Adharshila Capital Services Ltd.
|BSE: 539493||Sector: Financials|
|NSE: N.A.||ISIN Code: INE269F01012|
|BSE 09:45 | 11 Feb||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 539493||Sector: Financials|
|NSE: N.A.||ISIN Code: INE269F01012|
|BSE 09:45 | 11 Feb||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
TO THE MEMBERS
The Directors have pleasure in presenting the 24th Annual Report and the AuditedStatements of Accounts of your Company for the year ended 31st March 2017.
The financial results of the Company for the year ended on 31st March 2017 are asunder
Performance of the Company
The working of your company for the year under review resulted in revenue of Rs.2721721/- as against the revenue of Rs. 1668720/- in the previous year and loss ofRs.190341/- as against loss of Rs. 923575/- in the previous year. During the yearunder review the Company has not change the nature of its business.
In view of the losses incurred by the Company during the year under review The Boardof Directors has not recommended any dividend for the financial year 2016-17.
During the year under review the Company has neither issued any Equity Shares Shareswith Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31stMarch 2017. The Company has not bought back any equity shares during the year 2016-17.Details of the shares held by the Directors of the Company are as under:-
Details of Shareholding of the Directors
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Amita Adlakha Managing Director of the Company is liableto retire by rotation and being eligible offers herself for reappointment. The Boardrecommends the re-appointment of Mrs. Amita Adlakha as Director in the ensuing AGM of theCompany. Brief profile of Mrs. Amita Adlakha and her Qualification Experience alongwiththe name of Companies in which she holds the Directorship and Listed Companies in whichshe holds Chairmanship/membership of the Committees of the Board as stipulated underRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are given as Annexure to the Notice convening the Annual General Meeting.
During the year under review Mr. Harish Kumar Dhingra appointed as Additional Directorof the company w.e.f 24.01.2017 in place of Mr. Sanjay Monga who has resigned from theDirectorship of Company w.e.f 24.01.2017.
All the Directors have made necessary disclosures as required under various provisionsof the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
During the year under review there were no change in the Key Managerial Personnel ofthe Company. However Mr. Pradeep Kumar Sharma Company Secretary cum Chief FinancialOfficer of the Company ceased to be the KMP due to his sudden and untimely death on 10thMay 2017.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of Annual Accounts for the year ended 31st March 2017 and state that:
i. in the preparation of Annual Accounts for the year ended March 31 2017 theapplicable accounting standards had been followed with proper explanation relating tomaterial departures;
ii. we have selected appropriate accounting policies and have applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the losses ofthe Company for the year ended on that date.
iii. we have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv. we have prepared the annual accounts on a going concern basis;
v. we have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and
vi. we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
In terms of provisions of Section 139 of the Companies Act 2013 and Companies (Auditand Auditors) Rules 2014 an audit firm can hold office as statutory auditor for twoterms of five consecutive years. Therefore Audit Firm can act as Auditor of a ListedCompany for a tenure of maximum 10 (ten) consecutive years. However it was provided thatthe existing Auditors Firm acting as Auditor of the Listed Companies can continue to actas Auditor for a period of 3 years from the date of commencement of this new Act i.e. 1stApril 2014.
Accordingly M/s B. K. Kapur & Company Chartered Accountants Ghaziabad wasappointed as Statutory Auditor in 21st AGM for the transitional period of 3 years till theconclusion of 24th AGM. Therefore they will retire in this AGM and new Auditor isrequired to be appointed as Statutory Auditors.
The Audit Committee proposed and Board of Directors recommends the appointment of M/sRajendar K. Kumar & Associates Ghaziabad as Statutory Auditors of the Company inplace of M/s B K. Kapur & Co. Chartered Accountants to hold office from theconclusion of 24th AGM until the conclusion of the 29th AGM of the Company to be held inthe year 2022 subject to ratification by the Members at every AGM.
The Company has already received letters from the Auditors to the effect that tlappointment if made shall be in accordance with the conditions as prescribed in the Ruof the Companies (Audit and Auditors) Rules 2014 and that they are not disqualifiedappointment within the meaning of Section 139 and 141 of the Companies Act 2013.
The Notes on financial statement referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and otherapplicable provisions if any the Company has appointed M/s Akshat Garg & Associates(CP No. 10655) Practicing Company Secretaries Ghaziabad to do Secretarial Audit of theCompany for the Financial Year 2016-17. The Secretarial Audit Report for the financialyear ended 31st March 2017 is attached and marked as "Annexure-1" andforms part of the Board Report. The observation made by the Secretarial Auditors in theirreport are self explanatory and therefore do not call for any furtherexplanations/comments. The Auditors' Report does not contain any qualificationreservation or adverse remark.
Your Company has neither accepted nor renewed any deposit within the meaning of Section73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.There were no unclaimed deposits at the end of Financial Year i.e. 31st March 2017.
NUMBER OF MEETINGS OF THE BOARD
During the year under review Seven Board Meetings were convened. Other details of BoardMeetings held are given in Corporate Governance Report.
COMPOSITION OF AUDIT COMMITTEE
The Company has Audit Committee as per the provisions of Section 177 of Companies Act2013 which comprises three members. Other details about the committee and terms ofreference are given in Corporate Governance Report.
SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANY
The Company does not have any Subsidiary and or any Joint Venture Company or AssociateCompany.
EXTRACT OF ANNUAL RETURN
The extracts of the Annual Return as per the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of Companies (Management and Administration) Rules 2014 isannexed herewith and marked as "Annexure-2" to this Report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177 of the Companies Act 2013 and Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas set up and adopted a Vigil Mechanism/ Whistle Blower Policy (the "Policy")which lays down the principles and standards governing the management of grievances andconcerns of employees and directors of the Company. The Mechanism shall enable theemployees and the directors of the Company to report their genuine concerns or grievancesabout the actual and potential violation of the principles and standards laid down herein.Such a vigil mechanism shall provide for adequate safeguards against victimization ofdirectors and employees who avail suchmechanism and also make provisions for direct accessto the Chairperson of Audit Committee in exceptional cases. The aforesaid policy can beaccessed on the Company's website www.adharshilcapital.in and weblink of the same ishttp://adharshilacapital.in/uploads/policies/vigil-mechanism-policy.pdf
NOMINATION & REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 The Board hasconstituted a Nomination & Remuneration Committee and the details of terms ofreference number and dates of meeting held attendance and other details are givenseparately in the attached Corporate Governance Report. The Board on the recommendation ofNomination & Remuneration Committee framed a policy for selection and appointment ofDirectors senior managerial personnel and their remuneration. The remuneration if anywill be governed by the provisions of Companies Act 2013 and Rules made thereunder. Theaforesaid policy can be accessed on the Company's website www.adharshilcapital.in andweblink of the same ishttp://www.adharshilacapital.in/uploads/policies/nomination-and-remuneration- policv.pdf
Pursuant to the provisions of the Companies Act 2013 the Board has carried out theperformance evaluation of its own performance and of the Board Committees viz. AuditCommittee Nomination and Remuneration Committee and Stakeholders' Relationship Committeeas well as evaluation of performance of Directors' individually. The manner in which theevaluation has been carried out has been explained in the attached Corporate GovernanceReport
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company being a Non-Banking Finance Company (NBFC) the provision of Section 186 ofthe Companies Act 2013 are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013
All related party transactions entered during the year are negotiated on an arms-length basis and are in ordinary course of business. There have been no materiallysignificant related party transactions made by the Company with the promoters other thanon arm length basis. Hence the disclosure as required in Section 134(3)(h) in theprescribed form AOC-2 is not required to annexed with this Report. The suitable disclosureas required in AS-18 regarding Related Party transactions has been made in the notes tofinancial statements. The Company has a policy for Related Party Transaction placed it onCompany website www.adharshilcapital.in and weblink of the same ishttp://adharshilacapital.in/uploads/policies/rpt-policy.pdf.
PARTICULARS OF EMPLOYEES
As the Company is not paying any remuneration to any Directors/IndependentDirectors/Non-Executive Directors or Managing Director. Therefore particulars ofemployees as required under section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not required to beprovided in the report. However the information on employees' particulars is availablefor inspection by the members at the Registered Office of the Company during businesshours on working days of the Company up to the date of the ensuing AGM. If any member isinterested in obtaining a copy thereof such member may write to the Company Secretary ofthe Company in this regard.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the company is a Finance and Investment Company and has no manufacturing activityor other operations. Therefore the provisions of Section 134(3)(m) of the Companies Act2013 read with Companies (Accounts) Rules 2014 are not applicable.
There were no foreign exchange earnings or outgoing during the financial year ended31st March 2017.
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the Listing Regulations. Corporate GovernanceReport along with a certificate from practicing Company Secretary on the Compliance of thecondition of Corporate Governance forms a part of the Report and is given separatelyannexed and marked as "Annexure-3".
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A separate Report on Management Discussion and Analysis for the year under review asstipulated under regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is enclosed herewith and marked as "Annexure- 4".
INTERNAL FINANCIAL CONTROLS
The Company has an adequate system of internal control relating to the nature of thebusiness of the Company. A detailed note has been provided under Management Discussion andAnalysis Report. The Company has an Audit Committee which ensures proper compliance withthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andprovisions of Companies Act 2013 reviews the adequacy and effectiveness of the internalcontrol.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Your Directors confirm that during the year under review there were no complaintsreceived pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. Hence no complaint is outstanding as on 31.03.2017 forredressal.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by the Ministry ofCorporate Affairs every Company having the net worth of Rs.500 Crores or more or turnoverof Rs.1000 Crores or more or net profit of Rs.5 Crores or more during any financial yearhave to spend at least 2% of the average net profit of the Company made during the threeimmediately preceding financial years on activities specified in Schedule VII.
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as on date as the Company does not fall within the purview laid down for theapplicability of the provisions of section 135 of the Companies Act 2013 regardingCorporate Social Responsibility.
RISK MANAGEMENT COMMITTEE
The Board has a Risk Management Committee which comprises three members. Other detailsabout the committee and terms of reference are given in the Corporate Governance Report.The Committee on a quarterly basis provide status updates to the Board of Directors ofthe Company. However the Company does not have any Risk Management Policy as on date asthe elements of risk threatening the Company's existence is very minimal.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thisfinancial statement relate and on the date of this report.
Your Directors wish to acknowledge their gratitude to the business Associates and StockExchange authorities for their continued patronage assistance and guidance.