To the Members,
The directors submit annual report Asian Flora Limited along with the
audited financial statement for the year ended March 31, 2025.
1. Financial Results:
| S.No Particulars |
Stand alone |
|
2024-25 |
2023-24 |
| 1 Gross Income |
0 |
0 |
| 2 Less: Total Expenses |
8.99 |
12.10 |
| 3 Profit before tax/Loss (1-2-3) |
(8.99) |
(12.10) |
| 4 Less: Current Tax |
0 |
0 |
| 5 Less: Deferred Tax |
0 |
0 |
| 6 Profit available for appropriations/Loss (3-4-5) |
(8.99) |
(12.10) |
2. Review Of Operations:
The Company during the year not generated any operating income.
3. Suspension of Company share at BSE Limited.
The Board of the Director of the Company already brought to your kind
attention of shareholders at previous Annual General Meeting that Initially G.V. Sitapati,
M/s. S.P. Gidugu & Co, Chartered Accountants was appointed as Statutory Auditors of
the Company for 5 years April 1 2020 onwards. Until March 2023 they did the audit on
regular basis and also submitted the quarterly compliance within the due date. From April
1, 2023 onwards they had not done audit due to their inability and ineligibility. The
Board of Directors approached so many times to resolve the issues but they were not
responded properly and after lot of struggles and follow ups finally he resigned as
auditor and given the No-objection certificate on November 4 2024 and same was intimated
to stock exchanges under Regulation 30 of SEBI(LODR), 2015.
Thereafter, the Board appointed M/s Sathuluri & Co as Statutory
Auditors of the Company to conduct regular audits for FYs including FY 2023-24 as per
recommendations of Audit Committee. The appointment disclosure also intimated to the stock
exchange and Company also obtained shareholders approval for appointment of M/s Sathuluri
& Co, as Statutory Auditors of the Company through postal ballot.
Thereafter, the Board considered and approved quarterly financial
results for June 30, September 30, December 31 and March 31, 2024 on January 6, 2025 and
also submitted the results copies to the stock exchange within the stipulated time. The
Board also considered and approved the quarterly financial results for June 30, September
30, December 31, 2024 on January 23, 2025 and also submitted the same to the stock
exchange. Meanwhile, due to delay in the filings of quarterly financial results, the stock
exchange suspended the company shares from the trading.
The Board of Directors started the process the revocation of suspension
and expecting the in-principal approval in the near future. Board also represented before
the delisting committee of BSE Limited and requested to them to provide time to comply the
non-compliances which were generated during the FY 2023-24 to 2024-2025. Based on the
representations, the Committee granted 4 months time.
4. Dividend:
Your Directors did not recommend any dividend for the year 2024-25.
5. Transfer to Reserves:
Your Company has not transferred any amount to the general reserve.
6. Directors:
Shri. Setty Sangameshwar, retiring director at the ensuing 31th AGM and
being eligible, offer himself for reappointment.
7. Deposits from the Public:
The Company has not accepted any deposits which cover under the Section
73 of the Companies Act, 2013.
8. Particulars of Loans, Guarantees or investments:
Loans, guarantees and investments covered under section 186 of the
Companies Act, 2013 from part of the notes to the financial statements provided in this
Annual Report.
9. Particulars of Contracts or arrangement made with related parties:
No contracts or arrangement made with related parties during the year
as per the Section 188(1) of the Companies Act, 2013.
10. Material changes and commitment affecting financial position
between the end of the financial year and date of report:
There is no material changes and commitment affecting financial
position between the end of the financial year 2024-25.
11. Directors Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their Knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are 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
and loss of the company for that period. iii. They have taken proper and sufficient care
for the maintenance of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities. iv. They have taken prepared the annual accounts on a going
concern; v. They have laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively; vi.
They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal, st
statutory and secretarial auditors and external consultants and the reviews performed by
management and the relevant board committees, including the audit committee, the board is
of the opinion that the Company's internal financial controls were adequate and
effective during the financial year 2024-25.
12. Number of meetings of the Board:
4 meetings i.e. 30/05/2023, 14/08/2023, 14/11/2023, 13/02/2024 and
01/03/2025 of the board were held during the year. For details of the meetings of the
board, please refer to the corporate governance report, which forms part of this report.
13. Declaration by independent directors:
The Company has received necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013. That he meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013.
14. General:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
2. Issue of Shares (including Sweat Equity Shares) to employees of the
Company under any scheme.
3. Neither the Managing Director nor the Whole-time Directors of the
Company received any remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
5. No material changes and commitments affecting the financial position
of the Company have occurred between the end of the Financial Year and date of report.
Your Directors further state that during the year under review, there
were no cases filed/registered pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.st
15. Related Party Transactions: NIL
16. Board Evaluation:
As required under the provisions of Schedule IV of the Companies Act,
2013 the performance evaluation of independent directors has been done by the entire Board
of Directors, excluding the director being evaluated. The evaluation of all the directors
and the Board as a whole was conducted based on the criteria and framework adopted by the
Board. The Board approved the evaluation results as collated by the nomination and
remuneration committee. .
17. Policy on director's appointment and remuneration and other
details.
The Company's policy on director's appointment and
remuneration and other matters provided in Section 178(3) of the Act has been disclosed in
the corporate governance report, which forms part of the director's report.
18. Internal financial control systems and their adequacy.
The Internal Financial Control systems is explained in Management
Discussion Analysis.
19. Corporate Social Responsibility(CSR):
During the year under review, the Company did not fall under provisions
of section 135 read with Schedule VII of the Companies Act, 2013. Hence, the Company has
not made any contributions to towards CSR Activities.
20. Vigil Mechanism:
In pursuance to the provisions of section 177 of the Companies Act,
2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a Vigil Mechanism for Directors and Employees to report genuine concerns
has been established. This mechanism enables the Whistle Blower to make protected
disclosures to the Chairman of the Audit Committee.
21. Audit Committee:
Your company has constituted the Audit Committee within the provisions
laid down in Section 177(2) of Companies Act, 2013 and read with the regulation 18 of SEBI
(LODR), 2015.
22. Extract of Annual Return:
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return in the prescribed format in appended placed in the website of
the Company. www.asianflora.in
23. Conservation of energy, research and development, technology
absorption, foreign exchange earnings and outgo.: Nil
24. Nomination And Remuneration Policy:
A committee of the Board named as “Nomination and Remuneration
Committee” has been constituted to comply with the provisions of section 178,
Schedule IV of the Companies Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. As recommended by the Committee the Board adopted a
policy on Directors' appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters to frame
proper systems for identification, appointment of Directors & KMPs, Payment of
Remuneration, Evaluation of their performance. Nomination and Remuneration Policy of the
Company is enclosed herewith as separate report to this Report.
25. Auditors: i. The Statutory Auditors of the Company, M/s. Sathuluri
& Co, Chartered Accountants, (Firm Registration No. 0063835), Chartered Accountants,
who were appointed as the Statutory Auditors of the Company for the 5 years. ii. Mr B.
Saravana Kumar, Practicing Company Secretaries was appointed to conduct the secretarial
audit of the Company for the Financial Year 2024-25, as required under Section 204 of the
Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for FY 2024-25
forms part of the Annual Report as Annexure I to the Board's Report.
The Board hereby offers the following explanations on the observations
made by secretarial auditor in her report:
1. The Company will submit the annual report for the 31st March 2017.
2. The Company will publish the intimations and results in the papers.
3. The Company will try to file all forms within the stipulated time as
per the provisions of the Companies Act, 2013.
4. The Company is under process of getting a settlement with KSIIDC and
will restart the operations.
5. The Company trying to take connectivity with depositories in this
year.
6. The Company is updated the same to promoter about SEBI (SAST)
Regulations.
7. Due to non eligibility of earlier statutory auditor, the were not
considered and approved the Un-audited financial results of the Company. The same has been
considered and approved on January 6, 2025 after new auditors appointment
8. Due to delay in compliance of submission of results for FY 2023-24
and FY 2024-25 till September quarter, the equity shares were suspended from its trading
by BSE Limited. The Company is in process to revoke the suspension by way of submitting
the application for revocation.
9. Due to auditors issues, the Board was not considered the audited
financial statement till January 6, 2025.
26. Corporate Governance Report:
As per the regulation 15(2) of SEBI(LODR), 2015, the provisions of
section 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26,26A,27 and clauses (b) to (i) and
(t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V, is not
applicable to your Company as Paid up share capital does not exceed 10 crores and net
worth not exceeding 25 crores as on the day of previous financial year.
27. Management Discussion and Analysis:
A brief note on the Management discussion and analysis for the year is
enclosed as separate report to this report.
28. Particulars of Employees:
The information required under section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below: a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the Financial Year: Nil
b. The percentage increase in remuneration of each director, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year: Nil.
The Percentage increase in the median remuneration of employees in the Financial Year: -
0%. c. The number of permanent employees on the rolls of Company: 5.
d. The explanation on the relationship between average increase in
remuneration and Company Performance: Nil
e. Comparison of the remuneration of the key managerial personnel
against the performance of the Company: Nil
f. Comparison of each remuneration of the key managerial personnel
against the performance of the Company: Nil
g. The Ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in excess of the highest
paid director during the year: None.
h. Affirmation that the remuneration is as per the remuneration policy
of the Company: The Company affirms remuneration is as per the remuneration policy of the
Company.
29. Acknowledgement:
Your Directors wish to express their gratitude to the central and state
government, investors, analysts, financial institutions, banks, business associates and
customers, the medical profession, distributors and suppliers for their whole-hearted
support. Your directors commend all the employees of your company for their continued
dedication, significant contributions, hard work and commitment
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