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Ashari Agencies Ltd.

BSE: 540024 Sector: Financials
NSE: N.A. ISIN Code: INE361S01010
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Ashari Agencies Ltd. (ASHARIAGENCIES) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 31st Annual Report of your companytogether with the Audited Balance Sheet as on 31st March 2016 and the statement of Profit& Loss for the year ended on that date.

FINANCIAL RESULTS

The performance of the company for the financial year ended 31st March 2016 issummarized below

Year ended 31.03.2016 Year ended 31.03.2015
Income(Gross) (45627278) 34.53.201
Profit/(Loss) before depreciation & interest (48199395) 10.54133
Less;
- Depreciation 6804 11167
- interest - -
Profit before Taxes (48206199) 1042966
Less: Provision for Taxation
- Current Tax/MAT -
- Deferred Tax 21764032
Profit/(Loss) After Tax (26442167) 1042966
Prior period adjustments
Income Tax paid (4970) -
- Deferred Tax charges - (608867)
- MAT Credit entitlement - (12.53767)
Profit/(Loss) for the year Carried to Balance Sheet (26447.137) (819668)

DIVIDEND

Your Directors intend to plough back available resources for financial requirements andexpress their inability to recommend any dividend for the financial year.

RESERVES

The company has not transferred any amount from the statement of profit and loss togeneral reserve during the year under review.

BUSINESS OPERATIONS

Your company is engaged in the business of investments in Equity market and trading inF & O Segment. Due to adverse market condition your company has incurred a net loss ofRs.26447.137/- during the year as against net loss of Rs.819668/- in the immediatepreceding financial year after tax and prior period adjustments.

DIRECTORS

In accordance with the provisions of section 152 of Companies Act 2013 Mr. Ajay KumarAggarwal (DIN No.01027903) and Mr. Ravmdra Kumar Garg (DIN No.00928635) retire by rotationand being eligible offer themselves for reappointment liable to retire by rotation. TheBoard 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. The company ishowever planning to ender in Real Estate Business very soon

SIGNIFICANT & 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 and therefore the company has no corporate Social Responsibility Committee of theBoard.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY

The company has no Subsidiary joint venture and Associate company as at the end of theyear. However the companies namely (i) A.K. Holdings Pvt.Ltd. (ii) Parkash FinancePvt.Ltd. and (iii) Radaur investments Pvt.Ltd. which were Associate Companies during thefinancial year 2014-15 have ceased to be the Associate Companies during the financial year2015-16.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There were no loans or guarantee given by the company under sec 186 of the CompaniesAct 2013 during the year under review. The company has no Subsidiary Joint Venture andAssociate 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 related party transactions aregiven in Form No. AOC-2 marked Annexure 'A' and Note No.19.

DEPOSITS

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 financial year.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 directorthree non-executive director and three independent directors. There has been no change inthe composition of the board in the year 2015-16.

The company has a Company Secretary and a Chief Financial Officer who along with theexecutive directors and the whole time director constitute the key managerial personnel.

NUMBER OF MEETING OF THE BOARD

The Board met 6 times during the financial year the details of which are given in theCorporate Governance Report forming part of this report.

The intervening gap between any two consecutive meetings of the Board did not exceedone hundred and twenty days as prescribed under the Companies Act 2013 and the ListingAgreement.

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.

BOARD EVALUATION

The Companies Act 2013 vide Section 134(3)(p) read with Rule 8 of Companies (Accounts)Rules 2014 required the Board to carry out formal annual evaluation of its ownperformance of Committees and of individual directors

Further all the listed companies and public companies with paid-up Share Capital ofRs.25 Crores or more are required to indicate the manner of criteria of formal Boardevaluation in Board's Report.

Also Schedule IV of the Companies Act 2013 read with cause 49(II)(B)(5) of theListing Agreement required performance evaluation of independent directors to be done bythe entire Board of Directors excluding the director being evaluated (based on thecriteria laid down by the Nomination and Remuneration Committee) On the basis of thereport of performance evaluation it is required to be determined whether to extend orcontinue the term of appointment of the independent director.

As mandated by the aforementioned provisions a mechanism for formal annual evaluationhas been devised by the Company. Evaluation of the Board its Committees and the directorsfor the year 2015-16 has been done based on this mechanism. The mechanism provides forannual evaluation at the end of each year. The performance of the Board. Committees andindividual directors are evaluated based on reviews/feedback of the directors themselvesThe feedback forms have been prepared based on the broad parameters as set out in the"Policy on Nomination and Remuneration of Directors Key Managerial Personnel andother employees". A Report prepared based on completed feedback form is then placedbefore the Board for its review.

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. Any material development is intimated promptly.The Management encourages participation by the independent directors and according!^ anyclarification sought by the independent directors with regard to the Company's operationsis duly addressed.

Presently no formal training programme exists. Until now learning for the independentdirectors has been a pervasive ongoing phenomenon via participation.

Further at the time of appointment of a director the company issues a formal letterof appointment entailing his/her role function duties and responsibilities as adirector.

COMMITEES OF THE BOARD

Currently the Board has three committees - namely Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee

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) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the Company for that period

(c) The directors had 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;

(d) The directors had prepared the annua! accounts on a going concern basis;

(e) The directors had laid oown 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 adooted 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 proper systems to ensure compliance with the provisionsof applicable laws and that such systems were 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 INTERIAL 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 procedures andthe changes thereto if any are communicated to the employees at the time of joining andit is ensured that such person understands the policies or procedures correctly.

(b) Accountability of Transactions - There is a proper delegation of authorities andresponsibilities so as to ensure accountability of any transaction.

(c) Accuracy & Completeness of Financial Statements/ Reports - For accuracy andcompleteness of information reconciliation procedure and multiple checking at differentlevel have been adopted. To avoid human error computer softwares are extensively used.

(d) Retention and Filing of Base Documents - Ail 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 of atransaction. 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 and reportedin 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'.

AUDITORS

M/s. R.K. Govil & Co. Chartered Accountants Ghaziabad (ICAI Registration No.000714C) are the Statutory Auditors of the Company

M/s. R.K. Govil & Co. have already completed the maximum tenure of two terms offive consecutive years as stipulated in Section 139 of the Companies Act 2013 However interms of proviso to sub-section (2) of Section 139 of the Companies Act 2013 three yearstime has been granted from the commencement of the Act. i.e. lr April 2014 for complyingwith the aforesaid requirement.

Accordingly M/s. R.K. Govil & Co. were appointed as statutory auditors at the29" Annual General Meeting held on 22r'3 September 2014 in terms of the saidproviso to hold office until the conclusion of 32^ Annual General Meeting subject toratification at each Annual General Meeting. As per provisions of Section 139(1) of theAct. their appointment as Statutory Auditors of the Company to hold office from theconclusion of this meeting until the conclusion of next Annual General Meeting is subjectto ratification by Members

AUDITORS REPORT

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.

SECRETARIAL AUDIT

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 (ACS No. 21295)has been appointed as Secretarial Auditors of the company for the financial year 2015-16and their report on the Secretarial Audit for the year under review is annexed and markedAnnexure 'C which form pan of this repon.

The Secretarial Audit Repon do not contain any reservation qualification or adverseremark.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBl (LODR) Regulations 2015 the compliance with theCorporate Governance Provisions shall not apply in respect of the listed entity havingpaid up Equity Share Capital not exceeding Rupees Ten Crores and Net Worth not exceedingRupees Twenty Five Crores as on the last day of the previous financial year. However as agood governance practice the Directors' Report on Corporate Governance is annexed to thisReport 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 SEBl (LODR) Regulations 201S 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.

EMPLOYEES

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 the companydid not employ any person with remuneration falling within the purview as prescribed underthe rule.

SEGMENT

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.

SHARE CAPITAL

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 the yearunder review.

No Bonus shares were issued during the year 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 ANDPROTECTION FUND

Since there was no unpaid/unclaimed dividend declared and paid in last years theprovisions of Section 125 of the Companies Act 2013 do not apply.

ACKNOWLEDGEMENT

Yours Directors wish to place on record and acknowledge their appreciation for thecontinue 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
(Ravindra Kumar Garg (Pradeep Kumar)
Director Director
DIN : 009286365 DIN :00673828
Date : 30th May 2016 KB-110 Kavi Nagar 601 Disco Compound.
Place: Ghaziabad Ghaziabad G.T. Road Ghaziabad

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