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Directors Report of Ashiana Agro Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting their Twenty fifth Annual Report and Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The summarized financial results for the year ended 31st March, 2015 are as follows:-

Rupees in Lacs

2014-2015 2013-14

Total Income 39.76 23.23

Profit before Interest & Depreciation 0.11 3.92

Interest: - -

Depreciation: 0.01 (-) 0.01 0.01 (-) 0.01

Profit before tax 0.10 3.91

Less: Tax Expenses 0.03 2.20

Profit for the Year 0.07 1.71

TDS receivables (-) adjusted against P&LA/c (-) 7.38

Balance Loss (-) brought forward from previous(-) 200.30 (-) 202.01 year

Balance carried to Balance Sheet (Loss) (-) 207.62 (-) 200.30

Keeping in view the accumulated losses and the negligible profits, the directors are unable to recommend payment of any dividend for the year under review.

OPERATIONS

Commercial operations of the company has just resumed on an experimental basis during the year under review. The new management has identified Packaging Business as a new area. The new management has the expertise and experience to run this type of business. In order to enable the Company to undertake businesses as above, it is proposed to amend the Main Objects Clause of the Memorandum of Association by adding the new objects.

The Company is proposing a Postal Ballot seeking the Shareholders approval by way of Special Resolution to alter the Objects Clause of the Memorandum of Association so as to do the proposed Packaging business Postal Ballot Notice is being issued to the shareholders separately.

Your Company will comply with the provisions of the Companies' Act, 2013 and directions of the stock exchanges/SEBI/other Government authorities in connection with the alteration of the Objects clause of the Memorandum of Association.

POSTAL BALLOT

The Company is proposing a Postal Ballot seeking the Shareholders approval by way of Special Resolutions to alter the Objects Clause of the Memorandum of Association so as to do the proposed Packaging business and to make loans in excess of the limit laid down under Section 186 of the Companies'Act, 2013 but limited to a maximum of amount of Rs.230.00 Lacs. Postal Ballot Notice is being issued to the shareholders separately.

DIRECTORS

Shri Radesh Rangarajan , Director retires by rotation and is eligible for re-election. The Term of Shri Pavan Kumar Matli, Whole Time Director, expired on 30th June, 2015. The Board has approved his re-appointment as Whole Time Director for a further period of five years with effect from 1st July, 2015. The Board has also appointed Dr.Vemareddy Srutha Keerthi as Director with effect from 25th March, 2015 so as to comply with the SEBI directive which states that every listed company should have a Woman Director on its Board. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing the candidature of Dr.Vemareddy Srutha Keerthi as a Director who is liable to retire by rotation with requisite security deposit. The Board recommends re-appointment of all these three directors.

BOARD MEETINGS

During the Financial Year ended 31.3.2015, Board Meetings held on 2.4.2014, 26.5.2014, 4.8.2014, 5.8.2014, 28.9.2014,5.11.2014,11.2.2015 and 25.3.2015.

Your Company has a policy of appointing adequately qualified persons only to the Board keeping in view the requirements of listing agreement with the stock exchanges and the Corporate Governance guidelines.

INDEPENDENT DIRECTORS

Shri V.Shankar and Shri Nirmal Kumar Dash, independent directors on the board of the Company , have furnished a declaration to the company under Section 149(7) of the Companies Act, 2013 saying that they meet the criteria of independent director as laid down under Section 149(6) ofthe Companies'Act, 2013.

They have been appointed fora period of five years and are not liable to retire by rotation.

LOAN

The Company has advanced a loan of Rs.150.00 lacs to M/s. Diadem Enterprises Pvt Ltd., Chennai at an interest rate of 10% p.a. This loan is repayable on demand. M/s. Diadem Enterprises Pvt.Ltd. are the manufacturers of multi coloured labels for various products.

CORPORATE SOCIAL RESPONSIBILITY

The Company is fully aware of its corporate social responsibility. Your company is not presently involved in any manufacturing actitvity . As it is involved in trading activities in a limited way right now, it has very limited employees. When it expands its operations it will earmark a part of its revenue for social initiatives in and around the area of its operations.

RISK MANAGEMENT POLICY

The Company will have a risk management policy as and when it restarts its trading/manufacturing operations. Company's risk will be covered adequately by insurance policies in the long term.

FIXED DEPOSITS

Your Company has not accepted or invited any fixed deposits during the period under review.

STATUTORY AUDITORS

M/s. Prasan Associates, Chartered Accountants, Chennai continues as Statutory Auditors ofthe company from the conclusion ofthe 24th AGM until the conclusion of the27th Annual General Meeting to be held in Sept., 2017. The Board has proposed the ratification of appointment of M/s.Prasan Associates as Auditors from the conclusion of this AGM until the conclusion ofthe next AGM to be held in Sept.2016 by the Shareholders.

SECERETARIAL AUDITORS

Pursuant to provisions of section 204 of the Companies Act, 2013 and Companies (appointment appointment of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has appointed M/s. C. B. Mishra & Associates, a firm of Practising Company Secretaries in Practice, to undertake the Secretarial Audit ofthe Company for the Financial Year ended on 31 st march, 2015. The Secretarial Audit Report in the Prescribed Form No. MR - 3, is annexed as Annexure 'D'.

M/s. C. B. Mishra &Associates, in their Audit report dated 5th August, 2015 for the Financial year 2014-15 have stated that the necessary compliance for alteration of Main Object was not carried out during the Audit Period. The Directors are ofthe view that when ever the Company finalise the diversification ofthe business activities, the alteration of the Main Object Clause ofthe Memorandum will be carried out through Potal Ballot.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are to be furnished pursuant to Section 197(12) ofthe Companies'Act, 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

There are no particulars which are required to be furnished pursuant to Section 134 of the Companies Act, 2013 as the production activities of the Company remained suspended during the year under review. The company has neither earned nor utilized any foreign exchange during the year under review.

LISTING OF SHARES

The shares of the Company are listed with BSE Ltd., Mumbai, Jaipur Stock Exchange Ltd., Jaipur and Delhi Stock Exchange Assn.Ltd., Delhi. Jaipur and Delhi Stock Exchanges have been derecognized by SEBI. Stock Exchange Regulations are complied with from time to time. Demat facilities are available with NSDL and CDSL. INE Number is INE709D01012forCDSLand NSDL

REGISTRARS AND SHARE TRANSFERAGENT.

M/s.Link Intime India Pvt.Ltd., 44 Community Centre, 2nd Floor, Naraina Industrial Area, Phase-I, Near PVR Naraina, New Delhi 110028 continue to be Company's Registrar and Share Transfer Agents. All Members are requested to contact them for any kind of share related matters.

IMPLEMENTATION OF THE CORPORATE GOVERNANCE

Adetailed report on Corporate Governanace is annexed hereto and forms an integral part of this Report.

As per Clause 49 of the Listing Agreement, the Company has constituted the following committees:-

CONSTITUTION OF VARIOUS COMMITTEES

Various Committees ofthe Board have been constituted so as to comply with the latest Regulations. Mr E.D.M.Menon, Compliance Officer, functions as the Secretary of all Committees.

Stake Holders Grievances Committee

Shri Radesh Rangarajan, Director continues as Chairman and Shri V.Shankar continues as Member of Stake Holders Grievances Committee. Meeting of Stakeholders Grienvances Committee are being held at regular intervals to sort out all kinds of grievances of stake holders.

Remuneration Committee

Shri Nirmal Kumar Dash is the Chairman and Shri V.Shankar continues as Member. The Committee will hold meeting as and when required to review the remuneration of Directors and Executive.

Audit Committee

Shri Radesh Rangarajan continues as the Chairman and Shri Nirmal Kumar Dash is the Member of the Audit Committee. The duties, responsibilities and powers ofthe committee has been defined by the Board at the time of its constitution in accordance with the listing guidelines. A separate report on corporate governance forms part of this Annual Report.

Prevention and Prohibition of Sexual Harassment of Women at Work Place

Your Company has no woman employee as of now as the company is on the look out for new projects. The company will have adequate mechanism as laid down under the Rules for prevention and prohibition of sexual harassment of women as and when it employs women.

MANAGEMENT'S DISCUSSION ANDANALYSIS

Management's discussion and analysis in compliance with Clause 49 ofthe Listing Agreement is attached and forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

While preparing the Annual Financial statements the Company has adhered to the following:-

1. In the preparation ofthe said financial statements the company has followed the applicable standards, referred to in Section 133 ofthe Companies'Act, 2013.

2. The Company has followed the said Accounting Standards and has been applying them consistently and has made judgement and estimates that are reasonable, prudent and are in the interest of the company's business, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and the Profit/Loss of the Company for the said period.

3. The Directors have taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Companies'Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the financial statements on a going concern basis.

5. The Directors have laid down internal financial controls which are adequate and are operating effectively.

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

By Order of the Board of Directors

Sd/- Sd/- Place: Chennai Radesh Rangarajan Pavan Kumar Matli Date: 5th August, 2015 Director Whole Time Director


Mar 31, 2010

The Directors take pleasure in presenting their Twentieth Annual Report and Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

The summarized financial results for the year ended 31st March 2010 are as follows;-

(Rupees in Lacs) (Rupees in Lacs)

2008-2009 2009-2010

Total Income 22.33 23.46

Profit(+) Loss(-) before (+)8.26 (+) 15.39

Interest & Depreciation

Interest: 0.10 0.08

Depreciation: 0.10 (-)0.20 0.10 (-)0.18

Profit (+)Loss(-) for

the year 8.06 15.21

Less: Fringe Benefit Tax: (-)0.01 0.06

Profit (Loss) after Tax 8.05 15.15

Balance Loss(-) brought

forward

from previous year (-)261.94 (-)253.89

Balance carried to Balance

Sheet (Loss) (253.89) (238.74)

The relevant notes on the Account of the Company referred to in the Auditors Report are self-explanatory.

DIVIDEND

Keeping in view the accumulated losses, the directors are unable to recommend payment of any dividend for the year under review.

OPERATIONS

Commercial operations of the Company remained suspended during the year under review. After take over by new management, the company is exploring new avenues of growth.

TAKEOVER

Your Company has been taken over M/s Serengeti Holdings Pvt. Ltd., 16/3, Vidyodaya First Cross Street, T. Nagar, Chennai-600 017, a Chennai based Company by acquisition of 10,68,780 Equity Shares from the Promoters and 1,06,900 Equity Shares from Public through open offer aggregating to 1175680 Equity Shares.

DIRECTORS

The Board has appointed Shri Pavan Kumar Reddy as whole time Director for a period of Five years w.e.f. 1/7/2010 in the Board Meeting held on 26/7/2010 subject to approval of shareholders in the AGM.

Shri Radesh Rangarajan retires by rotation and is eligible for re-election.

FIXED DEPOSITS

Your Company has not accepted or invited any fixed deposits during the period under review.

AUDITORS

M/s Vikram Kumar & Co., Chartered Accountants, Patna retire at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

REGD. OFFICE

As the shareholders are aware, subsequent to the approval of shareholders by Postal Ballot, amendment to the Registered Office clause of the Memorandum & Articles of Association of the Company has been confirmed by the Honble Company Law Board, Northern Region Bench vide its order dated 15/4/2010. Accordingly, the Regd. Office of the company has been shifted from Bhiwadi, Distt. Alwar, Rajasthan to No.792/5, Eswari Hotel Complex, Bangalore High Road, Sunguvarchatram, Sriperumbudur Taluk, Kancheepuram District, Pincode - 602106, Tamilnadu.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are to be furnished pursuant to Section 217 (2A) of the Companies Act (Particulars of Employees) Rules 1975.

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

There are no particulars which are required to be furnished pursuant to 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 as the production activities of the Company remained suspended since April 1997. The Company has neither earned nor utilized any foreign exchange during the year under review.

LISTING OF SHARES

At present the shares of the Company are listed with Bombay Stock Exchange Ltd., Mumbai, Jaipur Stock Exchange Ltd., Jaipur, Magadh Stock Exchange Assn. Ltd., Patna and Delhi Stock Exchange Ltd., New Delhi. The Company intends to delist the Shares from all exchanges except Bombay Stock Exchange. Stock Exchange Regulations are complied with from time to time.

REGISTRAR & SHARE TRANSFER AGENT

M/s Link Intime India Pvt. Ltd., A-40, 2nd Floor, Naraina Industrial Area, Phase-ll, Near Batra Banquet Hall, New Delhi -110028 continue to be Companys Registrar & Share Transfer Agents. All the Members are requested to contact them for any kind of share related matters.

IMPLEMENTATION OF THE CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, Company has constituted the following committees:-

Shareholders grievances committee

Shri Radesh Rangarajan, Director is the Chairman and Shri Pavan Kumar Reddy is member of the committee. Meeting of the Shareholders Grievances Committee are being held at regular intervals to sort out all kinds of grievances of investors.

Remuneration Committee

Shri Pavan Kumar Reddy, Director is the Chairman and Shri Nirmal Kumar Dash, Director is the Member of the Committee. The Committee is holding regular meetings to review the remuneration of Directors and executives.

Audit Committee

Shri Radesh Rangarajan is the Chairman and Shri Nirmal Kumar Dash is the member of the Committee. The duties, responsibilities and powers of the committee has been defined by the board at the time of its constitution in accordance with listing Guidelines. A separate report on corporate governance forms part of this Annual Report.

Managements Discussion and analysis

Managements discussion and analysis in compliance with Clause 49 of the Listing Agreement is attached and forms part of this report.

DIRECTORS RESPONSIBILTY STATEMENT

While preparing the Annual Financial statements the Company has adhered to the following:-

1. I n the preparation of the said financial statements the Company has followed the applicable accounting standards, referred to in Section 211 (3-c) of the Companies Act 1956.

2. The Company has followed the said Accounting Standards and has been applying them consistently and has made judgment and estimates that are reasonable, prudent and are in the interest of the companys business, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the Profit/Loss of the Company, for the said period.

3. The Directors have taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the financial statements on a going concern basis.

OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNTS

The Auditors have made no comments in their Report.

By order of the Board of Directors

Sd/- Sd/-

Place: Chennai (RADESH RANGARAJAN) (PAVAN KUMAR REDDY)

Date : 10/8/2010 Director Director

 
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