Aseem Global Ltd Directors Report.

To

The Members

Your Directors are pleased to present the 32nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

Particulars Year 2014-15 Year 2013-14
Total Income (including Exceptional Items) 234.45 369.78
Less: Operating, Administrative & other Exp. 239.05 362.90
Earnings before interest and depreciation (4.6) 6.88
Less: i) Interest 4.95 4.15
ii) Depreciation 0.24 0.51
Profit before Tax (9.80) 2.22
Less: provision for Tax - -
i) Current - (0.85)
ii) MAT credit entitlement - -
iii) Deferred tax assets credit/(charge) (0.05) 0.02
iv) Provision for tax relating to prior years - -
Profit after Tax (9.85) 1.35
Add: Balance of Profit as per last Balance Sheet - -
Add: Reversal of Dividend (F/y 2010-11) - -
Balance available for appropriation (6.34) 4.53
Less: Appropriation
i) Proposed Dividend – Final - 0.10
ii) Tax on Dividend - 0.02
iii) Transfer to General Reserves - 1.00
Balance carried over to Balance Sheet (6.34) 3.41
EPS (of Rs. 10/- each) (4.54) 1.28
Networth 15.25 25.01

PERFORMANCE HIGHLIGHTS

In the competitive and challenging business environment, the overall performance of Your Company’s net profit after tax has reduced to loss of Rs.(9.85) crores from 1.35 crores profit as achieved during the Financial year 2014-15. The loss has been due to increase expenses on account of volatile market conditions and also due to sharp depreciation of Indian currency vis--vis the foreign Currencies. The Company reported the net revenue of Rs.234.45crores, a decrease of 15.84% over f/y 2014. The earnings per share (Basic & Diluted) as on March 31, 2015 stood at Rs. (9.31).

EXPANSION AND FUTURE PROSPECTUS

Companies focus will be on to get new good customers and supplier, and also to increase efficiency in Trading. Due to loss in the manufacturing business, Company has decided to temporarily deviate their entire focus on the Trading business.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There was no material change and commitment’s which affect the financial position of the company subsequent to the date of financial statement.

DIVIDEND

Due to profit there is no declaration of any dividend in this financial year.

DIRECTORS

(i) Directors & Key Managerial Personnel (Appointment & Resignation)

During the year, the following changes took place in the Board of your Company:

a) Key Managerial Personnel

Mrs. Pallavi Agarwal has been resigned from the post of company secretary w.e.f from 30th June 2014. Ms Anita Dahiya has been resigned from the post of company secretary w.e.f from 25th March 2015.

b) Directors

Mrs. Ira Rastogi has been resigned from the post of Non Executive Director w.e.f from 01st June 2015.

(ii) Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Mudit Rastogi, Whole Time Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Brief profile of Mr. Mudit Rastogi as required under Clause 49 (VIII) (E) of the Listing Agreement is provided in the Corporate Governance, attached thereto.

(iii) Declaration from Independent Directors

The Company has received necessary declaration from all the independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that all the independent Directors of the Company meet with the criteria of their independence laid down in Section 149(6).

(iv) Board Annual Evaluation

In compliance with the provisions of the Companies Act, 2013, the Board during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board.

Nomination & Renumeration Committee has approved the draft evaluation formats for the Board, Executive and

Non Executive Directors and Chairperson of the company considering qualification, expertise, attributes and various parameters based on which evaluation of the Board has to be carried out by the company.

(v) Board Meeting

During the financial year 2014-15, Nine Board meetings were held on 30.05.2014, 16.07.2014, 13.08.2014, 01.09.2014, 30.09.2014, 14.11.2014, 30.12.2014 and 13.02.2015, 24.03.2015.

COMPOSITION OF AUDIT COMMITTEE

The Composition of Audit Committee of the Company is given in Corporate Governance Report, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Director’s Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followealongwith 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 profit and 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, in the case of a Listed Company, 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Director’s Report is enclosed in Annexure I.

AUDITORS AND AUDITORS REPORT

(i) Statutory Auditors

M/S K.N. Gutgutia & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible for reappointment, offered themselves for reappointment.

The notes of the accounts referred to in the Auditors Report are self explanatory.

(ii) Secretarial Auditors

The Company has reappointed M/s. S. K Jha & Associates, Company Secretaries as Secretarial Auditors to conduct the secretarial and related records of the Company for financial year ended 31st March, 2016.

Secretrial Auditor report is annexed herewith as Annexure II for the financial year 2014-15 which is self- explanatory.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

Conservation of Energy:

Information relating to conservation of Energy, Technology Absorption etc., in terms of Section 134(3) (m) of the Companies Act, 2013 read with relevant rules is annexed herewith.

FIXED DEPOSITS

During the year the Company has not received any new deposit from the public under Section 73 to 76 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules. But Company has outstanding deposits under Section 1956 of the Companies Act. The company is making best effort to comply the provisions for repayment of deposits.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There are no material orders passed by the regulators or Courts or Tribunals impacting the going concern status and company’s operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The adequacy of Internal Financial Controls is also discussed in Management Discussion and Analysis, as Stipulated under Clause 49 of the Listing agreement with the Stock Exchanges, which forms part of the Director Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any transaction of Inter- Corporate Loan & Investment during the year.

POLICIES

(i) Renumeration Policy

The Board of Directors has adopted a policy relating to the renumeration for the directors, key managerial personnel and other employees based on the recommendation of Nomination and Renumeration Committee. Renumeration policy has been placed on the website of the Company. www. aseemglobal.com

(ii) Risk Management Policy

The Board of Directors has constituted Risk Management Committee for the development and implementation of Risk Management policy for the company. During the year one meeting was held wherein Committee has advised to the Management framework is in the process of development.

(iii) Whistle Blower Policy/ Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established Vigil Mechanism for directors, employees, suppliers, contractors and other stakeholders etc of the Company. The same is also intended to cover the Whistle Blower Policy under the aspect of Clause 49 of the SEBI’s listing agreement. The purpose and objective of this policy is to cover the serious concerns that would have a larger impact on images and values of the company due to incorrect financial reporting of serious improper conduct. The whistle Blower Policy has been placed on the website of the Company on www.aseemglobal.com

LISTING

The Equity Shares of your Company continue to be listed on Bombay Stock Exchange Limited (BSE), and Delhi Stock Exchange Limited. There is no default in payment of Annual Listing fees and annual custodian fee in respect of shares held in dematerlisation mode of NSDL and CDSL.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the Company’s equity shares have been made available for dematerialisation in electronic form in Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail the service, shareholders can dematerialized the shares in the electronic form.

ANNUAL EVALUATION

The Company has carried out evaluation of Board, Executive Directors, Independent Directors and Chairperson. It is opinioned that the Company’s Board composition, structure, processes and working procedure are well laid. Board members have adequate expertise drawn from diverse industries, Banking, Administration, Technical, business and bring specific competencies relevant to the company’s business. Information flow from Management to the Board and Committees are timely and acceptable quality. The Board deliberations and participation of members were found to be quite satisfactory and the Board’s overall functioning is effective.

RATIO OF RENUMERATION TO EACH DIRECTOR

Details/Disclosures of Ratio of Renumeration to each Director to the median employee’s renumeration is annexed herewith as Annexure-IV.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain the highest standards of corporate governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of India’s Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulation prescribed.

The Report on Corporate Governance along with the Certificate from the Auditors of the company regarding the compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the stock exchanges is annexed herewith as Annexure-VI and forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Sec.197 read with Rule 5 of the Companies (Appointment & Renumeration of Managerial Personnel) Rules, 2014 in respect of the employees of the company in terms of Section 136 of the Act, This Annual Report is being sent to all the members and others entitled thereto, excluding the said annexure. Members who are interested in obtaining these particulars may write to the Company Secretary of the Company at the registered office of the Company. The aforesaid annexure is also available for inspection by the members at the registered office of the

Company. 21days before the 32nd Annual General Meeting and upto the Date of Annual General Meeting during the business hours on working days.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all the company’s employees for their enormous efforts as well as their collective contribution to the company’s performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Company’s Bankers, Oriental Bank of Commerce.

Your Directors also take this opportunity to convey their thanks to the Company’s valued customers, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors of
ASEEM GLOBAL LIMITED
Sd/-
Place: New Delhi (Tanuj Rastogi)
Dated: 28/08/2015 Chairman & Managing Director

Annexure “A” To Directors Report (2014-15)

Particulars required under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013.

Conservation of Energy

AT HEAD OFFICE UNIT

Following are the key changes done during the year to conserve energy:-

1. Installation of CFL lights fittings in unit.

2. Installation of 4 motors by using 30kb for power consumption. Remaining 30kb will be used as per requirements.

3. Installation of Spectrometer.

4. Restructure of the Sitting Arrangement

Research and Development (R & D)

A) Specific Areas in which R & D carried out by the company

1. Development and testing of different types of alloys;

2. Evaluation to enhance the use of metal in a better way;

3. The Company is conducting its R & D activities for developing the process of manufacturing of Zinc, ZAMC2,

ZAMC3,ZAMC5 & Zinc specific.

B) Benefit derived as a result of the above R&D

1. Improvement in value realization from by - products and waste;

2. Ensuring product quality;

3. Quality evaluation of finished products and raw materials.

4. Effective utilization of jarofix, a waste product of hydro-smelters.

5. Increase in Market Share

C) Future plan of action for FY 2016

1. To raise the additional Capital to make the Manufacturing unit more efficient

2. Improvement of process and resource use efficiencies.

3. To cover the some big clients to supply our product such as Tata, Maruti, TVs’, Bajaj, Honda etc;

4. Installation of Pulvenizer Equipment to segregate the ash in metallic and non metallic;

5. Installation of Automatic Creasing Machine for automatic cutting;

6. Installation of Four Furnaces for expansion of aluminum alloys & copper alloys.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. In Crores)

Particulars March 31, 2015 March 31, 2014
Foreign Exchange Fluctuation : Loss/(Gain) 0.11 1.14
Value of Import 18.90 52.93
Forex Expenditure 0.00 2 0.02

Form A

Form for disclosure of particulars with respect to conservation of energy

(Rs. In Crores)

Particulars Year Ended 31.03.2015 Year Ended 31.03.2014
1. Purchased
Unit 24645 42,880
Total Amount 185579 3,23,212
Average Rate/Unit 7.53 7.53
2. Furnace Diesel
Quantity (Ltr.) 3,52,651 1,22,312
Total Cost 19,39,232 67,27,155
Average Rate 54.99 54.99

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of The Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Aseem Global Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Aseem Global Limited (name of the company).(hereinafter called the company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon we report that –

a. Maintenance of Secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our Audit.

b. We have followed the Audit Practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

c. We don’t verify the correctness and appropriateness of the financial statements of the company.

d. Where ever required, we have obtained the management representation about the compliances of law, rules and regulations and happening of events etc.

e. The Compliance of the provisions of the corporate and other applicable laws, rules and regulations, standards is the responsibility of the management. Our examination was limited to verification of procedures on test basis.

f. The Secretarial Audit Report is neither an assurance as to future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Based on our verification of the Aseem Global Limited (name of the company’s) books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended on 31st

March 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in placed to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by “the Company” for the financial year ended on 31st March 2015, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

- The Company has faced delays in repayment of Public Deposits and Interest due to financial losses in the year 2014-2015. However, they are in discussions with depositors to resolve the issue at the earliest as informed by the management.

- The Company has not defaulted in payment of Statutory dues but defaulted in payment of Income Tax dues of Rs. 74,76,656/- for assessment year 2014-2015.

- The company’s Working Capital Loan, Principal and Interest, has been restructured by Oriental Bank of Commerce via Letter No. CN/0502/2014-15 dated on 30th December 2014.

- The Board of Directors of the Company had recommended Dividend for the financial year 2013-14 for approval in AGM but majority of shareholders voted against the resolution of Declaration of Dividend. Hence dividend declared by the board cannot be distributed.

- All the declared dividend amount duly paid to shareholders and the entire unpaid divided amount transferred to Unpaid Dividend Account. As the Company has not declared any dividend in Year 2006-2007 so no amount of unclaimed dividend credited to Investor Education and Protection Fund Pursuant to rule 3 of the (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012]

- The Company Secretary of the company Resigned w.e.f. 25th March 2015. The post has been laying vacant since then.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under duly complied.

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under were duly complied.

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; were duly complied as disclosed by the Management of the company.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The Company has filed all discloser within prescribed time and duly complied all the provisions as disclosed by the Management of the company.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company has filed all discloser within prescribed time and duly complied all the provisions as disclosed by the Management of the company.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. The said regulations were not applicable to the company during the year ended 31-03-2015.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.The said Guidelines were not applicable to the company during the year ended 31-03-2015.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. The said regulations were not applicable to the company during the year ended 31-03-2015.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. The said Regulation in relation to the Companies Act and dealing with client provisions were duly complied.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. The said regulations were not applicable to the company during the year ended 31-03-2015.

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. The said regulations were not applicable to the company during the year ended 31-03-2015.

(vi) The company is importing the Goods and materials for their trading and manufacturing business. The applicable provisos so the provisions of the Customs Act 1962, and the Excise Act applicable on the company as informed by the management the company has not defaulted in compliance of the Indian customs Act, 1962.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited, Mumbai and Delhi Stock Exchange, Delhi; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. to the extent applicable as mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Mrs. Ira Rastogi resigned from the post of Chairperson and Managing Director and continued as Non Executive Director, Mr. Tanuj Rastogi appointed as Managing Director of the company and Mrs. Rajani Sharma resigned from the post of Director. Mr. Mudit Rastogi continued as Whole Time Director. Adequate notice were given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Note: Please report specific observations / qualification, reservation or adverse remarks in respect of the Board Structures/ system and processes relating to the Audit period. N.A.

Some of the Provisions that is not applicable on the company during the year:
(i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc. - N.A.
(ii) Redemption / buy-back of securities - N.A.
(iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013 - N.A.
(iv) Merger / amalgamation / reconstruction, etc. - N.A.
(v) Foreign technical collaborations - N.A.

We further report that during the audit period the company has given full corporation and give details of specific events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

For S.K. Jha & Associates
Company Secretaries
Sd/-
Date: 30th May 2015 Sanjay Kumar Jha
Place: New Delhi Prop.
M. No. –5076
C.P. No.:3749

Note: Para wise details of the Audit finding, if necessary, may be placed as annexure to the report.