DIRECTORS' REPORT Dear Members, Aashee Infotech Limited On behalf of the Board of Directors of your Company, it is my privilege to present the 28th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended March 31,2015 and Auditor's Report thereon. FINANCIAL HIGHLIGHTS: The Profit & Loss Account of your Company on standalone basis shows a profit of Rs. 90,114. The brief financial highlights are as below: OPERATIONAL PERFORMANCE: During the financial year 2014-15, the Company has recorded revenue of Rs.28, 13,72,808. The Company has earned net profit of Rs. 90,114 during the year as compared to net loss of Rs.7143 in the last year. The Directors are optimistic about future performance of the Company. Your Company had incurred the accumulated loss due to falling margins and intense competition in the products dealt with by the Company. Strategic Review Committee was formed to review the marketing strategy and to suggest changes in the product mix. This has resulted in arrest of steep fall in Income of the Company for the year ended 31s' March, 2015. In fact the Company has been able to earn a modest profit in year under review. It is also expected that the operations of the company would improve in the years to come. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A" DIRECTORS RESPQNSIBILITYSTATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have 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) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors have prepared the annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. STATUTORYAUDITORS: 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 subject to ratification of their appointment at ensuing AGM. The appointment of M/s. UBS & CO, Chartered Accountants (Firm Registration No. 012351N), Delhi as Statutory Auditors of the Company is placed for ratification by shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provision of Sec.141 of the Companies Act, 2013. AUDITORS OBSERVATIONS: The observations made by Auditors with reference to notes to account are self explanatory and need no comments. SECRETARIAL AUDITOR 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 Jain Preeti & Company, Company Secretaries to undertake the Secretarial Audit of the Company for financial year 2014-15. The Secretarial Audit Report for Financial Year 201415 forms part of the Annual Report as "Annexure B" to the Board Report. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has established internal control systems which is adequate commensurate with its size and nature of operations so as to ensure smoothness of operations and compliance with applicable legislation. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENT 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 FormAOC-2, is appended as "Annexure C" to the Board's report. PUBLIC DEPOSITS: During the year, the Company has not invited/accepted any deposits from the Public. UPDATES ON PROPOSED MERGER: The Board of Directors of your Company had in its Meeting held on June 28, 2013, approved the Scheme of Amalgamation consisting of Merger of Jatalia Global Ventures Ltd (JGVL), Jatalia Industrial Park Pvt Ltd (JIPL), Lusa Private Ltd (Lusa) & Surya Soft-Tech Ltd (Surya) [TransferorCompanies] 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, Chandigarh. Approval of the members was sought for the scheme of amalgamation pursuant to the provision of Sec. 391 to 394 of the Companies Act,1956 at the meeting of the members held on 5th September 2014, convened as per the direction of the Hon'ble High Court of Punjab and Haryana, Chandigarh .received vide its order dated 25th July,2014. The scheme was approved by requisite majority of shareholders attending and voting at the meeting, Further the Company has also filed petition seeking sanction of scheme of amalgamation before the Hon'ble High Court of Punjab and Haryana, Chandigarh. CHANGE IN REGISTERED OFFICE: The Registered Office of the Company earlier situated at A-48/40, DLF Phase-1, Gurgaon-122002, Haryana. With a view to improve the operational efficiency, the Board of Directors considered and approved the shifting of the registered office without change in the Jurisdiction of the Registrar of Companies, NCT of Delhi and Haryana, to Plot No.2, Daulatabad Road, Gurgaon, Haryana-122006 w.e.f. 05/05/2015.The present location is within the local limits of the city. The shifting of registered office enables the company to handle its business activities more efficiently and run its business more economically and conveniently. The shifting of the Registered Office as aforesaid is in the best interests of the company, its shareholders and all concerned. The proposed shifting will in no way be detrimental to the interest(s) of any member of the public, employees or other associates of the Company in any manner whatsoever. CODE OF CONDUCT: In compliance with Clause 49 of Listing Agreement and the Companies Act, 2013, the Company has framed and adopted a code of conduct. The code is applicable to the members of the Board and all employees of the Company. The Code of Conduct is available on the Company's website <http://aasheeinfotech.com/policy.html>. NUMBER OF BOARD MEETING: Five Board meeting were held during the year. The details of which are given under Corporate Governance Report. TRANSFER TO RESERVES: Due to accumulated loss, the company has not transferred any amount to reserves. DIVIDEND In view of the accumulated loss, your Directors do not recommend any Dividend for the Financial Year ended on 31s1 March, 2015. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT During the period Ms. Ankita Kabra, Director and Mr. Subhash Jain, Director of the Company have resigned on 07.08.2015 and 29.05.2015 from the company respectively. BOARD EVALUATION Clause 49 of Listing Agreement mandates that the Board shall review and monitor the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and the individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The evaluation of Board of Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. 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 KumarJain, Director retires by rotation and being eligible offer himself for re-appointment at the ensuing Annual General Meeting. COMPANYSECRETARY: 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 29,h May, 2015. PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS: The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from Rakesh Bisht & Co., Company Secretary in Practice in compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. SEXUAL HARASSMENT POLICY The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment VIGIL MECHANISM/WHISTLE BLOWER POLICY: The Board has approved the Whistle Blower Policy, a mechanism for employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct. The mechanism also provide for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review no personnel has been denied access to the audit committee. The Company has adopted a formal Vigil Mechanism/Whistle-blower policy. The approved policy is available on the Company's website <http://aasheeinfotech.com/policv.html> FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS To provide insights into the Company to enable the Independent Directors to understand the Company's business in depth the Company has initiated the programme. Details of the familiarization programme of the independent directors are available on Company's website <http://aasheeinfotech.com/policy.html>. NOMINATION & REMUNERATION COMMITTEE The Company has reconstituted a Nomination and Remuneration Committee for Nominating and determining the remuneration of Directors. Details of the familiarization programme of the independent directors is available on Company's website <http://aasheeinfotech.com/policy.html> DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declaration from each independent director under Sec.149(7) of Companies Act,2013 that he/she meets the criteria of independence laid down in Sec.149(6) of Companies Act,2013 and Clause49ofListingAgreement. INSIDER TRADING POLICY In accordance with SEBI (Prohibition of Insider Trading) Regulation, 2015, the Board of Directors has adopted the Insider policy for prevention of insider trading to be followed by Directors, Employees and other connected persons. The approved policy is available on the Company's website <http://aasheeinfotech.com/policy.html> 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 cooperation and support at all times. For and on behalf of the Board For Aashee Infotech Limited Inder Bansal Chairman & Managing Director DIN-00005426 Place: Delhi Date: 22.08.2015 |