27th Annual Report 2016-2017
ASHIANA AGRO INDUSTRIES LIMITED ASHIANA AGRO INDUSTRIES LIMITED
ANNEXURE A TO THE DIRECTORS' REPORT FORM AOC-1 Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
ANNEXURE B TO THE DIRECTORS' REPORT ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
ANNEXURE C TO THE DIRECTORS' REPORT FORM No. MR-3 SECRETARIAL AUDIT REPORT
ANNEXURE D TO THE DIRECTORS' REPORT Form No. MGT-9 EXTRACT OF ANNUAL RETURN
ANNEXURE E TO THE DIRECTORS' REPORT [Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014] ASHIANA AGRO INDUSTRIES LIMITED
BOARD OF DIRECTORS Shri Pavan Kumar Matli, Whole Time Director Shri Radesh Rangarajan, Director Shri Nirmal Kumar Dash, Director Shri Venkatakrishnan Shankar, Director Dr.Vemareddy Srutha Keerthi,Director
COMPANY SECRETARY Shri E.D.M.Menon
REGISTERED OFFICE No.792/5, Eswari Hotel Complex, Bangalore High Road, Sunguvarchatram, Sriperumbudur Taluk, Kancheepuram Dist., Pincode -602 106, Tamil Nadu Phone: 044-2834 4820 Website: www.aail.in
CORPORATE OFFICE New No.16/3, Old No.13/3, Vidyodaya 1st Cross Street, T.Nagar, Chennai – 600 017 Phone: 044-2834 4820
AUDITORS M/s.Prasan & Associates Chartered Accountants, No.2, Grand Square, Aravamuthan Gardan Street, Egmore, Chennai - 600 008
REGISTRAR & SHARE TRANSFER AGENTS M/s.Link Intime India Pvt.Ltd. 44 Community Centre, 2nd floor, Naraina Industrial Area, Phase-I Near PVR Naraina, New Delhi 110028 Phone : 011-41410592, 93 & 94, E-mail ID: [email protected]
3 ASHIANA AGRO INDUSTRIES LIMITED
NOTICE Notice is hereby given that the Twenty Seventh Annual General Meeting of the Members of the Company will be held on Thursday, the 28th September, 2017 at 11 AM at the Regd. Office of the company situated at 792/5, Eswari Hotel Complex, Bangalore High Road, Sunguvarchatram, Sriperumbudur Taluk, Kancheepuram Distt., Pincode – 602 106, Tamil Nadu to transact the following business:- ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet of the company as at 31st March, 2017 and the Profit & Loss Account for the year ended on that date together with Reports of Auditors and Directors thereon. 2. To appoint a Director in place of Shri Radesh Rangarajan (Din No.01995154) who retires by rotation and being eligible offers himself for re-appointment. 3 To appoint Statutory Auditors To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED FURTHER THAT pursuant to the provisions of Section 139, 141 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, M/s.Prasan & Associates, Chartered Accountants, Chennai (Firm Registration No.014103S with the Institute of Chartered Accountants of India) be and are hereby appointed as the Statutory Auditors of the Company, to hold office for a term of two years from the conclusion of the 27th Annual General Meeting until the conclusion of the 29th Annual General Meeting to be held in Sept., 2019, subject to ratification of appointment by shareholders at every Annual General Meeting till the 29th Annual General Meeting to be held in Sept., 2019, on the remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors” “RESOLVED FURTHER THAT the Board of directors be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, proper or expedient, to give effect to this resolution and the Board may, by a resolution delegate the aforementioned power to Audit committee or Whole Time Director of the company on such conditions as the Board may prescribe”.
By Order of the Board For ASHIANA AGRO INDUSTRIES LTD. Sd/- Place: Chennai Pavan Kumar Matli Date: 10th August, 2017 Whole Time Director
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NOTES 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE DULY COMPLETED, STAMPED AND SIGNED AND MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE AFORESAID MEETING. 2. Corporate members intending to send their authorized representatives are requested to send a duly certified copy of the board or governing body resolution authorizing the representatives to attend and vote at the Annual General Meeting. 3. Members/proxies attending the meeting are requested to : - Shareholders are requested to bring their copy of Annual Report to the meeting along with the attendance slip. - Quote their Folio/Client ID and DP ID numbers in all correspondences. 4. The Register of members and share transfer books of the company shall remain closed for a day, i.e., on 21st Sept., 2017. 5. The members holding shares in identical order of names in more than one folio are requested to write to the Share transfer agent of the Company to consolidate their holding in one folio. 6. The members are requested to communicate to the Registrars and Share Transfer Agents, viz., M/s.Link Intime India Pvt.Ltd., change in address, if any at the address given in the Annual Report. 7. Members are requested to preferably send their queries to the Regd. Office seven days before the date of AGM. 8. In case of joint holders attending the meeting only such joint holder who is higher in the order of names will be entitled to vote. 9. Electronic copy of the Annual Report 2017 will be sent to the members whose email IDs are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for a physical copy of the same. For members who have not registered their email address, physical copies of the Annual Report 2017 are being sent in the permitted mode. 10. Members may also note that the Notice of the 27th Annual General Meeting and the Annual Report 2017 will also be available on the Company’s website www.aail.in for download. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also sent requests to the Company’s investor email id: [email protected] / [email protected] 11. Voting through electronic means I. In Compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by the Companies (Management and Administration) Rules, 2015, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided a facility to the members to exercise their votes at 27th AGM by electronically through the electronic voting service facility arranged by Central Depository Services Limited(CDSL). The facility for voting through ballot paper will also be made available at the AGM and members attending the AGM, who have not already cast their votes by remote e- voting shall be able to exercise their right at the AGM through ballot paper. Members who have cast their votes by remote e-voting prior to AGM may attend the AGM but shall not be entitled to cast their votes again. The instructions for e-voting are annexed to the Notice. The business may be transacted though e-voting services provided by Central Depository Service Limited (CDSL). The company has appointed Mr.T.Durga Prasad, Practising Company Secretary as scrutinizer for the e voting process. The instructions for shareholders voting electronically are as under: (i) The voting period begins on 25th September, 2017 at 9.30 AM and ends on 27th September, 2017 at 5 PM. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., 21st September, 2017, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue. (iii) The shareholders should log on to the e-voting website www.evotingindia.com. (iv) Click on Shareholders. (V) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. Members holding shares in Physical Form should enter Folio Number registered with the Company.
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(vi) Next enter the Image Verification as displayed and Click on Login. (vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. (viii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form PAN (Permanent Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both Account Number) demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. • In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in OR Date of Birth (DOB) your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).
(ix) After entering these details appropriately, click on “SUBMIT” tab. (x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. (xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. (xii) Click on the EVSN for ASHIANA AGRO INDUSTRIES LIMITED on which you choose to vote. (xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. (xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. (xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page. (Xviii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. (xix) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m- Voting app can be downloaded from Google Play Store. I Phone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile. (xx) Note for Non – Individual Shareholders and Custodians • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates. • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]. • After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.
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• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. (i) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date 21st September, 2017 may follow the same instructions as mentioned above for e-Voting. (ii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].
By Order of the Board For ASHIANA AGRO INDUSTRIES LTD. Sd/- Place: Chennai Pavan Kumar Matli Date: 10th August, 2017 Whole Time Director
BRIEF PROFILE OF DIRECTOR SEEKING APPOINTMENT/RE -APPOINTMENT AT THE 27TH ANNUAL GENERAL MEETING AS REQUIRED IN TERMS OF CLAUSE 49 OF THE LISTING AGREEMENT At the ensuing AGM Shri Radesh Rangarajan retires by rotation and is eligible for re-election. Brief profile of these Directors under Corporate Governance code are as under:- 1. Shri Radesh Rangarajan (DIN:01995154) Shri Radesh Rangarajan holds an MBA from IIM, Ahmedabad (PGP 1988-90) and is a first generation entrepreneur. His Bachelor degree in Physics was from Loyola College, Chennai. His work experience started with Eicher Group and Blowplast where he did the hardcore grind of dealer management and sales across four states for consumer and industrial products. Shri Radesh started off in business with as a DSA for GE Countrywide and added ANZ Grindlays bank products to his portfolio. His firm was rated as the top performer in South India and one of the best in the country in the years 96-97 at GE Countrywide. Radesh successfully set up a website Dealwala.com in 2000 for a top industrial group leading a crack team of graduates from IIMA and XLRI. It was one of the very few websites to register sales revenues from Scratch. With dotcoms floundering for capital, dealwala.com managed to morph into a non-voice BPO that now has over 700 employees. Radesh put together a CXO level team before moving on. In 2002, Radesh and Govind founded Mindspace HR Consulting services, later to become a pvt. ltd. company. Radesh continues on the Board of Directors of Mindspace, even as the company has diversified beyond HR to Finance. Since 2007, Radesh has been active in the Investment Advisory Services. He is an Executive Committee Member in the IIM Ahmedabad and Alumini Association, Chennai. Companies other than Ashiana Agro Industries Ltd. in which Radesh Rangarajan holds Directorship and Committee Membership Directorship: Mind Space Consulting & Services Pvt. Ltd., - Director Serengeti Holdings Pvt. Ltd. – Director Plutus Investment Advisory Services Pvt. Ltd. – Managing Director Sunstar Hotels & Estates Pvt. Ltd – Director Glo Life care Equipments Pvt. Ltd - Director Chairman of Board Committees - Nil Member of Board Committees - Nil Shareholding in Company - Nil
7 ASHIANA AGRO INDUSTRIES LIMITED DIRECTORS’ REPORT To The Members Your Directors take pleasure in presenting their Twenty Sixth Annual Report and Audited Accounts of the Company for the year ended 31st March, 2017. FINANCIAL HIGHLIGHTS The summarized financial results for the year ended 31st March, 2017 are as follows:- Rupees in Lacs 2016-17 2015-16 Total Income 36.44 65.26 Profit before Interest & Depreciation (-)4.87 (-)3.03 Interest: - - Depreciation: 0.01 (-) 0.01 0.01 (-) 0.01 Profit before tax (-)4.88 (-)3.04 Less: Tax Expenses - - Profit for the Year (-)4.88 (-)3.04 TDS receivables (-) adjusted against P&L A/c - (-) 0.03 Balance Loss (-) brought forward from previous year (-) 210.68 (-) 207.61 Balance carried to Balance Sheet (Loss) (-) 215.56 (-) 210.68
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 on the long term for the benefit of its shareholders. OPERATIONS Commercial operations of the company has just resumed on an experimental basis 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. In order to enable the Company to undertake businesses as above, it is proposed to amend the Main Objects Clause of the Memorandum of Association by adding the new objects. Your Company will comply with the provisions of the Companies’ Act, 2013 and directions of the stock exchanges/SEBI/other Government authorities in connection with the alteration of the Objects clause of the Memorandum of Association. DIRECTORS Radesh Rangarajan, Director retires by rotation and is eligible for re-election. There is no other change in directorship. BOARD MEETINGS During the Financial Year ended 31.3.2017, Board Meetings held on 11.4.16, 25.5.16, 18.7.16, 10.8.16, 28.9.16, 9.11.16, 25.1.17 and 8.2.17 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.
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COMMITTEE MEETINGS Audit Committee met on 11.4.16, 25.5.16, 18.7.16, 10.8.16, 28.9.16, 9.11.16 and 08.2.17. Stake holders Grievances Committee met on 11.4.16, 25.5.16, 18.7.16, 10.8.16, 28.9.16, 6.10.16 and 6.1.17. Nomination and Remuneration Committee met on 11.4.16 and 18.7.16. Share Transfer Committee met on 31.5.16, 17.8.16, 19.10.16 and 30.1.17. INDEPENDENT DIRECTORS Shri V.Shankar and Shri Nirmal Kumar Dash, independent directors on the board of the Company , have furnished a declaration to the company under Section 149(7) of the Companies Act, 2013 saying that they meet the criteria of independent director as laid down under Section 149(6) of the Companies’ Act, 2013. Independent directors hold one separate meeting every year. They have been appointed for a period of five years and are not liable to retire by rotation. BOARD COMMITTEES AUDIT COMMITTEE Shri Radesh Rangarajan continues as the Chairman and Shri Nirmal Kumar Dash continues as Member. Audit Committee met seven times during the Financial Year on 11.4.16, 25.5.16, 18.7.16, 10.8.16, 28.9.16, 9.11.16 and 08.2.17. 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 V.Shankar, Director continues as Member of the Committee. Stakeholders Grienvances Committee met seven times during the Financial Year on 11.4.16, 25.5.16, 18.7.16, 10.8.16. 28.9.16, 6.10.16 and 6.1.17. 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, 2017 and no such transfer is pending. NOMINATION & REMUERATION COMMITTEE Shri Nirmal Kumar Dash continues as the Chairman and Shri V.Shankar continues as Member. The Committee met twice during the Financial Year on 11.4.16 and 18.7.16 to review the remuneration of Directors, Executive and others. SHARE TRANSFER COMMITTEE Shri Radesh Rangarajan continues as Chairman and and Shri Pavan Kumar Matli, Whole Time Director continues as Member of the Committee. Share Transfer Committee met four times during the Financial Year on 31.5.16, 17.8.16, 19.10.16 and 30.1.17. All valid transfers/transmissions have been attended to and no transfer is pending as on 31st March, 2017. LOAN 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 manufacturers of multi coloured labels for various products. CORPORATE SOCIAL RESPONSIBILITY The Company is fully aware of its corporate social responsibility. Your company is not presently involved in any manufacturing activity. 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. Company’s risk will be covered adequately by insurance policies in the long term.
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FIXED DEPOSITS Your Company has not accepted or invited any fixed deposits during the period under review. STATUTORY AUDITORS M/s. Prasan & Associates, Chartered Accountants, Chennai were appointed as Statutory Auditors of the company for a period of three years from the conclusion of the 25th AGM until the conclusion of the 27th Annual General Meeting to be held in Sept., 2017. M/s Prasan & Associates are entitled for a term of five years and therefore, the Board intends to recommend their appointment for a further period of two years subject to ratification in the 28th Annual General Meeting to be held in September, 2018. 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 ,Chennai , Membership No.6316 (Certificate of Practice No.154581) to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2017. The Secretarial Audit Report in the Prescribed Form No.MR – 3 dated 10th August, 2017 is annexed as Annexure ‘C’. 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, M/s.PandA Knowledge Services, Management Consultants, Chennai were appointed an Internal Auditors of the Company for the Financial Year 2016-17. They have expressed their inability to continue as Internal Auditors of the Company for the Financial Year 2017-18. Therefore the Audit Committee has decided to consider Mr.A.Vijaya Sujanakar, a person with extensive experience in Accounting, Taxation and Internal Audit matters as Internal Auditor. Hence Mr.Vijaya Sujanakar having his office at 23/32, Narayanasamy 2nd Street, West Saidapet, Chennai - 600 015 has been appointed as an Internal Auditor of the company in the Board meeting held on 10th August, 2017 for the Financial Year 2017-18. PARTICULARS OF EMPLOYEES There are no employees whose particulars are to be furnished pursuant to Section 197(12) of the Companies’Act, 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 REGISTRARS AND SHARE TRANSFER AGENT M/s.Link Intime India Pvt.Ltd., 44 Community Centre, 2nd Floor, Naraina Industrial Area, Phase-I, Near PVR Naraina, New Delhi 110028 continue to be Company’s 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 Governanace is annexed hereto and forms an integral part of this Report.
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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 look out 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. MANAGEMENT’S DISCUSSION AND ANALYSIS Management’s discussion and analysis in compliance with Clause 49 of the Listing Agreement is attached and forms part of this Report. 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 company’s business, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2017 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: 10th August, 2017 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.
ANNEXURE B TO THE DIRECTORS’ REPORT
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company is not doing any manufacturing activity as of now. It is doing trading activities to a very limited extent. The company has only three employees. Therefore, as of now, there is no information to be furnished in this section. The company is fully aware of its social responsibility and will discharge its social obligations as and when it achieves growth in its business activities in due course of time.
11 ASHIANA AGRO INDUSTRIES LIMITED ANNEXUE C TO THE DIRECTORS’ REPORT FORM No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017 [Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members of Ashiana Agro Industries Limited No. 792/5, Eswari Hotel Complex Bangalore High Road, Sunguvarchatram, Sriperumbudur Taluk, Kancheepuram – 602106 I had conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/S. ASHIANA AGRO INDUSTRIES LIMITED(CIN: L15142TN1990PLC076202) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the ASHIANA AGRO INDUSTRIES LIMITED 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, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March 2017, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by ASHIANA AGRO INDUSTRIES LIMITED (“the Company”) for the financial year ended on 31st March, 2017 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) 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; (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; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (C) The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding the Companies Act and dealing with client; (d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (vi) The Company is not carrying on substantial business activities and hence, no other acts were applicable to the Company during the audit period. During the period under review, provisions of the following regulations were not applicable to the Company: (a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (b) The Securities and Exchange Board of India, (Share based Employee Benefits) Regulations, 2014; (c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009;; 12 ASHIANA AGRO INDUSTRIES LIMITED
I had also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India related to meetings and minutes. (ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I 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. No changes in the composition of the Board of Directors that took place during the period under review. Adequate notice is 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 / unanimous decision is carried through and are captured andrecorded as part of all the Board / Committee / General minutes. I 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. I further report that during the audit period no events occurred which had major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulation and guidelines.
For Company Secretary Sd/-
T. Durga Prasad Place: Chennai ACS/FCS No.6316 Date: 10th August, 2017 C P No.: 15458
13 ASHIANA AGRO INDUSTRIES LIMITED
Annexure - A To, The Members of Ashiana Agro Industries Limited Regd. Office Eswari Hotel Complex Bangalore High Road, Sunguvarchatram Sriperumbudur Taluk 602106 Our Secretarial audit report of even date is to be read along with this letter. 1. Maintenance of Secretarial records and compliance of the provisions of corporate and other applicable laws, rules, regulations, standards are the responsibility of the management of the company. Our responsibility is to express an opinion on these Secretarial records and Compliance based on our audit. 2. 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 the test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc; 5. The Compliance of the provisions of Corporate and other applicable laws, rules, Regulations, Standards is the responsibility of management. Our Examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
For Company Secretary Sd/-
T. Durga Prasad Place: Chennai ACS/FCS No.6316 Date: 10th August, 2017 C P No.: 15458
14 ASHIANA AGRO INDUSTRIES LIMITED ISIN Number INE709D01012 for CDSL and NSDL ANNEXUE D TO THE DIRECTORS’ REPORT Form No. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.3.2017 (Pursuant to section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 I) REGISTRATION AND OTHER DETAILS i) CIN : L15142TN1990PLC076202 ii) Registration Date : 18/06/1990 iii) Name of the Company : ASHIANA AGRO INDUSTRIES LTD. iv) Category/Sub-Category of the Company : Manufacturing/Trading Company. v) Address of the Registered Office and : No.792/5, Eswari Hotel Complex, Bangalore High Road, contact details Sunguvarchatram, Sriperumbudur Taluk, Kancheepuram Dist. Pincode -602 106, Tamil Nadu, Phones: 044-28344820 Email : [email protected] / [email protected] vi) Whether listed Company : Yes - Listed at BSE, Delhi and Jaipur Stock Exchanges vii) Name, address and contact details of : M/s.Link Intime India Pvt.Ltd. Registrar and Transfer Agent, if any 44 Community Centre, 2nd floor, Naraina Industrial Area, Phase-I, Near PVR Naraina, New Delhi 110028 Phone : 011-41410592, 93 & 94, Telefax: 011-41410591
II) PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY Sl No. Name and description of NIC code of the % to total turnover Main products/services product/service of the company 1. Trading - 42% 2. Financing activities - 58% III) PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Ashiana Agro Industries Ltd. is neither a holding company nor a subsidiary company of any other company.
VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year Shareholders [As on 31-March-2016] [As on 31-March-2017] % Change during Demat Physical Total % of Total Demat Physical Total % of Total the year Shares Shares A. Promoters (1) Indian a) Individual/ HUF ------b) Central Govt ------c) State Govt(s) ------d) Bodies Corporate 1175680 - 1175680 25.56 1175680 - 1175680 25.56 - e) Banks / FI ------f) Other ------Sub – total (A) (1): 1175680 - 1175680 25.56 1175680 - 1175680 25.56 - 15 ASHIANA AGRO INDUSTRIES LIMITED
Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year Shareholders [As on 31-March-2016] [As on 31-March-2017] % Change during Demat Physical Total % of Total Demat Physical Total % of Total the year Shares Shares (2) Foreign Sub – total(A) (2):------Total Shareholding 1175680 - 1175680 25.56 1175680 - 1175680 25.56 - of Promoter (A) = (A1)+(A2) B. Public Shareholding 1. Institutions a) Mutual Funds ------b) Banks / FI 600 100 700 0.015 600 100 700 0.015 - c) Central Govt ------d) State Govt(s) ------e) Venture Capital Funds ------f) Insurance Companies ------g) FIIs ------h) Foreign Venture ------Capital Funds i) Others (specify) ------Sub-total (B)(1):- 600 100 700 0.015 600 100 700 0.015 - 2. Non-Institutions a) Bodies Corp. i) Indian 53620 76000 129620 2.817 52339 76000 128339 2.790 (-)0.027 ii) Overseas - 10000 10000 0.217 - 10000 10000 0.217 - b) Individuals i) Individual shareholders 547558 2730320 3277878 71.26 558439 2720420 3278859 71.28 0.02 holding nominal share capital upto Rs. 2 lakh ii) Individual shareholders ------holding nominal share capital in excess of Rs.2 lakh c) Others (specify) HUF 5722 - 5722 0.124 6022 - 6022 0.131 0.007 Trusts - 200 200 0.004 - 200 200 0.004 - NRI 200 - 200 0.004 200 - 200 0.004 - Total Public Shareholding (B)=(B)(1)+ (B)(2) 607100 2816520 3423620 74.44 617000 2806620 3423620 74.44 - C. Shares held by ------Custodian for GDRs & ADRs Grand Total (A+B+C) 1783380 2816620 4600000 100.00 1793280 2806720 4600000 100.00 - 16 ASHIANA AGRO INDUSTRIES LIMITED B) Shareholding of Promoter- Sl. Shareholder’s Name No. of Shares held at the No. of Shares held at the No. beginning of the year end of the year % change in No. of %of total % of Shares No. of %of total % of Shares shareholding Shares Shares of Pledged / Shares Shares of Pledged / during the encumbered the encumbered the year company to total shares company to total shares 1 Serengeti Holdings Pvt.Ltd. 1175680 25.56 Nil 1175680 25.56 Nil Nil
(iii) Change in Promoters’ Shareholding : There has been no change in Promoters’ Shareholding since the date of take over of the Company in 2008 (iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs. And ADRs)
Name of No. of Shares held at the beginning of the year No. of Shares held at the end of the year Shareholders [As on 31-March-2016] [As on 31-March-2017] % Change during Demat Physical Total % of Total Demat Physical Total % of Total the year Shares Shares 1. Alto Enterprises Pvt Ltd 43100 42800 85900 1.8674 43100 42800 85900 1.8674 - 2. Ajay Kumar Poddar 17500 - 17500 0.3804 17500 - 17500 0.3804 - 3. Giridharlal Seksaria 15100 - 15100 0.3283 15100 - 15100 0.3283 - 4. Pratyakash Mittal 14013 - 14013 0.3046 14213 - 14213 0.3090 0.0044 5. Ajay Gupta 11100 - 11100 0.2413 12874 - 12874 0.2799 0.0386 6. OmPrakash Mishra 11508 - 11508 0.2502 12508 - 12508 0.2719 0.0217 7. JaimonKachappilly 12000 - 12000 0.2609 12000 - 12000 0.2609 - 8. Vinod Kumar - 11800 11800 0.2565 - 11800 11800 0.2565 - 9. Mridular Kumar - 10700 10700 0.2326 10700 10700 0.2326 - 10. Rishi Kumar - 10700 10700 0.2326 10700 10700 0.2326 - 11. Sukaran Investments - 10000 10000 0.2174 10000 10000 0.2174 - Ltd
(v) Shareholding of Directors and Key Managerial Personnel Only Shri E.D.M.Menon, Company Secretary of the Company holds 100 equity shares of the Company since 1992. There has been no change in his holdings since 1992. None of the other directors or key managerial personnel of the company holds any shares in the Company. V. INDEBTEDNESS : The Company has no indebtedness.
17 ASHIANA AGRO INDUSTRIES LIMITED
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sl.No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount Mr Pavan Kumar Matli (WTD) 1 Gross salary (a) Salary as per provisions contained in 6,60,000.00 6,60,000.00 section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Nil Nil Income-tax Act, 1961 (c) Profits in lieu of salary under Nil Nil section 17(3) Income- tax Act, 1961 2 Stock Option Nil Nil 3 Sweat Equity Nil Nil 4 Commission Nil Nil - as % of profit - others, specify… 5 Others, please specify Total (A) 6,60,000.00 6,60,000.00 Ceiling as per the Act NA NA
B. Remuneration to other directors. None of the other directors receive any remuneration from the Company in any form.
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Sl.No. Particulars of Remuneration Key Managerial Personnel CEO CS CFO Total 1 Gross salary (a) Salary as per provisions contained in - 3,00,000 90,000 3,90,000 section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - - (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - - - 2 Stock Option - - - - 3 Sweat Equity - - - - 4 Commission - as % of profit - - - - others, specify… - - - - 5 Others, please specify - - - - Total - 3,00,000 90,000 3,90,000
18 ASHIANA AGRO INDUSTRIES LIMITED
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES; The Company, its Directors and none of its Officers were subject to any Penalties/Punishment/Compounding of Offences under any Act.
By Order of the Board of Directors
Sd/- Sd/- Place: Chennai Radesh Rangarajan Pavan Kumar Matli Date: 10th August, 2017 Director Whole Time Director
ANNEXURE E TO THE DIRECTORS’ REPORT [Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014] Director/Secretary Ratio Percentage increase Pavan Kumar Matli 11:1 Nil EDM Menon 5:1 Nil Nandhivarman.G 2:1 Nil
By Order of the Board of Directors
Sd/- Sd/- Place: Chennai Radesh Rangarajan Pavan Kumar Matli Date: 10th August, 2017 Director Whole Time Director
19 ASHIANA AGRO INDUSTRIES LIMITED
REPORT ON CORPORATE GOVERNANCE Corporate Governance emphasizes the principle of self-governance. We have been following the spirit of corporate governance since the date of incorporation of the Company, but as per the guidelines of SEBI, we have implemented the same as per clause 49 of the Listing Agreement. The theme of Corporate governance is based on the principle of working in a disciplined manner at the time of decision, law of natural justice must prevail and to work in the best interest of all constituents, i.e., shareholders, customers, financial institution/banks, employees and all others. The Board of Directors consists of following directors:- Whole Time Director : Shri Pavan Kumar Matli Non-Executive Directors : Shri Radesh Rangarajan Shri Nirmal Kumar Dash Shri Venkatakrishnan Shankar Dr.Vemareddy Srutha Keerthi Composition, attendance at the Board meeting and the last Annual General Meeting, outside Directorships and other Board Committees: Director No. of Board Attendance No. of outside No. of Member- Executive/Non Meetings at previous directorships ship/Chairman- executive/ Attended AGM on 23.9.15 held ship in committee Independent 1. Shri Pavan Kumar Matli 8 Present 4 3 Executive 2. ShriR.Rangarajan 8 Present 5 3 Non-executive 3. Shri Nirmal Kumar Dash 8 Present - 2 Non-executive & Independent 4.Shri V.Shankar 8 Present 6 2 Non-executive & Independent 5.Dr.Vemareddy 8 Present - 2 Non-executive Srutha Keerthi
Board Meetings held during the Financial Year ended 31st March, 2017 During the Financial Year ended 31.3.2017, Board Meetings held on 11.4.16, 25.5.16, 18.7.16, 10.8.16, 28.9.16, 9.11.16, 25.1.17 and 8.2.17 BOARD COMMITTEES AUDIT COMMITTEE Shri Radesh Rangarajan continues as the Chairman and Shri Nirmal Kumar Dash continus as Member. Audit Committee met seven times during the Financial Year on 11.4.16, 25.5.16, 18.7.16, 10.8.16, 28.9.16, 9.11.16 and 8.2.17. 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 V.Shankar, Director continues as Member of the Committee. Stakeholders Grienvances Committee met seven times during the Financial Year on 11.4.16, 25.5.16, 18.7.16, 10.8.16 ,28.9.16, 6.10.16 and 6.1.17. 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, 2017 and no such transfer is pending. NOMINATION & REMUNERATION COMMITTEE Shri Nirmal Kumar Dash continues as the Chairman and Shri V.Shankar continues as Member. The Committee met twice during the Financial Year on 11.4.16 and 18.7.16 to review the remuneration of Directors, Executive and others. 20 ASHIANA AGRO INDUSTRIES LIMITED
Share Transfer Committee Shri Radesh Rangarajan continues as Chairman and Shri Pavan Kumar Matli, Whole Time Director continues as Member of the Committee. Share Transfer Committee met eight times during the Financial Year on 31.5.16, 17.8.16, 19.10.16 and 30.1.17. All valid transfers/transmissions have been attended to and no transfer is pending as on 31st March, 2017. Remuneration of Director for the Financial Year ended 31st March, 2017 Name of Director Remuneration(Amt.Rs.) Shri Pavan Kumar Matli 6,60,000.00 ANNUAL GENERAL MEETING Year Kind of Meeting Venue Date Time 2015 Annual General Meeting Easwari Hotel Complex, Bangalore 23.9.2015 11.00AM High Road, Sungurvarchatram, Sriperumbudur Taluk Distt.Kancheepuram Tamil Nadu, Pin: 602106 2016 Annual General Meeting Easwari Hotel Complex, Bangalore 28.9.2016 11.00AM High Road, Sungurvarchatram, Sriperumbudur Taluk Distt.Kancheepuram Tamil Nadu, Pin: 602106 2017 Annual General Meeting Easwari Hotel Complex, Bangalore 28.9.2017 11.00AM High Road, Sungurvarchatram, Sriperumbudur Taluk Distt.Kancheepuram Tamil Nadu, Pin: 602106 DISCLOSURES The related party transactions have been disclosed in Notes on Accounts forming part of the Account for the financial year ended 31st March 2017 and since the necessary disclosures were made in respect of said transactions to the Board of Directors, no transaction is considered to be in potential conflict with the interest of the Company at large. There has not been any non-compliance, penalties or strictures imposed on the company by the stock exchange(s), SEBI or any other statutory authority, on any matters relating to the capital markets during the last three years. The Company will formulate Whistle Blower policy and Risk Management Policy as and when the Company restarts its full commercial operations. MEANS OF COMMUNICATION The Audited/Unaudited Financial Results and other Public Notices are generally published by the Company in The Statesman, New Delhi, Free Press Journal, Mumbai and in Malai Sudar, Chennai. These Results/Notices are also sent to the Exchanges at Mumbai, Jaipur and Delhi where company’s shares are listed , apart from filing online with BSE Ltd. These also uploaded to the Company’s website. All Shareholder information sent to the stock exchanges and published in Newspapers are available on the Company’s website “ www.aail.in”.
21 ASHIANA AGRO INDUSTRIES LIMITED
CEO/CFO CERTIFICATION Shri Pavan Kumar Matli, Whole Time Director, and G.Nandhivarman, CFO have furnished the following certificate to the Board of Directors under Clause 49 of the Listing Agreement. We, Pavan Kumar Matli, Whole Time Director and G.Nandhivarman, Chief Financial Officer certify that: a) We have reviewed the financial statements and cash flow statement for the year ended 31st March, 2017 and to the best of our knowledge and belief : i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii) These statements together present a true and fair view of the Company's affairs and are in compliance with existing Accounting Standards, applicable laws and regulations. b) To the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31st March, 2017 are fraudulent, illegal or violative of the Company's code of conduct. c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which we are aware, have been disclosed to the auditors and the Audit Committee and steps have been taken to rectify these deficiencies. d) i) There has not been any significant change in internal control over financial reporting during the year under reference; ii) There has not been any significant change in accounting policies during the year requiring disclosure in the notes to the financial statements; and iii) We are not aware of any instance during the year of significant fraud with involvement therein of the management or any employee having a significant role in the Company's internal control system over financial reporting.
By Order of the Board of Directors
Sd/- Sd/- Place: Chennai Pavan Kumar Matli G.Nandhivarman Date: 24th May, 2017 Whole Time Director Chief Financial Officer
General Share Holders Information a) Annual General Meeting Date and Time : 28th September, 2017 at 11.00 AM Venue : 792/5, Eswari Hotel Complex, Bangalore High Road, Sunguvarchatram, Sriperumbudur Taluk Kancheepuram Distt., Pincode 602 106, Tamil Nadu b) Financial Calender (tentative) Results for the Quarter ending 30.6.16 : First week of August 2017 Results for the Quarter ending 30.9.16 : First week of Nov., 2017 Results for the Quarter ending 31.12.16 : First week of Feb., 2018 Results for the Quarter ending 31.3.17 : Last week of May, 2018 c) Book Closure date : 21st September, 2017 d) Listing of Equity shares : BSE Ltd., Jaipur and Delhi Scrip code at BSE : 519174
22 ASHIANA AGRO INDUSTRIES LIMITED e) Stock Market Data : Monthly low and high prices of company's equity shares of Rs.10.00 each (fully paid up) at BSE Ltd., Mumbai during April 2016 to March 2017 are as under:- (Prices in Rupees) Month Open High Low Close No. of No. of Total Price Price Price Price Shares Trades Turnover Apr.,16 ------May,16 2.17 2.17 2.17 2.17 1000 1 2170 June,16 2.07 2.07 2.07 2.07 500 3 1035 July,16 1.97 1.97 1.79 1.97 1000 6 1943 Aug., 16 2.06 2.26 2.06 2.06 374 6 780 Sept.,16 ------Oct.,16 1.96 2.05 1.90 1.92 2103 13 4120 Nov.,16 1.83 1.83 1.66 1.66 399 5 695 Dec.,16 ------Jan.,17 1.58 1.58 1.51 1.58 1680 9 2581 Feb.,17 1.51 1.77 1.39 1.77 3998 20 6154 Mar.,17 1.85 2.49 1.85 2.32 10100 17 23429 f) Registrar and Share Transfer Agents :M/s.Link Intime India Pvt.Ltd. 44 Community Centre, 2nd floor, Naraina Industrial Area, Phase-I, Near PVR Naraina New Delhi 110028
(i) Distribution of Shareholding as on 31st March 2017 Shareholding Shareholders Share Amount ` Numbers % to total Amount in Rs. % to total 1 – 500 22480 98.2346 2701714 58.7329 501 – 1000 260 1.1362 206333 4.4855 1001 – 2000 95 0.4151 136319 2.9635 2001 – 3000 17 0.0743 41533 0.9029 3001 – 4000 7 0.0306 24700 0.5370 4001 – 5000 2 0.0087 8776 0.1908 5001 – 10000 10 0.0437 78150 1.6989 10001 & Above 13 0.0568 1402475 30.4886 Total 22884 100 4600000 100
MANAGEMENT’S DISCUSSION & ANALYSIS REPORT Your Company is a zero liability company. M/s Serengeti Holdings Pvt.Ltd., Chennai have taken over your company duly complying with the SEBI (SAST) Regulations, 1997. They hold 1175680 equity shares constituting 25.56% of the Equity Capital of the Company.
23 ASHIANA AGRO INDUSTRIES LIMITED
The Board of Directors of the constitutes very able and accomplished persons. Shri Radesh Rangarajan, Promoter’s nominee director is an MBA from IIM, Ahmedabad. Shri Pavan Kumar Matli, another promoter nominee and Whole Time director is a Mechanical Engineer. Shri Nirmal Kumar Dash is an MBA from Annamalai University, specialized in Finance & Accounts, Taxation & Auditing, MIS and system implementation. Shri V.Shankar, Director is an M.Sc. in Information Systems Engineering from Cardiff University, UK. With such highly qualaified and able professionals at the Board level, we are very optimistic about the future of the Company. Shri Pavan Kumar Matli has been re - appointed as Whole Time Director for a period of another five years w.e.f.1.7.2015 subject to approval of shareholders in the General Meeting. He is making all out efforts to revive the Company. Your company intends to enter the packaging business for which it will be seeking shareholders’ approval for altering the Objects clause of the Memorandum of Association through Postal Ballot. The new management has the necessary expertise and experience in such business activities. The Company has already started trading business on an experimental basis.
By Order of the Board of Directors
Sd/- Sd/- Place: Chennai Radesh Rangarajan Pavan Kumar Matli Date: 10th August, 2017 Director Whole Time Director
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE To the Members of Ashiana Agro Industries Ltd. We have examined the compliance of conditions of Corporate Governance by Ashiana Agro Industries Limited, for the year ended March 31, 2017, as stipulated in Clause 49 of the Listing Agreement(s) of the said Company with the stock exchange(s) in India. The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreements. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Prasan & Associates Chartered Accountant ICAI Firm’s Registration Number : 014103S
Place: Chennai Sd/- Date: 24th May, 2017 CA Prasan Kumar T Membership Number No.230965
24 ASHIANA AGRO INDUSTRIES LIMITED
INDEPENDENT AUDITOR’S REPORT To the members of Ashiana Agro Industries Limited We have audited the accompanying financial statements of Ashiana Agro Industries Limited (the “Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 1. This responsibility also includes maintenance of adequate accounting records in accordance with the preparation of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities. 2. Selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent. 3. Design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2017. ii) in the case of the Statement of Profit & Loss of the profit for the year ended on that date; and iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. AAs required by the Companies (Auditor’s Report) Order,2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable. 2. As required by Section 143 (3) of the Act, we report that:
25 ASHIANA AGRO INDUSTRIES LIMITED
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; (c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account; (d) in our opinion, the financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; (e) on the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act; (f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and (g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. the Company does not have any pending litigations and hence the need to disclose the impact of pending litigations on its financial position in its financial statements is not applicable; ii. the Company does not have the requirement to make provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
For Prasan & Associates Chartered Accountant ICAI Firm’s Registration Number : 014103S
Sd/- CA Prasan Kumar T Membership Number No.230965
Date : 24/05/2017 Place : Chennai
26 ASHIANA AGRO INDUSTRIES LIMITED
Annexure-A to the Auditor's Report The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31st March 2017, we report that: (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets (b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. (c) According to the information and explanations given to us, the Company does not own any immovable properties and hence the examination of the records of the Company, the title deeds of immovable properties is not applicable. (ii) (a) As explained to us, the inventories of finished / traded goods at warehouse were physically verified during the year by the Management. In our opinion, having regard to the nature and location of the stocks, the frequency of verification is reasonable. In case of materials lying with third parties, certificates for stocks held have been received. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business. (c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. (iii) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. (iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Act. (iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made. (v) The Company has not accepted any deposits from the public. (vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company. (vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31st March 2017 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there are no dues of duty of customs which have not been deposited with the appropriate authorities on account of any dispute. (viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable. (ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable. (x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. (xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act. 27 ASHIANA AGRO INDUSTRIES LIMITED
(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable. (xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards. (xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable. (xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
For Prasan & Associates Chartered Accountant ICAI Firm’s Registration Number : 014103S
Sd/- CA Prasan Kumar T Membership Number No.230965
Date : 24/05/2017 Place : Chennai
Annexure - B to the Auditors’ Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Ashiana Agro Industries Limited (“the Company”) as of 31st March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
28 ASHIANA AGRO INDUSTRIES LIMITED
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Prasan & Associates Chartered Accountant ICAI Firm’s Registration Number : 014103S
Sd/- CA Prasan Kumar T Membership Number No.230965
Date : 24/05/2017 Place : Chennai
29 ASHIANA AGRO INDUSTRIES LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2017 (Pursuant to the Listing Agreement with Stock Exchange)
Particluars Amount in Amount in Rs. Rs. A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Taxation & Extraordinary Items (488.075) Adjustment For: Depreciation 641 Interest Expenses - Provision for tax during the year - Interest Received (2,108,669) (2,108,028) (2,596,103) OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (Increase)/Decrease Current Assets 1,047,333 Increase/(Decrease) Current Liabilities (818,023) 229,310 (2,366,793) CASH GENERATED FROM OPERATIONS Direct Taxs (Paid)/ Refunded - CASH FLOW BEFORE EXTRAORDINARY ITEMS Extraordinary Items - NET CASH FLOW FROM OPERATING ACTIVITIES (2,366,793) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets - Interest Received 2,108,669 Proceeds from Loans & Advances made - NET CASH FROM INVESTING ACTIVITIES 2,108,669 C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Issuance of Share Capital - Proceeds from Long Term Borrowings - Interest - Proceeds from Long Term Borrowings - Principal - Interest Paid - Dividend Paid - NET USED FOR FINANCING ACTIVITIES - (258,124) NET DECREASE IN CASH & CASH EQUIVALENTS (258,124) CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD 9,387,088 CASH & CASH EQUIVALENTS AT END OF PERIOD 9,128,964
As per our report of event date annexed
For and on behalf of the Board of Directors For Prasan & Associates Chartered Accountant ICAI Firm’s Registration Number : 014103S Sd/- Sd/- Radesh Rangarajan Pavan Kumar M Sd/- Director Whole Time Director CA Prasan Kumar T Membership Number No.230965 Sd/- Sd/- G. Nandhivarman EDM Menon Date : 24/05/2017 Chief Financial Officer Company Secretary Place : Chennai 30 ASHIANA AGRO INDUSTRIES LIMITED
BALANCE SHEET AS AT 31 MARCH 2017
Particluars Note As at As at No. 31st March, 2017 31st March, 2016 ` ` I EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share capital 1 45,859,500 45,859,500 (b) Reserves and surplus 2 (21,556,187) (21,068,112) (c) Money received against share warrents - - 24,303,313 24,791,388 (2) Share Application Money Pending Allotment - - (3) Non-current liabilities (a) Long-term borrowings - - (b) Deferred Tax Liabilities (Net) - - (c) Other Long Term Liabilities - - (d) Long-term provisions - - - - (4) Current liabilities (a) Short-term borrowings - - (b) Trade payables 3 - 825,384 (c) Other current liabilities 4 1,707 2,346 (d) Short-term provisions 5 42,625 34,625 44,332 862,355 TOTAL 24,347,645 25,653,743 II ASSETS (1) Non-current assets (a) Fixed Assets 6 (i) Tangible assets 2,814 3,455 (ii) Intangible assets - - (iii) Capital Work in Progress - - (iv) Intangible Assets Under Development - - (b) Non Current Investments - - (c) Deferred Tax Asset (Net) - - (d) Long Term Loans & Advances 7 15,000,000 15,000,000 (e) Other Non Current Assets - - 15,002,814 15,003,455 Current assets (a) Current Investment - - (b) Inventories - - (c) Trade receivables 8 - 1,038,369 (d) Cash and cash equivalents 9 9,128,963 9,387,088 (e) Short-term loans and advances - - (f) Other current Assets 10 215,868 224,831 9,344,831 10,650,288 TOTAL 24,347,645 25,653,743 Significant accounting policies and notes on accounts 16
As per our report of event date annexed For and on behalf of the Board of Directors
For Prasan & Associates Chartered Accountant Sd/- Sd/- ICAI Firm’s Registration Number : 014103S Radesh Rangarajan Pavan Kumar M Sd/- Director Whole Time Director CA Prasan Kumar T Sd/- Sd/- Membership Number No.230965 G. Nandhivarman EDM Menon Chief Financial Officer Company Secretary Date : 24/05/2017 Place : Chennai 31 ASHIANA AGRO INDUSTRIES LIMITED
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2017
Particluars Note For the year ended For the year ended No. 31st March, 2017 31st March, 2016 ` ` Revenue (a) Revenue from operations 11 1,525,679 4,308,949 (b) Other income 12 2,118,558 2,217,500 Total Revenue 3,644,237 6,526,449 Expenses (a) Cost of Service 13 1,439,076 4,086,068 (b) Employee benefits expense 14 1,110,000 1,110,000 (c) Finance costs - - (d) Depreciation and amortisation expense 6 641 641 (e) Other expenses 15 1,582,595 1,633,878 Total expenses 4,132,312 6,830,587 Profit before tax (488,075) (304,138) Tax expense: Current tax expense for the current year - - Current tax expense relating to prior years - - MAT credit available for set Off - - Net Current tax expense - - Deferred tax - - Profit for the year (488,075) (304,138) Earnings per equity share (a) Basic (0.11) (0.07) (b) Diluted (0.11) (0.07) Significant accounting policies and notes on accounts 16
As per our report of event date annexed For and on behalf of the Board of Directors
For Prasan & Associates Sd/- Sd/- Chartered Accountant Radesh Rangarajan Pavan Kumar M ICAI Firm’s Registration Number : 014103S Director Whole Time Director Sd/- Sd/- Sd/- CA Prasan Kumar T G. Nandhivarman EDM Menon Membership Number No.230965 Chief Financial Officer Company Secretary
Date : 24/05/2017 Place : Chennai
32 ASHIANA AGRO INDUSTRIES LIMITED
Note Forming Part of the Balance Sheet & Statement of Profit & Loss as at 31st March 2017 1 Share capital Particulars As at 31 March, 2017 As at 31 March, 2016 Number of shares Amount (Rs.) Number of shares Amount (Rs.) Authorised Equity shares of Rs.10 each with voting rights 4,900,000 49,000,000 4,900,000 49,000,000 Preference shares of Rs.10 each 100,000 1,000,000 100,000 1,000,000 Total 5,000,000 50,000,000 5,000,000 50,000,000 Issued Share Capital Equity shares of Rs.10 each with voting rights 4,600,000 46,000,000 4,600,000 46,000,000 Subscribed and fully paid up Share Capital Equity shares of Rs.10 each 4,571,900 45,719,000 4,571,900 45,719,000 Subscribed and not fully paid up Share Capital Equity shares of Rs.10 each, partly paid up at Rs.5 per share. Fully called up shares 28,100 140,500 28,100 140,500 Total 4,600,000 45,859,500 4,600,000 45,859,500
1.1 Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period: Particulars Opening Balance Shares Issued Shares bought Closing during the year back during the year Balance Equity shares with voting rights Year ended 31 March, 2017 Number of shares 4,600,000 Nil Nil 4,600,000 Amount (Rs.) 45,859,500 Nil Nil 45,859,500
Year ended 31 March, 2016 Number of shares 4,600,000 Nil Nil 4,600,000 Amount (Rs.) 45,859,500 Nil Nil 45,859,500 1.2 The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital The company has one class of equity shares having par value of Rs.10 per share and one class of preference shares(not yet issued & subscribed). Each holder of the equity share is entitled to vote. The dividend, if any, proposed by the board is subject to the approval of the shareholders in ensuring Annual General Meeting. In the event of liquidation of the company, the holder of equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. 1.3 Details of shares held by each shareholder holding more than 5% shares: Equity Shares with voting rights As at 31 March, 2017 As at 31 March, 2016 Number of shares % holding in that Number of shares % holding in that Held class of shares Held class of shares Serengeti Holdings Pvt Ltd 1,175,680 25.56% 1,175,680 25.56% As per record of the company, including its register of shareholders/members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares
33 ASHIANA AGRO INDUSTRIES LIMITED Note Forming Part of the Balance Sheet & Statement of Profit & Loss as at 31st March 2017 2 Reserves and surplus Particulars As at 31 March, 2017 As at 31 March, 2016 Rs. Rs. (a) Securities premium account Opening balance - - (+) Shares issued at premium during the year - - (b) General reserve Opening balance 1,500,000 1,500,000 (+) Transferred from surplus in Statement of Profit and Loss - - Closing balance 1,500,000 1,500,000 (c) Surplus / (Deficit) in Statement of Profit and Loss Opening balance (22,568,112) (22,261,458) (+) Profit / (Loss) for the year (488,075) (304,138) (-) TDS Receivables Adjusted against Profit & Loss A/c - (2,516) Closing balance (23,056,187) (22,568,112) Total (21,556,187) (21,068,112) 3 Trade payables Sundry Creditors - 825,384 Total - 825,384 4 Other Current Liabilities VAT Payable - 2,265 TDS Payable 1,707 81 Total 1,707 2,346 5 Short-term provisions Audit Fees Payable 30,375 22,375 Director Sitting Fee 12,250 12,250 Total 42,625 34,625
6 FIXED ASSETS PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK Balance Additions Deduction Balance Balance During Deduction Balance WDV WDV as at during the during the as at as at the during the as at as on as on 1.4.2016 year year 31.3.2017 1.4.2016 year year 31.3.2017 31.3.2017 31.3.2016 A) Tangible Assets Fax Machine 13,500 - - 13,500 10,045 641 - 10,686 2,814 3,455 TOTAL 13,500 - - 13,500 10,045 641 - 10,686 2,814 3,455 Previous year 13,500 - - 13,500 9,404 641 - 10,045 3,455 4,096
7 Long-term loans and advances Unsecured, considered good a) Secured Deposit - - b) Other Loans 15,000,000 15,000,000 Total 15,000,000 15,000,000 8 Trade Receivables Outstanding for a period exceeding six months Unsecured, considered good - - Doubtful - - Others Unsecured, considered good - 1,038,369 Doubtful - - Total - 1,038,369 34 ASHIANA AGRO INDUSTRIES LIMITED Note Forming Part of the Balance Sheet & Statement of Profit & Loss as at 31st March 2016 9 Cash and cash equivalents Particulars As at 31 March, 2017 As at 31 March, 2016 Rs. Rs. Cash on hand 41,632 18,701 Balances with banks (Including auto sweep account of Rs.88,40,000/- And accrues interest of Rs.1,12,214/-) 9,087,332 9,368,387 Total 9,128,964 9,387,088 10 Other current assets Rental Advance 5,000 5,000 TDS Receivable 210,868 219,831 Total 215,868 224,831 11 Revenue from operations Sale - Corrugated Boxes 1,525,679 4,308,949 Sale - Partitions - - Total 1,525,679 4,308,949 12 Other income Interest from Diadem Enterprises (Includes TDS Rs.1,50,000/-) 1,500,000 1,500,000 Interest from Bank Deposits 608,669 698,308 Interest on Income Tax Refund 9,889 19,192 Total 2,118,558 2,217,500 13 Cost of Service Purchase-Box 1,439,076 4,086,068 Purchase - Partitions - - Total 1,439,076 4,086,068 14 Employee benefits expense Salaries and wages 450,000 450,000 Directors Remuneration 660,000 660,000 Staff welfare expenses - - Total 1,110,000 1,110,000 15 Other Expenses Audit Fee(Statutory Auditor) 8,000 22,58 Adveritisement 208,772 194,386 Listing Fee 263,164 248,146 Office Maintenance 54,214 61,684 Postage & Courier Charges 594,242 600,613 Printing & Stationery 266,745 267,314 Professional Charges 109,463 112,401 Rent 18,000 18,000 Share Registrar Charges 41,310 52,145 Telephone Expenses 2,368 1,962 Rates & Taxes 16,317 46,454 Travelling Expenses - 8,193 Total 1,582,595 1,633,878
35 ASHIANA AGRO INDUSTRIES LIMITED
16) Siginificant accounting Policies 1) Accounting Policies (a) The books of account are maintained under mercantile system of accounting and financial statements are prepared in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India. (b) Fixed assets are stated at cost of acquistion, including any cost attributable for bringing the asset to its working condition for its intended use, less accumulated depreciation. (c) Depreciation is provided on ''Straight Line method" at the rates specified in Schedule II to the Companies Act, 2013. Depreciation is being provided on assets sold, discarded, demolished or scrapped during the year upto date of its last use. (d) Investments : NIL (e) Retirement Benefits: The provision of Employees Provident Funds and Miscellaneous Provisions Act, 1952, the Provisions of Payment of Gratuity Act, 1972, the Provisions of Employees State Insurance Act, 1948 and other labour Acts are not applicable to the company, since the company employees less than the minimum number of persons prescribed under the above acts. AS - 1 : Disclosure of accounting policies The accounts are prepared on accrual basis as a going concern. But since the company has sold entire Plant & machinery and other ancillary equipements pertaining to its edible vegetable oil refinery plant and has not manufactured any product for the past 3 financial years, the company’s ability to continue as a going concern is doubted in the foreseeable future. AS - 2 : Valuation of Inventories Inventories are stated at lower of cost and net realisable value. The cost is calculated on weighted average method. Cost comprises expenditure incurred in the normal course of business in bringing such inventories to its location and includes, where applicable, appropriate overheads based on normal level of activity. Obsolete, slow moving and defective inventories are identified at the time of physical verification of inventories and, where necessary, provision is made for such inventories. AS - 3 : Cash flow Statements The Company has complied with AS -3 and prepared Cash flow statements, as attached in Annexure I AS - 4 : Events occurring after the Balance Sheet Date No significant event has occurred after the Balance Sheet Date. AS - 5 : Net profit or loss for the period, prior period items and changes in accounting policies No change in accounting polices during the year. AS - 6 :Depreciation Accounting Depreciation is provided on Straight Line Method, at the rates specified in Schedule II to the Companies Act, 2013. AS - 7 : Construction Contracts This Accounting Standard is not applicable. AS - 8 : Research & Development This Accounting Standard has been withdrawn. AS - 9 : Revenue Recognition Revenue is recognized at the time of delivery of goods net of trade discounts to customers and Sales Tax/Value added tax recovered from customers. The Company presents revenues net of indirect taxes in its statement of profit and loss. Income from Unsecured Loan given an Interest on Fixed deposits are accounted on accrual basis. AS - 10 : Accounting for Fixed Assets Fixed assets are valued at cost including expenditure incurred in bringing them to usable condition less depreciation AS - 11 : Accounting for effects of changes in foreign exchange rates No Forex transactions in the current year. 36 ASHIANA AGRO INDUSTRIES LIMITED
AS - 12 : Accounting for Government Grants The Company has not received any grants. AS - 13 : Accounting for Investments The company has not made any investments during the current year and does not have any investments as on 31.03.2017. AS - 14 : Accounting for Amalgamations No amalgamation during the year. AS - 15 : Accounting for Employee Benefits This accounting standard is applicable and the same is followed in an consistent manner. AS - 16 : Borrowing Cost During the year, the company has not dealt with any borrowings. AS - 17 : Segment reporting Particulars Financial Activity Trading Activity for the FY 2016-17 for the FY 2016-17 Revenue From Operation 1,500,000 1,525,679 Less : Cost of Revenue from Operation - 1,439,076 Result from operation 1,500,000 86,604 AS - 18 : Related Party Disclosure A. Related Parties Name of the Related Party Relationship Serengeti Holdings Private Limited Promoter Shareholder Mr. Radesh Rangarajan Director Mr. Pavan Kumar Matli Whole Time Director Mr. Shankar Venkatakrishnan Director Mrs. Vemareddy Srutha keerthi Director Mr. Nirmal Kumar Dash Director B. Nature of Transactions Name of the Related Party Nature of Transaction Amount in Rs. Mr. Pavan Kumar Matli Salary 660,000 AS - 19 : Accounting for Leases The Company has one operating lease and is accounted as per AS - 19. AS - 20 : Earnings per share S.No. Particulars 31/03/2017 31/03/2016 1 Profit (Loss) after Tax as per Profit & Loss Account (488,075) (304,138) 2 Weighted average number of equity shares of Rs. 10/- share outstanding during the year 4,600,000 4,600,000 3 Earnings per share - Basic & Diluted (0.11) (0.07) AS - 21 : Consolidated Financial Statements AS 21 : Is not applicable AS - 22 : Accounting for taxes on Income Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between the taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent peroid (s) On evaluation of reasonable certainty and as per the AS - 22, deferred tax liabilities/ assets are nil as the company believes that such liabilities assets are not likely to be reversed in future years.
37 ASHIANA AGRO INDUSTRIES LIMITED
AS - 23: Accounting for Investment in associates This standard is not applicable to the Company. AS - 24 : Discontinuing Operation During the year the Company has not discontinued any of its operations AS - 25 : Interim Financial Reporting This standard is not applicable to the Company. AS - 26 : Accounting for Intangible Assets This standard is not applicable to the Company. AS - 27 : Financial reporting of interests in Joint Venture. This standard is not applicable to the Company. AS - 28 : Impairment of Assets As on the Balance Sheet date, the carrying amounts of the assets are considered not less than the recoverable amount of those assets. Hence, no impairment loss is considered. AS - 29 : Provisions, Contingent Liabilities and Contingent Assets No contingent Liabilities or assets exists for the company Other Notes to Accounts (i) Company has extended an unsecured loan to Daidem Enterprises Private Limited for Rs.2,27,00,000/- at an interest rate of 10% p.a. and the company has received back an amount of Rs. 77,00,000/- during the financial year 2013-14 whose balance as on 31st March 2017 is Rs. 1,50,00,000/-. There is no agreement for the loan given to M/s Diadem Enterprises Private Limited, but there are various communications with M/s Diadem Enterprises Private Limited to confirm the loan. (ii) Lending money with or without interest or security to any person as is specified in the Memorandum of Association under the ancillary objects clause and not under the main objects clause. (iii) The Company has sold its entire plant & machinery and other ancillary equipments pertaining to its edible vegetable oil refinery plant in earlier years. The Company has not undertaken manufacturing activity during the year and hence additional information pursuant to part II of Schedule VI to the Companies Act are not applicable to the Company. (iv) The accounts have been prepared on going concern assumption. However in view of the sale of entire plant & machinery, other ancillary equipments pertaining to its edible vegetable oil refinery plant and land & building, the company has not undertaken manufacturing activity during the year. The company has commenced trading activity of packing materials on experimental basis. (v) Details of Payment to Auditors (Including Service Tax) Particulars 31/03/2017 31/03/2016 a) For Statutory Audit - 14,375 (vi) As per the information available with the company, there is no amount due to the enterprises mentioned in the Micro Small Medium Enterprises Development Act 2006 as on the date of Balance sheet. (vii) Previous year's figures have been regrouped wherever necessary to conform to current year's classification.
As per our report of event date annexed
For Prasan & Associates For and on behalf of the Board of Directors Chartered Accountant ICAI Firm’s Registration Number : 014103S Sd/- Sd/- Sd/- CA Prasan Kumar T Radesh Rangarajan Pavan Kumar M Membership Number No.230965 Director Whole Time Director Sd/- Sd/- Date : 24/05/2017 G. Nandhivarman EDM Menon Place : Chennai Chief Financial Officer Company Secretary
38 ASHIANA AGRO INDUSTRIES LIMITED
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
I. Registration Details Registration No. 5461 State Code No. 17 Balance Sheet Date 31.3.2017 II. Capital Raised During the Year ( Amount in Rs. thousand ) Public Issue NIL Rights Issue NIL Bonus Issue NIL Private Placement NIL III. Position of Mobilisation and Deployment of Funds Total Liabilities 24348 Total Assets 24348 SOURCE OF FUNDS : Paid-up Capital 45860 Reserves & Surplus (21556) Secured Loans NIL Unsecured Loans NIL APPLICATION OF FUNDS : Net Fixed Assets 3 Investments 15000 Net Current Assets 9301 Misc. Expenditure NIL Accumulated Losses NIL IV. Performance of Company Total Turnover & Other Income 3644 Total Expenditure 4132 Profit/(Loss) Before Tax (488) Profit/(Loss) After Tax (488) Earning Per Share in Rs. 0 Dividend Rate % NIL V. Generic Name of Principal Products of Company Product Description Item Code No. (ITC Code)
Note : Classification of products under ITC code being of a technical nature is not verified by the Auditors.
For and on behalf of the Board of Directors
Sd/- EDM Menon Company Secretary
39 BOOK POST
If undeliveared please return to : Ashiana Agro Industries Limited 792/5, Eswari Hotel Complex, Bangalore High Road, Sunguvarchatram, Sriperumbudur Taluk, Kancheepuram District, Pincode – 602106, Tamil Nadu