Ashiana Agro Industries Ltd Directors Report.

To The Members

Your Directors take pleasure in presenting their 29th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS

The summarized financial results for the year ended 31st March, 2019 are as follows:-

Rupees in Lacs

2018-19 2017-18
Total Income 102.85 67.99
Profit before Interest & Depreciation (-)3.47 (-)4.08
Interest: - -
Depreciation: 0.01 0.01
(-) 0.01 (-) 0.01
Profit before tax (-)3.48 (-)4.09
Less: Tax Expenses - -
Profit/Loss(-) for the Year (-)3.48 (-)4.09
Balance Loss (-) brought forward from previous year (-) 219.65 (-) 215.56
Balance carried to Balance Sheet (Loss) (-) 223.13 (-) 219.65

Keeping in view the accumulated losses and the losses for the year under review, the directors are unable to recommend payment of any dividend for the year under review.

As regards "other notes to Accounts", the directors wish to clarify that the loan has been advanced to Diadem enterprises duly complying with the relevant provisions of the Companies act, 2013 and is within the permissible limit laid down under the provisions of the said Act. Pending deployment of funds in other Projects, the company could earn interest to meet its day to day expenses and other liabilities. The loan is repayable on demand. The Company is in the process of identifying Projects wherein it can invest its funds for the long term for the benefit of its shareholders.

OPERATIONS

Commercial operations started by the company during the year under review. The new management has identified Packaging Materials business as a new area. The new management has the expertise and experience to run this type of business. The Members have passed necessary Resolution to amend the Memorandum of Association of the Company enabling the company to take up the new business.

DIRECTORS

Shri RadeshRangarajan, Director retires by rotation and is eligible for re-election. Shri Kranthikumar Chimakurthi was appointed as Independent Director in 2018 AGM w.e.f. 09th Aug., 2018. Shri V.Shankar, one of the independent directors resigned with effect from 08th Nov.,2018. Shri Vamsidhar Reddy Mandipatihas been appointed by the Board as an Independent Director for a term of five years on8th Nov., 2018. He holds office upto the Annual General Meeting. The Board recommends to Members his appointment as an independent director for a term of five years effective from 08th Nov., 2018.There is no other change in directorship.

BOARD MEETINGS

During the Financial Year ended 31.3.2019, Board Meetings held on 12.4.2018, 21.5.2018, 9.8.2018,27.9.2018, 8.11.2018 and 11.2.2019. ShriV.Shankar, one of the independent directors, has resigned with effect from 8th Nov., 2018. ShriVamsidhar Reddy Mandipati,has been appointed by the Board as an Independent Director on 8.11.2018 for a term of five years. He holds office upto the Annual General Meeting. The Board recommends to Members his appointment as an independent director for a term of five years from the date of appointment.

Your Company has a policy of appointing adequately qualified persons only to the Board keeping in view the requirements of listing agreement with the stock exchanges and the Corporate Governance guidelines.

COMMITTEE MEETINGS

During the Financial Year under reporting, Audit Committee met on 21.5.2018, 9.8.2018, 27.9.2018, 8.11.2018 and 11.2.2019. Stake holders Grievances Committee met on 6.4.2018, 7.7.2018, 8.10.2018 and 9.1.2019. Nomination and Remuneration Committee met on 21.5.2018, 9.8.2018 and 27.9.2018. Share Transfer Committee met on 10.5.2018, 6.6.2018, 30.6.2018, 4.9.2018, 10.9.2018, 26.9.2018, 17.10.2018, 30.10.2018, 6.11.2018, 26.11.20118, 1.12.2018, 18.12.2018, 31.12.2018, 13.2.2019, 20.2.2019, 6.3.2019, 22.3.2019, 29.3.2019 and 30.3.2019.

INDEPENDENT DIRECTORS

Shri V.Shankar, Independent Director resigned with effect from 8th Nov. 2018. Shri Vamsidhar Reddy Mandipati has been appointed by the Board as an Independent Director on 8th Nov., 2018 for a term of five years from the date of appointment. He holds the office upto the Annual General Meeting. The Board recommends to Members his appointment as an independent director for a term of five years from the date of his appointment. Shri Kranthikumar Chimakurthi was appointed as Independent Director in 2018 AGM w.e.f. 09th Aug., 2018and continues on the board of the Company. Shri Kranthikumar Chimakurthi and Shri Vamsidhar Reddy Mandipati independent directors, have furnished a declarations to the company under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independent directors as laid down under Section 149(6) of the Companies Act, 2013.

Independent directors held a separate meeting on 30th March, 2019 to review the operations, evaluate other directors and assess the flow of information to shareholders and regulatory compliances.

BOARD COMMITTEES

The Board Committees have been reorganized in the Board Meeting held on 08th Nov. 2018.

AUDIT COMMITTEE

ShriKranti Kumar Chimakurthi, an Independent Director was appointed as Chairman and ShriVamsidhar Reddy Mandipati, another Independent Director and MrPavan Kumar Matli, Whole time Director have been appointed as Members w.e.f. 8.11.2018. ShriV.Shankar, an independent director who was a Member of the Committee resigned w.e.f.08th Nov., 2018. Audit Committee met five times during the Financial Year on on 21.5.2018, 9.8.2018, 27.9.2018, 8.11.2018 and 11.2.2019. Shri EDM Menon, Company Secretary is Secretary to the Committee.

The role and duties of the audit committee have been defined by the Board of directors and generally cover the areas mentioned under Clause 49 of the Listing Agreement besides other terms as may be referred to the Committee by the Board of Directors from time to time.

STAKEHOLDERS GRIEVANCES COMMITTEE

Shri Radesh Rangarajan, Director continues as Chairman and Shri Pavan Kumar Matli, WTD and Dr. Mrs. Vemareddy Srutha Keerthi, Director continues as Members. Stakeholders Grievances Committee met four times during the Financial Year on6.4.2018, 7.7.2018, 8.10.2018 and 9.1.2019.

shri EDM Menon, Company Secretary is the compliance officer. The Company has attended to all valid requests for transfer received during the year ended 31st March, 2019 and no such transfer is pending.

NOMINATION & REMUERATION COMMITTEE

Upon resignation of Shri V.Shankar, independent director on 8.11.2018, the Nomination & Remuneration Committee has been reconstituted by inducting Shri Vamsidhar Reddy Mandipati, Independent Director as Chairman, Shri Krantikumar Chimakurthi and Shri Radesh Rangarajan as Members by the Board in its Meeting held on 8.11.2018. The Committee met three times during the Financial Year on 21.5.2018, 9.8.2018 and 27.9.2018 to review the remuneration of Directors, Executives and others.

SHARE TRANSFER COMMITTEE

Shri Pavan Kumar Matli, Whole Time Director continues as the Chairman of Share Transfer Committee and Shri Radesh Rangarajan and Dr. Mrs. Vemareddy Srutha Keerthi continue as Members. Share Transfer Committee met 19 times during the Financial Year on10.5.2018, 6.6.2018, 30.6.2018, 4.9.2018, 10.9.2018, 26.9.2018, 17.10.2018, 30.10.2018, 6.11.2018, 26.11.20118, 1.12.2018, 18.12.2018, 31.12.2018, 13.2.2019, 20.2.2019, 6.3.2019, 22.3.2019, 29.3.2019 and 30.3.2019. . All valid transfers/transmissions have been attended to and no transfer is pending as on 31st March, 2019.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has advanced a loan of Rs.150.00 lacs to M/s. Diadem Enterprises Pvt Ltd., Chennai at an interest rate of 10% p.a. This loan is repayable on demand. M/s. Diadem Enterprises Pvt.Ltd. is the manufacturer of multi coloured labels for various products. Other than this, your Company has not given any loan, provided any guarantees or made any investments in any other company.

CORPORATE SOCIAL RESPONSIBILITY

The Company is fully aware of its corporate social responsibility. Your company is not presently involved in any manufacturing activity and is not making any profit. As it is involved in trading activities in a limited way right now, it has very limited employees. When it expands its operations it will earmark a part of its revenue for social initiatives in and around the area of its operations.

RISK MANAGEMENT POLICY

The Company will have a risk management policy as and when it restarts its trading/manufacturing operations in a large scale.

Companys risk will be covered adequately by insurance policies in the long term.

FIXED DEPOSITS

Your Company has not accepted or invited any fixed deposits including from the Public and, as such, no amount of principal or interest was outstanding as of Balance Sheet date.

STATUTORY AUDITORS

As per Regulations, M/s.Prasan&Associates, Chartered Accountants, presently statutory auditors of the company are entitled to a term of five years and accordingly holds office upto the conclusion of the forthcoming AGM in Sept., 2019. The Board on the recommendations of the Audit Committee has identified M/s.SKBR&Associates, Chartered Accountants, No.3-1-539 Tulasi Nilayam, Lakshmipuram, Stonehousepet, Nellore - 524002 (AP) (Firm Regn.No.017755S, with the Institute of Chartered Accountants of India) for appointment as Statutory Auditors of the Company to hold office for a term of five years from the conclusion of the 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting to be held in Sept., 2024, subject to ratification of appointment by shareholders in every Annual General Meeting to be held upto Sept.,2023 on the remuneration as may be mutually agreed between the Audit Committee and the Statutory Auditors. M/s.SKBR& Associates, Chartered Accountants, Nellore, vide their letter dt.1st August, 2019 have confirmed that they fulfill the conditions prescribed under Section 141 of the Companies Act, 2013 and willing to be considered as Statutory Auditors of our Company if approved by the Members in the forthcoming AGM. The Resolution is recommended for the approval of Members by way of Ordinary Resolution.

SECERETARIAL AUDITORS

Pursuant to provisions of section 204 of the Companies Act, 2013 and Companies (appointment appointment of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has appointed Mr.T.Durga Prasad, Practising Company Secretary,Chennai, Membership No.6316 (Certificate of Practice No.154581) to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2019. The Secretarial Audit Report in the Prescribed Form No.MR – 3 dated 08th August, 2019 is annexed as Annexure ‘C. MrDurga Prasad has been re-appointed as Secretarial Auditors for 2019-20 also.

CHIEF FINANCIAL OFFICER

In accordance with the Rules, Mr.G.Nandhivarman from Chennai has been appointed as Chief Finance Officer of the Company during the Financial Year 2014-15. He continues as Chief Financial Officer. Mr.Nandhivarman is experienced and adequately qualified to look after the financial affairs of the Company.

INTERNAL AUDITORS

To comply with the Rules, Mr.Vijaya Sujanakar, Management Consultants, having his office at 23/32, Narayanasamy 2nd Street, West Saidapet, Chennai - 600 015 was appointed an Internal Auditor of the Company from Financial Year 2017-18. Audit Committee has noted that Mr.A.Vijaya Sujanakar is a person with extensive experience in Accounting, Taxation and Internal Audit matters. He has agreed to continue as an Internal Auditor of the company for the financial year 2019-20 also.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are to be furnished pursuant to Section 197(12) of the CompaniesAct, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

There are no particulars which are required to be furnished pursuant to Section 134 of the Companies Act, 2013 as the production activities of the Company remained suspended during the year under review. The company has neither earned nor utilized any foreign exchange during the year under review.

LISTING OF SHARES

The shares of the Company are listed with BSE Ltd., Mumbai. Jaipur Stock Exchange Ltd., Jaipur and Delhi Stock Exchange Assn.Ltd., Delhi have been derecognized by SEBI. Stock Exchange Regulations are complied with from time to time. Demat facilities are available with NSDL and CDSL. INE Number is INE709D01012 for CDSL and NSDL

COMPULSORY DEMAT OF SHARES

As per SEBI/BSE directive no Shares of your company can be transferred in physical form. Therefore Shareholders are requested to Demat their holdings without delay.

KYC UPDATION / INFORMATION

As per SEBI directive all shareholders may update with the company/Registrars their Aadhar Number, PAN Number and Bank Account Details.

REGISTRARS AND SHARE TRANSFER AGENT

M/s.LinkIntime India Pvt.Ltd.,Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058, Phone: +91 11 49411000: Extn-7106, Fax: +91 11 4141 0591 continue to be Companys Registrar and Share Transfer Agents. All Members are requested to contact them for any kind of share related matters.

IMPLEMENTATION OF THE CORPORATE GOVERNANCE

A detailed report on Corporate Governance is annexed hereto and forms an integral part of this Report

PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Company has no woman employee as of now as the company is on the lookout for new projects. The company will have adequate mechanism as laid down under the Rules for prevention and prohibition of sexual harassment of women as and when it employs women.

MANAGEMENTS DISCUSSION AND ANALYSIS

In terms of the provision of Reg.34 of the SEBI (Listing Obligations & Disclosure Requirements Regulations, 2015, the Managements discussion and analysis is set out in this Annual Report and forms an integral part of this Report.

INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the relevant Provisions of the Companies Act, 2013, all unclaimed/unpaid dividends are required to be transferred by the company to IEPF established by the Govt. of India after the completion of seven years. Since your company has not declared any dividends over the last 20 years, there are no funds to be transferred to the IEPF.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review,neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its Officers or Employees.

OBSERVATIONS IN THE SECRETARIAL AUDIT REPORT

Adverse observations in the Secretarial Audit report have been already remedied by appointing an Independent Director in place of resigned Independent director and reconstituting the Nomination and Remuneration Committee by including an Independent Director as Chairman.

VIGIL MECHANISM

The company has implemented Whistle Blower policy to enhance the vigil mechanism as envisaged in the Companies act, 2013, and the Rules prescribed under the (SEBI LO &DR) Reg. 2015 with a view to enable the Directors, employees and all stake holders of the company to report their genuine concerns without fear of victimisation and to have direct access to Chairman of the Audit Committee.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, as well as the evaluation of the working of its Audit and Nomination & Remuneration respectively. A separate exercise was carried out to evaluate the performance of individual Directors. The Chairman of the Board of Directors and the Chairman of Nomination & Remuneration Committee met all the Directors to get an overview of the functioning of the Board and its constituents interalia on the following broad criteria i.e. attendance and level of participation, independence of judgment exercised by Independent Directors, interpersonal relationship , composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, governance issues etc.

The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees.

GREEN INITIATIVES

Electronic copies of Annual Report 2018-19 and the Notice of the 29th AGM are sent to all the Members whose email IDs are registered with the Company/Depository Participants. For Members, whose email IDsare not registered, physical copies are sent in the permitted mode.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that while preparing the Annual Financial statements the Company has adhered to the following:-

1. In the preparation of the said financial statements the company has followed the applicable standards, referred to in Section 133 of the Companies Act, 2013.

2. The Company has followed the said Accounting Standards and has been applying them consistently and has made judgment and estimates that are reasonable, prudent and are in the interest of the companys business, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2019 and the Profit/Loss of the Company for the said period.

3. The Directors 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.

4. The Directors have prepared the financial statements on a going concern basis.

5. The Directors have laid down internal financial controls which are adequate and are operating effectively.

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

By Order of the Board of Directors
Sd/- Sd/-
Place: Chennai Radesh Rangarajan Pavan Kumar Matli
Date: 8th August, 2019 Director Whole Time Director

ANNEXURE A TO THE DIRECTORS REPORT

FORM AOC-1

The Company has no subsidiary company/joint venture company/associate company and therefore, no information is required to be provided in this section.