The directors submit annual report Asian Flora Limited along with the audited financial
statement for the year ended March 31, 2025.
1. Financial Results:
Rs.In Lacs
|
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,
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.
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
Place: Hyderabad
Date: September 8, 2025
For Asian Flora Limited
Sd/-
Setty Sangameswara Rao
Managing Director
|