Asian Flora Ltd Directors Report.

To the members,

The directors submit annual report Asian Flora Limited along with the audited financial statement for the year ended March 31, 2019.

1. Financial Results:

Rs. In Lacs

S.No Particulars

Stand alone

2018-19 2017-18
1 Gross Income 0 0
2 Less: Total Expenses 8.11 4.13
3 Profit before tax/Loss (1-2-3) (8.11) (4.13)
4 Less: Current Tax 0 0
5 Less: Deferred Tax 0 0
6 Profit available for appropriations/Loss (3-4-5) (8.11) (4.13)
7 Balance carried forward/Loss (1752.96) (1744.85)

2. Review Of Operations:

The Company during the year steps initiated to start its operations and will generate income and meet the all the expenses during the year 2019-20.

3. Dividend:

Your Directors did not recommend any dividend for the year 2018-19.

4. Transfer To Reserves:

Your Company has not transferred any amount to the general reserve.

5. Directors:

Shri. Setty Sangameshwar, retiring director at the ensuing 25th AGM and being eligible, offer himself for reappointment. Sri. Sathyanarayana Kandlapally and Sri M S Rao are proposed reappointment for the period of 5 years.

6. Deposits from the Public:

The Company has not accepted any deposits which cover under the Section 73 of the Companies Act, 2013.

7. Particulars of Loans, Guarantees or investments:

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 from part of the notes to the financial statements provided in this Annual Report.

8. Particulars of Contracts or arrangement made with related parties:

No contracts or arrangement made with related parties during the year as per the Section 188(1) of the Companies Act, 2013.

9. Material changes and commitment affecting financial position between the end of the financial year and date of report:

There is no material changes and commitment affecting financial position between the end of the financial year 2017-18.

10. Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their Knowledge and ability, confirm 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. They have 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.

iii. They have 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.

iv. They have taken prepared the annual accounts on a going concern;

v. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2018-19.

11. Number of meetings of the Board:

8 meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

12. Declaration by independent directors:

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013. That he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

13. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year and date of report.

Your Directors further state that during the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

14. Related Party Transactions: NIL

15. Board Evaluation:

As required under the provisions of Schedule IV of the Companies Act, 2013 the performance evaluation of independent directors has been done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. .

>16. Policy on directors appointment and remuneration and other details.

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors report.

17. Internal financial control systems and their adequacy.

The Internal Financial Control systems is explained in Management Discussion Analysis.

18. Corporate Social Responsibility(CSR):

During the year under review, the Company did not fall under provisions of section 135 read with Schedule VII of the Companies Act, 2013. Hence, the Company has not made any contributions to towards CSR Activities.

19. Vigil Mechanism:

In pursuance to the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. This mechanism enables the Whistle Blower to make protected disclosures to the Chairman of the Audit Committee.

20. Audit Committee:

Your company has constituted the Audit Committee within the provisions laid down in Section 177(2) of Companies Act, 2013 and read with the regulation 18 of SEBI (LODR), 2015.

21. Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format in appended as Annexure I.

22. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo.: Nil

23. Nomination And Remuneration Policy:

A committee of the Board named as Nomination and Remuneration Committee has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As recommended by the Committee the Board adopted a policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration, Evaluation of their performance. Nomination and Remuneration Policy of the Company is enclosed herewith as Annexure -

24. Auditors:

i. The Statutory Auditors of the Company, Sri Ramachandra Rao, Chartered Accountants, who were to appointed as the Statutory Auditors of the Company till the conclusion of 25 th Annual General Meeting.

ii. Mrs. ARM Madhuri, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the Financial Year 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for FY 2018-19 forms part of the Annual Report as Annexure III to the Boards Report.

The Board hereby offers the following explanations on the observations made by secretarial auditor in her report:

1. The Company will submit the annual report for the 31st March 2017.

2. The Company has appointed KMP i.e Managing Director and Chief Financial Officer dated 15-06-2019 and Whole Time Company Secretary and Compliance Officer dated 03/06/2019.

3. The Company is trying to start the operations. This year company will generate income to meet the all the expenses during the FY 2019-20.

4. The Company is under process of getting a settlement with KSIIDC and will restart the operations.

5. The Company trying to take connectivity with depositories in the year and steps initiated accordingly.

25. Corporate Governance Report:

Your Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Report on Corporate Governance including Auditors Certificate on compliance with the code of Corporate Governance is enclosed as Annexure -IV to this report.

26. Management Discussion and Analysis:

A brief note on the Management discussion and analysis for the year is enclosed as Annexure - V to this report.

27. Particulars of Employees:

The information required under section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year: Nil

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year: Nil

c. The Percentage increase in the median remuneration of employees in the Financial Year: - 0%

d. The number of permanent employees on the rolls of Company: 5.

e. The explanation on the relationship between average increase in remuneration and Company Performance: Nil

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: Nil

g. Comparison of each remuneration of the key managerial personnel against the performance of the Company: Nil

h. The Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

i. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

28. Acknowledgement:

Your Directors wish to express their gratitude to the central and state government, investors, analysts, financial institutions, banks, business associates and customers, the medical profession, distributors and suppliers for their whole-hearted support. Your directors commend all the employees of your company for their continued dedication, significant contributions, hard work and commitment.

Place: Hyderabad
Date: 07th August, 2019
For Asian Flora Limited
Setty Sangameshwar