ANNUAL REPORT 2012-2013 · Shri Manoj Kumar Sharma COMPANY SECRETARY Shri Suresh Kundnani AUDITORS...

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ANNUAL REPORT 2012-2013

20 TH ANNUAL GENERAL MEETING to be held on Saturday, 17th August, 2013 at 10.00 a.m.,at the Registered Office of the Company at Ecomax, Musrane, Taluka Wada, Dist. Thane - 421312.

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ASAHI INDUSTRIES LIMITED

CONTENTS

Notice ................................................................ 1

Directors' Report ................................................ 4

Corporate Governance Report ........................... 8

Management Discussion andAnalysis Report ................................................. 15

Auditors' Report ................................................. 18

Balance Sheet ................................................... 21

Profit & Loss Account ........................................ 22

Notes ................................................................. 23

Notes to Accounts ............................................. 26

Cash Flow Statement ........................................ 29

BOARD OF DIRECTORS

CHAIRMANShri Gaurav Kumar Tayal

MANAGING DIRECTORShri Narayan Ghumatkar

DIRECTORSShri Subhash Chandra BhargavaShri Jodharam DhakaShri Shivprasad ShrivastavShri Manoj Kumar Sharma

COMPANY SECRETARYShri Suresh Kundnani

AUDITORSM/s. A. F. Khasgiwala & Co.Chartered Accountants

BANKERDena Bank

REGISTERED OFFICEEcomax, Musrane, Taluka Wada,Dist. Thane – 421 312,Maharashtra

CORPORATE OFFICERaghuvanshi Mills Compound,11/12, Senapati Bapat Marg,Lower Parel (W),Mumbai - 400 013,Maharashtra

REGISTRAR & SHARE TRANSFER AGENTUniversal Capital Securities Private Limited21, Shakil Nivas, Opp. Satya Sai Baba Temple,Mahakali Caves Road, Andheri (East)Mumbai – 400 093Email: [email protected]

PLANTValsad, Gujarat

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NOTICENotice is hereby given that 20th Annual General Meeting of the Members of ASAHI INDUSTRIES LIMITED will be held onSaturday,17th August, 2013, at the Registered Office of the Company at Ecomax, Musrane, Taluka Wada,Dist. Thane – 421 312, Maharashtra, at 10.00 a.m. to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended 31st March, 2013 and theBalance Sheet as on that date together with the Reports of Directors and Auditors thereon.

2. To appoint a Director in place of Shri Jodharam Dhaka, who retires by rotation, and being eligible, offers himself forre-appointment.

3. To appoint a Director in place of Shri Gaurav Tayal who retires by rotation, and being eligible, offers himself forre-appointment.

4. To re-appoint M/s. A. F. Khasgiwala & Co., Chartered Accountants, as the Statutory Auditors of the Company and toauthorize the Board of Directors to fix their remuneration and to pass, with or without modification(s), the followingResolution as Ordinary Resolution:

“RESOLVED THAT M/s A. F. Khasgiwala & Co, Chartered Accountants (Membership No. 006491, Firm RegistrationNo. 105114W), be and is hereby appointed as Statutory Auditors of the Company to hold office from the conclusion ofthis Annual General Meeting until the conclusion of next Annual General Meeting of the Company, on such remunerationas shall be fixed by the Board of Directors of the Company.”

SPECIAL BUSINESS

To consider and, if thought fit, to pass with or without modification(s) the following Resolutions:

AS ORDINARY RESOLUTION

5. “RESOLVED THAT in accordance with the provisions of Section 257 and other applicable provisions, if any, of theCompanies Act, 1956, or any statutory modification(s) or re-enactment thereof, Shri Manoj Kumar Sharma, who wasappointed by the Board of Directors on 6th August, 2012 as an Additional Director of the Company pursuant to Section260 of the Companies Act, 1956, and whose tenure of office comes to an end at this Annual General Meeting, be andis hereby appointed as a Director of the Company, who shall be liable to retire by rotation.”

NOTES:

1. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, relating to the Special Businessto be transacted at the Meeting is annexed hereto.

2. A SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ANOTHERPERSON AS HIS/HER PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXYNEED NOT BE A MEMBER. A PROXY SO APPOINTED SHALL NOT HAVE ANY RIGHT TO SPEAK AT THEMEETING AND SHALL BE ENTITLED TO VOTE ONLY UPON A POLL.

3. The instrument(s) appointing the Proxy shall be delivered to the Registered Office of the Company not less than fortyeight (48) hours before the commencement of the Meeting and the instrument of proxy shall be treated as invalid incase of default.

4. Members are requested to note that the Company’s equity shares are under compulsory demat trading for all investors,subject to the provisions of SEBI Circular No. 21/99 dated July 8, 1999. Members are, therefore, requested todematerialize their shareholding to avoid inconvenience.

5. Corporate Members intending to send their Authorized Representatives to attend the Meeting are requested to sendto the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on theirbehalf at the Meeting.

6. In case of joint holders attending the meeting, only such joint holders who are higher in order of names will be entitledto vote.

7. The Register of Members and Share Transfer Register of the Company will remain closed from Wednesday,14th August, 2013 to Saturday, 17st August, 2013 (both days inclusive) to comply with Annual Book Closure requirements.

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8. All documents and agreements referred to in the Notice and Explanatory Statement are open for inspection at theRegistered Office of the Company on all working days, except public holidays, between 10.00 a.m. and 1.00 p.m., upto the date of Annual General Meeting.

9. Members desiring any information on the Annual Accounts of the Company for the year ended 31st March, 2013, arerequested to write to the Company at its Corporate Office Address at least 7 days in advance of the Annual GeneralMeeting, so as to enable the Management to keep the information ready at the Meeting.

10. Members holding shares under multiple folios in the identical order of names are requested to consolidate their holdingsinto one folio. Members are requested to immediately notify any change in their Registered Address specifying fulladdress with Pin Code Number and quoting their Registered Folio Number to the Company.

11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requestedto submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Membersholding shares in physical form can submit their PAN details to the Company.

12. Green Initiatives in the Corporate Governance: The Government of India-Ministry of Corporate Affairs has, vide theCircular No. 17/2011 dated 21st April, 2011, allowed service of documents to the shareholders in the electronic mode.Thus, having regard to the said Circular read with the Information Technology Act, 2000 and Section 53 of the CompaniesAct, 1956, the Company hereby requests all its Members to register their E-mail Address (and any change thereinfrom time to time) with Universal Capital Securities Private Limited (Formerly known as Mondkar Computers Pvt. Ltd),the Registrar and Share Transfer Agents of the Company. The Company proposes to send all the future correspondencesin electronic form to the Members whose E-mail Address is registered with the Registrar and Share Transfer Agents ofthe Company. Any Member desiring to receive the said correspondences in the physical form is requested to write tothe Company at its Corporate Office Address.

For and on behalf of the Board of Directors

Sd/-Place : Mumbai Suresh KundnaniDate : 29th May, 2013 Company Secretary

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2)OF THE COMPANIES ACT, 1956

Item No. 5

Shri Manoj Kumar Sharma was appointed as an Additional Director by the Board of Directors on 6th August,2012. Pursuantto the provisions of Section 260 of the Companies Act, 1956, his tenure as an Additional Director expires at the ensuingAnnual General Meeting.

Shri Manoj Kumar Sharma is not disqualified from being appointed as Director in terms of Section 274(1)(g) of the Act. TheCompany has received the requisite Form ‘DD-A’ from Shri Manoj Kumar Sharma in terms of the Companies (Disqualificationof Directors under Section 274(1)(g) of the Companies Act,1956) Rules 2003, confirming his eligibility for such appointment.

The Company has received a Notice alongwith requisite deposit amount from a Member pursuant to Section 257 of theCompanies Act, 1956, signifying his intention to propose the candidature of Shri Manoj Kumar Sharma for the Office of theDirector of the Company.

The Board recommends the passing of this Resolution. Except Shri Manoj Kumar Sharma, none of the Directors areinterested in this Resolution.



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DIRECTORS’ REPORT

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

FINANCIAL HIGHLIGHTS(` in Lacs)

2012-2013 2011-2012

Revenue from operations 20,846.67 16,954.05Finance Cost 151.87 14.34Depreciation and Amortization Expense 1,352.44 1,348.18Profit before Tax 45.41 250.18Provision for TaxCurrent Tax 8.65 50.06Deferred Tax Liabilities/ (Assets) 47.73 (11.94)Profit/Loss after Tax 84.48 188.17Note: Previous year figures have been regrouped/rearranged wherever necessary.

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

REVIEW OF PERFORMANCEDuring the year, the Turnover of Company has substantially increased to ` 20,846.67 Lacs as against ` 16,954.05 Lacs in respect of theprevious Financial Year ended 31st March, 2012. The Profit before Exceptional and Extraordinary Items and Tax is ` 45.41 Lacs in theFinancial Year ended 31st March, 2013 as against ` 250.18 Lacs in the previous Financial year ended 31st March, 2012. The profit after taxis ̀ 84.48 Lacs during the year under Report after considering Deferred tax Assets of ̀ 47.73 Lacs as against profit after tax of ̀ 11.94 Lacsin the previous Financial Year.Certain spaces resulting out of realignment, have been leased out to improve the bottom line of the Company.

DIRECTORSIn accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Jodharam Dhaka, and ShriGaurav 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 ensuingAnnual General Meeting. The Notice pursuant to Section 257 of the Companies Act, 1956, has been received from the Member proposingthe candidature of Shri Manoj Kumar Sharma for being appointed as a Director of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director’s Responsibilities Statement, it ishereby 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 andstatement 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 theprovisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities;

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

SHARE TRANSFER AND INVESTORS’ GRIEVANCE COMMITTEEThe composition of Share Transfer and Investors’ Grievance Committee is given in the Report on Corporate Governance.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENTThe 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 NarayanGhumatkar, Managing Director, confirming the compliance with the said Clause, and Management Discussion and Analysis statement areforms part of this report.

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SAFETY, HEALTH AND ENVIRONMENTA sustained and meticulous effort continues to be exercised by the Company at the plant of the Company towards greener production andEnvironment Conservation. The Company preserves its efforts to indoctrinate safe and environmentally accountable behavior in every Employeeas well as Vendors by compulsory annual training and refresher courses and frequent awareness programs. Mock drills of emergencypreparedness are regularly conducted at the plant showing Company’s commitment towards safety, not only of its own men and plant, but alsoof 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 productionplant 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 MANAGEMENTEmployees 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 changingemployee needs.The Company recognizes that in a people-intensive business, major gains can be scored in the area of productivity management. In view ofthis, the Company has strengthened its people management through performance-linked incentives, amenities, training, multi-skilling andcareer path identification.The Company is of firm belief that good Human Resource (HR) Management would ensure success through high performance. HR strategyand plans of the Company are deeply embedded with the organizational goals. In order to enhance the manpower productivity, the goal isset to increase the production capacity of the plant and rationalize the manpower through scientific study. All the operational goals of the topmanagement emanate from the business plan. The goals of MD are shared with his subordinates who in turn share their goal with theirrespective subordinates and so on. Regular visits by HR team is being made to the plant to meet the employees and also interactionmeetings are conducted to get their feedback, based on which HR policies are improved continuously. The process has resulted in betteremployer-employee relationship.The Company lays due emphasis on all-round development of its human resource. Hence, training of the employees is aimed at systemicdevelopment of knowledge, skills, aptitude and team work. Training is designed for the development of personal skills necessary for the performanceof 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 OUTGOThe particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in theReport of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchange earnings andoutgo are given in the Annexure forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITYAs its operations have expanded to new geographies, the Company has retained a collective focus on the various areas of corporate sustainabilitythat 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 workingin the factories of the Company.

PARTICULARS OF EMPLOYEESThere were no employees drawing remuneration of ` 60,00,000/- or more per annum employed throughout the year or` 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 CompaniesAct, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

INSURANCEThe properties/assets of your Company are adequately insured.

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

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


Sd/-Place : Mumbai Gaurav Kumar TayalDate : 29th May, 2013 Chairman

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ANNEXURE TO THE DIRECTORS’ REPORTInformation as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in theReport of Board of Directors) Rules, 1988 and forming part of the Directors’ Report for the year 2012-2013.

1. CONSERVATION OF ENERGY

a) Energy conservation measures taken:

The Company has been making concerted efforts for enhancement in capacity utilization, cost competitivenessand better quality through systematic process, monitoring and adherence to technological norms. Sophisticatedinstruments are used for regulation and adjustment as per parameters. Efforts are also made for upgradation ofthe quality of the plant operation. Utilities are being combined for effective energy conservation.

b) Proposals being implemented for reduction of consumption of energy:

Studies are being made to reduce energy consumption and make suitable investments in this area, if necessary.

c) Impact of the measures (a) & (b) above for reduction of energy consumption and consequential impacton the cost of production of goods:

The Company is constantly exploring avenues for cost saving as an on-going process.

d) Total energy consumption and energy consumption per unit of production in accordance with Form ‘A’of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in respect ofIndustries specified in the Schedule thereof:

Year ended Year ended31.03.2013 31.03.2012

A. Power and Fuel Consumption in respect of :

1. Electricity

(a) Purchased

1. Units (KWH in Lacs) 102.18 78.13

2. Total amount (` in Lacs) 633.54 415.67

3. Rate per unit (`/unit) 6.2 5.32

(b) Own Generation(Through Diesel Generator/Furnace Oil

1. Units (KWH in Lacs) 49.48 51.91

2. Total amount (` in Lacs) 774.32 623.5

3. Cost per unit (`/unit) 15.65 12.01

2. Coal

3. Furnace Oil

1. Furnace Oil (Ltr. In Lacs) — —

2. Total Amt (` In Lacs) — —

3. Cost `/ltr. — —

4. Others/Internal Generation

B. Consumption per unit of production(Product : Yarn & Fabric)

1. Electricity (KWH/Tonne) 1,156.17 1,162.04

2. Coal (Kgs.) — —

3. Furnace Oil (Ltrs.) — —

4. Steam (Tonnes) — —

Note: Since the Company manufactures different qualities of yarn/fabrics with product-mix changing significantly, there areno specific norms for per unit of production.

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2. TECHNOLOGY ABSORPTION

Disclosure of particulars with respect to technology absorption in prescribed Form ‘B’ of the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules, 1988:

a) Research and Development:

i) Specified areas in which R&D activities R&D activities are being carried out continuously toare carried out by the Company. produce better quality of yarn and fabrics.

ii) Benefits derived as a result of the above As a result of R&D activities, the Company has beenable to produce quality fabrics.

iii) Future Plan of Action Efforts aimed at cost reduction, improvement in quality ofproducts and development of new process will continue.

iv) Expenditure on R & D Expenditure on R&D is being booked under the respectiveheads in the Profit & Loss Account as no separate accountis maintained for this purpose.

b) Technology Absorption, Adaptation and Innovation: The Company has not utilized any imported technology.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Year ended Year ended31.03.2013 31.03.2012

a) Activities relating to export markets forproducts and services and export plan — —

b) Foreign Exchange Outgo (` in Lacs) — —

c) Foreign Exchange Earnings (` in Lacs) — —


Sd/-Place : Mumbai Gaurav Kumar TayalDate : 29th May, 2013 Chairman

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CORPORATE GOVERNANCE REPORT

Report on matters required to be stated on Corporate Governance pursuant to Clause 49 of the Listing Agreement isas under:

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

ASAHI INDUSTRIES LIMITED, the concept of Corporate Governance hinges on total transparency, integrity andaccountability of the Management team. The main goal of Corporate Governance is maximization of shareholder'svalue and protection of the interests of all the stakeholders. It includes the policies and procedures adopted by theCompany in achieving its objective in relation to its shareholders, employees, customers, suppliers, regulatory authoritiesand society at large.

The Company has ensured that the Directors of the Company are conscious to their duties, obligations andresponsibilities to the best interest of the Company, to give direction and remain accountable to their shareholders andother beneficiaries for their actions. The responsibilities of the Board includes setting out the Company's strategicaims, providing the leadership to put them into effect, supervision of the management of the business and reporting tothe shareholders on their stewardship.

It is a recognized philosophy of the Company that effective and good Corporate Governance is a must, not only inorder to gain credibility and trust, but also as a part of strategic management for the survival, consolidation and growth.

2. BOARD OF DIRECTORS

2.1 The Board of Directors of the Company comprises of 5 Directors. During the Financial year 2012-2013, the Board met4 times on the following dates namely 28th April 2012, 6th August 2012, 8th November 2011 and 9th February, 2013.There was no time gap of more than four months between any two Meetings of the Board of Directors.

The names and categories of the Directors on the Board, their attendance at the Board Meetings during the year andat the 19th Annual General Meeting, and also the number of Directorships and Committee Memberships held by themin various Companies are given below: -

Name of the Director Category Attendance Number of Directorships inParticulars other Public Companies and

Total Committee Memberships/Chairmanships as on 31st March, 2013

Board 19th Directorships Total TotalMeetings AGM in other Committee Committee

during Public Membership Chairmanship2012-13 Companies

Shri Subhash Chandra Bhargava ID 4 Yes 10 1 1

Shri Jodharam Dhaka ID 2 Yes - 2 1

Shri Shivprasad Shrivastav ID 4 Yes - 3 Nil

Shri Gaurav Kumar Tayal NEC 3 Yes - 1 -

Shri Narayan Ghumatkar MD 4 Yes 2 2 -

Shri Manoj Kumar Sharma* 2 No 1 1

*Appointed as an Additional Director w.e.f. 6th August 2012.

"NEC" = Non Executive Chairman, "MD" = Managing Director,"NED" = Non-Executive Director and "ID" = Independent Director.

Code of Conduct:

The Board has laid down a Code of Conduct for all Board members and Senior Management personnel of the Company.All Board members and Senior Management personnel have affirmed compliance with the code for the year ended onMarch 31, 2013.

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2.2 Appointment/Re-appointment of DirectorsAs required under Clause 49(VI) of the Listing Agreement, the brief profile of the Directors seeking appointment/re-appointment at the ensuing Annual General Meeting are furnished hereunder: -

Sr. Name of Director Brief Resume Area of Other Total TotalNo. Expertise Director- Committee Committee

ships Memberships Chairmanshipas on as on

31.03.2013 31.03.2013

1. Gaurav Kumar Tayal Bachelor in Textile and - 1 -Management Real Estate

2. Shri Jodharam Graduate Textiles and - 2 1Dhaka Real Estate

3. Shri Manoj Kumar B.Tech and Textiles 1 1 -Sharma M.Tech in Textile

2.3 Non-Executive Directors Compensation DisclosuresDetails of Sitting Fees paid to Non-Executive and Independent Directors of the Company during the Financial Year2012-2013, for attending the Board Meetings, Audit Committee Meetings and Share Transfer and Investors' GrievancesCommittee Meetings, is as follows:

Name of Director Category Sitting Fees (in `)

For Board Meetings For CommitteeMeetings

Shri Subhash Chandra Bhargava ID 40,000 40,000

Shri Jodharam Dhaka ID 20,000 20,000

Shri Shivprasad Shrivastav ID 40,000 40,000

Shri Gaurav Kumar Tayal NEC 30,000 Nil

Shri Manoj Kumar Sharma ID 20,000 Nil

Total 1,50,000 1,00,000

3. BOARD COMMITTEES

The requirement that a Director shall not be a Member of more than 10 committees and Chairman of more than5 committees has been complied with while constituting the Committees of the Directors.

3.1 Audit Committee

The Audit Committee of the Company has been duly constituted during the year ended 31st March, 2013. The AuditCommittee comprises of:

Shri Subhash Chandra Bhargava … ChairmanShri Shivprasad Shrivastav … MemberShri Jodharam Dhaka … Member

The constitution of Audit Committee meets with the requirements of Section 292A of the Companies Act, 1956 andClause 49(II)(A) of the Listing Agreement as introduced by the Companies (Amendment) Act, 2000.

The scope of the activities of the Audit Committee is as set out in Clause 49 of the Listing Agreement read with theSection 292A of the Companies Act, 1956. The terms of reference of the Audit committee are as follows:

1. Overview of the Company's financial reporting process and the disclosure of its financial information to ensure thatthe financial statement is correct, sufficient and credible.

2. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for paymentfor any other services.

3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.4. Reviewing with Management the Annual Financial Statements before submission to the Board, focusing primarily

on (i) any changes in accounting policies and practices (ii) major accounting entries based on exercise of judgmentby management (iii) qualifications in draft audit report (iv) significant adjustments arising out of audit (v) the goingconcern assumption (vi) compliance with accounting standards (vii) compliance with stock exchange and legal

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requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the Companyof material nature, with Promoters or the Management, their subsidiaries or relatives etc. that may have potentialconflict with the interests of company at large.

5. Reviewing with the Management, the quarterly financial statements before submission to the Board for approval.6. Reviewing, with the Management, the statement of uses/application of funds raised through an issue (public issue,

rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceedsof a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Reviewing with the Management, external and internal auditors, the adequacy of internal control systems.8. Reviewing the adequacy of internal audit functions.9. Discussion with internal auditors of any significant findings and follow up thereon.

10. Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

11. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders(in case of non payment of declared dividends) and creditors.

13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.During the year 2012-13, the Audit Committee met 4 times on the following dates namely 28th April, 2012, 6th August,2012, 8th November, 2012 and 9th February, 2013. The composition of the Audit Committee and the details of AuditCommittee Meetings attended by the Members are given hereunder:

Name of Member Designation Attendance

Shri Subhash Chandra Bhargava Chairman 4

Shri Shivprasad Shrivastav Member 4

Shri Jodharam Dhaka Member 2

3.2 Remuneration CommitteeThe Company does not have a Remuneration Committee. The remuneration payable to the Managing Director, asapproved by the Board of Directors, is within the limits prescribed in the Companies Act, 1956, and is subject to theapproval of the Members in the Annual General Meeting. Further, the sitting fees paid to the Non-Executive Directorsis also within the limits prescribed in the Companies Act, 1956.Remuneration to Managing Director and Non-Executive Directors of the Company for the year 2012-13 is givenhereunder :

Name Salary Commission Sitting Fees Total

Shri Narayan Ghumatkar, 6,00,000 — — 6,00,000Managing Director*

Non-Executive Directors — — 2,50,000 2,50,000(As elaborated in Pt. 2.3 above)

Total — — 2,50,000 8,50,000

3.3 Share Transfer and Investors’ Grievance CommitteeThe Board of Directors of the Company has duly constituted Share Transfer & Investor Grievance Committee.The Share Transfer & Investor Grievance Committee comprises of Shri Jodharam Dhaka, Chairman,Shri Gaurav Kumar Tayal & Shri Shivprasad Shrivastav as the members of the Committee.Further During the year the Share Transfer & Investor Grievance Committee has reconstituted because of resignationof Shri Saurabh Kumar Tayal and Shri Gaurav Kumar Tayal is appointed as a member of Share Transfer & InvestorGrievance Committee.The Share Transfer & Investor Grievance Committee now comprises of:Shri Jodharam Dhaka … ChairmanShri Gaurav Kumar Tayal … MemberShri Shivprasad Shrivastav … MemberThe Committee, inter alia, looks into redressing of shareholders'/investors' complaints like transfer of shares,non-receipt of balance sheet, non-receipt of dividend, etc. The Committee oversees the performance of the Companyand recommends measures for overall improvement of the quality of investor services.During the year 2012-13, the Share Transfer and Investors' Grievance Committee met 4 times on the following datesnamely 28th April, 2012, 6th August 2012, 8th November, 2012 and 9th February, 2013. The composition of the Share

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Transfer and Investors' Grievance Committee and the details of the Meetings attended by the Members are givenhereunder:

Name of Member Designation AttendanceShri Jodharam Dhaka Chairman 3Shri Shivprasad Shrivastav Member 4Shri Gaurav Tayal Member 4

Name & Designation of Compliance Officer* : Mr. Suresh Kundnani, Company SecretaryNumber of Shareholder's Complaints received in F.Y. 2012-13 : 32Number of complaints solved to the satisfaction of shareholders : 32Number of pending complaints : Nil

*Ms. Pinal Patel resigned during the year and Mr. Suresh Kundnani appointed as Company Secretary andCompliance officer w.e.f. 16/01/2013.

3.4 Management and Finance Committee:

The Committee is formed to take the decisions and to pass the necessary Resolutions on the day-to-day matters ofthe Company, on behalf of the Board of Directors. The Management and Finance Committee comprises of Shri NarayanGhumatkar as the Chairman, Shri Shivprasad Shrivastava and Shri Jodharam Dhaka as the members of the Committee.The Management and Finance Committee now comprises of:Shri Narayan Ghumatkar … ChairmanShri Shivprasad Shrivastav … MemberShri Jodharam Dhaka … MemberDuring the year 2012-13, the Management and Finance Committee met 5 times on the following dates namely29th June, 2012, 29th August, 2012, 15th September, 2012, 28th September, 2012, 16th January, 2013. and Thecomposition of the Management and Finance Committee and the details of the Meetings of the members are givenhereunder:

Name of Member Designation Attendance

Shri Narayan Ghumatkar Chairman 5

Shri Shivprasad Shrivastav Member 5

Shri Jodharam Dhaka Member 5

4 GENERAL BODY MEETINGSThe last three Annual General Meetings of the Company were held as under: -

Year Location Date Time

2011-12 Ecomax, Musrane, Taluka Wada, Dist. Thane - 421 312. 21st July, 2012 10.00 a.m.

2010-11 Ecomax, Musrane, Taluka Wada, Dist. Thane - 421 312. 2nd July, 2011 10.00 a.m.

2009-10 Ecomax, Musrane, Taluka Wada, Dist. Thane - 421 312. 3rd July, 2010 11.00 a. m.

Note:1) No Extra-ordinary General Meeting of the shareholders was held during the year ended 31st March, 2013.2) The Company had passed special resolution in the last Annual General Meeting for appointment of Shri Narayan

Ghumatkar, as a Managing Director w.e.f 28th April, 2012 in accordance with section 198, 269, 309, 310 and 311and Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956.

3) No Special resolution through Postal ballot is proposed at ensuing AGM.

5 DISCLOSURES(a) Disclosures on materially significant related party transactions i.e. transactions of the Company of material

nature, with its Promoters, the Directors of the management, their subsidiaries or relatives etc. that mayhave potential conflict with the interests of the Company at large.None of the transactions with any of the related parties were in conflict with the interests of the Company.

(b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by StockExchange or SEBI or any statutory authority, on any matter related to capital markets, during the lastthree years.There were no instances of non-compliance of any matter related to the capital markets during the last three years.

(c) Disclosure of Accounting Treatment:In the preparation of financial statements for the year ended on March 31, 2013; there was no treatment differentfrom that prescribed in an Accounting Standard and applicable Laws and Regulations that had been followed.

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(d) Disclosure relating to proceeds from public issue, right issue, preferential issue, etc.During the year, the Company did not make any public issue, right issue, preferential issue, etc. and hence it didnot exceed any proceeds from any such issues.

AUDITORS' CERTIFICATEThe Statutory Auditors have certified that the Company complied with the conditions of Corporate Governanceas stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges and the same is annexed to this Report.

6 MEANS OF COMMUNICATION(a) The Company has published its Notice of the Board Meetings, Notice of the Annual General Meeting and Book

Closure, Quarterly Financial Results, Half yearly Statement of Assets and Liabilities in the following newspapers:Free Press Journal - English; Navshakti -Marathi (Regional Newspaper).

(b) Management Discussion and Analysis forms integral part of this Annual Report. All matters pertaining to industrystructure and developments, opportunities and threats, outlook, risks and concerns, etc., are discussed in thesaid report.

(c) SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralized webbased complaints redress system. The salient features of this system are: Centralised database of all complaints,online upload of Action Taken Reports (ATRs) by the concerned Companies and online viewing by investors ofactions taken on the complaint and its current status.

MANAGEMENT DISCUSSION AND ANALYSISA Management Discussion and Analysis Report is attached to and forms part of this Report and includesdiscussion on various matters specified under Clause 49 (IV) (F) of the Listing Agreement.

7 GENERAL SHAREHOLDER INFORMATION7.1 Annual General Meeting

Date and time : Saturday, 17th August, 2013 at 10.00 a.m.Venue : Ecomax, Musrane, Taluka Wada, Dist. Thane-421312

7.2 Financial Year : 1st April to 31st MarchFinancial Calendar 2013-2014 (tentative)Annual General Meeting : July, 2014Board Meetings:-Results for the Quarter ending June 30, 2013 : Second week of August, 2013Results for the Quarter ending September 30, 2013 : Second week of November, 2013Results for the Quarter ending December 31, 2013 : Second week of February, 2014Results for the Year ending March 31, 2014 : Last Week of May, 2014

7.3 Book Closure date : 14th August, 2013 to 17th August, 2012 (Both Days Inclusive)7.4 Dividend Payment Date : N. A.7.5 (a) Listing of Equity shares : Bombay Stock Exchange Ltd.

(b) ISIN Number : INE745I01015(c) Dematerialization in CDSL : Active(d) Dematerialization in NSDL : Active

7.6 Stock Code : 514482 (Bombay Stock Exchange Ltd.)7.7 Stock Market Data:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd and the annual listing fees in respect ofthe year 2013-14 have been paid to the Stock Exchange.The monthly high - low quotations of the equity shares of the Company during the financial year 2012-2013 vis-à-visSensex performance of Bombay Stock Exchange is given below:

Month High (`) Low (`) No. of SharesApril 2012 31.70 31.70 100December 2012 30.15 30.15 100January 2013 28.65 24.65 700February 2013 23.45 12.25 1900March 2013 11.64 7.93 1100

7.8 Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc.:The Stock Market Details of the Company with the Bombay Stock Exchange Ltd. is as given above.

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7.9 Registrar & Transfer Agent : Universal Capital Securities Private Limited21, Shakil Nivas, Opp Satya Sai Baba Temple, Mahakali Caves Road,Andheri (East), Mumbai – 400 093. Email: [email protected]

7.10 Share Transfer System : The shares of the Company, being in the compulsory Demat list, aretransferable through the depository system. All transfers received areprocessed and approved by the Share Transfer Committee.M/s. Universal Capital Securities Private Limited (Formerly known asMondkar Computers Pvt. Ltd.), the Registrar and Transfer Agents,complete the formalities for providing Demat facility through NSDL/CDSL.They are the Common Agency both for Physical and Demat Shares.

7.11 a) Distribution of Shareholding as on 31st March, 2013:

Shareholding Number of Shareholders Number of Shares held

From To1 – 5000 9933 1475530

5001 – 10000 19 12920010001 – 20000 9 10810020001 – 30000 0 030001 – 40000 1 3480040001 – 50000 1 4080050001 – 100000 3 171300

100001 – Above 27 64482822Total 9993 66442552

b) Shareholding pattern as on 31st March, 2013:

Category No. of Percentage ofshares held shareholding

1. Promoter’s Holding 48225870 72.58

2. Mutual Funds, Banks, Financial Institutions, FIIs, NRIs & OCBs 1575552 02.37

3. Domestic Companies 14695000 22.12

4. Resident Individuals 1946130 02.93

Total 66442552 100.00

7.12 a) Dematerialization of Shares : Approximately 25.31% of the shares issued by the Companyhas been dematerialized up to 31st March, 2013. The Company'sshares are compulsorily traded in dematerialized form and areavailable for demat on both the depositories viz., CDSL and NSDLunder ISIN-INE745I01015.

b) Liquidity : The Company’s shares are traded at the Bombay Stock ExchangeLimited.

7.13 Outstanding GDR/ADR/ : The Company has not issued any such instrumentsWarrants or any otherconvertible instruments,Conversion date and likelyimpact on Equity

7.14 Plant Location : Valsad, Gujarat

7.15 (i) Address for Investors’ CorrespondenceFor transfer / dematerialization of : Universal Capital Securities Private Ltd.Shares, payment of dividend on (Formerly known as Mondkar Computers Pvt. Ltd.)shares, interest and redemption of 21, Shakil Nivas, Opp Satya Sai Baba Temple,debentures and any other query Mahakali Caves Road,relating to the shares of the Andheri (East), Mumbai - 400 093.Company Email: [email protected]

Note: Shareholders holding shares in electronic mode should address their correspondence relating to theirDemat Accounts to their respective Depository Participants.

(ii) Any query in Annual Report : Ecomax, Taluka Musrane, Wada, Dist. Thane - 421 312.

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CERTIFICATE ON CORPORATE GOVERNANCETo the Members of ASAHI INDUSTRIES LIMITED:

We have examined the compliance of the conditions of Corporate Governance by ASAHI INDUSTRIES LIMITED for the year ended31st March 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to theprocedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.It is neither an audit nor an expression of an opinion on the Financial Statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Boardof Directors of the Company and Management, we certify that the Company has complied with the conditions of Corporate Governance asstipulated in the Listing Agreement with the Stock Exchanges.

We state that in respect of investors grievances received during the year ended 31st March 2013, no investor grievances are pendingagainst the Company as on 29th May, 2013, as per the records maintained by the Company and presented to the Share Transfer/Investors'Grievances Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectivenesswith which the Management has conducted the affairs of the Company.

For A. F. Khasgiwala & Co. Chartered Accountants

Sd/- A.F. Khasgiwala

PartnerPlace : Mumbai Mem No. 006491Date : 29th May, 2013 Firm Regn No. 105114W

CERTIFICATION PURSUANT TO CLAUSE 49(V) OF THE LISTING AGREEMENT BYTHE MANAGING DIRECTOR OF THE COMPANY

I, Narayan Ghumatkar, Managing Director of the Asahi Industries Limited, to the best of my knowledge and belief, certify that:(a) I have reviewed financial statements and the cash flow statement for the year and that to the best of my knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might bemisleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing AccountingStandards, applicable laws and regulations.

(b) To the best of my knowledge and belief, there are no transactions entered into by the Company during the year which are fraudulent,illegal or violative of the Company’s Code of Conduct.

(c) I accept the responsibility for establishing and maintaining Internal Controls and that I have evaluated the effectiveness of the InternalControl System of the Company and have not found any deficiencies in the design or operation of the Internal Control System.

(d) I further certify that: -(i) there have been no significant changes in Internal Control (except increase in scope of work of Internal auditor) during this year.(ii) there have been no significant changes in accounting policies during this year.(iii) there have been no instances of significant fraud of which we have become aware and the involvement therein, of Management

or an Employee having a significant role in the Company’s Internal Control System.(e) I further declare that all Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct for the

Financial Year 2012-13.

For and on behalf of the Board of DirectorsSd/-

Place : Mumbai Narayan GhumatkarDate : 29th May, 2013 Managing Director

DECLARATION PURSUANT TO CLAUSE 49(I)(D) REGARDING COMPLIANCE WITH THECODE OF CONDUCT BY THE BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

I, Narayan Ghumatkar, Managing Director of Asahi Industries Limited, hereby confirm that the Company has adopted the Code of Conductfor its Board Members and Senior Management Personnel.

I confirm that the Company has, in respect of the Financial Year ended 31st March, 2013, received from the Senior Management Team of theCompany and the Members of the Board, a Declaration of Compliance with the Code of Conduct as applicable to them.

For the purpose of this declaration, Senior Management Team means the Members of the Management one level below the ExecutiveDirectors as on 31st March, 2013.

For and on behalf of the Board of DirectorsSd/-

Place : Mumbai Narayan GhumatkarDate : 29th May, 2013 Managing Director

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REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS 2012-13

The Management of ASAHI INDUSTRIES LIMITED presents its Analysis report covering performance and outlook of theCompany. The Report has been prepared in compliance with the requirement of Corporate Governance as laid down in theListing Agreement. The Management accepts responsibility for the integrity and objectivity of the financial statements.However, investors and readers are cautioned that this discussion contains certain forward looking Statements that involverisk and uncertainties.

INDUSTRY STRUCTURE AND DEVELOPMENTS

TEXTILE INDUSTRY:

India’s Textiles Industry is one of the mainstays of the national economy. It is also one of the largest contributing sectors ofIndia’s export worldwide. The report of the Working Group constituted by the Planning Commission on boosting India’smanufacturing export during 12th Five year plan (2012-2017), envisages India’s exports of Textiles and Clothing at USD64.41 billion by the end of March, 2017. The Textiles Industry accounts for 14% of industrial production, which is 4% ofGDP; employ 45 million people and accounts of nearly 11% share of the country’s total export basket.

The highlights of Union Budget 2013-2014 in respect of Textiles Sector are Technology Up gradation Fund Scheme (TUFS)to continue in 12th Plan with an investment target of ` 1,51,000 crore. The major focus would be on modernisation of thepowrloom sector. It is proposed to provide ` 2,400 crore in 2013-14 for the purpose.

Allocation of ` 50 crore to Ministry of Textile to incentivise setting up Apparel Park within the SITPs to house apparelmanufacturing units with an additional grant of upto Rs. 10 crore to each Park.

A new scheme with an outlay of Rs. 500 crore called the Integrated Processing Development Scheme has been proposedto be implemented in the 12th Plan to address the environmental concerns of the textiles industry, including improving theeffluent treatment infrastructure. It is proposed to provide ` 50 crore in 2013-14 for the scheme.

- Cotton

India is the second largest producer of cotton in the world. The International Cotton Advisory Committee (ICAC) noted thatIndia has produced 7.0 metric tonnes (MT) of cotton during the year. India’s production next season is likely to touch9.0 MT. Cotton is the predominant fabric used in the Indian industry, accounting for nearly 60 per cent of production.The average yield of cotton per hectare in Indian is about 400 kilograms which is considered low. During the year Indiaproduced total 47 million bales, out of which 14.5 million has been produced in Gujarat.

- Spinning

The Spinning Industry in India is on set to hit the global market with its enthusiasm and consistency in work. The spinningsector in India is globally competitive in terms of variety, process and production quantity. It has already reached a phenomenalstatus in India by beating the obstacles that caused a downfall since past few years and is now on its way to cover a widerarea in the spinning sector. India has about 54 million spindles (28 per cent of the world).

- Knitting

Weaving and knitting converts cotton, manmade, or blended yarns into woven or knitted fabrics. India’s weaving and knittingsector remains highly fragmented, small-scale, and labour intensive.

This sector consists of about 3.9 million handlooms, 470,000 power loom enterprises that operate about 2.8 million looms,and just 162,000 looms in the various composite mills. Power looms are small firms, with an average loom capacity of fourto five owned by independent entrepreneurs or weavers. Modern shuttleless looms account for less than 1 percent of loomcapacity.

Knitting units are successful in export channels. Some of the prominent weaving / knitting clusters include Tirupur inTamil Nadu and Ludhiana in Punjab.

i) STRENGTHS, WEAKNESSES, OPPORTUNITY AND THREATS

The present global economic scenario provides ample opportunities for strong integrated textile companies such aslike your company. Over the years the Company has built up capacities of scale by installing state-of-art productionfacilities. By reinforcing its position across the value change and presenting customers with diversified range of products,the company has developed sustainable business model with strength and resilience to combat any down turn indemand.

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Strengths:

● Various types of raw materials are available in abundance.

● The new age creative and risk taking entrepreneurs.

● Use of latest technology which produces high quality multi-fiber raw material.

● Supportive government policies.

● Strong presence across the entire value chain, from fibre to garments.

Weaknesses:

● The increased global competition due to WTO policies.

● Use of outdated manufacturing technology from the low end suppliers.

● Inefficient supply chain management.

● Lack of trained manpower and low labour productivity due to lack of technological development.

● Additionally, this sector is still unorganised at many levels and needs a lot of government reforms for furtherimprovisation.

Opportunities:

● Favourable demographics in the domestic market; increasing young population coupled with rising income levels.

● Emergence of retail industry as a whole and development of various malls provide huge opportunities for theapparel segment.

● Opportunities in product diversification (for e.g. Technical Textiles).

● Change in consumption pattern, including rising demand for high-quality premium fabrics and development ofvarious products cater to global needs.

● Replacement of the Multi Fibre Agreement (MFA) and integration of the textile industry resulting in hugeopportunities for exports. Moreover, gradual development in the technical side of the industry provides anopportunity.

Threats:

● Increased cost based competition from other countries (Bangladesh, Vietnam and Sri Lanka).

● Pricing pressures due to removal of US and EU quotas on imports from China.

● Fluctuations in the demand in export due to the elimination of quota regime.

● Higher borrowing cost which affects the profitability of the small and medium firms.

● Raising input cost.

ii) GOVERNMENT INITIATIVES

The highlights of Union Budget 2013-2014 in respect of Textiles Sector are Technology Up gradation Fund Scheme(TUFS) to continue in 12th Plan with an investment target of ̀ 1,51,000 crore. The major focus would be on modernisationof the powrloom sector. It is proposed to provide ` 2,400 crore in 2013-14 for the purpose.

Allocation of ` 50 crore to Ministry of Textile to incentivise setting up Apparel Park within the SITPs to house apparelmanufacturing units with an additional grant of upto Rs. 10 crore to each Park.

A new scheme with an outlay of ̀ 500 crore called the Integrated Processing Development Scheme has been proposedto be implemented in the 12th Plan to address the environmental concerns of the textiles industry, including improvingthe effluent treatment infrastructure. It is proposed to provide ` 50 crore in 2013-14 for the scheme.

iii) AREA OF CONCERNS

The major areas of concerns are however as follows:

1. Certain Regional trade blocks and trade agreements can change competitive parameters.

2. Enhancement of Preferential Access Programme for select countries. For instance, under the new GSP scheme,formulated by the EU, India’s textile sector has been graduated while those from Pakistan and other countries(excluding China) have been included.

3. Evolution of Non Tariff Barriers in the form of packaging/labeling requirements, customs and other formalities;environmental safeguards, sanitary and phyto-sanitary measures.

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4. The developed countries continue to seek quantitative restrictions on textiles and clothing. Their imports showthat quotas are still being used as an instrument of restraining growth. The recent settlement arrived at by theEuropean Commission under intense domestic pressure undermines the free play of market forces.

iv) OUTLOOK

As the industrial and economic growth of the Country is showing steady improvement, the Company has drawn outand is implementing an action plan which comprises thrust on high margin products, reduction in raw material costs,rationalization of operations and over-heads, optimizing inventory level, selective credit policy to customers and liquidationof slow-moving inventories and overdue receivables.

The Company with its superior product mix and higher value-addition, coupled with the change in industry scenariolike more fiscal incentives as announced by Government of India for textile industry, change in consumer preferencesfrom woven to knitted clothes etc., has benefitted significantly during the financial year 2011-2012 and is expected todo the same in the years to come.

v) RISK AND CONCERN

There are no major risk and concern to the Company’s operation except from the competitive pricing pressure fromcheaper imports, unethical competitions from sick units, free market policies and removal of quantitative restrictions.

vi) INTERNAL CONTROL SYSTEM

The Company has been marinating a well-established procedure for internal control system. For the purpose financialcontrol, Company is adequately staffed with experienced and qualified personnel at all levels and play an importantrole in implementing and monitoring the statutory and Internal policy control environment. There has been a reviewconducted by M/s. Rakesh M Agarwal & Co., the Internal Auditor, about the financial and operating controls. The AuditCommittee of the Company reviews the adequacy of internal audit functions.

vii) FINANCIAL PERFORMANCE VS. OPERATIONAL PERFORMANCE

During the year, the Turnover of Company has substantially increased to ` 20846.67 Lacs as against ` 16954.05 Lacsin respect of the previous Financial Year ended 31st March, 2012. The Profit before Exceptional and ExtraordinaryItems and Tax is ` 45.41 Lacs in the Financial Year ended 31st March, 2013 as against ` 250.18 Lacs in the previousFinancial year ended 31st March, 2012. The profit after tax is ̀ 84.48 Lacs during the year under Report after consideringDeferred tax Assets of ` 47.73 Lacs as against profit after tax of ` 11.94 Lacs in the previous Financial Year.

viii) DEVELOPMENT IN HUMAN RESOURCES/INDUSTRIAL RELATION FRONT

As part of HR-initiatives, thrust is given for Leadership Development to meet the aspirations and long-term goals of theCompany. The Company has also laid qualitative objectives to maximize overall growth. Emphasis was placed onbuilding a cohesive workforce to maximize returns to all stakeholders. Focused attention was given for knowledgeupdating and application of new technologies available to reduce costs and to meet the business challenges.

The focus of Human resource is on building and developing intellectual capital through innovative ideas. The industrialrelation climate of the Company continues to remain harmonious with focus on quality and safety.

ix) RESEARCH AND DEVELOPMENT

Increased globalization has made the marketing of products and retention of customers highly competitive. The needof the hour is total customer satisfaction and value for money from the products marketed. Keeping this objective asparamount, the research and development activities were focused into prompt attention to major customer complaints/suggestions in order to retain/enhance customer satisfaction. The Company has started launching products of betterquality and new look as per customer requirements.

Forward looking statements are based on certain assumptions and expectations of the future events that are subjectto risks and uncertainties. Actual future results and trend may differ materially from historical results, depending onvariety of factors.

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AUDITORS’ REPORT

To,The Members ofASAHI INDUSTRIES LTD (FORMERLY KNOWN AS ASAHI FIBRES LIMITED)

We have audited the attached Balance Sheet of ASAHI INDUSTRIES LTD (FORMELY KNOWN ASAHI FIBRES LIMITED)as at 31st March, 2013, and also the Profit and Loss Account of the Company for the year ended on that date and the CashFlow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of theCompany's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statement presentation. We believe that our auditprovides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003(CARO)and the Companies (Auditor's Report)(Amendment)Orde, 2004, issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, and on thebasis of such checks of the books of records of the Company as we considered appropriate and according to theinformation and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs3 and 4 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that : -

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, werenecessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears fromour examination of the books.

c) The Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report are in agreementwith the books of account.

d) On the basis of the written representations received from the directors as on 31st March, 2013 and taken onrecord by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013 frombeing appointed as a director of the Company in terms of Section 274(1)(g) of the Companies Act, 1956.

e) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this reportcomply with the Accounting Standards referred to in Companies (Accounting Standard) Rules, 2006.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accountsgive the information required by the Act in the manner so required and give a true and fair view in conformity withaccounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013,

ii) in the case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date and ;

iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

For A.F. KHASGIWALA & CO.,Chartered Accountants

Sd/-A.F. Khasgiwala

PartnerPlace : Mumbai Mem. No 006491Date : 29.05.2013 Firm Regn. No.105114W

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ANNEXURE REFERRED TO IN PARAGRAPH 2 OF AUDITORS' REPORT OF EVEN DATE ON THE FINANCIALSTATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013 OF ASAHI INDUSTRIES LTD (FORMELY KNOWNASAHI FIBRES LIMITED

On the basis of such checks as we considered appropriate and according to the information and explanation given to usduring the course of audit, we state that:

1. In respect of fixed assets: -

(a) The Company has maintained proper records to show full particulars, including quantitative details and situationof the Fixed Assets.

(b) The fixed assets of the Company have been physically verified by the Management during the year and nomaterial discrepancies between the book records and the physical inventory have been noticed. In our opinion,the frequency of verification is reasonable.

(c) The company has not disposed off any fixed assets during the year and therefore the question of reporting underclause 4(1)(C) of the Companies (Auditor’s Report) Order, 2003, does not arise.

2. In respect of Inventories:-

(a) The stocks of finished goods, stores, spare parts and raw materials of the company, at all its locations, have beenphysically verified by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verification of stocks followed by the management are reasonable andadequate in relation to the size of the Company and nature of its business.

(c) The discrepancies noticed on physical verification of the above referred stocks as compared to the book recordswere not material and have been properly dealt with in the books of accounts.

(d) In our opinion, valuation of stocks is fair and proper in accordance with the normally accepted accounting principlesand is on the same basis as in the preceding year

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from Companies, firm or other partiescovered in the register maintained under 301 of the Companies Act,1956:

(a) The Company has taken unsecured loans from companies listed in the register maintained under Section 301 ofthe Act and / or Companies under the same management as defined under sub section (6) of section 370 of theCompanies Act, 1956.

(b) The Company has not granted any loans secured or unsecured, during the year, to companies, firms or partieslisted in the register maintained under 301 of the Companies acts, 1956. On the basis of the information andexplanations given to us, there are no companies under the same management within the meaning of subsection (6) of section 370 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation thatcertain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparativequotations, there are adequate internal control procedures commensurate with the size of the Company and thenature of its business with regard to the purchase of stores, raw materials including components, plant & machinery,equipment and similar assets & purchase of goods and for the sale of goods. Further, on the basis of our examinationof the books and records of the company, and according to the information and explanations given to us, we haveneither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaidinternal control system.

5. In respect of transaction covered under Section 301 of the Companies Act,1956:

According to the information and explanations given to us, the company has not entered into any contract for the sale,purchase or supply of goods, materials or services which is required to be entered in the Register maintained undersection 301 of the Companies Act 1956.

6. In our opinion, and according to the information and explanations given to us, the Company does have an internalaudit system commensurate with the size of the company and nature of its business.

7. The Company has not accepted any deposits from the public during the year & consequently the provision of Section58A and 58AA or any other relevant provision of the Companies Act, 1956 and the Rules made there under are notapplicable.

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8. We are of the opinion that, prima facie, the cost records and accounts prescribed by the Central Government of Indiaunder Section 209 (1) (d) of the Act have been maintained. We have, however, not made a detailed examination ofsuch accounts and records.

(a) According to the records of the company, the provident fund and employees state Insurance, Income-tax, WealthTax, cess and other statutory dues have been regularly Deposited during the year with appropriate authorities.

(b) According to the information and explanations given to us, the disputed dues outstanding in respect of Sales taxis as follows:- .

Nature of Liability Nature of Dues Amount Period Remarks

Sales Tax Dispute on account of ` 49.14 Lacs 1996-97 Appellate Tribunal of salesSales Tax Exemption 1997-98 Tax Dept. at Ahmedabadgranted to the Company 1998-99 [Refer Note 2.19(e)]

10. According to the records of the company examined by us and the information and explanations given to us, theCompany has not defaulted in repayment of dues to any financial institution or bank as at the Balance Sheet date.

11. Based on our examination of the records and the information and explanations given to us, the Company has notgranted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

12. The provisions of any special statute applicable to Chit fund & Nidhi /Mutual benefit / societies are not applicable to thecompany.

13. During the year, the Company does not have any transactions in respect of dealing and trading in shares, securities,debentures and other investments. All shares, debentures and other securities held as investments by the companyhave been held by the company in its own name.

14. According to the information and explanations given to us, the Company has given Corporate Guarantee of ` 90 Crorein favour of Bank of India for securing Term Loan granted to Real time Properties Ltd. The Company has executedcorporate gurantees aggregating ` 33.40 Crore in favour of Indian Overseas Bank, Nariman Point Branch, Mumbaifor securing the loan granted to KSL and Industries Ltd., Jaybharat Textiles & Real Estate Ltd., Eskay Knit India Ltd.and Krishna Knitwear Technology Ltd.

15. The Company has not made any preferential allotment of shares to parties and companies covered in the registermaintained under section 301 of the Companies Act, 1956.

16. The Company has not raised any term loan during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of theCompany, we report that no funds raised on Short-term basis have been used for long term investment by the Company.

18. During the year covered by our audit report the Company has not issued any secured debentures.

19. The Company has not raised any money by public issues during the year covered by our report.

20. The Company does not have any accumulated losses as at 31st March, 2013.

21. During the year the Company has not made any payment to parties or companies covered in the register maintainedu/s 301 of the companies Act, 1956.

22. During the course of our examination of the books and records of the company, carried out in accordance with thegenerally accepted auditing practices in India and according to the information and explanations given to us, we haveneither come across any instance of frauds on or by the company, noticed or reported during the year, nor have beeninformed of such case by the management.

For A. F. KHASGIWALA & CO.,Chartered Accountants

Sd/-A.F. Khasgiwala

PartnerPlace : Mumbai Mem. No 006491Date : 29th May, 2013 Firm Regn. No.105114W

21


This is the Balance Sheet referred to in our Report of even date.

For A. F. KHASGIWALA & CO. For and on behalf of the Board of DirectorsChartered Accountants

Sd/-A. F. Khasgiwala Sd/- Sd/-Partner Narayan Ghumatkar Gaurav Kumar TayalMembership No. 006491 Managing Director DirectorFirm Regn. No. 105114W

Sd/-Place: Mumbai Suresh KundnaniDate : 29th May, 2013 Company Secretary

BALANCE SHEET AS AT 31ST MARCH, 2013

(` in Lacs)Notes As at As at

No. 31.03.2013 31.03.2012I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds(a) Share Capital 2.1 664.43 664.43(b) Reserves and Surplus 2.2 380.48 296.00

(2) Non-Current Liabilities(a) Long-Term Borrowings 2.3 13,495.18 13,663.51(b) Deferred Tax Liabilities (Net) 2.4 197.64 245.37(c) Other Long Term Liabilities — —(d) Long Term Provisions — —

(3) Current Liabilities(a) Short-Term Borrowings — —(b) Trade Payables 2.5 188.32 156.36(c) Other Current Liabilities 2.6 63.32 0.83(d) Short-Term Provisions 2.7 211.10 225.34

Total Equity & Liabilities 15,200.49 15,251.84

II. ASSETS(1) Non-Current Assets

(a) Fixed Assets 2.8Tangible Assets :(i) Gross Block 16,444.01 16,276.81(ii) Depreciation 6,303.75 4,951.31

(iii) Net Block 10,140.25 11,325.49Capital Work in Progress 77.91 245.11(b) Non-current investments — —(c) Deferred tax assets (net) — —(d) Long term loans and advances — —(e) Other non-current assets — —

(2) Current Assets(a) Current investments(b) Inventories 2.9 996.29 734.68(c) Trade receivables 2.10 1,354.22 907.35(d) Cash and cash equivalents 2.11 18.32 19.33(e) Short-term loans and advances 2.12 2,613.49 2,019.88(f) Other current assets — —

Total Assets 15,200.49 15,251.84

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS:The accompanying notes are intergal part of the financial statements

22


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2013

(` in Lacs)Notes Year ending Year ending

No. 31.03.2013 31.03.2012

I Revenue from operations 2.13 20,846.67 16,954.05

I. Total Revenue 20,846.67 16,954.05

II Expenses:

Cost of Sales 2.14 18,770.23 14,960.37

Finance Cost 2.15 151.87 14.34

Depreciation and Amortization Expense 2.16 1,352.44 1,348.18

Other Administrative Expenses 2.17 526.72 380.98

Total Expenses (II) 20,801.26 16,703.87

III Profit before tax (I - II) 45.41 250.18

IV Tax expense:

(1) Current tax 8.65 50.06

(2) Deferred tax Liabilities / (Assets) 47.73 (11.94)

V Profit(Loss) from continuing operations 84.48 188.17

VI Profit/(Loss) from discontinuing operations — —

VII Tax expense of discounting operations — —

VIII Profit/(Loss) from Discontinuing operations — —

IX Profit/(Loss) for the year 84.48 188.17

X Earning per equity share:

Equity shares of per value Rs.1/-each

(1) Basic 0.13 0.28

(1) Diluted 0.13 0.28

No. of share used in computing earning per share 66,442,552 66,442,552

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS:

The accompanying notes are intergal part of the financial statements

This is the Balance Sheet referred to in our Report of even date.



Sd/-Place: Mumbai Suresh KundnaniDate : 29th May, 2013 Company Secretary

23


NOTES FORMING INTEGRAL PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2013(` in lacs)

As at As at31.03.2013 31.03.2012

Note: 2.1 SHARE CAPITAL

1 Authorised99,00,00,000 Equity Shares of ` 1/- each 9900.00 9900.00(Previous year 99,00,00,000 Equity Shares of ` 1/- each)1,00,000 Preference Shares of ` 100/- each 100.00 100.00

2 Issued, Subscribed6,64,42,552 Equity Shares of ` 1/- each 664.43 664.43(Previous year 6,64,42,552 Equity Shares of ` 1/- each)

3 Paid up Capital6,64,42,552 Equity Shares of ` 1/- each 664.43 664.43(Previous year 6,64,42,552 Equity Shares of ` 1/- each)

664.43 664.43

2.1 (a) Details of share holders holding morethan 5 % shares

Name of Shareholders As at 31st March,2013 As at 31st March,2012

No. of % of No. of % ofShares held Holding Shares held Holding

Jaybharat Textiles & Realestate Limited 32225870 48.50 32225870 48.50

KSl & Industries Limited 16000000 24.08 16000000 24.08

2.1 (b) Reconciliation of Number of Shares Outstanding as at 1st April 2012 and 31st March,2013 :

EQUITY SHARES :Particulars Number (` in Lacs)Shares outstanding as at the 1st April, 2012 66442552 664.43Add : Shares issued during the period NIL NIL

Shares outstanding as at 31st March, 2013 66442552 664.43

Note: 2.2 Reserve & Surplus (` in Lacs)As at As at

31.03.2013 31.03.2012(a) Reserves

Capital Reserve 800.25 800.25

Total (a) 800.25 800.25

(b) SurplusProfit & Loss AccountBalance brought forward from previous year (504.25) (692.43)Add: Net Profit/(Net Loss) for the period 84.48 188.17Total (b) (419.77) (504.25)

Total 380.48 296.00

Note 2.3 Long Term BorrowingsSecuredTerm Loan :*

From Bank 795.18 963.51Unsecured

From Corporates 12,700.00 12,700.00

Total 13,495.18 13,663.51

* Secured by Mortgage of property owned by four relative of directors(Terms of Repayment 8 Years)

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Note: 2.4 Deferred TaxLiabilities/Assets (` in Lacs)As at As at

31.03.2013 31.03.2012Deffered Tax LiabilitiesDepreciation on Fixed Assets 197.64 245.37

Total 197.64 245.37

Note: 2.5 Trades Payable (` in Lacs)

As at As at1 Sundry Creditors for Material/Supplies 188.32 156.36

Total 188.32 156.36

Note: 2.6 Other Current Liabilities (` in Lacs)As at As at

31.03.2013 31.03.2012

1 Interest Accured & Due 63.32 0.83

Total 63.32 0.83

Note: 2.7 Short Term Provisions (` in Lacs)As at As at

31.03.2013 31.03.2012

1 Provision for Taxation 8.65 50.062 outstanding Expenses payable 202.45 175.28

Total 211.10 225.34

Note: 2.8 Fixed Assets(` In Lacs )

GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS At Cost As on As on For the Upto As on As on01.04.2012 Additions Deductions 31.03.2013 01.04.2012 Year 31.03.2013 31.03.2013 31.03.2012

Land 217.06 — — 217.06 — — — 217.06 217.06

Building 3993.96 — — 3993.96 562.38 133.40 695.78 3298.18 3431.58

Plant & Machinery 11408.24 167.20 — 11575.44 4217.94 1183.88 5401.83 6173.62 7190.29

Laboratory Equipment 13.71 — — 13.71 11.38 0.65 12.03 1.68 2.33

Computer 23.82 — — 23.82 15.48 3.86 19.34 4.47 8.33

Electric Installation 558.59 — — 558.59 122.64 26.53 149.18 409.41 435.95

Furniture & Fixtures 30.33 — — 30.33 8.88 1.92 10.80 19.53 21.45

Air Conditioner 10.58 — — 10.58 4.55 0.50 5.06 5.53 6.03

Office Equipment 7.85 — — 7.85 3.83 0.50 4.32 3.52 4.02

Vehicle 12.67 — — 12.67 4.21 1.20 5.41 7.26 8.46

Total 16276.81 167.20 — 16444.01 4951.31 1352.44 6303.75 10140.25 11325.49

Capital Work inProgress 245.11 — 167.20 77.91 — — 0.00 77.91 245.11

Total 16521.92 167.20 167.20 16521.92 4951.31 1352.44 6303.75 10218.16 11570.60

Previous year 16276.81 245.11 0.00 16521.92 3603.13 1348.18 4951.31 11570.60 12673.67

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Note: 2.9 Inventories (` In Lacs)As at As at

31.03.2013 31.03.2012

1 Raw Material 746.55 616.02

2 Work-in-Progress 25.44 27.64

3 Finished Goods 206.21 65.01

4 Stores & Spares 18.09 26.01

5 Packing Material — —

Total 996.29 734.68

Note : 2.10 Trade Recievables (` In Lacs)As at As at

31.03.2013 31.03.2012

1 Outstanding for more than six months

a) Secured, Considered Good : — —

b) Unsecured, Considered Good : 8.55 17.24

c) Doubtful — —

2 Others

a) Secured, Considered Good : — —

b) Unsecured, Considered Good : 1,345.67 890.11

c) Doubtful — —

Total 1,354.22 907.35

Note: 2.11 Cash & Cash Equivalent Rs. In LacsAs at As at

31.03.2013 31.03.2012

1 Cash-in-Hand

Cash Balance 14.02 14.02

Sub Total (A) 14.02 14.02

2 Bank Balance

In Current Account 4.30 5.31

Sub Total (B) 4.30 5.31

Total [ A + B ] 18.32 19.33

Note: 2.12 Short Terms Loans and Advances (` In Lacs)As at As at

31.03.2013 31.03.2012

1 Others 2,613.49 2,019.88

Advance Recoverable in cash or in kind or for value to be considered good

Total 2,613.49 2,019.88

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NOTES FORMING INTEGRAL PART OF THE STATEMENT OF PROFIT & LOSSACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2013

Note: 2.13 Revenue from Operations (` In Lacs)Year ending Year ending

31.03.2013 31.03.2012

1 Income From Operations : 20,846.67 16,954.05

Total 20,846.67 16,954.05

Note: 2.14 Cost of Sales

a) MATERIALS AND GOODS CONSUMEDOpening Stock 616.02 565.43Add : Purchases 15,448.36 12,896.96

16,064.38 13,462.39Less : Closing Stock 746.55 616.02

Raw Material Consumed Sub total (a) 15,317.83 12,846.37

b) CHANGE IN INVENTORIESOpening Stock :Finished goods 65.01 57.75Work in progress 27.64 22.15Total (i) 92.65 79.90Closing Stock :Finished goods 206.21 65.01Work in progress 25.44 27.64Total (ii) 231.65 92.65

Sub total (b)(i—ii) (139.00) (12.75)

c) DIRECT/PRODUCTIONS EXPENSES

Power & Fuel 1,407.86 1,039.17

Consumables Stores & Spares 256.58 128.96

Packing Materials 202.46 111.02

Labour Charges 1,378.90 811.06

Repairs and Maintenace - Machinery 175.12 —

Water & Processing Charges 170.48 36.54

Sub total (c) 3,591.40 2,126.75

Total (a+b+c) 18,770.23 14,960.37

Note: 2.15 Finance Cost

Interest on Loan 151.63 0.83

Bank & Processing Charges 0.24 13.54

Total 151.87 14.37

Note : 2.16 Depereciation and Amortization Expenses

Depereciation 1,352.44 1,348.18

Total 1,352.44 1,348.18

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A) SIGNIFICANT ACCOUNTING POLICIES1.1 General :-

The Company maintains its accounts on accrual basis following the historical cost convention in accordance withgenerally accepted accounting principles ("GAAP"), and in compliance with the Accounting Standards referred toin section 211 (3C) and other requirements of the Companies Act, 1956The preparation of financial statements in conformity with Indian GAAP requires that the management of theCompany makes estimates and assumptions that affect the reported amounts of income and expenses of theperiod, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of thedate of the financial statements. Examples of such estimates include the useful lives of fixed assets etc. Actualresults could differ from these estimates.

1.2 Fixed Assets :-Fixed Assets are stated at cost less accumulated depreciation. Cost includes all identifiable expenditure to bringthe assets to its present location and condition

1.3 Inventories:-Inventories are valued at cost or net realizable value, whichever is lower.

1.4 Depreciation:-Depreciation on Fixed Assets has been provided at Straight Line Method and at the rates prescribed in scheduleXIV of the companies Act, 1956.

1.5 Revenue Recognition :-Revenue on sale of products is recognized when the products are dispatched to customers,

1.6 Expenses Recognition:-Expenses are charged to revenue on accrual basis.

2.19 Others :a. Auditors Remuneration 31-03-13 31-03-12

` `

i) As Auditors 95506.00 93755.00

ii) In other capacity other matter Nil Nil

Total 95,506.00 93,755.00

Note : 2.17 Other Administrative Expenses (` In Lacs)Year ending Year ending

31.03.2013 31.03.2012

AGM Expenses 2.44 2.01Insurance Charges 0.40 0.81Bank Charges — 0.03Legal & Professional Charges 1.80 0.83General & Miscellaneous Expenses 14.91 18.06Auditors Remuneration 0.96 0.94Travelling 23.45 19.04Conveyance 17.45 16.54Director Remuneration 6.00 5.50Directors Sitting fees 2.50 3.04Telephone & Talex Charges 31.28 25.60Printing & Stationery 34.16 29.46Repairs and Maintenace - Others 56.44 18.02Repairs and Maintenace - Building 36.42 8.01Rates & Taxes 0.35 2.65Postage & Telegram 7.56 11.23Annual Listing Fees 0.28 0.28Salary & Staff Welfare Expenses 277.78 204.46Advertisement Expenses 9.46 6.88Registration & filling Fees 0.42 0.50Security Charges 2.66 7.11

Total 526.72 380.98

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(` In Lacs)31-03-13 31-03-12

b. Managing Directors Remuneration 6.00 Lacs 6.00 Lacsc. Provision for current tax is made on the basis of estimated taxable income for the current accounting year in

accordance with the Income Tax Act, 1961.d. There is no payment due to small scale industries.e Sales Tax Department has raised a demand (including interest) of ` 49,14,000 (Rupees Forty Nine Lacs

Fourteen Thousand Only) in respect of Sales Tax exemption granted to the Company for the years 1996-97,1997-98 and 1998-99. No provision for the said liability is made in the books of accounts and the Company haspreferred an Appeal against the said Order which is pending. The Company has made an Application to theGovernment of Gujarat for granting reliefs as per directions of Hon’ble BIFR.which is pending before High PowerCommittee of Government of Gujarat.

f. Deferred tax Assets/ Liabilities has been provided in a accordance with the Accounting Standard-22“Accounting for taxes on income” issued by the ICAI applicable with effectfrom 1st April 2001.The Deferred taxAssets/(Liabilitiies) as on 31st March, 2013 amounting to 47.73 Lacs is the tax on the difference between thebook depreciation and tax depreciation.

g. Current Assets, Loans & Advances are approximately of the value stated, if realized in the ordinary course ofbusiness.

h. The figures of the previous year are regrouped /rearranged whenever necessary to correspond with current yearfigure.

i. AS—18 Related Party Disclosure: Nil2. Other parties with whom the company has entered into transaction during the year.

i) Associates where key management personnel and their relatives have significant influence; Nilii) Key Management Personnel: a. Narayan Ghumatkar – Managing Directoriii) Relative of Key Management Personnel:— Nil

j. B Value of Imports of CIF basis in respect of: 2012-2013 2011-2012Capital Goods Nil NilStores & Spares Nil Nil

C Expenditure in Foreign Currency on Account Of:Interest in rupee on foreign Currency Nil NilLoans payable

D. F.O.B. Value of Exports Nil Nil

k. Contingent Liabilities and Commitments (to the extent not provided for) : (` In Lacs)Particular As at 31st As at 31st

March 2013 March 2012(i) Contingent Liabilities :

(a) Claims against the company not acknowledge as debt(b) Guarantees

(i) Bank Guarantee (ii) Corporate Guarantee Given : 12895.00 12895.00(c ) Other money for which the company is contingently liable : 550.00 550.00




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CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013(` In lacs)

2012–2013 2011–2012

I CASH INFLOWS(1) From Operating activities

(a) Profit from operating activities — 200.12Adjustments : 36.76 —Depreciation and amortization 1352.44 1348.18

(b) Working capital changes :Decrease in other current assetsIncrease in trade payables 31.96 —Increase in other current liabilities 62.49 —Increase in provisions — 28.39

Total of (1) 1483.65 1576.69

(2) From Investing activities(a) Proceeds from sale of fixed assets(b) Proceeds from sale of investments(c) Realisation of long-term loans and advances

from subsidiaries / associates / business ventures(d) Decrease in other long-term loans and advances(e) Decrease in other non-current assets(f) Dividend received(g) Interest received(h) Other income

Total of (2)

(3) From Financing activities(a) Proceeds from issue of share capital(b) Share application money pending allotment(c) Proceeds from long-term borrowings — 963.51(d) Proceeds from short-term borrowings

Total of (3) — 963.51

Total cash inflows (1+2+3) 1483.65 2540.20

II CASH OUTFLOWS(1) From Operating activities

(a) Loss from operating activitiesAdjustments :Depreciation and amortization

(b) Working capital changes :Increase in inventories 261.61 61.11Increase in trade receivables 446.87 193.02Increase in short-term loans and advancesIncrease in other current assets 593.61 907.22Decrease in trade payables — 73.62Decrease in other current liabilities — 146.44Decrease in provisions 14.24 —

(c) Direct taxes paid (Net of refunds)

Total of (1) 1316.33 1381.41

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(2) From Investing activities(a) Purchase of tangible assets / capital work -in-progress — 245.11(b) Purchase of intangible assets /assets under development(c) Purchase of investments(d) Investment in subsidiaries / associates / business ventures(e) Payment of long-term loans and advances to subsidiaries /

associates / business ventures(f) Increase in other long-term loans and advances(g) Increase in other non-current assets

Total of (2) 0.00 245.11

(3) From Financing activities(a) Repayment of long-term borrowings 168.33 —(b) Repayment of short-term borrowings — 900.00(c) Dividends paid (including distribution tax)(d) Interest and other finance costs(e) Share issue expenses

Total of (3) 168.33 900.00

Total cash inflows (1+2+3) 1484.66 2526.52

III Net (decrease) / increase in cash and cash equivalents (I - II) (1.01) 13.68

Add : Cash and cash equivalents at the beginning of the period 19.33 5.65

IV Cash and cash equivalents at the end of the period 18.32 19.33

1.01 (13.68)

(` In lacs)2012–2013 2011–2012

AUDITORS’ CERTIFICATEWe have examined the attached cash flow statement of ASAHI INDUSTRIES LIMITED for the year ended 31st March 2013.The Statement has been prepared by the company in accordance with the requirements of Listing Agreement Clause 32with Bombay Stock Exchanges and is based on and is in Agreement with the corresponding Statement of Profit and Lossand Balance Sheet of the company by our report to the members of the company.

For A. F. KHASGIWALA & CO.Chartered Accountants

Sd/-A. F. KhasgiwalaPartnerMembership No.6491Firm Regn No.105114W

Place : MumbaiDate : 29.05.2013

This is the Balance Sheet referred to in our Report of even date.For A. F. KHASGIWALA & CO. For and on behalf of the Board of DirectorsChartered Accountants



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ATTENDANCE SLIPASAHI INDUSTRIES LIMITED

Registered Office: Ecomax, Musrane, Taluka Wada, Dist. Thane – 421 312.

(Please complete this slip and hand it over at the entrance of the Meeting Hall)

20TH ANNUAL GENERAL MEETING

Member’s Name (in capital letters) ……………………………………................................……………………........................

Regd. Folio No. …………………………….................................……..……No. of Shares held ………...……………………..

DP. ID*

Client ID*

I hereby record my presence at the 20th Annual General Meeting of the Members of the Company, being held on Saturday,17th August, 2013, at 10.00 a.m. at Ecomax, Musrane, Taluka Wada, Dist. Thane – 421 312.

Signature of the Shareholder or Proxy* Applicable for investors holding shares in electronic form.

PROXY FORMASAHI INDUSTRIES LIMITED

Registered Office: Ecomax, Musrane, Taluka Wada, Dist. Thane – 421 312.

DP. ID* Regd. Folio No.

Client ID*

I/We ……….………………………………..........................…………… of .…………………...………… in the district of

……………………………………..............................………… being a Member/Members of the Company, hereby appoint

…………………………………...........................................…………………………...… of …………………..……… in the District

of ……………………..........................................….. or failing him……………..……………………………………………………

of ……………………….........……………... in the District of………………............................…………….… as my/our Proxy

to vote for me/us on my/our behalf at the 20th Annual General Meeting of the Members of the Company to be held onSaturday, 17th August, 2013, at 10.00 a.m. or at any adjournment thereof.

Signed this …………………………........................... Day of ………...…………. 2013.* Applicable for investors holding shares in electronic form.

Note: The Proxy form duly completed and signed must be deposited at the Registered Office of the Company, not less than48 hours before the meeting.

AffixRe. 1/-

RevenueStamp

CUT HERE

ANNUAL REPORT 2012-2013 · Shri Manoj Kumar Sharma COMPANY SECRETARY Shri Suresh Kundnani AUDITORS...

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