Aaswa Trading and Exports Ltd Directors Report.

Your Directors have pleasure in presenting their 34th Annual Report of your Company together with Audited Financial Statements for the year ended on 31st March, 2019.

1. FINANCIAL RESULTS

(Amount in Lacs)

F.Y. 2018-19 F.Y. 2017-18
Total Revenue 386.10 283.70
Profit before Interest, Depreciation and Taxation 11.50 (0.29)
Less : interest 0.00 0.00
Less : Depreciation and amortization 0.03 0.05
Profit / (Loss) before Tax 11.46 (0.34)
Provision for Taxation
Less: Current Tax 0.00 0.00
Less: Deferred Tax 0.00 0.00
Profit / (Loss) after Tax 11.46 (0.34)

2. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year under review.

3. RESERVES

During the year under review, no amount is transferred to any reserve account.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors have pleasure to inform you that, during the year under review, the Company has earned total revenue of Rs. 365.24 Lacs from the operations of the Company as compared to previous year revenue of Rs. 273.22 Lacs. Your Company has reported a profit of Rs. 11.46 Lacs as compared to loss of Rs. 0.34 Lacs in previous year. The Company has continued its activity of trading in cotton fabrics. Your directors are confident for the improvement in the performance of the Company in the coming years.

5. SHARE CAPITAL

At present the Authorized Share Capital of the Company stands at Rs. 75 Lacs and the paid up capital stands at Rs. 72 Lacs. There has been no change in the share capital during the period ended 31st March, 2019.

6. 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. There were no unpaid or unclaimed deposits as on 31st March, 2019.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF OUR 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.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate company for the year ended on 31st March, 2019.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of The Companies (Accounts) Rules, 2014, forms part of this Report and annexed at Annexure-1,

10. RISK MANAGEMENT

The Company has framed and adopted a "Risk Management Policy" to identify, monitor, minimize and mitigate risks and determine the responses to various risks to minimize their adverse impact on the organization. The Company is exposed to various financial risks viz. credit risk, liquidity risk, foreign currency risk, interest rate risk etc. The executive management oversees the risk management framework and the Audit Committee evaluates internal financial controls and risk management systems, However, the details of risk management objectives and policies made by the Company under the said provision are given in the notes to the Financial Statements. In the opinion of Board, there are no risk which may threaten the existence of the Company. The Risk Management Policy is placed on the website of the Company at www.aaswatrading.in.

11. 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.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIES ACT, 2013

Details of Loans covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. During the year, the Company has not provided any guarantee or security in connection with a loan and has not made any investments, hence the details are not provided.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The members may note that all the related party transactions were on arms length basis and hence disclosure in Form AOC-2 is not required. There were no materially significant transactions with any of the related parties that may have potential conflict with the interest of the Company at large. Transactions with related parties as per requirements of IND-AS are disclosed in the notes to the Financial Statements.

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 Companys policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management and the same was revised by the Board of Directors at their meeting held on 11th February, 2019 in the light of amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said revised policy is place on the Companys website at www.aaswatrading.in.

15. ANNUAL EVALUATION OF BOARDS PERFORMANCE

Pursuant to the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the policy laid down by the Nomination and Remuneration Committee (NRC), as approved by the Board of Directors, the Board has carried out an annual evaluation of its performance, its Committees and all individual Directors.

In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman & Managing Director was evaluated.

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 included in this Report as Annexure-2. The Annual Return of the Company has been placed on the website of the Company at www.aaswatrading.in.

17. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.aaswatrading.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW AND ATTENDANCE THEREOF

During the year, 4 (four) meetings of the Board of Directors were held, as required under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. viz; 29th May, 2018,13th August, 2018, 5th November, 2018 and 11th February, 2019.

Sr. No. Name of Director

Number of Board Meetings during the financial year 2018 -19

Held Attended
1 Mr. Keyur Parikh 4 4
2 Mr. Bhavesh G. Shah 4 4
3 Mr. Anish A. Shah 4 4
4 Mrs. Aashini Shah 4 4

During the year, Your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment:

1. Mr. Keyur J. Parikh : He is completing his term of 5 (five) years of his appointment as an Independent Director on 29th September, 2019 and is eligible for re-appointment for another term of 5 (five) consecutive years subject to approval of the Members by Special Resolution. Based on the performance evaluation of the Independent Directors, the Nomination and Remuneration Committee (NRC) has recommended and the Board of Directors has approved his re-appointment as an Independent Director for a term of five consecutive years commencing from 30th September, 2019. He meet the criteria of independence as prescribed under Section 149(6) of the Act and as per Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During his tenure of appointment, he shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

The Company has received requisite Notices from Member(s) under Section 160 of the Companies Act, 2013 in respect of the aforesaid Director, proposing his candidature for the office of Director. The resolutions for appointment /re-appointments of aforementioned Director along with his brief profile forms part of the Notice of the 34th AGM and the respective resolution is recommended for approval of members.

2. Ms. Urvi C. Shah : The Board of Directors on recommendation of NRC appointed Ms. Urvi C. Shah as a Company Secretary of the Company w.e.f. 7th February, 2019.

Retirement by Rotation:

in accordance with the Articles of Association and the relevant provisions of the Companies Act, 2013, Mr. Anish A. Shah retires by rotation at the ensuing Annual General Meeting of the Company and being eligible seeks re-appointment. Your Board recommends his reappointment.

Cessation;

Mr. Nareshkumar Prajapati-Company Secretary of the Company, resigned w.e.f 2nd February, 2019. Your Directors wish to place on record his sincere appreciation of services rendered by him during his association with the Company.

There was no change in the composition of the Board of Directors and Key Managerial Personnel during the year under review, except as stated above.

20. DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) and 134 (5) of the Act, 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.

21. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) and SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company at www.aaswatrading.in.

22. PARTICULARS OF EMPLOYEES

(i) The ratio of the remuneration of each director to the median employees remuneration and other 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 is annexed as Annexure - 3 to this Report.

(ii) 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. However, the said statement is not being sent along with this Annual Report to the members in line with the provisions 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.

23. AUDITORS

(a) STATUTORY AUDITORS

M/s. Mukesh M. Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 106625W) were appointed as Statutory Auditors of the Company at the 32nd Annual General Meeting held on 28th September, 2017, for a term of five (5) consecutive financial years i.e. commencing from FY 2017-18, subject to their appointment being ratified by the shareholders in every AGM.

The Companies Amendment Act, 2017 has with effect from 7th May, 2018 omitted the requirement of ratification of appointment of Statutory Auditors at every intervening Annual General Meeting and accordingly the same is not required to be placed before the Members at the Annual General Meeting.

The Statutory Auditor has given a confirmation to the effect that they are eligible to continue with their appointment and have not been disqualified in any manner from continuing as Statutory Auditor. The remuneration payable to the Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Auditors Report for FY 2018-19 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

(b) SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 as amended, the Company has appointed M/s. A. Shah & Associates, Practicing Company Secretary, Ahmedabad (Certificate of Practice No. 6560) to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2019. The Secretarial Audit Report is annexed herewith as Annexure -4.

The Secretarial Audit Report contains observation that the Company is yet to comply with the Regulation 31(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 for maintaining 100% Shareholding of promoters in Dematerialization Form.

As regard to the aforesaid observation, Board wishes to states that core promoters, holding 98.56% shares of promoters holding, had already dematerialized their shares.

The said Report and does not contain any qualification, reservation or adverse remark except mention above.

24. REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the company or to the Central Government.

25. DISCLOSURE OF COMPOSITION OF BOARD, COMMITTEE AND VIGIL MECHANISM CONSTITUTION OF BOARD

As on the date of this report, the composition of Board is as follows.

Sr No. Name of the Director Designation
1. Mr. Anish A. Shah Managing Director
2. Mrs. Aashini A. Shah Non Executive-Non Independent Director
3. Mr, Bhavesh G. Shah Independent Director
4. Mr. Keyur J. Parikh Independent Director

The composition of Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. AUDIT COMMITTEE

Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/ yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met four times during the financial year 2018-19 viz; 29th May, 2018, 13th August, 2018, 5th November, 2018 and 11th February, 2019.

The Audit committee Comprises of the following directors as on the date of the Board Report:

Sr. No. Name of Director Category Designation
1 Mr. Keyur J. Parikh Independent Director Chairman
2 Mr. Bhavesh G. Shah Independent Director Member
3 Mr. Anish A. Shah Executive Non-Independent Director Member

The details of meetings attended by Committee members are given below:

Sr. No. Name of Director

Number of meetings during the financial year 2018 -19

Held Attended
1 Mr. Keyur Parikh 4 4
2 Mr. Bhavesh G. Shah 4 4
3 Mr. Anish A. Shah 4 4

Mr. Keyur Parikh, the Chairman of the Committee had attended last Annual General Meeting of the Company held on 27th September, 2018. Further, Mr. Nareshkumar Prajapati, Company Secretary is acting as a secretary of the committee till 2nd February, 2019 then after Ms. Urvi C. Shah is acting as a secretary of the committee w.e.f 7th February, 2019.

Recommendations of Audit Committee, wherever and whenever given, have been accepted by the Board.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, one meeting was held on 11th February, 2019 inter alia, to recommend the appointment of KM Ps and to review the performance of Directors of the Company.

The NRC committee Comprises of the following directors as on the date of the Board Report:

Sr. No. Name of Director

Number of meetings during the financial year 2018 -19

Held Attended
1 Mr. Bhavesh Shah 1 1
2 Mr. Keyur Parikh 1 1
3 Mrs. Aashirti A. Shah 1 1

The details of meetings attended by Committee members are given below:

Sr. No. Name of Director Category Designation
1 Mr. Bhavesh G. Shah Independent Director Chairman
2 Mr. Keyur Parikh Independent Director Member
3 Mrs. Aashini A. Shah Non-Executive Non-Independent Director Member

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.aaswatrading.in

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations. All orders received by the Company during the year are of routine in nature which have no significant / material impact.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables it to implement internal financial control across the organisation and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of internal audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

28. LISTING WITH STOCK EXCHANGES

Your Company is listed with the BSE Limited and Ahmedabad Stock Exchange and the Company has paid the listing fees to each of the Exchanges.

29. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D, and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 does not apply to your Company and hence provisions relating to report on corporate governance are not applicable. The Management Discussion and Analysis Report forms part of this Report and are annexure as Annexure -5 to this Report.

30. GENERAL DISCLOSURE

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.

31. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors 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.

32. APPRECIATION

Your Directors express their gratitude for the dedicated services put in by all the employees of the Company.

33. 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.

FOR, AASWA TRADING AND EXPORTS LIMITED
KEYURJ. PARIKH BHAVESH G. SHAH
Date: 29th May, 2019 CHAIRMAN DIRECTOR
Place: Ahmedabad DIN:00156455 DIN:02333042