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Directors Report of Asahi Industries Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors hereby presents the 22nd Annual Report on the business and operations of your Company along with the Audited Statements of Accounts for the Financial Year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

2014-2015 2013-2014 (Rs. in Lacs) (Rs. in Lacs)

Revenue from operations 52887.17 25932.87

Finance Cost 109.06 144.25

Depreciation and Amortization Expense 1360.88 1364.65

Profit before Tax (134.09) (13.94)

Provision for Tax Current Tax

Deferred Tax Liabilities/ (Assets) 153.43 108.22

Profit/Loss after Tax 19.34 94.28

Note: Previous year figures have been regrouped/ rearranged wherever necessary.

DIVIDEND

Due to inadequacy of profits during the year under report, your Directors do not recommend dividend on the Equity Shares of the Company.

REVIEW OF PERFORMANCE

During the year, the Turnover of Company has substantially increased to Rs 52887.17 Lacs as against Rs. 25932.87 Lacs in respect of the previous Financial Year ended 31st March, 2014. The Profit after Tax is increased to Rs. 19.34 Lacs in the Financial Year ended 31st March, 2015 as against Rs. 94.28 Lacs in the previous Financial year ended 31st March, 2014 after considering deferred tax assets of Rs. 153.43 Lacs as against 108.22 Lacs in the previous financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Section 203 of the Companies Act, 2013, Ms. Monica Bohra was appointed as the post of whole-time Company secretary and Compliance officer of the Company w.e.f. 09 January, 2014

In accordance with the Section 203 of the Companies Act, 2013, Mr. Ravindra Chitale was appointed as the post of Chief Financial officer of the Company w.e.f. 14 August, 2014

During the year under Report, Mr. Gaje Singh Solanki and Ms. Monica Bohra resigned on August, 30, 2014 and February 13, 2015 respectively as the post of whole-time Company secretary and Compliance officer of the Company.

During the year under Report, Ms. Martina Keny (DIN No 07194903) as appointed has an Additional Director w.e.f. 30th March, 2015 and Shri Suraj Singh (DIN No 06923815) has been Appointed as an Addditional Director of the Company w.e.f. 14th August, 2014.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A".

MEETINGS OF THE BOARD

Six meetings of the Board of Directors and Four Meeting of audit committee were held during the year. For further details, please refer report on corporate governance section in this Annual Report.

COMMITTEES OF THE BOARD

Currently, the Board has Six committees: the audit committee, nomination and remuneration committee, Management and Finance Committee, Sexual Harassment Committee, stakeholder's relationship committee, and risk and Management committee. All committees, except the risk and Management committee, consist entirely of independent directors.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

BOARD EVALUATION

Pursuant to the provisions if the Companies Act, 2013 and Clause 49 of the Listing Agreement, The Nomination and Remuneration Committee have defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Director.

In accordance with the criteria and procedure the Independent Directors considered/evaluated the Board's performance, Performance of the Chairman and other Non-Independent Directors.

The Board has undergone a formal review which comprised Board effectiveness survey and review of materials. The Board subsequently evaluated its own performance, the working of its committees (Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee and Management and Finance Committee) and Independent Directors (without the participation of the relevant director) The Directors were evaluated on aspects such as attendance and contribution at Board / Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director and CEO Areas on which the Committees were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the director being evaluated. The performance evaluation of the chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committee and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc. through various programmers.

The details of such familiarization programmed shall be disclosed on the Company's website at the following web link: http:// asahiind.com/wp/

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations Obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.asahiind.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No of complaints received : Nil

No of complaints disposed off : Nil

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

RELATED PARTY TRANSACTIONS:

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arm's Length pricing basis. There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Notes to the financial statements.

The Company has also adopted Related Party Transaction Policy as required under Clause 49 of the Listing Agreement.

The Board has approved the policy on Related Party Transactions and Material Subsidiary. The policies have been uploaded on the Company's website, under the web link: http://asahiind.com/wp/related-party-transactions/

Material changes and commitments affecting the financial position of the Company which have occurred between March 31,2015 and 5th August, 2015:

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2015) and the date of the Report 5th August, 2015).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure B to the Board's report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees drew remuneration of Rs. 60,00,000/- or more per annum/ Rs. 5,00,000/- or more per month during the year or drew remuneration in excess of the remuneration drawn by Managing Director or Whole-time Directors or Manager and does not hold either by himself or through his spouse or dependent children 2 per cent or more equity shares of the company. The details of the employees remuneration is provided in the Annexure -C forming a part of Annual Report

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Detail of loans, investments, guarantees and securities covered under the provision of section 186 of Companies' Act 2013 are given in the notes to the financial statement.

INSURANCE:

The properties, stock, assets of your Company are adequately insured..

REPORT ON CORPORATE GOVERNANCE

The Company has complied with Corporate Governance Code as stipulated under Clause 49 of the Listing Agreement. A separate section on Corporate Governance along with a certificate from M/s. A. F. Khasgiwala & Co., Statutory Auditors and Shri Narayan Ghumatkar, Managing Director, confirming the compliance with the said Clause, forms part of this report.

HUMAN RESOURCES MANAGEMENT

The Company recognizes that in a people-intensive business, major gains can be scored in the area of productivity management. In view of this, the Company has strengthened its people management through performance-linked incentives, amenities, training, Multi-skilling and career path identification.

The Company is of firm belief that good Human Resource (HR) Management would ensure success through high performance. HR strategy and plans of the Company are deeply embedded with the organizational goals. In order to enhance the manpower productivity, the goal is set to increase the production capacity of the plant and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goals of MD are shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team is being made to the plant to meet the employees and also interaction meetings are conducted to get their feedback, based on which HR policies are improved continuously. The process has resulted in better employer-employee relationship.

The Company lays due emphasis on all-round development of its human resource. Hence, training of the employees is aimed at systemic development of knowledge, skills, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/S Kothari Singhai & Associates a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure D"

COST AUDITOR

As per the requirements of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013, your Company carries out an audit of cost records every year.

STATUTORY AUDITOR

M/s. A. F. Khasgiwala & Co., Chartered Accountants, (Membership No. 006491, Firm Registration No. 105114W) had been appointed for a period of 3 (Three) consecutive years at the 21st Annual General Meeting of the Company held on 26th July, 2014, subject to ratification of such appointment by the Members at every subsequent Annual General Meeting.

Further, the Company has received the consent and eligibility of the Statutory Auditor under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for continuing as the Auditors of the Company.

As required under Clause 41 of the Listing Agreement, the Auditor have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Audit Committee and the Board of Directors have recommended the ratification of the appointment of the Statutory Auditor for the Financial Year 2015-16.

The necessary resolution is being placed before the shareholders for approval.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the assistance and support extended by Banks, Consultants, Solicitors, Shareholders and Employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Martina Keny Date: 5th August, 2015 Chairperson


Mar 31, 2014

Dear Members,

The Board of Directors hereby presents the 21st Annual Report on the business and operations of your Company along with the Audited Statements of Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

2013-2014 2012-2013 (Rs. in Lacs) (Rs. in Lacs)

Revenue from operations 25932.87 20846.67

Finance Cost 144.25 151.87

Depreciation and Amortization Expense 1364.65 1352.44

Profit before Tax (13.94) 45.41

Provision for Tax

Current Tax 8.65 Deferred Tax Liabilities/ (Assets) 108.22 47.73

Profit/Loss after Tax 94.28 84.48

Note: Previous year figures have been regrouped/ rearranged wherever necessary.

DIVIDEND

Due to inadequacy of profits during the year under report, your Directors do not recommend dividend on the Equity Shares of the Company.

REVIEW OF PERFORMANCE

During the year, the Turnover of Company has substantially increased to Rs. 25932.87 Lacs as against Rs. 20846.67 Lacs in respect of the previous Financial Year ended 31st March, 2014. The Profit after Tax is increased to Rs. 94.28 Lacs in the Financial Year ended 31st March, 2014 as against Rs. 84.48 Lacs in the previous Financial year ended 31st March, 2013 after considering deferred tax assets of Rs. 108.22 Lacs as against Rs. 47.7 Lacs in the previous financial year.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Company proposes Shri Jodharam Dhaka, Shri Shivprasad Shrivastav, and Shri Manoj Kumar Sharma, Independent Directors of the Company, to re-appointe them for five (5) consecutive years commencing from the 26th July, 2014 to 25th July, 2019.

In the Board Meeting held on 29th May, 2014, Mr Subhash Chandra Bhargava Independent Director of the Company expressed his unwillingness to be reappointed in the 21st Annual General Meeting of the Company.

During the year under Report, Mr. Gaurav Kumar Tayal has been resigned from Directorship w.e.f. 29th August, 2013 and Mr. Saurabh Kumar Tayal has been Appointed as an Addditional Director of the Company w.e.f. 29th August, 2013 and resigned from the directorship w.e.f. 15th November, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures.

(ii) that 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 statement of Profit & Loss of the Company for the year under review;

(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 accounts for the Financial Year ended 31st March 2014, on a ''going concern'' basis.

(v) That the accounts have been prepared on the basis of the revised schedule VI & The Companies Act, 1956, accordingly the previous year figures have adjust/ regroup/ rearranged to confirm with the current year figure.

AUDIT COMMITTEE

The composition of Audit Committee is given in the Report on Corporate Governance.

SHARE TRANSFER AND INVESTORS'' GRIEVEANCE COMMITTEE

The composition of Share Holder relationship Committee is given in the Report on Corporate Governance.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

The Company has complied with Corporate Governance Code as stipulated under Clause 49 of the Listing Agreement. A separate section on Corporate Governance alongwith a certificate from M/s. A. F. Khasgiwala & Co., Statutory Auditors and Shri Narayan Ghumatkar, Managing Director, confirming the compliance with the said Clause, and Management Discussion and Analysis statement are forms part of this report.

HUMAN RESOLURCE DEVELOPMENT

The Company has a team of able and experienced professionals. The Company believes that the quality of its employees is the key to its success in the long run. The Company continues to have cordial relations with its employees.

Employees today are looking for development opportunities, future career options, empowerment and work-life balance in an organization. To retain leadership position, the Company continuously innovates and customizes its human resource (HR) strategy to meet changing employee needs.

The Company recognizes that in a people-intensive business, major gains can be scored in the area of productivity management. In view of this, the Company has strengthened its people management through performance-linked incentives, amenities, training, multi-skilling and career path identification.

The Company is of firm belief that good Human Resource (HR) Management would ensure success through high performance. HR strategy and plans of the Company are deeply embedded with the organizational goals. In order to enhance the manpower productivity, the goal is set to increase the production capacity of the plant and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goals of MD are shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team is being made to the plant to meet the employees and also interaction meetings are conducted to get their feedback, based on which HR policies are improved continuously. The process has resulted in better employer-employee relationship.

The Company lays due emphasis on all-round development of its human resource. Hence, training of the employees is aimed at systemic development of knowledge, skills, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

As its operations have expanded to new geographies, the Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed to making a positive contribution in a number of ways.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs. 60,00,000/- or more per annum employed throughout the year or Rs. 5,00,000/- or more per month employed for a part of the year. This information is furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

INSURANCE

The properties/assets of your Company are adequately insured.

AUDITORS

M/s. A. F. Khasgiwala & Co., Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. A. F. Khasgiwala & Co. to the effect that their re-appointment as Auditors, if made, would be within the limits under Section 141(3)(g) of the Companies Act, 2013.

COST AUDIT

As per the requirements of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013, your Company carries out an audit of cost records every year. The Company has M/s Rajendra Singh Bhati & Co., Cost Accountants, as Cost Auditor of the Company for the financial year 2013-14

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the assistance and support extended by Banks, Consultants, Solicitors, Shareholders and Employees of the Company.

For and on behalf of the Board of Directors

Sd/- Place : Mumbai Narayan Ghumatkar Date : 29th May, 2014 Chairman cum Managing Director


Mar 31, 2013

Dear Members,

The Board of Directors hereby presents the 20th Annual Report on the business and operations of your Company along with the Audited Statements of Accounts for the Financial Year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

2012-2013 2011-2012

Revenue from operations 20,846.67 16,954.05

Finance Cost 151.87 14.34

Depreciation and Amortization Expense 1,352.44 1,348.18

Profit before Tax 45.41 250.18 Provision for Tax

Current Tax 8.65 50.06

Deferred Tax Liabilities/ (Assets) 47.73 (11.94)

Profit/Loss after Tax 84.48 188.17

Note: Previous year figures have been regrouped/rearranged wherever necessary.

DIVIDEND

Due to inadequacy of profits during the year under report, your Directors do not recommend dividend on the Equity Shares of the Company.

REVIEW OF PERFORMANCE

During the year, the Turnover of Company has substantially increased to Rs. 20,846.67 Lacs as against Rs. 16,954.05 Lacs in respect of the previous Financial Year ended 31st March, 2012. The Profit before Exceptional and Extraordinary Items and Tax is Rs. 45.41 Lacs in the Financial Year ended 31st March, 2013 as against Rs. 250.18 Lacs in the previous Financial year ended 31st March, 2012. The profit after tax is Rs. 84.48 Lacs during the year under Report after considering Deferred tax Assets of Rs. 47.73 Lacs as against profit after tax of Rs. 11.94 Lacs in the previous Financial Year.

Certain spaces resulting out of realignment, have been leased out to improve the bottom line of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Jodharam Dhaka, and Shri Gaurav Kumar Tayal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. During the year under Report, Mr. Manoj Kumar Sharma has been Appointed as an Addditional Director of the Company w.e.f. 6th August, 2012. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Shri Manoj Kumar Sharma shall hold office upto the date of ensuing Annual General Meeting. The Notice pursuant to Section 257 of the Companies Act, 1956, has been received from the Member proposing the candidature of Shri Manoj Kumar Sharma for being appointed as a Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2013, the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures.

(ii) that 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 statement of Profit & Loss of the Company for the year under review;

(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 accounts for the Financial Year ended 31st March, 2013, on a ''going concern'' basis.

(v) That the accounts have been prepared on the basis of the revised schedule VI & The Companies Act, 1956, accordingly the previous year figures have adjust/ regroup/ rearranged to confirm with the current year figure.

AUDIT COMMITTEE

The composition of Audit Committee is given in the Report on Corporate Governance.

SHARE TRANSFER AND INVESTORS'' GRIEVANCE COMMITTEE

The composition of Share Transfer and Investors'' Grievance Committee is given in the Report on Corporate Governance.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

The Company has complied with Corporate Governance Code as stipulated under Clause 49 of the Listing Agreement. A separate section on Corporate Governance alongwith a certificate from M/s. A. F. Khasgiwala & Co., Statutory Auditors and Shri Narayan Ghumatkar, Managing Director, confirming the compliance with the said Clause, and Management Discussion and Analysis statement are forms part of this report.

SAFETY, HEALTH AND ENVIRONMENT

A sustained and meticulous effort continues to be exercised by the Company at the plant of the Company towards greener production and Environment Conservation. The Company preserves its efforts to indoctrinate safe and environmentally accountable behavior in every Employee as well as Vendors by compulsory annual training and refresher courses and frequent awareness programs. Mock drills of emergency preparedness are regularly conducted at the plant showing Company''s commitment towards safety, not only of its own men and plant, but also of the society at large. Involvement of workers in all safety matters has been encouraged by their participation in shop floor safety meetings. The health of employees and the environment in and around the plant area have been given due care and attention. The Company continues to comply with the prescribed Industrial Safety Environment Protection and Pollution Control Regulation at its production plant through periodic checks of the system involved and constant monitoring to meet the standards set by the Pollution Control Authorities, etc. The Plant of the Company is eco-friendly and do not generate any harmful effluents. Safety devices have been installed wherever necessary.

INDUSTRIAL RELATIONS & HUMAN RESOURCES MANAGEMENT

Employees today are looking for development opportunities, future career options, empowerment and work-life balance in an organization. To retain leadership position, the Company continuously innovates and customizes its human resource (HR) strategy to meet changing employee needs.

The Company recognizes that in a people-intensive business, major gains can be scored in the area of productivity management. In view of this, the Company has strengthened its people management through performance-linked incentives, amenities, training, multi-skilling and career path identification.

The Company is of firm belief that good Human Resource (HR) Management would ensure success through high performance. HR strategy and plans of the Company are deeply embedded with the organizational goals. In order to enhance the manpower productivity, the goal is set to increase the production capacity of the plant and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goals of MD are shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team is being made to the plant to meet the employees and also interaction meetings are conducted to get their feedback, based on which HR policies are improved continuously. The process has resulted in better employer-employee relationship.

The Company lays due emphasis on all-round development of its human resource. Hence, training of the employees is aimed at systemic development of knowledge, skills, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

As its operations have expanded to new geographies, the Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed to making a positive contribution in a number of ways. As a policy, the Company provides residence to its employees and facility of Schools and education to the children of the labours working in the factories of the Company.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs. 60,00,000/- or more per annum employed throughout the year or Rs. 5,00,000/- or more per month employed for a part of the year. This information is furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

INSURANCE

The properties/assets of your Company are adequately insured.

AUDITORS

M/s. A. F. Khasgiwala & Co., Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. A. F. Khasgiwala & Co. to the effect that their re-appointment as Auditors, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the assistance and support extended by Banks, Consultants, Solicitors, Shareholders and Employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Place : Mumbai Gaurav Kumar Tayal

Date : 29th May, 2013 Chairman


Mar 31, 2012

The Board of Directors hereby presents the 19th Annual Report on the business and operations of your Company along with the Audited Statements of Accounts for the Financial Year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

2011-2012 2010-2011 (Rs in Lacs) (Rs in Lacs)

Revenue from operations 16,954.05 12,443.91

Finance Cost 14.34 -

Depreciation and Amortization Expense 1,348.18 1,277.99

Profit before exceptional & Extraordinary Items & Tax 250.18 16.60 Exceptional Items & Extraordinary Items

Current Tax 50.06 3.31

Deferred Tax Liabilities/ (Assets) 11.94 89.67

Profit/Loss after Tax 188.17 102.96

Note : Previous year figures have been regrouped/ rearranged wherever necessary.

DIVIDEND

Due to inadequacy of profits during the year under report, your Directors do not recommend dividend on the Equity Shares of the Company.

REVIEW OF PERFORMANCE

During the year, the turnover of Company has substantially increased to Rs 16,954.05 Lacs as against Rs 12443.91 Lacs in respect of the previous Financial Year ended 31st March, 2011, registering a growth of around 36% over the previous Financial Year. The Profit before Exceptional and Extraordinary Items and Tax is Rs 250.18 Lacs in the Financial Year ended 31st March, 2012 as against Rs 16.60 Lacs in the previous Financial year ended 31st March, 2011. The profit after tax is Rs 188.17 Lacs during the year under Report after making provision for taxation of Rs 50.06 Lacs and after considering Deferred tax Assets of Rs 11.94 Lacs as against profit after tax of Rs 102.96 Lacs in the previous Financial Year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Subhash Chandra Bhargava, Independent Director and Shri Shivprasad Shrivastav, Director of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

During the year under Report, Ms. Mrinal Tayal and Shri Saurabh Kumar Tayal have resigned from the Directorship of the Company w.e.f. 25th November, 2011 and 22nd March, 2012 respectively. The Board places on record, the appreciation of the services rendered by Ms. Mrinal Tayal and Shri Saurabh Kumar Tayal during their tenure as the Directors, towards the growth of the Company.

Further, the Board of Directors of the Company had appointed Shri Gaurav Tayal as an Additional Director w.e.f. 28th April, 2012. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Shri Gaurav Tayal shall hold office upto the date of ensuing Annual General Meeting. The Notice pursuant to Section 257 of the Companies Act, 1956, has been received from the Member proposing the candidature of Shri Gaurav Tayal for being appointed as a Director of the Company.

On 21st February, 2012 the Board recorded the sudden and untimely death of Shri Jaikumar Mishra, Managing Director of the Company. Therefore The Board of Directors of the Company had appointed Shri Narayan Ghumatkar, as a Managing Director in their Meeting held on 28th April, 2012 due to casual vacancy caused by Shri Jaikumar Mishra and given their approval for the appointment of Shri Narayan Ghumatkar as the Managing Director of the Company on the terms and conditions as mentioned in the Notice of AGM.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2012, the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures.

(ii) that 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 statement of Profit & Loss of the Company for the year under review;

(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 accounts for the Financial Year ended 31st March 2012, on a 'going concern' basis.

(v) That the accounts have been prepared on the basis of the revised schedule VI & The Companies Act, 1956, accordingly the previous year figures have adjust/ regroup/ rearranged to confirm with the current year figure.

AUDIT COMMITTEE

The composition of Audit Committee is given in the Report on Corporate Governance.

SHARE TRANSFER AND INVESTORS' GRIEVANCE COMMITTEE

The composition of Share Transfer and Investors' Grievance Committee is given in the Report on Corporate Governance.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS STATEMENT

The Company has complied with Corporate Governance Code as stipulated under Clause 49 of the Listing Agreement. A separate section on Corporate Governance alongwith a certificate from M/s. A. F. Khasgiwala & Co., Statutory Auditors and Shri Narayan Ghumatkar, Managing Director, confirming the compliance with the said Clause, and Management Discussion & Analysis statement are forms part of this report.

SAFETY, HEALTH AND ENVIRONMENT

A sustained and meticulous effort continues to be exercised by the Company at the plant of the Company towards greener production and Environment Conservation. The Company preserves its efforts to indoctrinate safe and environmentally accountable behavior in every Employee as well as Vendors by compulsory annual training and refresher courses and frequent awareness programs. Mock drills of emergency preparedness are regularly conducted at the plant showing Company's commitment towards safety, not only of its own men and plant, but also of the society at large. Involvement of workers in all safety matters has been encouraged by their participation in shop floor safety meetings.

The health of employees and the environment in and around the plant area have been given due care and attention. The Company continues to comply with the prescribed Industrial Safety Environment Protection and Pollution Control Regulation at its production plant through periodic checks of the system involved and constant monitoring to meet the standards set by the Pollution Control Authorities, etc.

The Plant of the Company is eco-friendly and do not generate any harmful effluents. Safety devices have been installed wherever necessary.

INDUSTRIAL RELATIONS & HUMAN RESOURCES MANAGEMENT

Employees today are looking for development opportunities, future career options, empowerment and work-life balance in an organization. To retain leadership position, the Company continuously innovates and customizes its human resource (HR) strategy to meet changing employee needs.

The Company recognizes that in a people-intensive business, major gains can be scored in the area of productivity management. In view of this, the Company has strengthened its people management through performance-linked incentives, amenities, training, multi-skilling and career path identification.

The Company is of firm belief that good Human Resource (HR) Management would ensure success through high performance. HR strategy and plans of the Company are deeply embedded with the organizational goals. In order to enhance the manpower productivity, the goal is set to increase the production capacity of the plant and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goals of MD are shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team is being made to the plant to meet the employees and also interaction meetings are conducted to get their feedback, based on which HR policies are improved continuously. The process has resulted in better employer-employee relationship.

The Company lays due emphasis on all-round development of its human resource. Hence, training of the employees is aimed at systemic development of knowledge, skills, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

As its operations have expanded to new geographies, the Company has retained a collective focus on the various areas of corporate sustainability that impact people, environment and the society at large. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed to making a positive contribution in a number of ways.

As a policy, the Company provides residence to its employees and facility of Schools and education to the children of the labours working in the factories of the Company.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs 60,00,000/- or more per annum employed throughout the year or Rs 5,00,000/- or more per month employed for a part of the year. This information is furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

INSURANCE

The properties/assets of your Company are adequately insured.

AUDITORS

M/s. A. F. Khasgiwala & Co., Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. A. F. Khasgiwala & Co. to the effect that their re-appointment as Auditors, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the assistance and support extended by Banks, Consultants, Solicitors, Shareholders and Employees of the Company.

For and on Behalf of the Board of Directors

Place : Mumbai Sd/-

Date : 28th April, 2012 Gaurav Tayal

Chairman


Mar 31, 2011

The Board of Directors hereby presents the 18th Annual Report on the business and operations of your Company along with the Audited Statements of Accounts for the Financial Year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

2010-2011 2009-2010 (Rs. in Lacs) (Rs. in Lacs)

Sales 12443.91 8701.09

Profit before Depreciation, Interest and Tax 1294.59 1201.41

Depreciation 1277.99 1188.12

Provision for Tax 3.31 2.26

Deferred Tax Assets 89.67 112.46

Profit for the year 102.96 123.49

Profit/(Loss) brought forward from Previous Year (795.40) (918.89)

Profit/(Loss) carried to Balance Sheet (692.43) (795.40)

Note: Previous year figures have been regrouped/rearranged wherever necessary.

DIVIDEND

Due to inadequacy of profits during the year under report, your Directors do not recommend dividend on the Equity Shares of the Company.

REVIEW OF PERFORMANCE

During the year, the Turnover of Company has substantially increased to Rs. 12443.91 Lacs as against Rs. 8701.09 Lacs in respect of the previous Financial Year ended 31st March, 2010, registering a growth of around 43% over the previous Financial Year. The Profit before Depreciation, Interest and Tax is Rs. 1294.59 Lacs in the Financial Year ended 31st March, 2011 as against Rs. 1201.41 Lacs in the previous Financial year ended 31st March, 2010. The profit after tax is Rs. 102.96 Lacs during the year under Report after making provision for taxation of Rs. 3.31 Lacs and after considering Deferred tax Assets of Rs. 89.67 Lacs as against profit after tax of Rs 123.49 Lacs in the previous Financial Year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Saurabh Kumar Tayal, Non-Executive Chairman and Shri Mahesh Prasad Mehrotra, Director of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

During the year under Report, Shri Mahendrabhai Patel, Shri Harinder Kumar and Dr. Pritam Singh Pritam have resigned from the Directorship of the Company w.e.f. 5th October, 2010, 16th October, 2010 and 6th December, 2010, respectively. The Board places on record, the appreciation of the services rendered by Shri Mahendrabhai Patel, Shri Harinder Kumar and Dr. Pritam Singh Pritam during their tenure as the Directors, towards the growth of the Company.

Further, the Board of Directors of the Company had appointed Ms. Mrinal Tayal as an Additional Director w.e.f. 14th December, 2011. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Ms. Mrinal Tayal shall hold office upto the date of ensuing Annual General Meeting. The Notice pursuant to Section 257 of the Companies Act, 1956, has been received from the Member proposing the candidature of Ms. Mrinal Tayal for being appointed as a Director of the Company.

Further the tenure of Shri Jaikumar Vishwanath Mishra as the Managing Director of the Company had expired on 15th January, 2011. The Board of Directors of the Company had, in their Meeting held on 5th February, 2011, given their approval for the re-appointment of Shri Jaikumar Vishwanath Mishra as the Managing Director of the Company on the terms and conditions as mentioned in the Notice of AGM.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2011, the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures.

(ii) that 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 or Loss of the Company for the year under review;

(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 accounts for the Financial Year ended 31st March 2011, on a going concern basis.

CHANGE OF NAME OF THE COMPANY

The name of the Company has been changed from M/s. Asahi Fibres Limited to "ASAHI INDUSTRIES LIMITED" in accordance with the provisions of Section 21 of the Companies Act, 1956. In this regard, the Company has received Fresh Certificate of Incorporation consequent upon Change of name of the Company dated 21st October, 2010, from the Government of India-Ministry of Corporate Affairs, Registrar of Companies, Mumbai, Maharashtra.

RESUMPTION IN TRADING AT THE BOMBAY STOCK EXCHANGE LIMITED

Your Directors have pleasure in appraising that Bombay Stock Exchange Limited had, vide Notice No. 20101025-13 dated 25th October, 2010, granted permission for resumption in the trading of the Equity shares of the Company w.e.f. 29th October, 2010, in T group under the Scrip code 514482.

ADMISSION OF THE EQUITY SHARES OF THE COMPANY AT NSDL

Your Directors have pleasure in appraising that the National Securities Depository Limited (NSDL) has admitted the Equity Shares of the Company on their depository system under the ISIN INE745I01015 vide Circular No. NSDL/PI/2010/2697dated 1st December, 2010.

DELISTING OF EQUITY SHARES

Your Directors hereby informs that the Equity shares of the Company have been automatically de-listed from the Saurashtra Kutch Stock Exchange Limited vide Letter No. SKSE/10-11/154 dated 13th October, 2010, on account of withdrawal of the recognition of the said Stock Exchange by SEBI.

Further, the Company is in the process of applying for the delisting of the Equity shares from the Ahmedabad Stock Exchange Limited under the Scrip Code 05153.

AUDIT COMMITTEE

The composition of Audit Committee is given in the Report on Corporate Governance.

SHARE TRANSFER AND INVESTORS GRIEVANCE COMMITTEE

The composition of Share Transfer and Investors Grievance Committee is given in the Report on Corporate Governance.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with Corporate Governance Code as stipulated under Clause 49 of the Listing Agreement. A separate section on Corporate Governance alongwith a certificate from M/s. A. F. Khasgiwala & Co., Statutory Auditors and Shri Jaikumar Vishwanath Mishra, Managing Director, confirming the compliance with the said Clause, forms part of this report.

SAFETY, HEALTH AND ENVIRONMENT

A sustained and meticulous effort continues to be exercised by the Company at the plant of the Company towards greener production and Environment Conservation. The Company perseveres its efforts to indoctrinate safe and environmentally accountable behavior in every Employee as well as Vendors by compulsory annual training and refresher courses and frequent awareness programs. Mock drills of emergency preparedness are regularly conducted at the plant showing Companys commitment towards safety, not only of its own men and plant, but also of the society at large. Involvement of workers in all safety matters has been encouraged by their participation in shop floor safety meetings.

The health of employees and the environment in and around the plant area have been given due care and attention. The Company continues to comply with the prescribed Industrial Safety Environment Protection and Pollution Control Regulations at its production plant through periodic checks of the system involved and constant monitoring to meet the standards set by the Pollution Control Authorities, etc.

The Plant of the Company is eco-friendly and do not generate any harmful effluents. Safety devices have been installed wherever necessary.

INDUSTRIAL RELATIONS & HUMAN RESOURCES MANAGEMENT

The Company recognizes that in a people-intensive business, major gains can be scored in the area of productivity management. In view of this, the Company has strengthened its people management through performance-linked incentives, amenities, training, multi-skilling and career path identification.

The Company is of firm belief that good Human Resource (HR) Management would ensure success through high performance. HR strategy and plans of the Company are deeply embedded with the organizational goals. In order to enhance the manpower productivity, the goal is set to increase the production capacity of the plant and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goals of MD are shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team is being made to the plant to meet the employees and also interaction meetings are conducted to get their feedback, based on which HR policies are improved continuously. The process has resulted in better employer-employee relationship.

The Company lays due emphasis on all-round development of its human resource. Hence, training of the employees is aimed at systemic development of knowledge, skills, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs.60,00,000/- or more per annum employed throughout the year or Rs.5,00,000/- or more per month employed for a part of the year. This information is furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS

During the year under report the Company has not accepted any fixed deposits.

INSURANCE

The properties/assets of your Company are adequately insured.

AUDITORS

M/s. A. F. Khasgiwala & Co., Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. A. F. Khasgiwala & Co. to the effect that their re-appointment as Auditors, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the assistance and support extended by Banks, Consultants, Solicitors, Shareholders and Employees of the Company.

For and on behalf of the Board of Directors

Sd/- Place: Mumbai Saurabh Kumar Tayal Date: 28th April, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report of ASAHI FIBRES LIMITED with the Audited Statements of Accounts for the Financial Year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

2009-2010 2008-2009

(Rs. in Lacs) (Rs. in Lacs)

Sales 8701.09 2848.70

Profit before Depreciation, Interest and Tax 1201.41 354.95

Depreciation 1188.12 283.81

Provision for Tax 2.26 10.37

Deferred Tax Liability (112.46) 435.56

Profit/(Loss) for the year 123.49 (374.80)

Profit/(Loss) brought forward from Previous Year (918.89) (544.09)

Profit/(Loss) carried to Balance Sheet (795.40) (918.89)

Note: Previous year figures have been regrouped/rearranged wherever necessary.

DIVIDEND

Due to inadequacy of profits during the year under report, your Directors do not recommend dividend on the Equity Shares of the Company.

REVIEW OF OPERATIONS

During the year, the Sales Turnover of Company has substantially increased to Rs. 8701.09 Lacs as against Rs. 2848.70 Lacs in respect of the previous Financial Year ended 31st March, 2009 registering a growth of around 205% over the previous Financial Year. There is a tremendous increase in Sales as the Company had installed additional 60,000 spindles in its existing unit at Valsad, Gujrat resulting in the expansion of the existing production capacity of cotton yarn. The Profit before Depreciation, Interest and Tax is Rs. 1201.41 Lacs in the Financial Year ended 31st March, 2010 as against Rs. 354.95 Lacs in the previous Financial Year registering a growth of around 238% over the previous year. The profit after tax was Rs. 123.49 Lacs during the year under Report after making provision for taxation of Rs. 2.26 Lacs and after considering Deferred tax Assets of Rs. 112.46 Lacs as against loss after tax of Rs 374.80 Lacs in the previous Financial Year.

EXPANSION PROJECT

The Company is implementing the expansion of its existing cotton spinning project at Valsad, Gujarat. The Company is planning to install 1,26,000 spindles (out of which 60,000 spindles have already been installed), which would result in the total capacity expansion of 22508 TPA of the cotton yarn. The Company is also planning to install 28,000 Rotors which would result in the capacity expansion of 5984 TPA of the cotton yarn.

The Estimated cost of the expansion project is Rs. 335 Crore of which Rs. 135 Crore will be brought in by the Promoters and Rs. 200 Crore will be raised by way of Term Loan. The Promoters have already incurred a capital expenditure of Rs. 141.23 Crore upto March 2010 and the Company is in process of tying up Term Loan of Rs. 200 Crore to part finance the project.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Jodha Ram Dhaka and Shri Shiv Prasad Srivastav, Directors of the Company, are due to retire by rotation at the forthcoming Annual General Meeting, and being eligible, have offered themselves for re-appointment.

During the year under Report, Dr. Bidhubhusan Samal and Shri Sridar Venkatesan had resigned as the Directors of the Company w.e.f. 13th March, 2010 and 15th March, 2010 respectively. The Board places on record its appreciation of the

sincere contribution made by Dr. Bidhubhusan Samal and Shri Sridar Venkatesan to the Company during their tenure as the Directors of the Company.

The Board of Directors of the Company had, in its Meeting held on 18th March, 2010, appointed Dr. Pritam Singh Pritam and Shri Mahesh Prasad Mehrotra and in its Meeting held on 20th May, 2010 appointed Shri Subhash Chandra Bhargava as Additional Directors of the Company.

All the aforesaid Additional Directors shall hold office upto the date of ensuing Annual General Meeting and are eligible for appointment as Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2010 the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures.

(ii) that 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 or Loss of the Company for the year under review;

(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 accounts for the Financial Year ended 31st March 2010 on a going concernbasis.

CHANGE OF NAME OF THE COMPANY

The Company has obtained the approval of its Members in the Extra-ordinary General Meeting dated 27th March, 2010 to change the name of the Company to "ASAHI INDUSTRIES LIMITED". The Company has already filed an Application with the Central Government as required under Section 21 of the Companies Act, 1956 for its approval to change the name. The name of the Company shall be changed as above after the approval of the Central Government is received.

AUDIT COMMITTEE

The composition of Audit Committee is as given in the Report on Corporate Governance.

SHARE TRANSFER AND INVESTORS GRIEVANCE COMMITTEE

The composition of Share Transfer and Investors Grievance Committee is as given in the Report on Corporate Governance.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with Corporate Governance Code as stipulated under Clause 49 of the Listing Agreement. A separate section on Corporate Governance alongwith a Certificate from M/s. A. F. Khasgiwala & Co., Practising Chartered Accountants confirming the Compliance is annexed and forms part of this report.

SAFETY, HEALTH AND ENVIRONMENT

Sustained and meticulous efforts continues to be exercised by the Company at the plant of the Company towards greener production and Environment Conservation. The Company perseveres in its efforts to indoctrinate safe and environmentally accountable behavior in every Employee as well as Vendors by compulsory annual training and refresher courses and frequent awareness programs. Mock drills of emergency preparedness are regularly conducted at the plant showing Companys commitment towards safety, not only of its own men and plant, but also of the society at large.

Safety records at plant showed considerable improvement and accident statistics showed a downward trend. This was made possible by strict adherence to laid-down procedures and following of International Guidelines. Involvement of workers in all safety matters has been encouraged by their participation in shop floor safety meetings.

The health of employees and the environment in and around the plant area have been given due care and attention. The Company continued to comply with the prescribed Industrial Safety Environment Protection and Pollution Control Regulation at its production plant through periodic checks of the system involved and constant monitoringi to meet the standards set by the Pollution Control Authorities, etc.

The Mills of the Company are eco-friendly and do not generate any harmful effluents. They have facilities for captive power generation as a stand-by arrangement to meet any contingency. Safety devices have been installed wherever necessary.

INDUSTRIAL REALATIONS & HUMAN RESOURCES MANAGEMENT

The Company recognizes that in a people intensive business, major gains can be scored in the area of productivity management. In view of this, the Company has strengthened its people management through performance-linked incentives, amenities, training, multi-skilling and career path identification.

The Company is of firm belief that good Human Resource (HR) Management would ensure success through high performance. HR strategy and plans of the Company are deeply embedded with the organizational goals. In order to enhance the manpower productivity the goal is set to increase the production capacity of the plant and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goals of MD are shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team is being made to the plant to meet the employees and also interaction meetings are conducted to get their feed back, based on which HR policies are improved continuously. The process has resulted in better employer-employee relationship.

The Company lays due emphasis on all-round development of its human resource. Hence, training of the employees is aimed at systemic development of knowledge, skills, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs.24,00,000/- or more per annum employed throughout the year or Rs.2,00,000/- or more per month employed for a part of the year. This information is furnished as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS

During the year under report the Company has not accepted any fixed deposits.

INSURANCE

The properties/assets of your Company are adequately insured.

AUDITORS

M/s. A. F. Khasgiwala & Co., Practising Chartered Accountants, the statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointnnent. The Company has received a letter from M/s. A. F. Khasgiwala & Co. to the effect that their re-appointment as Auditors;, if made, would be within the limits under Section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the assistance and support extended by Banks, Consultants, Solicitors, Shareholders and Employees of the Company.

For and on behalf of the Board of Directors

Sd/- Place: Mumbai Saurabh Kumar Tayal

Date: 20th May, 2010 Chairman

 
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