Adharshila Capital Services Ltd.
|BSE: 539493||Sector: Financials|
|NSE: N.A.||ISIN Code: INE269F01012|
|BSE LIVE 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 LIVE 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 Twenty Third Annual Report and theAudited Statements of Accounts of your Company for the year ended 31st March2016.
The financial results of the Company for the year ended on 31st March2016are as under
The working of your company for the year under review resulted in loss of Rs.923575/-as against profit of Rs.751476/- in the previous year.During the year under reviewtheCompany has not changed the nature of its Business.
In view of the losses incurred by the Company during the year under reviewThe Board ofDirectors has not recommended any dividend for the financial year 20152016.
During the year under reviewthe Company has neither issued any Equity SharesShareswith Differential Voting Rights nor granted Stock Options nor Sweat Equity.As on 31stMarch2016 none of the Directors of the Company held shares of the Company exceptMrs.Amita AdlakhaManaging Director of the Companywho is holding 700000 (12.73%) EquityShares in the Company.The Company has not bought back any equity shares during the year2015-16.
LISTING OF EQUITY SHARES ON BOMBAY STOCK EXCHANGE
The Securities and Exchange Board of India ("SEBI") vide its Order datedNovember 19 2014 has de-recognised the Delhi Stock Exchange Limited ("DSE") andsuggested vide its Circular dated April 172015 the Companies listed on DSEshould gettheir Shares Listed at any nation-wide Stock Exchange to avoid from the otherconsequences.
The Company's Equity Shares were listed on DSE Limited.Board of Directors has takenaction/initiative for the listing of Equity Shares on BSE Limited (i.e.Bombay StockExchange) and got its Equity Shares Listed on BSE Limited on 15thDecember2015.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 was issuedby Securities and Exchange Board of India (SEBI)on 2nd September2015 and the same wasapplicable from 1st December2015.With the commencement of SEBI (Listing Obligations andDisclosure Requirements) Regulations2015 all the provisions of earlier Listing agreementwere rescinded.All listed entities were required to enter into the new Listing Agreementwithin six months from the effective date.Accordingly the Company has entered into ListingAgreement with BSE Limited.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act2013 and the Articles ofAssociation of the CompanyMrs.Amita AdlakhaManaging Director of the Company retire byrotation and being eligibleoffers herself for reappointment.The Board recommends there-appointment of Mrs.Amita Adlakha as Director in the ensuing AGM of the Company.Briefprofile of Mrs.Amita Adlakha and her QualificationExperience alongwith the name ofCompanies in which she holds the Directorship and Public Companies in which she holdsChairmanship/membership of the Committees of the Boardas stipulated under Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are givenas Annexure to the Notice convening the Annual General Meeting.
All the Directors have made necessary disclosures as required under various provisionsof the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations2015.
Mr.Pradeep Kumar Sharma is Company Secretary cum Chief Financial Officer of theCompany.
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 Act2013 in thepreparation of Annual Accounts for the year ended 31st March2016 and statethat:
i. in the preparation of Annual Accounts for the year ended March 312016theapplicable accounting standards had been followed with proper explanation relating tomaterial departures;
ii. we have selected appropriate accounting policies and have applied them consistentlyandmade 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 312016 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.
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 not containany qualificationreservation or adverse remark.
M/s B.K.Kapur & Co.Chartered AccountantsGhaziabadAuditor of the Company wasappointed for a tenure of three yearsi.e.till the conclusion of 24th AnnualGeneral Meeting to be held in the year 2017.In View of due compliance of the provisions ofSection 139(1)their continuance of appointment is required to be ratified by the membersof the Company in the ensuing Annual General Meeting.Thereforeyour Directors recommendedthe ratification of appointment of M/s B.K.Kapur & Co.Chartered Accountants asStatutory Auditors in the ensuing Annual General Meeting.The Company has already receiveda certificate from the above Auditors to the effect that if they are re-appointedit wouldbe in accordance with the provisions of Section 141 of the Companies Act2013.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules2014 and other applicableprovisionsif anythe Company has appointed M/s Akshat Garg & Associates(CPNo.10655)Practicing Company SecretariesGhaziabad to do Secretarial Audit of the Companyfor the Financial Year 2015-16.The Secretarial Audit Report for the financial year ended31st March2016 is attached and marked as "Annexure-1" and forms partof the Board Reports.The observation made by the Secretarial Auditors in their report areself explanatory and therefore do not call for any further explanations/comments.TheAuditors' 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 Act2013 read with Companies (Acceptance of Deposits) Rules2014.Therewere no unclaimed deposits at the end of Financial Year i.e.31st March2016.
NUMBER OF MEETINGS OF THE BOARD
During the year under review eight 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 CompaniesAct2013 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 CompaniesAct2013 read with Rule 12 of Companies (Management and Administration) Rules2014 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 Act2013and Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015the Company hasset up and adopted a Vigil Mechanism/ Whistle Blower Policy (the "Policy") whichlays down the principles and standards governing the management of grievances and concernsof employees and directors of the Company.The Mechanism shall enable the employees and thedirectors of the Company to report their genuine concerns or grievances about the actualand potential violation of the principles and standards laid down herein.Such a vigilmechanism shall provide for adequate safeguards against victimization of directors andemployees who avail such mechanism and also make provisions for direct access to theChairperson of Audit Committee in exceptional cases.The aforesaid policy can be accessedon the Company's website www.adharshilcapital.in and weblink of the same is http://adharshilacapital.in/uploads/policies/vigil-mechanism-policy.pdf
NOMINATION & REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 The Board hasconstituted a Nomination & Remuneration Committee and the details of terms ofreferencenumber and dates of meeting heldattendance 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 ofDirectorssenior managerial personnel and their remuneration.The remunerationif any willbe governed by the provisions of Companies Act2013 and Rules made thereunder.Theaforesaid policy can be accessed on the Company's website www.adharshilcapital.in andweblink of the same is http://www.adharshilacapital.in/uploads/policies/nomination-and-remuneration- policy.pdf
Pursuant to the provisions of the Companies Act2013 the Board has carried out theperformance evaluation of its own performance and of the Board Committeesviz.AuditCommitteeNomination and Remuneration Committee and Stakeholders' Relationship Committeeas well as evaluation of performance of Directors' individually.
PARTICULARS OF LOANSGUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIESACT2013
The Company being a Non-Banking Finance Company (NBFC)the provision of Section 186 ofthe Companies Act2013 are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT2013
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 promotersthe keymanagerial personnel which may be in conflict with the interest of the company atlarge.Hencethe disclosure as required in Section 134(3)(h) in the prescribed form AOC-2is not required to annexed with this Report.The suitable disclosure as required in AS-18regarding Related Party transactions has been made in the notes to financialstatements.The Company has a policy for Related Party Transaction placed it on Companywebsite www.adharshilcapital.in and weblink of the same is http://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.ThereforeParticulars of employeesas required under section 197 of the Companies Act2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules2014 is not required to be provided in thereport.Howeverthe information on employees' particulars is available for inspection bythe members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing AGM.If any member is interested in obtaininga copy thereofsuch member may write to the Company Secretary of the Company in thisregard.
CONSERVATION OF ENERGYTECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGO
Since the company is a Finance and Investment Company and has no manufacturing activityor other operations.Thereforethe provisions of Section 134(3)(m) of the CompaniesAct2013 read with Companies (Accounts) Rules2014 are not applicable.
There were no foreign exchange earnings or outgoing during the financial year ended 31stMarch2016.
DEMATERIALISATION OF SECURITIES
As informed in the last year's Director's Reportthe shares of your Company wereincluded in the compulsory list of trading in dematerialization form with effect from 2ndJanuary2002.Your company had entered into necessary agreement with depository NSDL(National Securities Depository Limited) and CDSL (Central Depository Services Limited).Itisthereforeadvisable to trade in the securities of the Company in dematerializationformwhich is convenient and safe.
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 Governanceforms 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 reviewasstipulated under regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations2015is 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) Regulations2015 and provisionsof Companies Act2013 reviews the adequacy and effectiveness of the internal control.
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 (PREVENTIONPROHIBITION ANDREDRESSAL) ACT2013
Your Directors confirm that during the year under reviewthere were no complaintsreceived pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibitionand Redressal) Act2013.Hence no complaint is outstanding as on 31.03.2016 for redressal.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act2013 and the Companies (Corporate SocialResponsibility) Rules2014 read with various clarifications issued by the Ministry ofCorporate Affairsevery 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.
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as on dateas the Company does not fall within the purview laid down for theapplicability of the provisions of section 135 of the Companies Act2013 regardingCorporate Social Responsibility.
RISK MANAGEMENT COMMITTEE
The Board has constituted a Risk Management Committee which comprises threemembers.Other details about the committee and terms of reference are given in theCorporate Governance Report.The Committeeon a quarterly basisprovide status updates tothe Board of Directors of the Company.Howeverthe Company does not have any RiskManagement Policy as on date as the elements of risk threatening the Company's existenceis very minimal.
MATERIAL CHANGES AND COMMITMENTSIF ANYAFFECTING THE FINANCIAL POSITION OF THE COMPANY
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 patronageassistance and guidance.
FORM No.MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH2016
[Pursuant to section 204(1) of the Companies Act2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules2014]
Adharshila Capital Services Limited 7C1st Floor'J' Block
Shopping Centre Saket
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Adharshila Capital ServicesLimited (hereinafter called the company).Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on our verification of the Company's bookspapersminute booksforms and returnsfiled and other records maintained by the company and also the information provided by theCompanyits officersagents and authorized representatives during the conduct ofsecretarial auditWe hereby report that in my/our opinionthe company hasduring the auditperiod covering the financial year ended on March 31st2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extentin the manner and subject to the reportingmade hereinafter:
We have examined the bookspapersminute booksforms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31st2016according to the provisions of:
(i) The Companies Act2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act1956 ('SCRA') and the rules madethereunder
(iii) The Depositories Act1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act1999 and the rules and regulations made thereunderto the extent of Foreign Direct InvestmentOverseas Direct Investment and ExternalCommercial Borrowings (Not applicable to the Company during the Audit Period);
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act1992 ('SEBI Act'): -
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992/2015;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009 (Not applicable to the Company during the Audit Period);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999 (Not applicable to the Company during theAudit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008 (Not applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993 regarding the Companies Act and dealing with client;(Not applicable to the Company during the Audit Period);
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations2009 (Not applicable to the Company during the Audit Period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998(Not applicable to the Company during the Audit Period);
(i) The SEBI (Listing Obligations and Disclosure Requirements) Regulations2015
(vi) Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or
Holding) Companies Prudential Norms (Reserve Bank) Directions2015.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) Listing Agreement entered into by the Company with BSE Limited.
During the period under review the Company has complied with the provisions of theActRulesRegulationsGuidelinesStandardsetc.mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNon-Executive Directors and Independent Directors.The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetingsagenda anddetailed notes on agenda were sent at least seven days in advanceand a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable lawsrulesregulations and guidelines.
We further report that during the audit period the Company has got the listingpermissions of the Equity Shares of the Company on BSE Limited which is having majorbearing on the Company's affairs in pursuance of the above referredLawsRulesRegulationsGuidelinesStandardsetc.
This Report is to be read with our letter of even date which is annexed as Annexure- Aand forms an integral part of this Report.
FOR AKSHAT GARG & ASSOCIATES
Date: 27th May2016
Annexure - A
[Annexure to the Secretarial Audit Report of M/s.Adharshila Capital Services Limitedfor the Financial Year ended 31st March2016]
1. Maintenance of secretarial record is the responsibility of the management of thecompany.Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records.Theverification was done on test basis to ensure that correct facts are reflected insecretarial records.We believe that the processes and practiceswe followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever requiredwe have obtained the Management representation about thecompliance of lawsrules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicablelawsrulesregulationsstandards is the responsibility of management.Our examination waslimited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
FOR AKSHAT GARG & ASSOCIATES COMPANY SECRETARIES
Sd/- AKSHAT GARG
Date: 27th May2016