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Directors Report of Aashee Infotech Ltd.

Mar 31, 2014

Dear Members,

On behalf of the Board of Directors of your Company, it is my privilege to present the 27th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2014 and Auditor''s Report thereon.

Financial Highlights:

The Profit & Loss Account of your Company on standalone basis shows a loss of Rs. 0.071 Lacs. The brief financial highlights are as below:

(Rs. In Lacs)

Particulars Year Ended Year Ended March 31, 2014 March 31, 2013

Total Income 704.43 8108.41

Profit before depreciation 1.43 14.34

Depreciation 0.32 0.05

Profit after Depreciation 1.400 14.29

Profit before tax 1.400 14.29

Provision for Taxation (Current & Deferred) 0.46 3.55

Profit After Taxation (0.07) 10.74

Operational Performance:

During the financial year 2013-14, the Company has recorded revenue of Rs. 704.43 Lacs. The Company has earned net loss of Rs. 0.071 Lacs during the year as compared to profit Rs. 10.74 Lacs in the last year. The Directors are optimistic about future performance of the Company.

Your Company has incurred the above stated loss due to falling margins and intense competition in the products dealt with by the Company. The company took note of the same and constituted Strategic Review Committee to review the marketing strategy and to suggest changes in the product mix. On the basis of the Report of Committee slow moving and/or non-selling products have been phased out for the efficient and smooth running of business. This has resulted in steep fall in Income which is being reflected in the annual Accounts of the Company for the year ended 31st March, 2014. It is, however, expected that the change in policy of product mix shall have positive effects in the operations of the company in the years to come.

Public Deposits:

During the year, the Company has not invited/accepted any deposits under Section 58A of the Companies Act, 1956.

Dividend:

In view of the inadequacy of profits, your Directors do not recommend any Dividend for the Financial Year ended on 31st March, 2014.

Updates on Proposed Merger:

In the Board Meeting held on June 28, 2013, the Board of Directors of the Company had approved the Scheme of Amalgamation which consists of Merger of Jatalia Global Ventures Ltd (JGVL), Jatalia Industrial Park Pvt Ltd (JIPL), Lusa Private Ltd (Lusa) and Surya Soft-Tech Ltd (Surya) [Transferor Companies] with Aashee Infotech Ltd. (AIL) [Transferee Company], The Application under clause 24(f) of the listing agreement had already been submitted to the Designated and Regional Stock Exchange(s) where the shares of Aashee Infotech Limited are listed. The petition under section 391- 394 of the Companies Act, 1956 has been submitted to Hon''ble High Court of Punjab and Haryana at Chandigarh. The Meeting of Shareholders of the Transferee Company for the Scheme of Amalgamation shall be convened on September 5, 2014 vide order dated 25th July, 2014 of Hon''ble High Court of Punjab and Haryana at Chandigarh.

Change in Registered office:

During the year under review, the Company has filed e-form 18 under section 17 of the Companies Act, 1956 to the Registrar of Companies, NCT of Delhi and Haryana, for shifting of Registered Office of your Company within the local limits of Gurgaon and Haryana without change in the Jurisdiction of the Registrar of Companies, NCT of Delhi and Haryana from ANM House, SCO 11-12, 2nd Floor, Part-ll, Sector-15, Gurgaon Haryana-122001 to A-48/40, DLF Phase-1, Gurgaon-122002, Haryana w.e.f. 22.10.2013 Directors:

Articles of Association of the Company provide that at least two-third of our Directors shall be subject to retirement by rotation. One-third of these retiring Directors must retire from office at each Annual General Meeting of the Shareholders. The Retiring Directors are eligible for re-election.

Mr. Anil Kumar Jain, Director retires by rotation and being eligible offer himself for re-appointment at the ensuing Annual General Meeting.

Company Secretary:

Mr. Chandra Kishor Jha who was appointed as Company Secretary of the Company with effect from 1st November, 2011 had resigned and his resignation was accepted with effect from 28th December, 2013.

Mr. Anand Parkash Sharma a fellow member of the ICSI, Delhi has been appointed, by the Board of Directors of the Company, as Company Secretary of the Company with effect from 31st July, 2014.

Statutory Auditors:

M/s. UBS & Co. Chartered Accountants (Firm Registration No. 012351N), Delhi, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of section 141 of the said Act.

Auditors Observations:

The observations made by Auditors with reference to notes to account are self explanatory and need no comments.

Compliance certificate:

The Company has obtained a Compliance Certificate under Section 383A of the Companies Act, 1956 from a Whole Time Company Secretary in Practice and same has been attached with the Report.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) that in the presentation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are made reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

(iii). that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) that the Directors had prepared the annual accounts for the financial year ended March 31, 2014 on a going concern basis.

Personnel:

Your Company has talented and dedicated professional employees to help the Company achieve its goal. To retain and develop these employees, human resources group has been working with an objective to enhance employee competence through various initiatives and maximizing employee contribution towards the organizational goals.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company since there is no such employee who fulfills the requirement of that section.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo:

Pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988

Particulars Current Year Previous Year 2013-14 2012-2013

A. Conservation of Energy Nil Nil

B. Technology Absorption Nil Nil

C. Foreign Exchange Earnings & Outgo Nil Nil

Corporate Governance:

The report of Corporate Governance and Management Discussion and Analysis Report has been annexed to this report and forms part of the Director''s Report

Cessation

During the year Mr. Varun Sharma expressed his inability to continue as a Director due to other commitments and submitted his resignation. The Board of Directors has accepted the same and placed on record its appreciation for the services rendered by Mr. Varun Sharma during his tenure as Director of the Company.

Employees

The Company has taken a number of initiatives to attract, retain and develop talent in the organization. Some of them include HR (HR query management system), the employee referral scheme, increments every three months, training & development programs, medical insurance, social functions etc.

The Managing Director has been addressing the employees on periodic basis to provide information on development of the Company and to understand the concerns of the employees.

Your Company understands that the employees are the main assets of the company and it is necessary that they feel challenged to use their intellectual skills to the best of their abilities and add value to themselves even as they add value to the Company.

Acknowledgement

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board For Aashee Infotech Limited

Place: Delhi

Sd/- Chairman & Managing Director Date: 6th August, 2014 Name - lnder Bansal DIN-00005426


Mar 31, 2011

To The Members of Aashee Infotech Limited

The directors have pleasure in presenting the 24th Annual Report audited financial statements and accounts for the year ended March 31, 2011.

1. FINANCIAL PERFORMANCE

The summary of the financial performance of the Company for the financial year ended 31st March, 2011 compared to the previous year ended 31 March, 2010 is given below:

Particulars (Rs. In Lacs)

Year ended Year ended March 31, 201 March 31, 2010

Net Sales/ Income 1836.01 1994.89

Profit before Depreciation & Tax 8.46 12.67

Depreciation 0.15 0.08

Profit after Depreciation 8.31 12.59

Less: Prior Period Items _ 2.39

Profit before Taxation 8.31 10.20

Deferred Tax. 0,01 0.02

Profit after Tax 8.30 10.18

Balance brought forward from last year (359.46) (369.64)

Balance carried to Balance Sheet (351.16) (359.46)

2. OPERATIONS

During the year under review, the turnover of the Company decreased to Rs. 1836.01 Lacs as against Rs.1994.89 Lacs reported last year. This decline is due to market competition & price variations. The Company has earned a net profit after tax of Rs 8.30 Lacs, as against the net profit of Rs.10.18 Lacs reported last year.

The Board of Directors is taking further initiatives to enhance the area of operations which would have significant increase in sales volume and net profit in coming years.

3. DEPOSITS: ,

Your company has not accepted any deposits from public during the year under1 review

within the meaning of Section 58-A of the Companies Act, 1956 and the rules framed there under.

4. DIVIDEND:

Due to accumulated losses, your Directors do not recommend any dividend.

5. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGERIAL PERSONS

The Company in its Board of Directors meeting held on 27.01.2006 has approved the "Code of Conduct" applicable for all board members and senior managerial persons. As per requirement of Listing Agreement and provisions of "Code of Conduct" were sent to all Directors and the copy of the same is available from Registered Office of the Company.

6. DIRECTORS:

During the year ended March 31,2011 the Board consisted of the following Members:

Mr. Inder Bansal : Chairman-cum Managing Director

Mr. Anil Jain : Director

Mr. Arun Jain : Director

Mr. Rajesh Girotra : Director

The Board wishes to place on record its appreciation for the guidance and valuable services rendered by Mr. Inder Bansal and Mr. Anil Jain during their tenure as members of the Board.

Mr. Rajesh Girotra, who retires by rotation in the ensuing Annual General Meeting, is eligible and offers himself for re-appointment.

7. CORPORATE GOVERNANCE:

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. Your Company's Governance practices are described separately in Annual Report.

Corporate Governance is also related to Innovation and strategy as the organizations ideas of Innovation and strategies are driven to enhance stakeholder satisfaction.

8. DIRECTORS RESPONSIBILITY STATEMENT: :

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors to the best of their knowledge and belief confirm that:

(i) the applicable Accounting Standards have been followed along with proper explanation relating to material departures, in the preparation of the annual accounts for the year ended March 31,2011;

(ii) they have selected and applied consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts for the financial year ended March 31, 2011 on a 'Going Concern Basis'.

9. AUDITORS AND AUDITORS' REPORT:

M/s RPRP & ASSOCIATES, Chartered Accountants, Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are being eligible for re- appointment. The Company has received certificate from M/s RPRP & ASSOCIATES, Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act. The Board recommends their re-appointment.

10. THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED:

During the year under report, there was no employee drawing a salary exceeding the limits prescribed u/s 217 (2A) of the Companies Act, 1956 read with rules made there under.

11. ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

— Information as required u/s 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 is set out as under:

A. Conservation Of Energy: The Company is not a manufacturing company hence clause related to conservation of energy is not applicable to the company.

B. Technology Absorption: The Company accept the latest technologies whenever required.

C. Foreign Exchange Earning & Outgo: NIL

12.Green Initiatives in Corporate Governance

Ministry of Corporate Affairs has recently permitted Companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. We have accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on written request to the company at Registered Office address. !

13. NSDL & CDSL:

Company's securities are under process for admission with NSDL and CDSL for dematerialization.

14. LISTING AND LISTING FEE:

The Equity shares of the company are listed at Bombay Stock Exchange (BSE), Delhi Stock Exchange (DSE), Ahmadabad Stock Exchange (ASE) and Ludhiana Stock Exchange (LSE). The annual Listing fees for the year 2010-11 have been paid to all these Stock Exchanges.

15. REVOCATION OF SUSPENSION

The company is pursuing with Bombay stock Exchange for revocation of suspension of trading of its securities. The Board of Directors expects that the trading of the securities of the company at BSE platform will resume shortly.

16. ACKNOWLEDGEMENTS

The Board wishes to express appreciation and place on record its gratitude for the faith reposed in and co-operation extended to the Company by the Creditors, Investors, Banks and Government Authorities for their continued support.

Your Directors also wish to place on record their appreciation of the dedicated and sincere services rendered by the executives and staff of the Company.

The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come,

For and on behalf of the Board of Directors

For Aashee Infotech Limited

INDER BANSAL

Chairman

Place: Delhi

Dated: 6th September, 2011


Mar 31, 2010

The Directors present the Twenty Third Annual Report and the audited accounts for the year ended March 31, 2010:

1.FINANCIAL RESULTS:

(000)

Particulars 2009-2010 2008-2009

-Sales & Other Income 199488.62 126593.16

-Profit / (Loss) before extraordinary items 1019.46 676.84

-Profit / (Loss) after Extraordinary Items

and taxation carried to Balance Sheet. 1019.46 353.07

-Appropriations Proposed Dividend Nil Nil

Transfer to Gen. Reserve Nil Nil

2. OPERATIONS:

During the year under review, the turnover of the Company increased to Rs. 1994.89 lac as against Rs 1265.93 lac reported last year, registering an excess trend to the extent of 57%. The company has earned a net profit, before extraordinary items, of Rs. 10.19 lac, as against the net profit of Rs.6.76 lac reported last year, which also registered a increase trend of 51 %.

3. DEPOSITS:

Your company has not accepted any deposits from public within the meaning of Section 58-A of the Companies Act, 1956 and the rules framed there under.

4. DIVIDEND:

Due to brought forward losses, your Directors do not recommend any dividend.

5. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGERIAL PERSONS

The Company in its Board of Directors meeting held on 27.01.2006 has approved the "code of conduct" applicable for all board members and senior managerial persons. As per requirement of Listing Agreement and provisions of "code of conduct" were sent to all Directors and the copy of the same is available from Registered Office of the Company.

6. DIRECTORS:

Sh. Rajesh Goel has resigned from the Directorship of the Company during the year under review.

Mr. Anil Jain has appointed as an additional Director w.e.f. 28* April, 2010. Sh. Arun Jain, Director, retire from the board by rotation and being eligible offer himself for re-appointment. The Board recommends his appointment as the Director of the Company. There were no other changes in the Board of Directors during the year under review.

7. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, with the Stock Exchanges, Report on Corporate Governance has been included in the Annual Report as separate section.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

9. AUDITORS AND AUDITORS REPORT:

M/s UBS & Co. Chartered Accountants has given the notice to the Company, in writing of their unwillingness to be re-appointed. The Company recommends the appointment M/s RPRP & Associates, Chartered Accountants, Statutory Auditors of the Company, subject to the approval of Members at the ensuing Annual General Meeting. The Company has received letter from M/s RPRP & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act.

The notes on accounts referred to the Auditors Report are self-explanatory and therefore do not call for any further comments.

10. THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED:

During the year under report, there was no employee drawing a salary exceeding the limits prescribed u/s 217 (2A) of the Companies Act, 1956 read with rules made there under.

11. ENERGY,TECHNOLGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

Information as required u/s 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 is set out as under:

A. Conservation Of Energy: The Company is not a manufacturing company hence clause related to conservation of energy is not applicable to the company.

B. Technology Absorption: The Company accept the latest technologies whenever required.

C. Foreign Exchange Earning & Outgo: NIL

12. NSDL&CDSL:

As mentioned in the previous years, the companys securities are still pending for admission with NSDL and CDSL for dematerialization.

13. LISTING AND LISTING FEE:

The Company has paid the listing fee of Bombay Stock Exchange Limited, Delhi Stock Exchange, Ahmedabad and Ludhiana Stock Exchange in full including all arrears and all the necessary compliances of Listing Agreement are complied with all the Stock Exchanges now. The company is pursuing Bombay stock Exchange for revocation of suspension of trading of shares.

14. REVOCATION OF SUSPENTION

The Ludhiana Stock Exchange has revoked the suspension on trading of the shares of the company w.e.f. 11/03/2010. The Company is in Process of Revocation with Bombay Stock Exchange.

15. ACKNOWLEDGEMENT:

The Directors wish to thank creditors, investors, Banks and Government Authorities for their continued support. The Directors also wish to place on record their appreciation for the co-operation and contribution made by the executives and staff of the Company.

By Order of the Board of Directors

Aashee Infotech Limited

(Inder Bansal)

Place: Delhi Chairman &

Dated: 04.09.2010 Managing Director

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