BOARD'S REPORT Your Directors take pleasure in presenting the 30th Annual Report of your Company together with audited statement of accounts for the year ended on 31st March, 2015 2. DIVIDEND Your Directors regret their inability to recommend any dividend on the equity shares in view of the losses suffered by your Company during the year under review. 3. RESERVES In view of the losses incurred by your Company, no amount has been transferred to general reserve. 4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS Your Company has reported a loss of Rs.8.76 lacs compared to Profit of Rs.4.44 lacs in previous year. The Company has continued its activity of trading in cotton fabrics. Your directors are putting in their best efforts to improve the performance of the Company in the coming years. 5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT There are no material changes and commitments which affect the financial position of the company occurring between the end of financial year and the date of this Report except as stated specifically in this Report. 6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES Your Company does not have any subsidiary / joint venture company for the year ended 31st March, 2015. 7. DEPOSITS The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. 8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO (PENDING) As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings 8t outgo forms part of this Report and annexed at Annexure-1. 9. RISK MANAGEMENT The Company has set up a risk management framework to identify, monitor, minimize, mitigate and report and also to identify business opportunities. The executive management oversees the risk management framework and the Audit Committee evaluates internal financial controls and risk management systems. In the opinion of Board, there are no risk which may threaten the existence of the Company. 10. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES The requirements of corporate social responsibility in terms of Section 135 of the Companies Act, 2013 does not apply to your company. 11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIES ACT, 2013 There are no loans granted or guarantees given or security provided or investments made under Section 186 of the Companies Act, 2013. 12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The members may note that all transactions entered into by the Company with the Related Parties were on arm's length basis and in the ordinary course of business and therefore provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure ia Form AOC-2 is not required. 13. EXPLANATION / COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY There are no adverse remarks, reservations or remarks or disclaimers made by Statutory Auditors in their report on the financial statements. Mr. Anish Shah, Practising Company Secretary was appointed to carry out the secretarial audit for the year ending 31st March, 2015 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed with this Report. There are no qualifications, reservations or adverse remarks in the said Secretarial Audit Report. 14. NOMINATION AND REMUNERATION POLICY A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company's policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management. The said policy may be referred to, at the Company's website at <http://www.aaswatrading.in> 15. ANNUAL EVALUATION OF BOARD'S PERFORMANCE A Meeting of the Independent Directors weld held during the year ended on 31.03.2015. In accordance with the policy laid down by the Nomination and Remuneration Committee (NRC) and approved by the Board, the NRC has carried out evaluation of performance of Independent Directors. The Board of Directors also undertook evaluation of its own performance, committees of the Board and all individual directors. After such evaluation the Board came to the conclusion that the Board as a whole as well as all its Members individually and the Committees of the Board continued to adhere to the standards of good governance and continuous improvement in processes and procedures. The Board notes that every individual Member of the Board and its Committees have contributed in the sustained operations and overall performance of the Company. 16. ANNUAL RETURN The details forming part of the extract of the annual return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed at Annexure-2. 17. WEBSITE OF YOUR COMPANY Your Company maintains a website www.aaswatradinE.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and the Listing Agreement have been provided. 18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW During the financial year 2014-2015, the meeting of Board of Directors of the Company conducted four times. 19. DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year, Mrs. Aashini A. 5hah (DIN: 06935369) has been appointed as Director in accordance with 5ection 149 and the Companies (Appointment and Qualifications of Director) Rules, 2014. In accordance with the Article of Association of the Company and the provision of the Companies Act, 2013, Mrs. Aashini A. Shah, Director (DIN: 06935369) retires by rotation and being eligible seeks reappointment. Mr. Pritesh M. Shah has been appointed as Company Secretary of the Company with effect from 1st June, 2014 and Mr. Nitin L. Bhavsar has been appointed as the Financial Officer of the Company with effect from 1st February, 2015. 20. DECLARATION OF INDEPENDENT DIRECTORS All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6). 21. STATUTORY AUDITORS M/s. Dhirubhai Shah 8t Doshi, Chartered Accountants (Firm Registration No. 102511W) holds office upto the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment. 22. SECRETARIAL AUDIT REPORT Mr. Anish Shah, Practising Company Secretary (Certificate of Practice No. 2839) has been appointed as the Secretarial Auditor of the Company for the financial year ending 31st March, 2015. The Secretarial Auditor's Report for the financial year ending 31st March, 2015 is annexed to the Board's Report at Annexure-3. 23. DISCLOSURE OF COMPOSITION OF AUTIT COMMITTEE AND VIGIL MECHANISM In terms of Section 177(8) of the Companies Act, 2013, Shri Keyur Parikh, Shri Mayur Parikh and Shri Anish Shah are the members of the Audit Committee of the Company. Shri Keyur Parikh is the Chairman of the Audit Committee of the Board of Directors of the Company. Your Company has established Vigil Mechanism (whistle blower policy) for Directors and employees to report their genuine concerns and the same is displayed on the website of the Company. 24. LISTING WITH STOCK EXCHANGES Your Company is listed with the BSE Limited and Ahmedabad Stock Exchange of India Ltd. and the Company has paid the listing fees to each of the Exchanges. 25. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT Revised Clause 49 of the Listing Agreement as per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014 does not apply to your Company and hence provisions relating to report on corporate governance along with Management Discussion and Analysis Report are not applicable. 26. PARTICULARS OF EMPLOYEES The Details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and are annexed as Annexure -4 to this Report. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary. 27. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; (f) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively 28. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a. Issue of equity shares with differential rights as to dividend, voting or otherwise b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employee Stock Option Scheme. c. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 29. APPRECIATION Your Directors express their gratitude for the dedicated services put in by all the employees of the Company. 30. ACKNOWLEDGEMENTS Your Directors places on record their sincere thanks to the customers, vendors, investors, banks and financial institutions for the continued support. Your Directors are also thankful to the Government of India, State Government and other authorities for their support and solicit similar support and guidance in future. Regd. Office: 32, Milanpark Society, Nr. Jawahar Chowk, Maninagar, E Mail - aaswaexports(5>vahoo.co.in Ph.:- 079-25462907 Date: 30/05/2015 For and on behalf of the Board Managing Director Keyur Parikh Director Ahmedabad-380008 Place: Ahmedabad |