Ashnisha Industries Ltd Directors Report.

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, 2019.

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

Financial Results
Particulars Year ended 31/03/2019 Year ended 31/03/2018
Standalone Consolidated Standalone
Total Revenue 2,67,85,500 74,84,82,306 11,83,45,497
Expenditure 2,70,77,723 66,50,79,678 11,82,28,639
Depreciation 1,02,432 4,09,78,083 1,01,594
Profit/(Loss) before Tax (3,94,655) 4,24,24,545 (65,82,166)
Current Tax - 53,65,120 -
Deferred Tax - 31,60,487 -
Profit/(Loss) after Tax (3,94,655) 4,02,19,912 (65,82,166)

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the

Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

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.

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. 9,12,46,261/- as compared to Rs. 9,16,40,916 /-at the beginning of the year.

5. SHARE CAPITAL:

At present, the Company has only one class of shares equity shares with face value of Rs.10/- each. The authorized share capital of the company is Rs. 3,07,00,000/- divided into 30,70,000 equity shares of Rs. 10/- each. The paid up share capital of the company as on March 31, 2019 was Rs. 3,01,87,640/- divided into 3018764 equity shares of Rs. 10/- each.

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.

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

There were no such material changes occurred ensuing 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 economic position of the Company.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, there were no significant material orders passed by the Regulators/courts and no litigation was outstanding as on March 31, 2019, which would impact the going concern status and future operations of your Company.

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

During the year, the Company acquired 20,50,000 (46.49%) equity shares of EZI Ventures Pvt. Ltd. which together with existing holding of 8,00,000 (18.14%) equity shares tantamount to holding 28,50,000 (64.63%) equity shares of EZI Ventures Pvt. Ltd. Subsequent to the said acquisition, EZI Ventures Pvt. Ltd. became a subsidiary of the Company.

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, 4 (Four) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. 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.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013. During the financial year 2018-19, 5 (Five) Board Meetings were held on 02/05/2018, 13/08/2018, 16/08/2018, 05/11/2018 and 14/02/2019 and all the directors were present during the said meetings.

Sr. No. Date of Board Meeting held during the year Name of Directors attended the Meeting
1. 02/05/2018 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
2. 13/08/2018 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
3. 16/08/2018 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
4. 05/11/2018 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah
5. 14/02/2019 Shalin A. Shah Ashok C. Shah Chandrakant N. Chauhan Daxaben M. Shah

13. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

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 are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.

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. Shalin A. Shah (DIN: 00297447) 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 entered into with Stock Exchanges, Mrs. Daxaben M. Shah (DIN: 08054390), and Mr. Chandrakant N. Chauhan (DIN: 08057354), as an Independent Directors of the Company during the year under review.

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. Further, Company had appointed Ms. Payal H. Donga as Chief Financial Officer w.e.f. 24th April, 2019. Mrs. Payal H. Donga resigned from the post of CFO w.e.f. 31st July, 2019.

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 a separate meeting 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, 2019.

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 25, 2019.

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 2018-19, audit committee meetings were held on 13th August, 2018; 5th November, 2018 and 14th February, 2019. Composition of committee as on 31st March, 2019 and members attendance at the meetings during the year are as under:

Name & DIN of the Director Status Category
1 Mr. Chandrakant N. Chauhan Chairman Non-Executive Independent Director
2 Mrs. Daxaben M. Shah Member Non- Executive Independent Director
3 Mr. Shalin A. Shah Member Non-Executive Director

Attendance of each member of the Audit Committee:

Committee Members Meetings held Meetings attended
Mr. Chandrakant N. Chauhan 3 3
Mrs. Daxaben M. Shah 3 3
Mr. Shalin A. Shah 3 3

2. NOMINATION AND REMUNERATION COMMITTEE:

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

Name & DIN of the Director Status Category
1 Mrs. Daxaben M. Shah Chairperson Non- Executive Independent Director
2 Mr. Shalin A. Shah Member Non- Executive Director
3 Mr. Chandrakant N. Chauhan Member Non- Executive Independent Director

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:

Name & DIN of the Director Status Category
1 Mrs. Daxaben M. Shah Chairperson Non- Executive Independent Director
2 Mr. Ashok C. Shah Member Non- Executive Director
3 Mr. Chandrakant N. Chauhan Member Non- Executive Independent Director

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, Ahmedabad (Firm Registration No.109850W) was appointed as Statutory Auditors of the Company for a consecutive period of 5 (Five) years from the conclusion of Annual General Meeting in the year 2017 till the conclusion of the Annual General Meeting to be held in the year 2022. The Members may note that consequent to the changes made 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 March 2019 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 Code of Conduct for prevention of Insider Trading pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 with effect from 14th February, 2019.

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, 2019 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 2018-19 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 i.e. on 31st March, 2019. 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. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report part of the Annual Report.

i. Annual General Meeting:

Date: 28th September, 2019

Time: 12:00 noon

Address: 7th Floor, Ashoka Chambers, Opp. HCG Hospital, Mithakhali Six Roads, Ahmedabad 380006

ii. Calendar of Financial year ended 31st March, 2019

First quarter results: 13th August, 2018

Second quarter and half yearly results: 5th November, 2018 Third quarter results: 14th February, 2019 Fourth quarter results: 22nd May, 2019

iii. Tentative calendar for financial year ending 31st March, 2020

Unaudited results for the quarter ended 30/06/2019 Second week of August, 2019
Unaudited results for the quarter ended 30/09/2019 Second week of November, 2019
Unaudited results for the quarter ended 31/12/2019 Second week of February, 2020
Audited results for the quarter ended 31/03/2020 Fourth week of May, 2020
Annual general meeting for the year ended 31st March, 2020 September, 2020

iv. Date of Book Closure:

25th September, 2019 to 28th September, 2019 (both days inclusive) for Annual General Meeting

v. Registered Office:

7th Floor, Ashoka Chambers, Opp. HCG Hospital, Mithakhali Six Roads, Ahmedabad 380006

vi. Equity shares of the Company are listed on BSE Limited

Scrip Code: 541702(BSE),

Scrip ID: ASHNI,

ISIN: INE694W01016

vii. Share Transfer System:

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide

Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1,

2019 unless the securities are held in the dematerialised form with the depositories. Therefore, shareholders

are requested to take action to dematerialize the equity shares of the Company on time.

viii. Shareholding Pattern as on 31.03.2019 is given below:

Category No. of Shares % of holding
1 Promoters 1083911 35.91
2 Person acting in concert - -
3 Government Institutions - -
4 FIIs 95 0
5 NRIs 1356 0.04
6 Bodies Corporate 715563 23.70
7 Others 1217839 40.35
8 Grand Total 3018764 100

ix. Dematerialisation of Shares and liquidity:

The Securities and Exchange Board of India (SEBI), through a notification have made it compulsory that delivery in the Companys shares against Stock Exchange trades became compulsory in demat format. As on 31st March, 2019, 2870699 equity shares (95.09%) of the total number of shares have been dematerialized. 100% promoters shareholding are held in dematerialized form.

x. Outstanding GDRs/ADRs/Warrants or Conversion instruments, Conversion date and like impact on equity Not Applicable.

xi. Investors Correspondence:

For transfer/dematerialization of shares, change of address, change of status of investors, payment of dividend on shares and other query relating to the equity shares of the company: Purva Sharegistry (India) Private Limited, Unit No. 9, Ground Floor, Shiv Shakti Ind. Estt, J. R. Boricha Marg, Lower Parel East, Mumbai, Maharashtra 400011. Tel No.:- 022 2301 2518/8261 Email: support@purvashare.com xii. Compliance officer of the Company: Ms. Dimpal J. Solanki, Company Secretary

xiii. List of all credit rating obtained by the entity during the financial year: Not Applicable.

34. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

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

35. 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.

For and on behalf of the Board

SD/- SD/-
Ashok Shah Shalin Shah
Managing Director Director
DIN: 02467830 DIN: 00297447

Place: Ahmedabad

Date: August 14, 2019