Ashnisha Indus. Director Discussions


To,

The Members,

Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2023.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results

(Rs. In Lakhs)

Particulars

Year ended 31/03/2023

Year ended 31/03/2022

Standalone Consolidated Standalone Consolidated
Total Revenue 719.70 2137.78 50.30 1127.99
Expenditure 639.51 1993.93 63.51 907.03
Depreciation 0.18 29.95 0.33 98.08
Profit/(Loss) before Tax 80.01 113.91 (13.54) 122.87
Current Tax 12.84 12.77 - 26.09
Deferred Tax - 11.26 - 54.60

Profit/(Loss) after Tax

67.18 89.88 (13.54) 42.18

2. PERFORMANCE:

The Company has managed to earn reasonable amount of revenue during the year under review. The Management of the Company is incessantly taking efforts for the growth of the Company. The Company is engaged in the business of trading of various steel products and trading of goods.

3. DIVIDEND:

Due to loss during the year, the Company is not able to declare Dividend.

4. TRANSFER TO RESERVE:

Reserves & Surplus at the end of the year stood at Rs. 13,52,37,296/- as compared to Rs. 8,86,08,243/- at the beginning of the year.

5. SHARE CAPITAL:

The Company has only one class of shares equity shares with face value of Rs.1/- each as on 31st March, 2023. The authorized share capital of the company is Rs. 10,00,00,000/- divided into 10,00,00,000 equity shares of Rs. 1/- each and the paid up share capital of the company was Rs. 9,90,00,000/- divided into 99,00,000 equity shares of Rs. 10/- each as on March 31, 2023.

During the year under review the Company had sub-divided 1 (One) Equity Share of the Company having Face Value of Rs. 10/- each into 10 (Ten) Equity Shares of the Company having Face Value of Re. 1/- each with effect from 23/06/2022.

During the year under review the Company had made allotment of 6,88,12,360 equity shares on preferential basis in the Board Meeting held on 15/09/2022.

Subsequent to the close of the financial year of the Company to which the balance sheet relates, the Company has increased its Authorised Share Capital of the Company from existing Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Re. 1/ - (Rupee One) each to Rs. 10,25,00,000/- (Rupees Ten Crore Twenty Five Lakh only) divided into 10,25,00,000 (Ten Crore Twenty Five Lakh) Equity Shares of Re. 1/ - (Rupee One) each by passing resolution in the Extra Ordinary General Meeting held on 22nd, June, 2023.

6. 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.

7. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

During the period under review, a number of energy conservation initiatives were adopted and were taken by the Company. There are no plans to bring in any sort of technology for the project and hence information regarding its assimilation is not applicable. There was no study activities carried out during the year as well as no foreign exchange proceeds or outgo during the year. The information pertaining to foreign exchange income or outgo during the year is given in ANNEXURE I.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has one subsidiary viz Adzillow Private Limited (formerly known as EZI Ventures Private Limited).

As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Boards Report has been prepared on standalone financial statements and a report on performance and financial position of the subsidiary included in the consolidated financial statements is included in Form AOC 1 and consolidated performance and financial summary given here in above.

In accordance with third proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.ashnisha.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Companys registered office.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 8 (1) of the Companies

(Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of your Companys Subsidiary in Form AOC-1 is attached to the Financial Statements.

There are no Joint Ventures/Associate Companies.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

12. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 10 (Ten) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under.

Sr. No.

Date of Board Meeting held during the year

Name of Directors attended the Meeting

1. 28/04/2022 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
2. 30/05/2022 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
3. 03/06/2022 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
4. 29/06/2022 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
5. 05/07/2022 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
6. 13/08/2022 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
7. 15/09/2022 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
8. 14/11/2022 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
9. 27/12/2022 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
10. 07/02/2023 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah

The Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

13. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: www.ashnisha.in.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a Net Worth of Rs. 500 Crores or more or an annual turnover of Rs. 1000 Crores or more or with a net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present, the Company is not required to form a CSR Committee in this regards as none of the above referred limits have been triggered.

15. INSURANCE:

All the Properties of the Company are adequately insured.

16. RELATED PARTY TRANSACTIONS:

There was significant related party transactions entered between the Company, Directors, management, or their relatives. Hence, disclosure in Form AOC-2 is provided as Annexure II.

All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2022-23 were in the ordinary course of business and on an arms length basis as disclosed in the financial statements and were reviewed and approved by the Audit Committee. The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions as per the format specified in the relevant accounting standards to the stock exchanges on a half-yearly basis.

17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning. In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ashok C. Shah (DIN: 02467830) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

The Company had, pursuant to the provisions of Regulation 17 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, appointed Mrs. Daxaben M. Shah (DIN: 08054390), and Mr. Chandrakant N. Chauhan (DIN: 08057354), as Independent Directors of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Ashok C. Shah (Managing Director) and Ms. Dimpal J. Solanki (Company Secretary) under the key managerial personnel of the Company.

However Mr. Ashok Chinubhai Shah, Managing Director (DIN: 02467830) unwilling to continue as Managing Director due to pre occupancy elsewhere with effect from 29th June, 2022.

Mr. Ashok Chinubhai Shah, director of the company has been re-designated and appointed as Managing Director of the company to hold the office for continuous period of 5 years, i.e. 27th December, 2022 to 26th December, 2027, subject to approval of members at ensuing general meeting. We further like to confirm that there was no other material reason for his resignation and he will continue as Non-Executive and Non-Independent Director of the company.

18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at their separate meeting held on 24/03/2023 has evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors: (b) For Executive Directors:

- Knowledge and Skills - Performance as Team Leader/Member.

- Professional conduct - Evaluating Business Opportunity and analysis of Risk Reward Scenarios - Duties, Role and functions - Key set Goals and achievements - Professional Conduct, Integrity - Sharing of Information with the Board The Directors expressed their satisfaction with the evaluation process.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director. No remuneration is paid to any of the Directors of the Company.

20. MANAGERIAL REMUNERATION:

The Company had not paid any remuneration to Executive Directors or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended 31st March, 2023.

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as ANNEXURE - III. 21. INDEPENDENT DIRECTORS MEETING

Independent Director of the Company had met during the year under review. The meeting of the same was held on March 24, 2023.

22. COMMITTEES OF THE BOARD:

As per the requirement of the Companies Act, 2013 read with Rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 various Board committees have been formed for better governance and accountability viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

The terms of reference of each committee are determined by the Board as per the requirement of law and their relevance is reviewed from time to time.

1. AUDIT COMMITTEE: As a measure of good Corporate Governance and to provide assistance to the Board of

Directors in fulfilling the Boards responsibilities, an Audit Committee had been constituted by the Board. The terms of reference of this committee covers matters specified under Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 and other matters referred by the Board from time to time. Committee lays emphasis on adequate disclosures and compliance with all relevant statues.

Main areas are deliberated as under. a. To provide an open avenue of communication between the independent auditors, internal auditors and the Board of Directors (BOD). b. To oversee the work of the independent auditors for the purpose of preparing or issuing an audit report or related work. c. Relying on the review and discussions with the management and the independent auditor, the Audit

Committee believes that the Companys financial statements are fairly presented in conformity with IND-AS in all material aspects. d. To consider and review the adequacy of internal control including computerized information system controls an periodically to the Board of Directors on significant activities.

The Constitution of the committee and the attendance of each member of the committee are given below:

The Committee comprises of three Directors. All members of the Audit Committee are financially literate. In the financial year 2022-23, audit committee meetings were held on 30/05/2022, 13/08/2022, 14/11/2022 & 07/02/2023. Composition of committee as on 31st March, 2023 and members attendance at the meetings during the year are as under:

Sr.

Name & DIN of the Director

Status

Category

1

Mr. Chandrakant N. Chauhan (DIN: 08057354)

Chairman

Non-Executive Independent Director

2

Mrs. Daxaben M. Shah (DIN: 08054390)

Member

Non- Executive Independent Director

3

Mr. Shalin A. Shah (DIN: 00297447)

Member

Non-Executive Director

Attendance of each member of the Audit Committee:

Committee Members

Meetings held Meetings attended
Mr. Chandrakant N. Chauhan 4 4
Mrs. Daxaben M. Shah 4 4
Mr. Shalin A. Shah 4 4

2. NOMINATION AND REMUNERATION COMMITTEE:

The Company is having a Nomination and Remuneration Committee comprising of following Directors:

Sr. Name & DIN of the Director

Status

Category

1 Mrs. Daxaben M. Shah (DIN: 08054390)

Chairperson

Non- Executive Independent Director

2 Mr. Shalin A. Shah (DIN: 00297447)

Member

Non- Executive Director

3 Mr. Chandrakant N. Chauhan (DIN: 08057354)

Member

Non- Executive Independent Director

In the financial year 2022-23, one meeting of Nomination and Remuneration committee was held on 27/12/2022.

Attendance of each member of the Nomination and Remuneration Committee:

Committee Members

Meetings held Meetings attended
Mrs. Daxaben M. Shah 1 1
Mr. Shalin A. Shah 1 1
Mr. Chandrakant N. Chauhan 1 1

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company is having a Stakeholders Relationship Committee comprising of following Directors:

Sr.

Name & DIN of the Director

Status Category
1 No. Mrs. Daxaben M. Shah Chairperson Non- Executive Independent Director
(DIN: 08054390)
2 Mr. Ashok C. Shah Member Executive Director
(DIN: 02467830)
3 Mr. Chandrakant N. Chauhan Member Non- Executive Independent Director
(DIN: 08057354)

In the financial year 2022-23, four meetings of Stakeholders Relationship were held on 30/05/2022, 13/08/2022, 14/11/2022 & 07/02/2023.

Attendance of each member of the Stakeholders Relationship and Share Transfer Committee:

Committee Members

Meetings held Meetings attended
Mrs. Daxaben M. Shah 4 4
Mr. Ashok C. Shah 4 4
Mr. Chandrakant N. Chauhan 4 4

23. AUDITORS:

A. Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. GMCA & Co., Chartered Accountants (Firm Reg. No. 109850W) was appointed as Statutory Auditors of the Company for a consecutive period of 4 (four) years from the conclusion of Annual General Meeting held in the year 2022 till the conclusion of the Annual General Meeting to be held in the year 2026.

The Members may note that consequent to the changes in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. GMCA & Co., Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.

The Company has received a certificate from M/s. GMCA & Co., Chartered Accountants, confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

The Report given by the M/s. GMCA & Co., Auditors on the financial statements for the year ended March 31, 2023 of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chintan K. Patel, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is self-explanatory and therefore do not call for any further comments and annexed herewith as

Annexure IV. 24. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK: In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of internal audit function, process owners undertake counteractive action in their respective areas and thereby further strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee from time to time. The Company has in place adequate internal financial controls commensurate with the size and scale of the operations of the Company. During the period under review, such controls were tested and no reportable material weakness in the design or operations were observed. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

25. RISK MANAGEMENT:

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation and Technological Changes. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct. 27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE: As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

Act, 2013 (‘Act) and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee.

During the year, no complaint with allegations of sexual harassment was filed with the Company.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under SEBI (LODR) Regulations, 2015 is included in this Report. Certain statements in the said report may be forward looking. Many aspects may affect the actual results, which could be different from what the Directors predict in terms of the future performance and outlook.

29. 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 the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys 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. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

The Company has adopted and amended its Code of Conduct for prevention of Insider Trading w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

30. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that- i. In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; ii. 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 31st March, 2023 and of the profit and loss of the company for that period; iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. The directors had prepared the annual accounts on a going concern basis; v. 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, and vi. 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.

31. CORPORATE GOVERNANCE:

The compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply for the financial year 2022-23 to the listed entity as the paid up equity share capital does not exceed rupees ten crore and the net worth does not exceed rupees twenty five crore, as on the last day of the previous financial year. Therefore, at present, the Company is not required to comply with Corporate Governance regulations as the above referred limits have not been triggered.

32. CORPORATE GOVERNANCE CERTIFICATE NON APPLICABILITY:

The Certificate of the non applicability of submission of Report on Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report on Corporate Governance, herewith attached as Annexure - V.

33. RELATED PARTY DISCLOSURE:

Related Party disclosure as mentioned in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report of Director herewith attached as Annexure VI.

34. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

There are no shares lying in the demat suspense account or unclaimed suspense account.

35. MAINTENANCE OF COST RECORDS:

The Company is not require to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

36. ACKNOWLEDGEMENT:

Your Directors take this opportunity to articulate their appreciation for the generous commitment, dedication, hard work and noteworthy contribution made by employees at all levels in ensuring sustained growth of the Company. Your Directors also earnestly thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their persistent assistance, co-operation and support.