Ashari Agencies Ltd.
|BSE: 540024||Sector: Financials|
|NSE: N.A.||ISIN Code: INE361S01010|
|BSE LIVE 11:05 | 31 Jul||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 540024||Sector: Financials|
|NSE: N.A.||ISIN Code: INE361S01010|
|BSE LIVE 11:05 | 31 Jul||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors take pleasure in presenting the 32nd Annual Report of your companytogether with the Audited Balance Sheet as on 31st March 2017 and the statement of Profit& Loss for the year ended on that date.
The performance of the company for the financial year ended 31st March 2017 issummarized below :
Your Directors intend to plough back available resources for financial requirements andexpress their inability to recommend any dividend for the financial year.
The company has not transferred any amount from the statement of profit and loss togeneral reserve during the year under review.
Your company is engaged in the business of investments in Equity market and trading inF & O Segment. Your company has earned a net profit of Rs.8998009/during the year asagainst net loss of Rs.26447137/in the immediate preceding financial year after tax andprior period adjustments.
In accordance with the provisions of section 152 of Companies Act 2013 Mr. VijayKumar Aggarwal (DIN No.01020844) and Mr. Pradeep Kumar (DIN No.00673828) retire byrotation and being eligible offer themselves for re-appointment liable to retire byrotation. The Board recommends their re-appointment at the ensuing Annual General Meeting.
CHANGE IN NATURE OF BUSINESS
The company is engaged in the business of Investments Leasing and financing and therehas been no change in the nature of business during the year under review.
SIGNIFICATNT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
No significant and material orders were passed by any Regulator(s) or Court(s) orTribunal(s) which would impact the going concern status of the company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATMENETS RELATES AND THE DATE OF THE REPORT
No material changes and commitment affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.
COPRORATE SOCIAL RESPONSIBILITY
The provisions of Section 135(1) of the Companies Act 2013 are not applicable to thecompany.
SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY
The company has no Subsidiary joint venture and Associate company as at the end of theyear.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The company has given loans during the year under review as per the particulars givenin form No. AOC-2 marked Annexure A'. The company has no Subsidiary Joint Ventureand Associate Company.
RELATED PARTY TRANSACTIONS
All the related party transactions that were entered into during the financial yearwere in the ordinary course of company's business and on arm's length basis. There are nomaterially significant related party transactions made by the company with the promoterskey managerial personnel or other designated persons which may have potential conflictwith the interest of the company at large. However the significant related partytransactions are given in Form No. AOC-2 annexed to this report.
The company has not accepted fixed deposits from the public during the financial yearunder review. The company did not have any deposits at the beginning of the financialyear. Thus provisions of Section 73 of the Companies Act 2013 are not applicable to thecompany.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board is constituted of one executive director one whole time women director twonon-executive director and three independent directors. There has been no change in thecomposition of the board in the year 2016-17.
Ms. Supriya Singh resigned from the office of Company Secretary with effect from 3rdFebruary 2017.
NUMBER OF MEETING OF THE BOARD
The Board met 8 times during the financial year. The company has complied with theprovisions of Companies Act 2013 and the Listing agreement with regards to properconvening of the Board Meetings.
DECLARATION BY INDEPENDENT DIRECTORS
All three Independent directors of the company meet the criteria of independence asprovided under sub-section (6) of Section 149 of the Companies Act 2013. Declarations tothis effect have also been received from them.
EVALUATION OF DIRECTORS BOARD AND COMMITTEES
The company has devised a policy for performance evaluation of the individualDirectors Board its Committees which includes criteria for performance evaluation.
Pursuant to the applicable provisions of the Companies Act 2013 and the ListingAgreement the Board carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of the committees ofthe Board. The performance of the Board was evaluated based on inputs received from allthe Directors after considering criteria such as Board composition and structureeffectiveness of processes and information provided to the Board etc. A separate meetingof the independent Directors was also held during the year for the evaluation of theperformance of non-independent Directors performance of the Board as a whole and that ofthe Chairman.
The Nomination and Remuneration Committee also reviewed the performance of thedirectors based on their knowledge level of preparation and effective participation inMeetings understanding of their roles as directors etc.
POLICY ON APPOINTMENT AND AREMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT EMPLOYEES
The Nomination and Remuneration Committee of the Board has devised a policy forselection appointment and remuneration of directors and senior management. The Committeehas formulated the criteria for determining qualifications positive attributes andindependence of Directors. Further the Committee has also devised a policy relating toremuneration for Key Managerial Personnel and senior management employees.
TRAINING OF INDEPENDENT DIRECTORS
On induction the new independent directors on Board are familiarized with the natureof industry and the Company's business operations. They are updated on a frequent basiswith regard to operations of the Company. The Management encourages participation by theindependent directors.
Presently no formal training programme exists. Until now learning for the independentdirectors has been a pervasive ongoing phenomenon via participation.
COMMITEES OF THE BOARD
Currently the Board has three committees namely Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee. The compositions ofthese committees are as below.
DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 yourdirectors state that :
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) Thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent to as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the Company for that period ; (c) The directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) The directors had prepared the annualaccounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and wee operatingeffectively. Internal financial control means the policies and procedures adopted by thecompany for ensuring the orderly and efficient conduct of its business including adherenceto company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information; and (f) The directors had devised propersystems to ensure compliance with the provisions of applicable laws and that such systemswere adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
Auditors have not reported any frauds during the year under review.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENT
The company has adequate internal financial control system commensurate with the sizeof the company and the nature of its business with regards to purchase of fixed assets.The activities of the company do not involve purchase of inventories and sale of goods andservices.
For the purposes of effective internal financial control the Company has adoptedvarious procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.
To ensure adequacy of internal financial controls the procedures adopted by theCompany are based on the following parameters:
(a) Familiarity with Policies and Procedures the related policies and proceduresand the changes thereto if any are communicated to the employees at the time of joiningand it is ensured that such person understands the policies or procedures correctly.
(b) Accountability of Transactions There is a proper delegation of authoritiesand responsibilities so as to ensure accountability of any transaction.
(c) Accuracy & Completeness of Financial Statements/ Reports For accuracyand completeness of information reconciliation procedure and multiple checking atdifferent level have been adopted. To avoid human error computer softwares areextensively used.
(d) Retention and Filing of Base Documents All the source documents are properlyfiled and stored in a safe manner. Further important documents depending upon theirsignificance are also digitized.
(e) Segregation of Duties It is ensured that no person handles all the aspect ofa transaction. To avoid any conflict of interest and to ensure propriety the duties havebeen distributed at different levels.
(f) Timeliness It is also ensured that all the transactions are recorded andreported in a timely manner.
The procedures are also reviewed by the Statutory Auditors and the Directors of theCompany from time to time. There has also been proper reporting mechanism implemented inthe organization for reporting any deviation from the procedures.
EXTRACT OF THE ANNUAL RETURN
The extract of Annual Return in form MGT-9 pursuant to the provisions of section 92read with Rule 12 of the Companies (Management and Administration) Rule 2014 is attachedmarked Annexure B'.
M/s. R.K. Govil & Co. Chartered Accountants Ghaziabad (ICAI Registration No.000714C) The Statutory Auditors of the company hold office upto the conclusion of theensuing Annual General Meeting.
In terms of the provisions of Section 139 of Companies Act 2013 (the Act') Nolisted company can appoint or re-appoint on audit firm as auditor for more than TWO termsof five consecutive years. The act further prescribes that the company has to comply withthese provisions within three years from the commencement of the Act.
M/s. R.K. Govil & Co Chartered Accountants Ghaziabad were appointed as StatutoryAuditors of the company in September 2004 and re-appointed at every Annual GeneralMeeting thereafter. M/s. R.K. Govil & Co. have been in office for more than 10 yearsand in compliance with the provisions of the Act the company will have to appoint a newauditor in their place by 31st March 2017.
The Board of Directors have at their meeting held on 27.05.2017 recommended theappointment of M/s. P. Jain & Co. Chartered Accountants Ghaziabad as StatutoryAuditors of the company in place of M/s. R.K. Govil & Co. to hold office from theconclusion of this AGM until the conclusion of the 37th Annual General Meeting of thecompany subject to ratification by the members at every Annual General Meeting till the36th Annual General Meeting.
Auditors' Report on the financial statements of the Company is forming part of thisAnnual Report and there are no qualifications in the said report. No qualificationsreservations or adverse remarks have been made by the Statutory Auditors in the saidReport.
Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013the Company is required to annex with its Board's Report a secretarial audit report givenby a company secretary in practice.
M/s. V. Kumar & Associates a firm of Practicing Company Secretary (FSC No.8976)has been appointed as Secretarial Auditors of the company for the financial year 2016-17and their report on the Secretarial Audit for the year under review is annexed and markedAnnexure C' which form part of this report.
The Secretarial Audit Report do not contain any reservation qualification or adverseremark.
In terms of SEBI (LODR) Regulations 2015 Compliance with Corporate Governance is notapplicable to the company. However as a good governance practice the Directors Report onCorporate Governance is annexed to this report marked Annexure D'.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The management discussion and analysis report forms part of this Annual Report incompliance with Regulation 34 of SEBI (LODR) Regulations 2015 and is annexed marked asAnnexure E'.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Except one woman whole time director the company does not have any other womenemployee at work place and therefore the constitution of committee for the prevention andredressal of complaints related to sexual harassment at workplace is not required.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Section 134(3)(m) of the Companies Act 2013 read with a Companies (Disclosure ofparticulars in the Report of the board of Directors) Rules 8 is not applicable since thecompany does not have any manufacturing activities.
There has been no expenditure and/or earning in foreign exchange.
In terms of rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel Rules 2014). The name and other particulars of the employees whose remunerationfalls within the purview of the said rule are required to be set out in the Annexure tothe Directors Report. However during the year under review or any part thereof thecompany did not employ any person with remuneration falling within the purview asprescribed under the rule.
The company is engaged in the business of investment and financing which are governedby the same set of risks and returns and as such are in the same segment.
ISSUE OF BONUS SHARES
The Members are aware that the company has issued fully paid up "BonusShares" at par value of Rs.10/per Equity Shares in the proportion of 4 (FOUR) EquityShares for every 1 (ONE) Equity Share held by the existing Members of the company whosenames appeared in Register of Members maintained by the Company's Registrar and TransferAgent/ List of Beneficial owners as received from NSDL and CDSL on record date i.e. 3rdApril 2017 by Capitalization of Rs.68628000/out of the General Reserve and surplus inthe statement of Profit & Loss .
The company has not bought back any of its shares during the year under review.
The company has not issued any "Sweat Equity" shares during theyear under review.
The company has not provided any stock option scheme to the employees.
RISK MANAGEMENT POLICY
At present the company has not identified any element of risk which may threaten theexistence of the company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend declared and paid in last year's theprovisions of Section 125 of the Companies Act 2013 do not apply.
Yours Directors wish to place on record and acknowledge their appreciation for thecontinued support and cooperation received from Government agencies and the shareholders.Your Directors also record their appreciation for the total dedication of employees at alllevels.
For and on behalf of the Board of Directors
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)of the Companies (Accounts) Rules 2014)
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.
? Details of contracts or arrangements or transactions not at arm's length basis.
? Details of contracts or arrangements or transactions at Arm's length basis.