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Asahi Fibres Directors Report, Asahi Fibres Reports by Directors
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Asahi Fibres
BSE: 514482|ISIN: INE745I01015|SECTOR: Textiles - Spinning - Cotton Blended
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Directors Report Year End : Mar '12    « Mar 11
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
Source : Dion Global Solutions Limited
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