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Asian Flora Ltd.

BSE: 531392 Sector: Others
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Asian Flora Ltd
NSE 05:30 | 01 Jan Asian Flora Ltd

Asian Flora Ltd. (ASIANFLORA) - Director Report

Company director report

To the Members

The directors submit annual report Asian Flora Limited along with theaudited financial statement for the year ended March 31 2021.

1. Financial Results: Rs. In Lacs
S.No Particulars Stand alone
2020-21 2019-20
1 Gross Income 0 0
2 Less: Total Expenses 6.33 120.74
3 Profit before tax/Loss (1-2-3) (6.33) (120.74)
4 Less: Current Tax 0 0
5 Less: Deferred Tax 0 0
6 Profit available for appropriations/Loss (3-4-5) (6.33) (120.74)
7 Balance carried forward/Loss (1757.53) (1751.20)

2. Review Of Operations:

The Company during the year steps initiated to start its operations andwill generate income and meet the all the expenses during the year 2020-21.

3. Dividend:

Your Directors did not recommend any dividend for the year 2020-21.

4. Transfer to Reserves:

Your Company has not transferred any amount to the general reserve.

5. Directors:

Shri. Setty Sangameshwar retiring director at the ensuing 27thAGM and being eligible offer himself for reappointment.

6. Deposits from the Public:

The Company has not accepted any deposits which cover under the Section73 of the Companies Act 2013.

7. Particulars of Loans Guarantees or investments:

Loans guarantees and investments covered under section 186 of theCompanies Act 2013 from part of the notes to the financial statements provided in thisAnnual Report.

8. Particulars of Contracts or arrangement made with related parties:

No contracts or arrangement made with related parties during the yearas per the Section 188(1) of the Companies Act 2013.

9. Material changes and commitment affecting financial position betweenthe end of the financial year and date of report:

There is no material changes and commitment affecting financialposition between the end of the financial year 2020-21.

10. Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their Knowledge and ability confirm that:

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

11. They have 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 and of the profit and loss of the company for that period.

iii. They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

iv. They have taken prepared the annual accounts on a going concern;

v. They have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively;

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

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate andeffective during the financial year 2020-21.

11. Number of meetings of the Board:

4 meetings i.e. 31/07/2020 15/09/2020 13/11/2020 and 13/02/2021 ofthe board were held during the year. For details of the meetings of the board pleaserefer to the corporate governance report which forms part of this report.

12. Declaration by independent directors:

The Company has received necessary declaration from each independentdirector under section 149(7) of the Companies Act 2013. That he meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013.

13. General:

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

1. Issue of Equity Shares with differential rights as to dividendvoting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of theCompany under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of theCompany received any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

5. No material changes and commitments affecting the financial positionof the Company have occurred between the end of the Financial Year and date of report.

Your Directors further state that during the year under review therewere no cases filed/registered pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

14. Related Party Transactions: NIL

15. Board Evaluation:

As required under the provisions of Schedule IV of the Companies Act2013 the performance evaluation of independent directors has been done by the entire Boardof Directors excluding the director being evaluated. The evaluation of all the directorsand the Board as a whole was conducted based on the criteria and framework adopted by theBoard. The Board approved the evaluation results as collated by the nomination andremuneration committee. .

16. Policy on director's appointment and remuneration and otherdetails.

The Company's policy on director's appointment andremuneration and other matters provided in Section 178(3) of the Act has been disclosed inthe corporate governance report which forms part of the director's report.

17. Internal financial control systems and their adequacy.

The Internal Financial Control systems is explained in ManagementDiscussion Analysis.

18. Corporate Social Responsibility(CSR):

During the year under review the Company did not fall under provisionsof section 135 read with Schedule VII of the Companies Act 2013. Hence the Company hasnot made any contributions to towards CSR Activities.

19. Vigil Mechanism:

In pursuance to the provisions of section 177 of the Companies Act2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Vigil Mechanism for Directors and Employees to report genuine concernshas been established. This mechanism enables the Whistle Blower to make protecteddisclosures to the Chairman of the Audit Committee.

20. Audit Committee:

Your company has constituted the Audit Committee within the provisionslaid down in Section 177(2) of Companies Act 2013 and read with the regulation 18 of SEBI(LODR) 2015.

21. Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 anextract of the annual return in the prescribed format in appended as Annexure I.

22. Conservation of energy research and development technologyabsorption foreign exchange earnings and outgo.: Nil

23. Nomination And Remuneration Policy:

A committee of the Board named as "Nomination and RemunerationCommittee" has been constituted to comply with the provisions of section 178Schedule IV of the Companies Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. As recommended by the Committee the Board adopted apolicy on Directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters to frameproper systems for identification appointment of Directors & KMPs Payment ofRemuneration Evaluation of their performance. Nomination and Remuneration Policy of theCompany is enclosed herewith as Annexure - II

24. Auditors:

i. The Statutory Auditors of the Company M/s. G.V. Sitapati CharteredAccountants (Firm Registration No. 000924S) Chartered Accountants who will be appointas the Statutory Auditors of the Company for the 5 years.

The following are replies to observation made by Auditor (Mentioned inthe Auditors Report):

References to points No. 4 and 5. Company will provide the detail ofamounts Rs. 2200000/- and Rs. 619920/- in the future audit.

Reference to Point No. 12 and 3. Due to Lack of records with it.Present company is unable to provide the documents with the Auditors. Company is alsotrying to contact with banks and other FI to get old documents. Once received by companywill provide the same to auditors.

ii. Mrs. ARM Madhuri Practicing Company Secretaries was appointed toconduct the secretarial audit of the Company for the Financial Year 2020-21 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial AuditReport for FY 2020-21 forms part of the Annual Report as Annexure III to the Board'sReport.

The Board hereby offers the following explanations on the observationsmade by secretarial auditor in her report:

1. The Company will submit the annual report for the 31stMarch 2017.

2. The Company will publish the intimations and results in the papers.

3. The Company will try to file all forms within the stipulated time asper the provisions of the Companies Act 2013.

4. The Company will pay the Annual Listing Fee for FY 2020-21.

5. The Company is trying to start the operations. This year companywill generate income to meet the all the expenses during the FY 2021-22.

6. The Company is under process of getting a settlement with KSIIDC andwill restart the operations.

7. The Company trying to take connectivity with depositories in theyear and steps initiated accordingly.

8. The Company is updated the same to promoter about SEBI(SAST)Regulations.

25. Corporate Governance Report:

Your Company has complied with the requirements of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A Report on CorporateGovernance including Auditor's Certificate on compliance with the code of CorporateGovernance is enclosed as Annexure -IVto this report.

26. Management Discussion and Analysis:

A brief note on the Management discussion and analysis for the year isenclosed as Annexure - V to this report.

27. Particulars of Employees:

The information required under section 197 of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:

a. The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the Financial Year: Nil

b. The percentage increase in remuneration of each director ChiefExecutive Officer Chief Financial Officer Company Secretary in the Financial Year: Nil.

The Percentage increase in the median remuneration of employees in theFinancial Year: - 0%

c. The number of permanent employees on the rolls of Company: 5.

d. The explanation on the relationship between average increase inremuneration and Company Performance: Nil

e. Comparison of the remuneration of the key managerial personnelagainst the performance of the Company: Nil

f. Comparison of each remuneration of the key managerial personnelagainst the performance of the Company: Nil

g. The Ratio of the remuneration of the highest paid director to thatof the employees who are not directors but receive remuneration in excess of the highestpaid director during the year: None.

h. Affirmation that the remuneration is as per the remuneration policyof the Company:

The Company affirms remuneration is as per the remuneration policy ofthe Company.

28. Acknowledgement:

Your Directors wish to express their gratitude to the central and stategovernment investors analysts financial institutions banks business associates andcustomers the medical profession distributors and suppliers for their whole-heartedsupport. Your directors commend all the employees of your company for their continueddedication significant contributions hard work and commitment.