**28th**

AASHEE INFOTECH LIMITED

**ANNUAL REPORT**

**2014-2015**

**(Formerly known as S.R. Oils & Fats Limited)**

**AASHEE INFOTECH LIMITED**

**CORPORATE INFORMATION**

BOARD OF DIRECTORS
:
Mr. Inder Bansal    
Chairman & MD
:
Mr. Anil Kumar Jain
Director
:
Mr. Arun Kumar Jain
Director
:
Mr. Rajesh Girotra
Director
:
Mr. Harender Kumar
Director
:
Ms. Prachi Sachdeva
Director

COMPANY SECRETARY
:
Mr. Anand Parkash Sharma

CHIEF FINANCIAL OFFICER
:
Ms. Mamta Jain

STATUTORY AUDITORS
:
M/s. UBS & Company

Chartered Accountants
203, Shree Ganesh Complex, 
32B, Vir Sawarker Block, 
Shakarpur, Delhi-110092

**REGISTRAR AND TRANSFER AGENT   :**

Beetal Financial & Computer Services Pvt. Ltd. 

Beetal House, 3rd Floor, 99, Mandangir, Behind Local 

Shopping Centre, New Delhi-110062

BANKERS
:
ICICI Bank

REGISTERED OFFICE
:
Plot No.2, Daulatabad Road, 
Gurgaon, Haryana-122006.
CORPORATE OFFICE
:
308, Lusa Tower, Azadpur, 

Delhi-110033.

Ph. No. 011-40424242; 

Fax: 011-42424200

EMAIL
: 
info@aasheeinfotech.com

INVESTORS HELPDESK
:
Ph. No. 011-40424242
EMAIL
:
 investors@aasheeinfotech.com

*** 28th Annual Report
2**

**CONTENTS**

**1.  NOTICE**

**2.
DIRECTOR'S REPORT**

**3.
EXTRACT OF ANNUAL RETURN**

**4.
SECRETARIAL AUDIT REPORT**

**5.
AOC-2**

**6.
REPORT ON CORPORATE**

**GOVERNANCE**

**7.
MANAGEMENT REPORT**

**8.
AUDITOR'S REPORT**

**9.
ACCOUNTS**

**10. ACCOUNTING POLICIES AND NOTES**

**ON ACCOUNTS**

*** 28th Annual Report**

NOTICE 
applicable provisions of the Companies Act, 2013 and the rules made 

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thereunder (including any statutory modification(s) or re-enactment 
Notice is hereby given that the 28  Annual General Meeting of Aashee 

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thereof for the time being in force), the consent of the Company be and 
Infotech Limited will be held on Monday, the 28  Day of September, 2015 at 

is hereby accorded to the Board of Directors to borrow any sum or sums 
11:00 A.M. at Plot No.2, Daulatabad Road, Gurgaon, Haryana-122006 to 

from time to time not withstanding that the money already borrowed by 
transact the following businesses:

the Company (apart from temporary loans obtained from the 
ORDINARY BUSINESS:
Company's bankers in the ordinary course of business) may exceed the 
1.
To receive, consider and adopt the Audited financial statements of the 
aggregate of the paid up capital of the Company and its free reserves, 
Company for the year ended March 31, 2015, including the audited 
that is to say reserves not set apart for any specific purposes provided 
Balance Sheet as at March 31, 2015, the Statement of Profit and Loss 
however, the total amount so borrowed shall not exceed Rs. 30, 00, 00, 
for the year ended on that date and the Cash Flow Statement for the 
000/- (Rupees Thirty Crores only).”
year ended on that date together with the Reports of the Directors and 
Auditors thereon

By Order of the Board of Directors
2.
To appoint a director in place of Mr. Anil Kumar Jain (holding DIN 

For Aashee Infotech Limited
00014601), who retires by rotation and, being eligible, offers himself for 

Place: Delhi
re-appointment.

Date:   22.08.2015
3.
To consider and if thought fit, to pass, the following resolution as an 
ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and 
Company Secretary
other applicable provisions, if any, of the Companies Act, 2013 read 
Name- Anand Parkash Sharma
with the Companies (Audit and Auditors) Rules, 2014 (including any 
Membership No.: F- 2836
statutory modification(s) or re-enactment(s) thereof, for the time being 

Notes:
in force), the appointment of statutory auditors of the Company, M/s 
UBS & Co., Chartered Accountants, New Delhi, having firm registration 
1. 
A member entitled to attend and vote at the annual general 
No. 012351N be and is hereby ratified by the members of the Company 
meeting is entitled to appoint one or more proxies to attend and vote on 
for the financial year 2015-16 at such remuneration as may be 
a poll instead of himself / herself and the proxy need not be a member of 
determined by the Board of Directors of the Company based on the 
the company. Pursuant to section 105 of the Companies Act, 2013 read 
recommendation of the Audit Committee.”  
with the companies (Management and Administration) rules, 2014 a 
person shall not act as proxy for more than fifty (50) members and 
SPECIAL BUSINESS:

holding in the aggregate not more than ten percent of the total share 
4.
APPOINTMENT OF MR. HARENDER KUMAR  AS  DIRECTOR
capital of the company carrying voting rights. A member holding more 
To consider and if thought fit, to pass, the following resolution as 
than 10% of the total share capital of company carrying voting rights 
ordinary resolution:
may appoint a single person as proxy and such person shall not act as 
"RESOLVED THAT Mr. Harender Kumar (holding DIN 07197815) 
proxy for any other person or shareholder. 
appointed as an Additional Director of the Company by the Board of 
2. 
A blank proxy form is sent herewith.
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Directors w.e.f. 29   May, 2015, and holds office upto the date of this 
3.
The instrument appointing proxy, duly stamped completed and signed, 
meeting under section 161 of the Companies Act, 2013, and in respect 
should be deposited at the registered office of the Company not less than 48 
of whom the Company has received a Notice in writing from a Member 
hours before the commencement of the meeting.
pursuant to section 160 of the Companies Act, 2013 proposing his 

4.
 A Statement pursuant to Section 102 of the Companies Act, 2013, 
candidature for the office of Director, be and is hereby appointed as 

relating to the Special Business to be transacted at the meeting is given 
Director of the Company whose period of office shall be liable to 

herein.
determination by retirement of directors by rotation.

5.
 All documents referred to in the accompanying Notice and the 
"RESOLVED FURTHER THAT any Director of the Company be and is 

Explanatory Statements are open to inspection by the members at the 
hereby authorized to do all the acts, things and e-filling which are 

registered office of the Company on all working days up to the date of Annual 
necessary to give effect to the above said resolution.”

General Meeting between 10:00 AM and 12:00 PM.
5.
APPOINTMENT OF MS. PRACHI SACHDEVA AS AN ORDINARY 

6. 
Members are requested to notify change in address (if any) 
DIRECTOR

immediately, at the registered office of the Company.
To consider and if thought fit, to pass, the following resolution as a 

7.
The Register of members and Share Transfer books of the Company 
Ordinary resolution:

rd
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will remain closed from 23  September, 2015 to 28  September, 2015 (both 
"RESOLVED THAT Ms. Prachi Sachdeva (holding DIN 07242052) 
days inclusive), in terms of the provisions of the Companies Act, 2013, and 
appointed as an Additional Director of the Company by the Board of 
the listing agreement with the stock exchanges where the shares of the 
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Directors w.e.f. 7   August, 2015, and holds office upto the date of this 
Company are listed for the purpose of Annual General Meeting.
meeting under section 161 of the Companies Act, 2013, and in respect 

Voting through electronics means
of whom the Company has received a Notice in writing from a Member 
pursuant to section 160 of the Companies Act, 2013 proposing her 
In compliance with the provisions of clause 35B of the Equity Listing 
candidature for the office of Director, be and is hereby appointed as 
Agreements, Section 108 of the Companies Act, 2013 read with Companies 
Director of the Company whose period of office shall be liable to 
(Management and Administration) Rules, 2014, the Company is offering e-
determination by retirement of directors by rotation.
voting facility to all its Members to enable them to exercise their right to vote 
on all matters listed in this Notice by electronics means.
"RESOLVED FURTHER THAT any Director of the Company be and is 
hereby authorized to do all the acts, things and e-filling which are 
For this purpose, the Company has entered into an agreement with CDSL for 
necessary to give effect to the above said resolution.”
facilitating e-voting.

6.   
BORROWING LIMIT OF THE COMPANY
The instructions for members for voting electronically are as under:-

To consider and, if thought fit, to pass, the following resolution as a 
In case of members receiving e-mail:
Special Resolution:
(i)
Log on to the e-voting website www.evotingindia.com
“RESOLVED THAT pursuant to Section 180 (1)(c) and any other 

**AASHEE INFOTECH LIMITED**

**3**

**AASHEE INFOTECH LIMITED**

**4**

(ii)
Click on “Shareholders” tab.
Enter the User ID and the image verification code and click on Forgot 
Password & enter the details as prompted by the system.
(iii)
Now, select the “COMPANY NAME” from the drop down menu and 

click on “SUBMIT”

Institutional shareholders (i.e. other than Individuals, HUF, NRI 
etc.) are required to log on to https://www.evotingindia.co.in and 
(iv)
Now Enter your User ID 

register themselves as Corporates. 
a. For CDSL: 16 digits beneficiary ID, 


They should submit a scanned copy of the Registration Form 
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, 

b e a r i n g  
t h e  
s t a m p  
a n d  
s i g n  
o f  
t h e  
e n t i t y  
t o  
c. Members holding shares in Physical Form should enter Folio 

helpdesk.evoting@cdslindia.com. 
Number registered with the Company.


After receiving the login details they have to create a user who 
(v)
Next enter the Image Verification as displayed and Click on Login.

would be able to link the account(s) which they wish to vote on. 
(vi)
If you are holding shares in demat form and had logged on to 

www.evotingindia.com and voted on an earlier voting of any 

T h e  
l i s t  
o f  
a c c o u n t s  
s h o u l d  
b e  
m a i l e d  
t o  
company, then your existing password is to be used. 
helpdesk.evoting@cdslindia.com and on approval of the accounts 
they would be able to cast their vote. 


They should upload a scanned copy of the Board Resolution and 
Power of Attorney (POA) which they have issued in favour of the 
Custodian, if any, in PDF format in the system for the scrutinizer to 
verify the same.

**In case of members receiving the physical copy:**

(A)
Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

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(B)
The voting period begins on Thursday 24  September, 2015 and ends 

on 27th September, 2015. During this period shareholders of the 
Company, holding shares either in physical form or in dematerialized 

nd 
form, as on 22 September,2015, may cast their vote electronically. The 
e-voting module shall be disabled by CDSL for voting thereafter.

(C)
In case you have any queries or issues regarding e-voting, you may 

refer the Frequently Asked Questions (“FAQs”) and e-voting manual 
available at www.evotingindia.co.in under help section or write an email 
to helpdesk.evoting@cdslindia.com.

**General Instructions:**

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•
The e-voting period will commence on Thursday, 24  September, 2015 

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(9.00 a.m.) and ends on Sunday, 27  September, 2014 (5.00 p.m.) (both 
days inclusive). During this period, Members holding shares either in 
physical 
form 
or 
in 
dematerialized 
form 
may 
cast 
their 
vote 
(viii) After entering these details appropriately, click on “SUBMIT” tab.
electronically. The e-voting module shall be disabled by CDSL 
(ix)
Members holding shares in physical form will then reach directly the 
thereafter. Please note that once the vote on a resolution has been cast, 
Company selection screen. However, members holding shares in demat 
Members cannot change it subsequently.
form will now reach 'Password Creation' menu wherein they are required to 
•
 The voting rights of Members shall be in proportion of their shares in the 
mandatorily enter their login password in the new password field. Kindly note 
nd
total paid-up equity share capital of the Company as on 22  September, 
that this password is to be also used by the demat holders for voting for 
2015.
resolutions of any other company on which they are eligible to vote, provided 

•
M/s Jain Preeti & Co., Company Secretaries has been appointed by the 
that company opts for e-voting through CDSL platform. It is strongly 

Company to act as the Scrutinizer to scrutinize the e-voting process in a 
recommended not to share your password with any other person and take 

fair and transparent manner.
utmost care to keep your password confidential. 

•
The Scrutinizer shall within a period of three working days from the 
(x)
For Members holding shares in physical form, the details can be used 

conclusion of the e-voting period submit his report in respect of the 
only for e-voting on the resolutions contained in this Notice.

votes cast in favour or against each of the resolutions as set out in this 
(xi)
Click on the EVSN for the relevant <Company Name> on which you 
Notice, to the Chairman of the Company.
choose to vote.

•
The Results shall be declared by the Chairman at the meeting of the 
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and 
Company.  The results declared along with the Scrutinizer's Report 
against the same the option “YES/NO” for voting. Select the option YES or 
s h a l l  
b e  
p l a c e d  
o n  
t h e  
C o m p a n y ' s  
w e b s i t e  
v i z . ,  
NO as desired. The option YES implies that you assent to the Resolution and 
www.aasheeinfotech.com and on the website of CDSL on or before 
option NO implies that you dissent to the Resolution.
st
Thursday, 1  October, 2015. 
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire 
•
In terms of clause 35B of the Equity Listing Agreements, the Company 
Resolution details.
in order to enable its Members, who do not have access to e-voting 
(xiv) After selecting the resolution you have decided to vote on, click on 
facility, to send their assent or dissent in writing in respect of the 
“SUBMIT”. A confirmation box will be displayed. If you wish to confirm your 
resolutions as set out in this Notice, is enclosing a Ballot Form along 
vote, click on “OK”, else to change your vote, click on “CANCEL” and 
with this Notice. 
accordingly modify your vote.
•
A Member desiring to exercise his/her vote by Postal Ballot shall 
(xv) Once you “CONFIRM” your vote on the resolution, you will not be 
complete the enclosed Ballot Form with assent (for) or dissent (against) 
allowed to modify your vote.
and send it to the Scrutinizer in the  enclosed self addressed pre-paid 
(xvi) You can also take out print of the voting done by you by clicking on “Click 
postage Business Reply Envelope. Postage charges will be borne and 
here to print” option on the Voting page.
paid by the Company. However, in case a Member sends the Ballot 
Form by courier or registered post or delivers it in person at his 
(xvii) If Demat account holder has forgotten the changed password then 

(vii) If you are a first time user follow the steps given below :

**For Members holding shares in Demat Form and Physical Form**

PAN*
Enter your 10 digit apha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and 
the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicable
number of 0's before the number after the first two characters of the 
name in CAPITAL  letters. Eg. If your name is Ramesh Kumar wtih
sequence number 1 then enter RA00000001 in the PAN field.

DOB# 
Enter the Date of Birth as recorded in your demat account or in the company
records for the said demat account or folio in dd/mm/yyyy format .

Dividend
Bank
Details#

Enter the Dividend Bank Details as recorded in your demat account or in the 
company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the
details are not recorded with the depository or company please enter
the member id/folio number in the Dividend Bank details field.

*** 28th Annual Report**

expense, such Ballot Forms will also be accepted.

•
The Ballot Form, duly completed and signed by the Member(s) should 

be returned in the enclosed self addressed pre-paid postage Business 
Reply Envelope directly to the Scrutinizer so as to reach the Scrutinizer 

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By Order of the Board of Directors
before the close of working hours on 27  September, 2015. Any Ballot 
Form received after the said date shall be treated as if the reply from the 
For Aashee Infotech Limited
Member(s) has not been received.
Place: Delhi
•
All documents referred to in this Notice and Statement setting out 
Date:  21.08.2015
material facts and other statutory registers are open for inspection by 

Company Secretary
the Members at the Registered Office of the Company between 10.00 

Name- Anand Parkash Sharma
a.m. to 12.00 noon on all working days except Saturdays, Sundays and 

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national holidays, from the date hereof upto  27  September, 2015.
Membership No. F- 2836

•
For security reasons and for proper conduct of the Meeting, entry to the 

place of the Meeting will be regulated by the Attendance Slip, which is 
DIRECTORS' REPORT
annexed to the Proxy Form. Members / Proxies are requested to bring 
Dear Members,
their Attendance Slip complete in all respects and signed at the place 

Aashee Infotech Limited
provided there at and hand it over at the entrance of the Meeting venue.

On behalf of the Board of Directors of your Company, it is my privilege to 

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present the 28  Annual Report on the business and operations of the 
Company together with the Audited Statement of Accounts for the financial 
year ended March 31, 2015 and Auditor's Report thereon.

FINANCIAL HIGHLIGHTS:
Explanatory Statement pursuant to Section 102 of 
The Profit & Loss Account of your Company on standalone basis shows a 
the Companies Act, 2013
profit of Rs. 90,114. The brief financial highlights are as below:
ITEM NO. 4

Mr. Harender Kumar (holding DIN: 07197815) was appointed as an 
Additional Director of the Company by the Board of Director in accordance 
with the provisions of the section 161 of the Companies Act, 2013. Pursuant 
to section 161 of the Companies Act, 2013, the above Director holds office up 
to the date of ensuing Annual General Meeting. In this regard the Company 
has received request in writing from a member proposing his candidature for 
appointment as Director of the Company in accordance with provisions of 
and all other applicable provisions of the Companies Act, 2013.

The Board feels that presence of Mr. Harender Kumar on the Board would be 
OPERATIONAL PERFORMANCE:
beneficial to the Company and hence recommend passing the resolution as 

During the financial year 2014-15, the Company has recorded revenue of 
an Ordinary Resolution.

Rs.28, 13,72,808. The Company has earned net profit of Rs. 90,114 during 
None of the Directors are concerned or interested, directly or indirectly, 
the year as compared to net loss of Rs.7143 in the last year.  The Directors 
except Mr. Harender Kumar in the resolution.
are optimistic about future performance of the Company.
Your Directors recommend the resolution for approval.
Your Company had incurred the accumulated loss due to falling margins and 
ITEM NO. 5
intense competition in the products dealt with by the Company. Strategic 
Review Committee was formed to review the marketing strategy and to 
Ms. Prachi Sachdeva (holding DIN 07242052) was appointed as an 

suggest changes in the product mix.  This has resulted in arrest of steep fall in 
Additional Director of the Company by the Board of Directors in accordance 

st
with the provisions of the section 161 of the Companies Act, 2013. Pursuant 
Income of the Company for the year ended 31  March, 2015. In fact the 
to section 161 of the Companies Act, 2013, the above Director holds office up 
Company has been able to earn a modest profit in year under review. It is also 
to the date of ensuing Annual General Meeting. In this regard the Company 
expected that the operations of the company would improve in the years to 
has received request in writing from a member proposing her candidature for 
come.
appointment as Director of the Company in accordance with provisions of 
EXTRACT OF THE ANNUAL RETURN
and all other applicable provisions of the Companies Act, 2013.
The details forming part of the extract of the Annual Return in form MGT-9 is 
The Board feels that presence of Ms. Prachi Sachdeva on the Board would be 
annexed herewith as “Annexure A”
beneficial to the Company and hence recommend passing the resolution as 
DIRECTORS RESPONSIBILITY STATEMENT
an Ordinary Resolution.

In terms of Section 134 (5) of the Companies Act, 2013, the directors would 
None of the Directors are concerned or interested, directly or indirectly, 
like to state that:
except Ms. Prachi Sachdeva in the resolution.

i)
In the preparation of the annual accounts, the applicable 
Your Directors recommend the resolution for approval.
accounting standards have been followed.
ITEM NO. 6
ii)
The directors have selected such accounting policies and applied 
them consistently and made judgments and estimates that were 
reasonable and prudent so as to give a true and fair view of the 
state of affairs of the Company at the end of the financial year and of 
the profit or loss of the Company for the year under review.

iii)
The directors have taken proper and sufficient care for the 
maintenance of adequate accounting records in accordance with 
the provisions of this Act for safeguarding the assets of the 

money in excess of the aggregate of the paid up share capital and free 
reserves of the Company. Approval of members being sought to borrow 
money upto 30 Crores (Rupees Thirty Crores) in excess of the aggregate of 
the paid up share capital and free reserves of the Company.

Section 180 (1) (c) of the Companies Act, 2013 requires that the Board of 
Directors shall not borrow in excess of the Company's paid up share capital 
and free reserves, apart from temporary loans obtained from the Company's 
bankers in the ordinary course of business, except with the consent of the 
Company accorded by way of a special resolution.

It is therefore, necessary for the members to pass a Special Resolution u/s 
180 (1) (c) and other applicable provisions of the Companies Act, 2013, as set 
out at Item No. 6 of the notice, to enable to the Board of Directors to borrow 

**AASHEE INFOTECH LIMITED**

**5**

**MEMBERS HOLDING EQUITY SHARES IN ELECTRONIC FORM AND 
PROXIES THEREOF, ARE REQUESTED TO BRING THEIR DP ID AND 
CLIENT ID FOR IDENTIFICATION.**

Particulars 
Year Ended
March 31, 2015
Total Income
Profit before depreciation
Depreciation 
Profit after Depreciation 
Profit before tax
Provision for Taxation (Current & Deferred)
Profit After Taxation

Year Ended
March 31, 2014
281.37

1.27

NIL
1.27
1.27
0.40
0.90

704.43

1.43
0.03
1.400
1.400

0.46
(0.07)

*** 28th Annual Report**

Company and for preventing and detecting fraud and other 
seeking sanction of scheme of amalgamation before  the Hon'ble High Court 
irregularities.
of Punjab and Haryana, Chandigarh.

iv)
The directors have prepared the annual accounts on a going 
CHANGE IN REGISTERED OFFICE:
concern basis.
The Registered Office of the Company earlier situated at A-48/40, DLF 
v)
The directors had laid down internal financial controls to be 
Phase-1, Gurgaon-122002, Haryana. With a view to improve the operational 
followed by the company and that such internal financial controls 
efficiency, the Board of Directors considered and approved the shifting of the 
are adequate and were operating effectively.
registered office without change in the Jurisdiction of the Registrar of 
Companies, NCT of Delhi and Haryana, to Plot No.2, Daulatabad Road, 
vi)
The directors had devised proper system to ensure compliance 

Gurgaon, Haryana-122006 w.e.f. 05/05/2015.The present location is within 
with the provisions of all applicable laws and that such system were 

the local limits of the city.
adequate and operating effectively.

The shifting of registered office enables the company to handle its business 
STATUTORY AUDITORS:

activities more efficiently and run its business more economically and 
M/s. UBS & CO, Chartered Accountants (Firm Registration No. 
conveniently. The shifting of the Registered Office as aforesaid is in the best 
012351N), Delhi, Statutory Auditors of the Company, holds office until the 
interests of the company, its shareholders and all concerned. The proposed 
conclusion of the ensuing Annual General Meeting subject to ratification of 
shifting will in no way be detrimental to the interest(s) of any member of the 
their appointment at ensuing AGM. The appointment of M/s. UBS & CO, 
public, employees or other associates of the Company in any manner 
Chartered Accountants (Firm Registration No. 012351N), Delhi as Statutory 
whatsoever.
Auditors of the Company is placed for ratification by shareholders. In this 

CODE OF CONDUCT: 
regard, the Company has received a certificate from the auditors to the effect 
that if they are reappointed, it would be in accordance with the provision of 
In compliance with Clause 49 of Listing Agreement and the Companies Act, 
Sec.141 of the Companies Act, 2013.
2013, the Company has framed and adopted a code of conduct. The code is 
applicable to the members of the Board and all employees of the Company. 
AUDITORS OBSERVATIONS:

The 
Code 
of 
Conduct 
is 
available 
on 
the 
Company's 
website 
The observations made by Auditors with reference to notes to account are 
http://aasheeinfotech.com/policy.html.
self explanatory and need no comments.

NUMBER OF BOARD MEETING: Five Board meeting were held during the 
SECRETARIAL AUDITOR  
year. The details of which are given under Corporate Governance Report.
Pursuant to provisions of section 204 of the Companies Act, 2013 and The 
TRANSFER TO RESERVES: 
Companies (Appointment and Remuneration of Managerial Personnel) 

Due to accumulated loss, the company has not transferred any amount to 
Rules, 2014, the company has appointed M/s Jain Preeti & Company, 

reserves.
Company Secretaries to undertake the Secretarial Audit of the Company for 
financial year 2014-15. The Secretarial Audit Report for Financial Year 2014-
DIVIDEND
15 forms part of the Annual Report as “Annexure B” to the Board Report.
In view of the accumulated loss, your Directors do not recommend any 

st
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Dividend for the Financial Year ended on 31  March, 2015.

The Company has established internal control systems which is adequate 
MATERIAL 
CHANGES AND 
COMMITMENTS AFFECTING 
THE 
commensurate with its size and nature of operations so as to ensure 
FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE 
smoothness of operations and compliance with applicable legislation.
FINANCIAL YEAR AND THE DATE OF THE REPORT

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the period Ms. Ankita Kabra, Director and Mr. Subhash Jain, Director 
of the Company have resigned on 07.08.2015 and 29.05.2015 from the 
The company has not given any loans or guarantees covered under the 

company respectively.  
provisions of section 186 of the Companies Act, 2013.

**CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN 
PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH**

**EXCHANGE EARNINGS & OUTGO:
RELATED PARTIES**

Pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with the 
Particulars of contracts or arrangements with related parties referred to  in 

Companies (Accounts)) Rules, 2014
section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is 
appended as “Annexure C” to the Board's report. 

**PUBLIC DEPOSITS:**

During the year, the Company has not invited/accepted any deposits from the 
Public.

**UPDATES ON PROPOSED MERGER:**

The Board of Directors of your Company had in its Meeting held on June 28, 
BOARD EVALUATION
2013, approved the Scheme of Amalgamation consisting of Merger of Jatalia 
Clause 49 of Listing Agreement mandates that the Board shall review and 
Global Ventures Ltd (JGVL), Jatalia Industrial Park Pvt Ltd (JIPL), Lusa 
monitor the Board evaluation framework. The Companies Act, 2013 states 
Private Ltd (Lusa) & Surya Soft-Tech Ltd (Surya) [Transferor Companies] 
that a formal annual evaluation needs to be made by the Board of its own 
with Aashee Infotech Ltd. (AIL) [Transferee Company]. The Application 
performance and that of its committees and the individual directors. Schedule 
under clause 24(f) of the listing agreement had already been submitted to the 
IV of the Companies Act, 2013 states that the performance evaluation of 
Designated and Regional Stock Exchange(s) where the shares of Aashee 
independent directors shall be done by the entire Board of Directors 
Infotech Limited are listed. The petition under section 391-394 of the 
excluding the director being evaluated.
Companies Act, 1956 has been submitted to Hon'ble High Court of Punjab 

The evaluation of Board of Directors and the Board as a whole was 
and Haryana, Chandigarh. Approval of the members was sought for the 

conducted based on the criteria and framework adopted by the Board.
scheme of amalgamation pursuant to the provision of Sec. 391 to 394 of the 

th
DIRECTORS
Companies Act,1956 at the meeting of the members held on 5  September 
2014, convened as per the direction of the  Hon'ble High Court of Punjab and 
Articles of Association of the Company provide that at least two-third of our 
th
Haryana, Chandigarh ,received vide its order dated 25  July,2014.
Directors shall be subject to retirement by rotation. One-third of these retiring 
Directors must retire from office at each Annual General Meeting of the 
The scheme was approved by requisite majority of shareholders attending 

Shareholders. The Retiring Directors are eligible for re-election. 
and voting at the meeting, Further the Company has also filed petition 

**AASHEE INFOTECH LIMITED**

**6**

**Particulars
Current Year
2014-15**

Previous Year
2013-2014
A.

B.

C.

Conservation of Energy

Technology Absorption 

Foreign Exchange Earnings & Outgo

Nil

Nil

Nil

Nil

Nil

Nil

*** 28th Annual Report**

Mr. Anil Kumar Jain, Director retires by rotation and being eligible offer himself 
INSIDER TRADING POLICY
for re-appointment at the ensuing Annual General Meeting.
In accordance with SEBI (Prohibition of Insider Trading) Regulation, 2015, 
COMPANY SECRETARY:
the Board of Directors has adopted the Insider policy for prevention of insider 
trading to be followed by Directors, Employees and other connected persons. 
Mr. Anand Parkash Sharma a fellow member of the ICSI, Delhi has been 

The 
approved 
policy 
is 
available 
on 
the 
Company's 
website 
appointed, by the Board of Directors of the Company, as Company Secretary 

th
http://aasheeinfotech.com/policy.html
of the Company with effect from 29  May, 2015.

**ACKNOWLEDGEMENT
PARTICULARS OF EMPLOYEES:**

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors 
The information required pursuant to Section 197 read with rule 5 of the 

for their valuable support and assistance.
Companies (Appointment and Remuneration of Managerial Personnel) 

The Directors wish to place on record their appreciation of the commendable 
Rules, 2014 in respect of employees of the Company, will be provided upon 

work done, dedication and sincerity by all the employees of the Company at 
request. In terms of Section 136 of the Act, the reports and accounts are being 

all levels during the year under review.
sent to the members and others entitled thereto, excluding the information on 
employees' particulars which is available for inspection by the members at 
The Company will make every effort to meet the aspirations of its 
the Registered office of the company during business hours on working days 
shareholders and wish to sincerely thank them for their whole hearted co-
of the company up to the date of ensuing Annual General Meeting. If any 
operation and support at all times.
 
member is interested in inspecting the same, such member may write to the 
For and on behalf of the Board
company secretary in advance. 

For Aashee Infotech Limited
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & 
ANALYSIS REPORTS:
Place: Delhi
The Corporate Governance and Management Discussion & Analysis Report, 
Date: 22.08.2015
which form an integral part of this Report, are set out as separate Annexures, 

Chairman & Managing Director
together with the Certificate from Rakesh Bisht & Co., Company Secretary in 
Practice in compliance with the requirements of Corporate Governance as 
Inder Bansal
stipulated in Clause 49 of the Listing Agreement.

**DIN- 00005426**

**VIGIL MECHANISM/ WHISTLE BLOWER POLICY:**

The Board has approved the Whistle Blower Policy, a mechanism for 
employees to report to the management concerns about unethical behaviour, 
actual or suspected fraud or violation of the Company's code of conduct. The 
mechanism also provide for adequate safeguards against victimization of 
employees who avail of the mechanism and also provide for direct access to 
the Chairman of the Audit Committee in exceptional cases.

During the year under review no personnel has been denied access to the 
audit committee.

The Company has adopted a formal Vigil Mechanism/ Whistle-blower policy. 
The 
approved 
policy 
is 
available 
on 
the 
Company's 
website 
http://aasheeinfotech.com/policy.html

**FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS**

To provide insights into the Company to enable the Independent Directors to 
understand the Company's business in depth the Company has initiated the 
programme. Details of the familiarization programme of the independent 
d i r e c t o r s  
a r e  
a v a i l a b l e  
o n  
C o m p a n y ' s  
w e b s i t e  
http://aasheeinfotech.com/policy.html.

**NOMINATION & REMUNERATION COMMITTEE**

The Company has reconstituted a Nomination and Remuneration Committee 
for Nominating and determining the remuneration of Directors. 

Details of the familiarization programme of the independent directors is  
available on Company's website http://aasheeinfotech.com/policy.html

**DECLARATION BY INDEPENDENT DIRECTORS**

The Company has received necessary declaration from each independent 
director under Sec.149(7) of Companies Act,2013 that he/she meets the 
criteria of independence laid down in Sec.149(6) of Companies Act,2013 and 
Clause 49 of Listing Agreement.

**SEXUAL HARASSMENT POLICY**

The Company has in place a Prevention of Sexual Harassment policy in line 
with the requirements of the Sexual Harassment of Women at the Workplace 
(Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints 
Committee has been set up to redress complaints received regarding sexual 
harassment. All employees (permanent, contractual, temporary, trainees) 
are covered under this policy. 

During the year 2014-2015, no complaints were received by the Company 
related to sexual harassment

**AASHEE INFOTECH LIMITED**

**7
* 28th Annual Report**

**FORM NO. MGT 9**

**EXTRACT OF ANNUAL RETURN**

**As on financial year ended on 31.03.2015**

**Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management &**

**Administration) Rules, 2014.**

 

I.
REGISTRATION & OTHER DETAILS:

II
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be 
stated)

**III.   PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-**

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- 

**AASHEE INFOTECH LIMITED**

**8
* 28th Annual Report**

1.
CIN
L15142HR1987PLC049459

2.
Registration Date
03/09/1987

3.
Name of Company
AASHEE INFOTECH LIMITED

4.
Category/Sub-category
Company Limited By Shares.

of the company
Indian Non-Government Company.

5.
Address of the 
Plot No.2, Daulatabad Road, Gurgaon,

Registered office &
Haryana-122006

contact details
info@aasheeinfotech.com

6.
Whether listed 
Listed

company

7.
Name, Address &
BEETAL FINANCIAL & COMPUTER

contact details of the
SERVICES (P) LTD.

Registrar & Transfer
Beetal House, 3rd Floor, 99 Madangir,

Agent, if any.
B/H Local Shopping Centre, 

New Delhi-110062

S.No.
Name of Description of
NIC Code of
% to total 
main products / services
Product/
turnover of 
Service
company

1.
Carry out of the business
of Information Technology,
developing software, inter-
net and all activities related
   620
      100
buying, selling of Computer
Hardware and to develop
various Software

**Annexure-A**

S.No.
Name of Description of
NIC Code of
% to total 
main products / services
Product/
turnover of 
Service
company

1.

2.

3.

4.

**N.A**

**AASHEE INFOTECH LIMITED**

**9**

IV. SHARE HOLDING PATTERN  (Equity Share Capital Breakup as percentage of Total Equity)
Category-wise Share Holding

*** 28th Annual Report**

Total
% of Total

 Shares

NIL
NIL

22.04

22.04

NIL

NIL

NIL

NIL

NIL

**AASHEE INFOTECH LIMITED**

**10
* 28th Annual Report**

(0.43)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

38.87

**AASHEE INFOTECH LIMITED**

**48 
* 28th Annual Report**

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