Dear Members,
This is to apprise the members that pursuant to an application made by Dena Bank, the
Honble National Company law Tribunal, Mumbai Bench ("Adjudicating Authority"),
vide its order dated 21st January, 2019 had ordered the commencement of the
corporate insolvency resolution ("CIR") process in respect of your company under
the provision of the Insolvency and bankruptcy Code,2016 (the "Code").
Thereafter, in accordance with Section 17 of the Code, the powers of the Board of
Directors ("Board") stood suspended and Mr.Ankur Kumar appointed as interim
resolution professional of the Company who was later confirmed as Resolution Professional
of the Company on 20th February, 2019 for the management of the affairs of the
Company ("RP"/"Resolution Professional").
During the financial year M/s Safex Realtor Private Limited had submitted EOI and
Resolution Plan . The Resolution Plan was approved by Committee of creditor with voting of
82% there after resolution plan was approved by Honble NCLT Mumbai Bench on 13/11/2020.
One of the financial creditor i.e. Bank of Baroda filed application before Honble NCLT.
Further the Adjudicating Authority directed to maintain status-quo in relation to the
Resolution Plan and not to disburse any amount until further orders and thereafter Honble
NCLT vacated status-quo and same was challenged before Honble NCLAT Delhi by the Bank of
Baroda. Further the Adjudicating Authority (NCLAT) directed to continue status-quo in
relation to the Resolution Plan and not to disburse any amount until further orders.
In compliance with the provision of Section 134(3) of the Companies Act, 2013, a report
containing the details and information as required to be disclosed in the Directors
Report to the Shareholders of the Company is provided hereunder.
This Report was discussed in a meeting held with the Key Management Persons and
thereafter taken on record by the Resolution Professional. Accordingly, Report for the
year ended 31st March, 2021 is as under.
FINANCIAL HIGHLIGHTS
|
2020-2021 |
2019-2020 |
|
(Rs. in Lacs) |
(Rs. in Lacs) |
| Revenue from operations & other income |
0.11 |
- |
| Finance Cost |
0.31 |
- |
| Depreciation and Amortization Expense |
183.36 |
183.36 |
| Other expenses |
47.82 |
26.83 |
| Provision for Tax |
|
|
| Current Tax |
0.00 |
0.00 |
| Deferred Tax Assets/(Liabilities) |
(40.33) |
(38.82) |
| Profit/Loss after Tax |
(271.44) |
(249.02) |
Note: Previous year figures have been regrouped/ rearranged wherever necessary.
DIVIDEND
There is no recommendation of Dividend on the Equity Shares of the Company.
REVIEW OF PERFORMANCE
During the year, the Turnover of Company is NIL as against Nil in respect of the
previous Financial Year ended 31st March, 2020. The Profit/ Loss after Tax decreased to Rs
(271.44) Lac in the Financial Year ended 31st March, 2021 as against Rs. (249.02) Lac in
the previous financial year ended 31st March, 2020 after considering deferred
tax of Rs. (40.33) Lac as against (38.82) Lac in the previous financial year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
All the Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Act and Clause 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") entered into with the Stock Exchanges. In the opinion of the Board,
they fulfill the conditions of independence as specified in the Act and the Rules made
there under and are independent of the management.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as "Annexure A".
MEETINGS OF THE BOARD
No meetings of the Board of Directors and audit committee were held during the year.
For further details.
DIRECTOR EVALUATION
In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment)
Regulations, 2018, a company Undergoing CIR process is not required to comply with the
requirement of conducting evaluation of the independent directors. Therefore, subsequent
to commencement of the CIR process the evaluation of the independent directors of the
company was Not required to be carried out under the provisions of the Regulation 17(10)
SEBI LODR Regulations. Further, in accordance with Rule 8(4) of the Companies (Accounts)
Rules, 2014, the board of directors of a company are required to evaluate its own
performance and that of its committees and individual directors. However pursuant to
commencement of the CIR process of the company, the powers of the board of directors stand
suspended and are exercised by the interim resolution professional or the resolution
professional, as the case may be, in accordance with the provisions of the Code.
DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to commencement of the CIR process of the company, the powers of the board of
directors stand suspended and are exercised by the resolution professional, as the case
may be, in accordance with the provisions of the Code.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to commencement of the CIR process of the company, the powers of the board of
directors stand suspended and are exercised by the resolution professional, as the case
may be, in accordance with the provisions of the Code.
REMUNERATION POLICY
Pursuant to commencement of the CIR process of the company, the powers of the board of
directors stand suspended and the Company is under CIR Process, the approval of CoC is
necessary for the appointment and remuneration of Directors and Key Managerial personnel
of the Company
DIRECTORS RESPONSIBILITY STATEMENT / STATEMENT BY THE COMPANY SECRETARY AND TAKEN ON
RECORD BY RESOLUTION PROFESSIONAL:
To the best of knowledge and beliefs and according to the information and explanations
obtained by management, Company Secretary make the following statement in terms of Section
134(3)(c) of the companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended March
31, 2021, the applicable accounting standards have been followed and there is no material
departures;
b. theAuditor have selected such accounting policies and applied them consistently and
made judgment and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2021 and of the profit of the
Company for the year ended on that date;
c. the Auditor have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. the Auditor have prepared the annual financial statements have been prepared on a
going concern basis;
e. the Auditor have laid down internal financial controls to be followed by the Company
and such internal financial controls are adequate and operating effectively;
f. the Auditor have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Company.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls.Significant audit
observations and recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any. In staying true to our values of Strength,
Performance and Passion and in line with our vision of being one of the most respected
companies in India, the Company is committed to the high standards of Corporate Governance
and stakeholder responsibility. The Company has a Fraud Risk and Management Policy to deal
with instances of fraud and mismanagement, if any.
The Policy ensures that strict confidentiality is maintained whilst dealing with
concerns and also that no discrimination will be meted out to any person for a genuinely
raised concern.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
&Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2020-21.
| No of complaints received |
: Nil |
| No of complaints disposed off |
: Nil |
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by designated employees of the Company. The Code
requires pre-clearance for dealing in the Companys shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession
of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed.
RELATED PARTY TRANSACTIONS:
All transactions entered by the Company with Related Parties were in the Ordinary
Course of Busin ess and at Arms Length pricing basis. There were no materially
significant transactions with Related Parties during the financial year 2020-21 which were
in conflict with the interest of the Company. Suitable disclosures as required under AS-18
have been made in Notes to the financial statements.The Company has also adopted Related
Party Transaction Policy as required under Regulation 23 of SEBI Listing Regulations.
The Board has approved the policy on Related Party Transactions. The policies have been
upl oaded on the Companys website, under the web
linkhttp://asahiind.com/wp/related-party-transactions.
All related Party Transactions prior to the commencement of the CIR process were
authorized by the Audit Committee / Board, as applicable for approval and thereafter by
the Resolution Professional who in turn, was authorized by the COC.
Material changes and commitments affecting the financial position of the Company which
have occurred between March 31, 2021.
There were no material changes and commitments affecting the financial position of the
Company between the end of financial year (March 31, 2021).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure
-B to the Boards report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures relating to remuneration and other details as required under Section 197
(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
The information required pursuant to Section 197 (12) of the Companies Act, 2013 read
with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of the employees of the company, will be provided upon
request.
In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are
being sent to the Members and others entitled thereto, excluding the information on
employees particulars which is available for inspection by the Members at the Registered
Office of the Company during business hours on working days of the company up to the date
of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary in this regard.
FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Detail of loans, investments, guarantees and securities covered under the provision of
section 186 of Companies Act 2013 are given in the notes to the financial statement.
INSURANCE:
The properties, stock, assets of your Company are adequately insured.
REPORT ON CORPORATE GOVERNANCE
The Company is fully compliant with the Corporate Governance guidelines, as laid out in
Chapter IV of SEBI Listing Regulations.
The details of the Code of Conduct are furnished in the Corporate Governance Report
attached to this Report. Chairman has given a certificate of compliance with the Code of
Conduct, which forms part this Directors Report, as required under Chapter IV of SEBI
Listing Regulations.
M/s. Rishi Sekhari& Associates., Practicing Chartered Accountants, Statutory
Auditor of the Company has examined the requirements of Corporate Governance with
reference to Chapter IV of SEBI Listing Regulations and has certified the compliance, as
required under Chapter IV of SEBI Listing Regulations. The Certificate in this regard is
attached to this Report.
HUMAN RESOURCES MANAGEMENT
The Company recognizes that in a people-intensive business, major gains can be scored
in the area of productivity management. In view of this, the Company has strengthened its
people management through performance-linked incentives, amenities, training,
Multi-skilling and career path identification.
The Company is of firm belief that good Human Resource (HR) Management would ensure
success through high performance. HR strategy and plans of the Company are deeply embedded
with the organizational goals. In order to enhance the manpower productivity, the goal is
set to increase the production capacity of the plant and rationalize the manpower through
scientific study. All the operational goals of the top management emanate from the
business plan. The goals of MD are shared with his subordinates who in turn share their
goal with their respective subordinates and so on. Regular visits by HR team is being made
to the plant to meet the employees and also interaction meetings are conducted to get
their feedback, based on which HR policies are improved continuously. The process has
resulted in better employer-employee relationship.
The Company lays due emphasis on all-round development of its human resource. Hence,
training of the employees is aimed at systematic development of knowledge, skills,
aptitude and team work. Training is designed for the development of personal skills
necessary for the performance of the present job and to prepare them for future growth.
Individual development is given top priority to groom high caliber manpower.
INDUSTRIAL RELATIONS:.
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion & Analysis Report, which form an integral part of this
Report, are set out as separate Annexure, together with the Certificate from the auditors
of the Company regarding compliance with the requirements of Corporate Governance as
stipulated in Chapter IV of SEBI Listing Regulations.
CONSERVATION OF ENERGY:
a) Company ensures that the manufacturing operations are conducted in the manner
whereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilization of energy
are not quantitative, its impact on cost cannot be stated accurately.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
AUDITORS REPORT / SECRETARIAL AUDIT REPORT:
The observation made in the Auditors Report read together with relevant notes thereon
are self explanatory and hence, do not call for any further comments under Section 134 of
the Companies Act, 2013. As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. Certain observations made in the report
with regard to non filing of some forms were mainly due to ambiguity and uncertainty of
the applicability of the same for the relevant period. However, the company would ensure
in future that all the provisions are compliedto the fullest extent.
SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed pushpendrapratap singh, Company Secretaries in practice to undertake the
Secretarial Auditor of the Company.
COST AUDITOR
As per the requirements of Central Government and pursuant to the provisions of Section
148 of the Companies Act, 2013, your Company carries out an audit of cost records every
year.
STATUTORY AUDITOR
M/s. Rishi Sekhri&Associates, Chartered Accountants, (Membership No. 126656 &
Firm Registration No.128216W) has been appointed as Auditors of the Company. In accordance
with the provisions of Section 139 of the Act, M/s. Rishi Sekhri & Associates,
Chartered Accountants, (Membership No. 126656 & Firm Registration No.128216W) to hold
office till the conclusion of the Twenty Nine Annual General Meeting of the Company to be
held in the year 2022, subject to ratification of such appointment by the Members at every
subsequent Annual General Meeting, if so required under the Act.
ACKNOWLEDGEMENT
The Resolution Professional together with the KMP expresses their sincere thanks to all
employees and support extended by Banks, Consultants, Solicitors, Shareholders and
Employees of the Company.
|
Sd/- |
Sd/- |
| Place: Mumbai |
MANOJKUMAR SHARMA |
PUSHPENDRA PANDEY |
| Date: 06th December, 2021 |
(Suspended Director) |
(Suspended Director) |
|
DIN:01884806 |
DIN:07313333 |
|
Taken on record |
|
|
sd/- |
|
Ankur Kumar |
|
Resolution Professional |
+91-9892691696
