Your Directors takes pleasure in presenting the Twenty-Fourth Annual Report of theoperations and business of your Company together with the Audited Statement of Accountsfor the year ended 31st March 2017.
1. FINANCIAL SUMMARY OF THE COMPANY:
| || ||(Amount in Rs.) |
|Financial results for the year ended ||31st March 2017 ||31st March 2016 |
|Total Income ||36492905 ||21607205 |
|Profit/ (Loss) before tax ||29861953 ||(81080694) |
|Less: Tax Expenses ||11036066 ||(21243860) |
|Profit / (Loss) for the year ||18825887 ||(59836834) |
|Add: Balance as per last financial statements ||(72443249) ||(12606415) |
|Less: Transfer to statutory reserve U/s 45-IC of RBI Act 1934 ||3765177 || |
|Surplus/(Deficit) in the Statement of Profit and Loss ||(57382539) ||(72443249) |
2. STATE OF COMPANY AFFAIRS:
In the year 2016-17 your company earned an income of Rs 36492905/- which relates toInterest Income and others as compared to Rs 21607205/- in its previous year. Thecompany has recorded a profit before tax of Rs. 29861953/- against loss of Rs.81080694/- in the previous Financial Year showing positive growth. The Profit after taxfor the year under review is Rs. 18825887/- as compared to a loss of Rs. 59836834/- inthe previous year marking upwards graph in profit. The EPS of the company for the yearended 31.03.2017 is Rs.2.69. The Loan book both secured and unsecured stood to Rs328275120/- as on 31.03.2017. The secured loan is against securities.
Your company shares were traded under permitted securities category at BSE pursuant tothe notice dated 28.02.2017 issued by BSE trading in the equity shares of the companiesadmitted in Permitted to Trade category has been discontinued w.e.f. March 08 2017.Further BSE vide its notice dated 24.04.2017 permitted Re-commencement of trading ofcompanies falling under Permitted to trade category w.e.f. 26.04.2017 as Regional StockExchange demonstrated that the concerned companies are duly compliant with the listingrequirements as applicable from time to time.
3. CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the company during the F.Y.2016-2017. Your company is engaged in financial services and no other business segment isthere and so there is only one segment reporting as per AS 17.
Your Board of Directors has declared that the funds of the Company are required forfuture expansion of the Company and so the profits of the Company for the year ended 31stMarch 2017 shall be deployed for the said purpose. The Board has decided not to recommendany dividend for the year ended 31st March 2017.
5. CHANGES IN SHARE CAPITAL:
There has being no change in the share capital of the company during the year 2016-17.At the end of the year as on 31st March 2017 the paid up Equity Share Capital as on 31stMarch 2017 stood at Rs 69964955/- (includes forfeited share capital).
6. TRANSFER TO RESERVE:
Your company has transferred Rs 3765177/- to statutory reserve under section 45 IC ofRBI Act 1934 for the year ended 31st March 2017.
7. DIRECTORS & KEY MANAGERIAL PERSON:
In accordance with the Article of Association of the company and provisions ofCompanies Act 2013 Mr. K.K. Saraf retires by rotation and being eligible seeksreappointment.
Mr. Daulat Jain was appointed as Managing Director & CEO of the company w.e.f.01.11.2016 for a period of 3 years on the terms and conditions including remuneration asrecommended by Nomination & Remuneration Committee subject to approval ofshareholders.
Mr. Pawan Jain (DIN: 00038076) resigned from the post Managing Director & CEO andwas appointed as Whole Time Director designated as Executive Chairman of the companyw.e.f. 01.11.2016 for a period of 3 years on the terms and conditions includingremuneration as approved earlier by Nomination & Remuneration Committee in theirmeeting held on 01.05.2015 and by shareholders in the AGM held on 31st July 2015. Furtherthe tenure with other terms & conditions are subject to approval of shareholders.
All the Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and as per regulation 25 of SEBI(LODR) Regulation 2015. All requisite declarations were placed before the Board.
Pursuant to regulation 36 of SEBI (LODR) Regulation 2015 a brief resume / detailsrelating to Directors who are proposed to be appointed/re-appointed are furnished in theNotice of the ensuing AGM.
The major highlights of the Remuneration Policy of the Company framed on Director'sappointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director and other matters provided under subsection (3) ofsection 178 are disclosed in the Corporate Governance Report.
KEY MANGERIAL PERSONNEL
In terms of section 203 of Companies Act 2013 and rules made thereon the following arethe Key Managerial Personnel of the company.
1) Mr. Pawan Jain Whole Time Director (Executive Chairman)
2) Mr Daulat Jain Managing Director & CEO
3) Ms. Anju Mundhra Executive Director Legal & Company Secretary
4) Mr. Amit Jain Chief Financial Officer
Further there was a revision in the remuneration structure of Mr. Amit Jain w.e.f.01.06.2016.
8. NUMBER OF MEETINGS OF THE BOARD:
The Company has duly complied with section 173 of the Companies' Act 2013. During theyear under review Five board meetings were convened and held. The date on which meetingwere held are as follow 4th May 2016 29th May 2016 8th August 2016 29th October 201630th January 2017 and further there was a circular meeting held on 26th April 2016. Themaximum interval between any two meetings did not exceeded 120 days.
9. FORMAL ANNUAL EVALUATION:
During the year the Board has carried out the annual evaluation of its own performanceas well as the evaluation of the working of its Committees and individual Directors. Thisexercise was carried out through a structured questionnaire prepared separately for BoardCommittee and individual Directors
The questionnaire and evaluation process was reviewed in the context of SEBI GuidanceNote on Board evaluation dated January 5 2017 and necessary alignment was made with therequirements. Separate exercise was carried out to evaluate the performance of chairmanand Managing Director on basis of the parameters such as contribution independentjudgment effective leadership to the Board safeguarding of minority shareholdersinterest etc .
During the year under review the Independent Directors of your Company carried out theperformance evaluation of Non- Independent Directors and Chairperson at a separate meetingof Independent Director.
The Directors were satisfied with the Evaluation Results which reflects the overallengagement of board and its committee with the company. Board's actions and decisions arealigned with the Company's best interest. All Directors are interactive and participative.The Directors at the individual level enhances the value of boards' effectiveness byelevating its knowledge and integrating the same in all desired ways so as to commit tothe goal of sustainably elevating the Company's value creation for the long term. TheChairman has wide knowledge and vast experience and skills and understanding of theBoard's Functioning
10. MANAGERIAL REMUNERATION:
The statement containing the disclosure as required in accordance with the provisionsof Section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as AnnexureA and forms part of the Board Report.
Further none of the employees of the Company are in receipt of remuneration exceedingthe limit prescribed under rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 so statement pursuant to Section 197(12) of theCompanies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required to be included.
11. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
Your Company has neither a Subsidiary Company nor a Joint Venture Company or anAssociate Company during the year under review.
M/s. P.K Sah & Associates Chartered Accountants were appointed as statutoryauditor of the company for a period of 3 years at the Annual General Meeting of theCompany held on 2nd September 2014 until the conclusion of the 24th Annual GeneralMeeting.
In terms of Section 139 of the Companies Act 2013 M/s. P.K Sah & AssociatesChartered Accountants will retire as Company's Auditors at the conclusion of the ensuing24th Annual General Meeting. It is proposed to appoint M/s. Haribhakti & Co. LLP asthe new Statutory Auditors of the Company for a period of 5 continuous years i.e. from theconclusion of 24th Annual General Meeting to be held in the year 2017 till the conclusionof 29th Annual General Meeting of the Company to be held in the year 2022. M/s. Haribhakti& Co. LLP. have informed the Company that their appointment if made would be withinthe limits prescribed under Section 141 of the Companies Act 2013 and have confirmed thatthey have subjected themselves to the peer review process of the Institute of CharteredAccountants of India (ICAI) and hold valid certificates issued by the Peer Review Board ofthe ICAI. M/s. Haribhakti & Co. LLP have also furnished a declaration in terms ofSection 141 that they are eligible to be appointed as auditors and that they have notincurred any disqualification under the Company Act 2013. A brief profile of the Auditorsis provided in the Notice of the Annual General Meeting. The Board recommends appointmentof M/s. Haribhakti & Co. LLP as Statutory Auditors of the Company from the conclusionof 24th Annual General Meeting up to the conclusion of 29th Annual General Meeting of theCompany subject to ratification at every Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S. MR & Associates Company Secretaries to undertake the Secretarial Auditof the Company for the financial year 2016-17. The Secretarial Audit Report for the yearended 31st March 2017 is annexed herewith as Annexure B.
Pursuant to the provisions of Section 138 of the Companies Act 2013 and rules framedthereon your Company has appointed M/s. Shyamsukha Amit & Associates CharteredAccountant to undertake the Internal Audit of the Company for the F.Y. 2016-2017. Therestood no adverse finding & reporting by the Internal Auditor in the Internal AuditReport for the year ended 31st March 2017.
There are no qualifications reservation or adverse remarks made by M/s P.K.Sah &Associates the Statutory Auditor in their Audit report on the financial statements forthe year ended 31st March 2017 and by M/s. MR. & Associates Company Secretaries intheir Secretarial Audit Report.
The Statutory Auditor has not reported any incident of fraud to the Audit committee ofthe company in the year under review.
With a view to have a more focused attention on business and for better governance andaccountability and in accordance with applicable provisions your Board has thefollowing mandatory committees viz. Audit Committee Stakeholders' Relationship Committeeand Nomination and Remuneration Committee. The details of the committee with terms ofreference along with composition and meeting held during the year are provided in theCorporate Governance.
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns and about unethical behavior actual or suspected fraud orviolation of the Codes of conduct or ethics policy. It has adopted a Whistle Blower Policyand the same is hosted on the website of the company(http://www.ashikagroup.com/PDF/Vigil_Mechanism_policy.pdf).
The details of the said vigil mechanism have been given in the Corporate GovernanceReport annexed to this Report.
15. RISK MANAGEMENT POLICY:
Pursuant to section 134(n) of Companies Act 2013 and Regulation 17(9) of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 your company has a robust Riskmanagement framework to identify evaluate business risk and opportunities. This frameworkseeks to create transparency minimize adverse impact on the business objectives andenhance the competitive advantage. The framework has a different risk model which helps inidentifying risk trends exposure and potential impact analysis at a company level. Thekey business risk identified by the company is disclosed in the Corporate Governancereport.
16. CORPORATE SOCIAL RESPONSIBILITY:
The Company had not taken any initiatives on the activities of Corporate SocialResponsibilities as the provisions relating to the same are not applicable to the Company.
17. EXTRACT OF ANNUAL RETURN:
Companies Act 2013 makes mandatory for every company to prepare an extract in theformat prescribed MGT 9. The detailed extract forming part of the Annual Return as on 31stMarch 2017 is annexed herewith as Annexure - C.
18. MATERIAL CHANGES:
There have been no material changes and commitments affecting the financial position ofthe company which have occurred since 31st March 2017 being the end of the FinancialYear of the Company to which financial statements relate and the date of the report.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators / Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.
There stood a complaint filed by Manali Properties Limited and M/S. Manali Properties& Finance Private Limited against company & its officers u/s 200 of the CriminalProcedure Code before the Court of Metropolitan Magistrate Kolkata. Pursuant to the saidcomplaint your company had made an application u/s 482 to Hon'ble High Court Calcutta andthe court has granted a stay order on 12.09.2012. The matter is till date pending beforeBankshall court and High Court Kolkata.
20. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company Internal Financial Control System are commensurate with the size scale andcomplexity of its operations. Detailed procedural manuals are in place to ensure that allthe assets are safeguarded protected against loss proper prevention & detection offrauds & error the accuracy and completeness of the accounting records and alltransactions are authorized recorded and reported correctly. The scope and authority ofthe Internal Audit (IA) function is defined in the internal financial control policy.These are monitored and routinely monitor and evaluated by the Statutory as well asInternal Auditors.
The Internal Auditor monitors and evaluates the efficiency and adequacy of InternalFinancial control system in the Company its compliance with operating systems accountingprocedures and policies. To maintain its objectivity and independence the InternalAuditor reports directly to the Chairman of the Audit Committee of the Board all thesignificant audit observations and follow up actions thereon. Both Statutory and internalauditor have quarterly sessions with the Audit committee. The Internal audit reports areplaced before the Audit committee on quarterly basis and all findings and observation arerecorded thereon. The said observation and comments if any of the Audit Committee areplaced before the board.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013 :
Your Company being the Non Banking Financial Company having the principal business ofproviding Loan and investment is exempted from the provisions of the applicabilitySection 186 of the Companies Act 2013. However the details of investments & loansare given in notes to the financial statement.
Your company is Non Deposit taking NBFC registered with RBI thus the said clause isnot applicable and the company does not accept any deposit. The Board of Directors hasduly passed a resolution in their meeting giving effect to the aforesaid statement.
23. CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:
All contracts/ arrangements/transactions with related parties entered by the companyduring the financial year 2016-17 were at arm's length basis and in the ordinary course ofbusiness and are in compliance with the applicable provision of the Companies Act 2013 andSEBI (LODR) Regulation 2015. There were no materially significant related partytransactions made by the company with Promoters Directors KMPs or other designatedperson which may have a potential conflict with the interest of the company at large.Members may refer to the notes to the financial statements for details of related partytransactions.
There were no material contracts or arrangements or transactions entered into by thecompany with related parties covered u/s 188 (1) of Companies Act 2013 and all relatedparty transactions entered into by your Company were in the ordinary course of businessand were on an arm's length basis so information to be placed in AOC 2 is notapplicable.
In terms of Regulation 23(2) of SEBI Listing Regulations 2015 The Audit Committeepre-approves all related party transactions except for the Related Party Transaction(RPTs) for which omnibus approval is granted by the Audit Committee from time to time. Thedetails of the related party transactions undertaken during a particular quarter areplaced at the meeting of the Audit Committee held in the succeeding quarter.
A Related Party policy has been devised by the board of Directors for determining themateriality of transactions with related parties and dealing with them and is hosted onthe website (www.ashikagroup.com) of the company and the link to the said policy has beenprovided elsewhere in the Annual Report.
24. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 with the Stock Exchanges the report on Corporate Governance andManagement Discussion & Analysis forms part of the Annual Report. The Certificate fromthe Secretarial Auditor of the company confirming compliance with the conditions ofCorporate Governance as stipulated under Schedule V of Regulation 34 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 also constitute an integral partof the Annual Report.
25. DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT:
The company has adopted the policy on redressal of Sexual and Workplace harassment asper the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 ("Sexual Harassment Act") and the same is displayed at the website ofthe company (http://www.ashikagroup. com/PDF/sexual%20harassment%20policy-ACCL.pdf). TheCompany believes that it is the responsibility of the organisation to provide anenvironment to its employee who is free of discrimination intimidation and abuse and alsoto protect the integrity and dignity of its employees and to avoid conflicts anddisruptions in the work environment. Further there stood no cases filed during the yearunder review.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGOES:
Since the Company does not own any manufacturing facility the requirements pertainingto disclosure of particulars relating to conservation of energy technology absorption andforeign exchanges earning and outgo as prescribed under the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 are not applicable.
27. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors to the best of their knowledge and belief and according to theinformation and explanation obtained by them make the following statement in terms ofclause (c) of sub-section (3) of section 134 of Companies Act 2013 that
a) In the preparation of the annual accounts for the financial year ended on 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures.
b) The directors have selected such accounting policies and 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 31st March 2017 and of the profitand 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 Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) The directors had prepared the annual accounts 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 were operatingeffectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively
Your Directors take the opportunity to thank the Regulators Organizations and Agenciesfor the continued help and co-operation extended by them. The Directors also gratefullyacknowledge all stakeholders of the Company viz. customers members vendors banks andother business partners for the excellent support received from them during the year. TheDirectors place on record their sincere appreciation to all employees of the Company fortheir unstinted commitment and continued contribution to the Company.
| ||For and on behalf of the Board of Directors || |
|Place: Kolkata ||(DAULAT JAIN) ||(PAWAN JAIN) |
|Date: 27/07/2017 ||Managing Director ||Chairman |
| ||DIN: 00040088 ||DIN : 00038076 |