Ashima : Book Closure

Annual Report 2021-22

NOTICE

Notice is hereby given that the 39th ANNUAL GENERAL MEETING (AGM) of ASHIMA LIMITED will be held on Thursday, August 25, 2022 at 11:30 a.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following businesses. The venue of the meeting shall be deemed to be the Registered Office of the Company at Texcellence Complex, Khokhara- Mehmedabad, Ahmedabad - 380021.

ORDINARY BUSINESS:-

1. To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the financial year ended March 31, 2022 and the Reports of the Board of Directors and the Auditors thereon.
2. To appoint a Director in place of Mr. Chintan Parikh, Director (DIN: 00155225), who retires by rotation and being eligible, offers himself for re-appointment.
3. To re-appoint Statutory Auditors
   To consider and if though fit, to pass, with or without modification(s), the following Resolution as an
   Ordinary Resolution
   "RESOLVED THAT pursuant to Sections 139, 142 of the Companies Act, 2013 ("Act") and other applicable provisions, if any, of Act and Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Mukesh M. Shah & Co., Chartered Accountants (Firm Registration No. 106625W), be and are hereby appointed as the Statutory Auditors of the Company for a second term of five (5) consecutive years, commencing from the conclusion of 39th Annual General Meeting of the Company till the conclusion of 44th Annual General Meeting to be held in the year 2027, on such remuneration, excluding applicable taxes and other levies and reimbursement of out of pocket expenses, as shall be mutually agreed upon by the Board of Directors and the Auditors.
   RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be considered necessary, proper or expedient to give effect to this resolution."

SPECIAL BUSINESS:-

4. Revision in Remuneration of Mr. Shrikant Pareek (DIN: 02139143), Director (Operations) of the Company.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Section 196, 197 and 203 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subject to such approvals, permissions and sanctions, if any required, and as approved by the Board of Directors upon recommendation of Nomination and Remuneration Committee, the approval of members of the Company be and is hereby accorded to the revision in the remuneration of Mr. Shrikant Pareek - Director (Operations) of the Company, for the period from April 1, 2021 to July 31, 2023 on terms and conditions including payment of remuneration as set out hereunder:

1. Salary:
   The Director (Operations) shall be entitled to a salary of `4,63,930/- (Rupees Four Lac Sixty Three Thousand Nine Hundred Thirty only) per month.

1. House Rent Allowance:
   House rent allowance of ` 2,89,956/- (Rupees Two Lac Eighty Nine Thousand Nine Hundred Fifty Six only) per month.

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ASHIMA LIMITED

1. Special Allowance:
   Special Allowance of ` 3,12,283/- (Rupees Three Lacs Twelve Thousand Two Hundred Eighty Three) per month.

IV. Other Allowances and perquisites:

1. City Compensatory Allowance:` 28,996/- (Rupees Twenty Eight Thousand Nine Hundred Ninety Six only) per month.
2. Other Allowances and Reimbursements: Education, Transport and Medical Allowance, and other reimbursements and LTA all together put not exceeding ` 29,864/- (Rupees Twenty Nine Thousand Eight Hundred Sixty Four only) per month.
3. Encashment of leave at the end of tenure not to exceed salary and house rent allowance for a period of 28 days in a year. The amount shall not exceed ` 7,03,627 (` Seven Lacs Three Thousand Six Hundred Twenty Seven only) per annum
4. Company's contribution to Provident Fund amounting to ` 55,672/- (Rupees Fifty Five Thousand Six Hundred Seventy Two only) per month
5. Gratuity payable at a rate not exceeding half a month's salary for each completed year of service.

Note: The aforesaid items (c) to (e) are not considered for the purpose of ceiling on remuneration as per provisions of Schedule V to The Companies Act, 2013.

RESOLVED FURTHER THAT other terms and conditions of appointment shall remain same as approved by the members of the Company at the 37th Annual General Meeting of the Company held on September 29, 2020;

RESOLVED FURTHER THAT the Board of Directors / Committee constituted by the Board or any Key Managerial Personnel of the Company be and is hereby authorized to do all acts and take all such steps as may be considered necessary, proper or expedient to give effect to this resolution."

5. Revision in Remuneration of Mr. Krishnachintan Parikh, Executive Director (DIN : 07208067).

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions of Section 196, 197 and 203 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subject to such approvals, permissions and sanctions, if any required, and as approved by the Board of Directors upon recommendation of Nomination and Remuneration Committee, the approval of members of the Company be and is hereby accorded to the revision in the remuneration of Mr. Krishnachintan Parikh, Executive Director of the Company, for the period from April 1, 2022 to June 4, 2024 on terms and conditions as set out hereunder:

1. Salary:The Executive Director shall be entitled to a salary of ` 2,14,500/- (Rupees Two Lac Fourteen Thousand Five Hundred only) per month.

1. House Rent Allowance: House rent allowance of ` 85,500/- (Rupees Eighty Five Thousand Five Hundred only) per month.

1. Perquisites:
2. 1. Contribution to provident fund to the extent of ` 25,740/- (Rupees Twenty Five Thousand Seven Hundred Forty only) per month and to National Pension Scheme (NPS) to the extent of ` 21,450/- (Rupees Twenty One Thousand Four Hundred Fifty only) per month.
   2. Provision of car for use on company's business and telephone at residence. However, personal long distance calls on telephone and use of car for private purpose shall be billed by the company to the Director.

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Annual Report 2021-22

1. Encashment of leave at the end of tenure not to exceed salary and house rent allowance for a period of 28 days in a year. The amount shall not exceed ` 2,80,000/- (Rupees Two Lac Eighty Thousand only) per annum at current salary.
2. Gratuity payable at a rate not exceeding half month's salary for each completed year of service.

Note: The aforesaid items (a), (c) and (d) are not considered for the purpose of ceiling on remuneration as per provisions of Schedule V to The Companies Act, 2013.

RESOLVED FURTHER THAT Mr. Krishnachintan Parikh, Executive Director, be paid in addition to the aforesaid remuneration and perquisites, a performance based fees as may be decided by the Board of Directors upon the recommendation of Nomination and Remuneration Committee for managing portfolio investment of the Company, to be paid annually as at March 31 of every financial year, since commencement of investment activities during FY 2021-22 till his current tenure ending on 4.6.2024, such that the overall remuneration including such fees shall not exceed permissible limit applicable to the Company under para A, Section-II,Part-II of Schedule V to the Companies Act, 2013;

RESOLVED FURTHER THAT other terms and conditions of appointment shall remain same as approved by the members of the Company at the 38th Annual General Meeting of the Company held on August 17, 2021;

RESOLVED FURTHER THAT the Board of Directors / Committee constituted by the Board / Company Secretary of the Company be and is hereby authorized to do all acts and take all such steps as may be considered necessary, proper or expedient to give effect to this resolution."

6. Ratification of remuneration of Cost Auditor.

To consider and if though fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of ` 85,000/- (Rupees Eighty Five Thousand only) exclusive of applicable tax and other applicable levies and reimbursement of out of pocket expenses incurred by them in connection with the audit, payable to M/s. Ankit Sheth & Co., Cost Accountants (Firm Registration No. 102785), appointed by the Board of Directors of the Company as Cost Auditor, to conduct the audit of cost records maintained by the Company for the financial year 2022-23, be and is hereby ratified and confirmed;

RESOLVED FURTHER THAT the Board of Directors / Committee constituted by the Board/Company Secretary of the Company be and is hereby authorized to do all acts and take all such steps as may be considered necessary, proper or expedient to give effect to this resolution."

7. Alteration of Object Clause of Memorandum of Association of the Company.

To consider and if though fit, to pass, with or without modification(s), the following Resolution as aSpecial Resolution:

"RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of Companies Act, 2013 (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed thereunder and subject to the approval, consent or sanction as may be applicable and necessary, consent of the shareholders of the Company be and is hereby accorded to the alteration and amendment of Clause III of the Memorandum of Association (MOA) of the Company in the following order and manner:

1. to move sub clause nos. 16 to 19 and sub clause nos. 24 to 26 of Clause III (C ) of the MOA to Clause III (A) and append those clauses as sub clause (5) to (11) after the existing sub clause (4) of Clause III (A) of the MOA of the Company.
2. to append following new clauses as sub clause (12) and (13) after the proposed sub clause (11) of Clause III (A) of the MOA of the Company:

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ASHIMA LIMITED

"12. To carry on, acquire, run and establish the business as manufacturers, traders, processors, importers, exporters or dealers in all kinds and types of Technical Textile products including but not limited to Medical Textiles, Industrial Textiles, Home Textiles, Sports Textiles, Protective Textiles, Composites, Coated Fabrics, using either of polymers, carbons, fiberglass, fiber reinforced plastics or any of natural, manmade or artificial fibres and processes including injection moulding, compression moulding, thermoforming, vacuum forming, composite moulding, weaving, laminating, coating, impregnating, heating, winding, embossing, extrusion and co-extrusion, recycling of thermoplastics, blow and stretch blow moulding, all types of foamed plastics, rotational moulding, sintering, slush moulding, powder coating including fluidized bed coating, castings, fabrication, mineral filling in thermoplastics, alloying of thermoplastics, moulding of thermosets, either compressed or by any other process whatsoever."

"13. To carry on the business of software designing, development, customisation, implementation, maintenance, testing, benchmarking and dealing in computer software and solutions, to provide internet / web based applications, services and solutions, information technology related assignments on own or sub-contracting basis, IT enabled services, data mining and blockchain services, data warehousing and database management, services for networking and network management, offer services on-site/ offsite or through development centers using owned / hired or third party infrastructure and equipment, provide solutions/ packages/ services through applications services via internet or otherwise, and to import, export, sell, purchase, distribute, host (in data centers or over the web) or otherwise deal in own and third party computer software packages, programs and solutions, and to carry on the business of manufacturing, buying, selling or otherwise dealing in and maintenance of computers, hardware, software and information technologies, computer systems and data processors, imparting education in computer technology, solutions and services for networking and network management, data center management and in providing consultancy services in all above areas."

1. To appropriately renumber the remaining sub clauses of Clause III (C) of the MOA after shifting of sub clause nos. 16 to 19 and sub clause nos. 24 to 26 of Clause III (C);

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution any Director or Key Managerial Personnel of the Company be and are hereby authorised severally, on behalf of the Company, to do all acts, deeds, matters and things as deemed necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of Companies, Gujarat."

Notes:

1. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, in respect of the businesses under Item No. 3 to 7 of the accompanying notice is annexed hereto. The relevant details of the persons seeking appointment / re-appointment as Director are also annexed to this Notice.
2. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, August 16, 2022 to Thursday, August 25, 2022 (both days inclusive).
3. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs, Government of India ("MCA") has vide its General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020, General Circular No. 02/2021 dated January 13, 2021 and General Circular No. 02/2022 dated May 05, 2022 (collectively referred to as "MCA Circulars") permitted the holding of the Annual General

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Annual Report 2021-22

Meeting ("AGM" or "Meeting") through Video Conferencing facility/ Other Audio Visual Means ("VC/OAVM"), without the physical presence of the Members at a common venue. Accordingly, the 39th AGM of the Company is being held through VC/OAVM.

Securities and Exchange Board of India ("SEBI") vide its SEBI circular no. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, SEBI circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI circular no. SEBI/HO/CFD2/CIR/P/2022/62 dated May 13, 2022 provided relaxation from Regulation 36 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("LODR Regulations") regarding sending hard copy of annual report containing salient features of all the documents prescribed in Section 136 of the Companies Act, 2013 to the shareholders who have not registered their email addresses and also dispensed with the requirement of sending proxy forms under Regulation 44(4) of the LODR Regulations in case of general meetings held through electronic mode only.

1. In line with the aforesaid MCA Circulars and SEBI Circular, the Notice of AGM alongwith Annual Report for the financial year 2021-2022 shall be sent only through electronic mode to those members whose email IDs are registered with the company/depository participant(s). Members may note that Notice and Annual Report 2021-2022 has been uploaded on the website of the Company at www.ashima.in. Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively and the AGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility) i.e. www. evotingindia.com.
2. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
3. Corporate Members are encouraged to attend the AGM through their Authorized Representatives. They are requested to send by email, a certified copy of the Board Resolution/ Authorisation Letter authorizing their representatives to attend and vote on their behalf in the Meeting. The said Resolution / Authorisation letter shall be sent to the Scrutinizer by email through its registered email address toscrutinizer@tapan. shah.inor investor_redressel@ashima.inwith a copy marked to helpdesk.evoting@cdslindia.com.
4. Since the AGM is being held through VC /OAVM in accordance with the aforesaid Circulars, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
5. Members holding shares in physical form are requested to intimate any change of address and / or bank mandate to Link Intime India Pvt. Ltd., or Secretarial Department of the Company immediately. In case shares held in dematerialized form, the information regarding change of address and bank particulars should be given to their respective Depository Participant.
6. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode.
7. The Members can join the AGM through the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available for 1,000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM without restriction on account of first come first served basis.
8. The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC details and Nomination pursuant to SEBI Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021. The aforesaid communication is available on the website of the Company. Attention of the Members holding shares of the Company in physical form is invited to the said important communication under the weblink athttps://ashima.in/wp-content/uploads/2022/03/Shareholders-holding-shares-in-physical-form.pdf.

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