about unethical behavioractual or suspected fraud and violation of the company's code of conduct or ethics policy.The mechanism provides for adequate safeguards against victimization of
Directors/employees and also provides for direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases.
The Company has four Committees of Boardviz
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Share Transfer Committee
Details of the Committee of the Board vis-a-vis their terms of reference. compositionnumber of meetings held during the year etc. are given in the section on 'Report onCorporate Governance' forming part of this Annual Report.
Director's Response on Auditor's Qualifications Reservations or Adverse Remarks orDisclaimer Made:
There is no Qualifications made in the Auditors Report during the year.
Extract of the Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in MGT-9 andis attached to this Report in Annexure II.
Pursuant to the Regulation 34(3) read with Schedule V Part C of the ListingRegulations a " Report on Corporate Governance" is given separately formingpart of this Annual Report. Pursuant to Regulation 34(3) read with Schedule V Part E ofthe Listing Regulations the certificate from Mrs. Manjula Aleti Company Secretariesconfirming compliance with the conditions of Corporate Governance is annexed to theCorporate Governance Report forming part of this Annual Report.
Policy For Prevention and Redressal of Sexual Harassment of Women at Workplace:
your Directors state that during the year under review there were no complaintsreported under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act2013.
Particulars of Employees
There was no employee whose particulars Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are to be reported.
There was no employee whose particulars as per the provisions of Section 197(12) of theAct read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are to be reported.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:
In view of the nature of activities which are being carried on by the company theparticulars as prescribed under section 134(3)(m) of the companies act2013 read with theCompanies(Accounts) Rules2014 the conservation of energy Technology Absorption andResearch and Development are not applicable to the company.
Significant and Material Orders Passed by the Courts/Regulators
During the year under review there were no significant and/or material passed by anyCourt or Regulator or Tribunal which may impact the going concern status or the company'soperations in future.
Business Responsibility Report:
Pursuant to Regulation 34(2)(f) of the Listing Regulations read with notificationSEBI/LAD-NRO/GN/2015-16/27 dated December 222015 the Business Responsibility Reports isto be given only by top 500 Listed Companies based on market capitalization therefore thesame is not applicable to the Company as on march 312016.
Particulars of Loans Guarantees or Investments:
The details of the loans made by company are given in the notes to the financialsstatements. The company has not given any guarantee covered under the provision of section186 of the Companies Act2013.
The Board of Directors greatly appreciates the commitment and dedication of employeesat all levels who have contributed to the growth and success of the company. We also thankall our clients vendors investors bankers and other business associates for theircontinued support and encouragement during theyear.
We also thank the Government of India virous State Governments and their concernedDepartment / Agencies / Regulatory Authorities for their continued support andcooperation. The Director also wish to place on record the support extended by everystakeholders of the company.
| ||By Order of the Board |
|Date: 09.08.2016 ||For Asian Flora Limited |
|Place: Hyderabad ||Sd/- |
| ||Sangameshwara Setty |
| ||Director |
| ||DIN : 03157030 |