Your Directors have pleasure in presenting their 30 Annual Report on the business andoperations of the Company and Audited Statement of Accounts for the year ended 31st March2016.
1. FINANCIAL HIGHLIGHTS:
The Board's Report is prepared based on the stand alone financial statements of theCompany. (Rs. In Lacs)
|No. ||Particulars ||2015-2016 ||2014-2015 |
|1. ||Net Sales/ Income ||42.33 ||84.97 |
|2. ||Total Expenditure || || |
| ||i) Employee benefit Expenses ||6.60 ||5.35 |
| ||ii) Depreciation ||1.65 ||2.56 |
| ||iii) Other Expenditure ||75.84 ||8.29 |
| ||Total ||84.09 ||16.20 |
|3. ||Profit (Loss) Before Tax ||(41.76) ||68.77 |
|4. ||Provision for taxation || || |
| ||i) Current Tax || ||13.00 |
| ||ii) Deferred Tax ||(0.17) ||(0.53) |
| ||iii) Earlier year Tax ||0.32 ||3.19 |
|5. ||Profit (Loss) After Tax ||(41.91) ||53.11 |
|6. ||Balance carried from previous year ||1.87 ||2.78 |
|7. ||Amount Available for Appropriation ||(40.04) ||55.89 |
|8. ||Appropriations: || || |
| ||Proposed Dividend || ||36.00 |
| ||Dividend Distribution Tax || ||7.37 |
| ||Transferred to Statutory Reserve || ||10.65 |
|9. ||Balance carried to Balance Sheet ||(40.04) ||1.87 |
|10. ||Earning per Equity Shares ||(0.10) ||0.13 |
During the period under review total income of the Company was Rs. 42.33 Lacs (PreviousYear: Rs 84.97 Lacs) was setback in the performance of the Company. The Company hasincurred the Net loss of Rs. 41.91 Lacs (Previous Year Net Profit: Rs. 53.11 Lacs). Yourdirectors are confident that the performance for the coming years is expected to improvewith expected improvements in the economic activities.
Due to losses the Company has not transferred any amount to Reserves.
4. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Report in form MGT-9 as requiredunder Section 92(3) of the Companies Act 2013 read with rule 12(1) of the Companies(Management and Administration) Rules 2014 are included in this Report as Annexure-1and forms an integral part of this report.
In view of the losses your director does not recommend dividend for the financial yearending on March 31 2016.
6. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors state that
(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(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 bythe Company and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
7. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONSDURING THE YEAR:
The following changes were took place during the financial year 2015-16:
|Name ||Designation ||Date of Change ||Nature of Change Appointment / Resignation |
|Mr. Nirmal Jain (DIN: 00894735) ||Independent Director ||March 19 2016 ||Resignation |
|Mr. Piyush Shah (DIN: 02333557) ||Independent Director ||January 08 2016 ||Resignation |
8. (1) PARTICULARS OF EMPLOYEES:
|Sl. No. ||Particulars ||Remarks |
|1. ||The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year. ||Not applicable since no remuneration has been paid to the Directors. |
|2. ||The percentage increase in the remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year ||Not applicable since no remuneration has been paid to the Directors. |
|3. ||The percentage increase in the median remuneration of employees in the financial year (in. Lacs) || |
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|4. ||The number of permanent employees on the rolls of Company. ||2 (Two) |
|5. ||The explanation on the relationship between average increase in remuneration and the Company performance. ||Increase in the remuneration of employees depends upon many variables like market conditions cost of living inflation; employee's contribution including performance of the Company. Employees' contribution and annual performance is also evaluated to justify the increase in remuneration. There is a direct relationship in the average increase in remuneration of the employee and financial performances of the Company during any given period. |
|6. ||Comparison of the remuneration of the Key Managerial Personnel Against the performance of the Company. ||Not applicable since no remuneration has been paid to any KMP. |
|7. ||Variations in the market capitalization of the Company price earnings ratio as on closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer. || || |
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| || ||Market Capitalis- ation (in. lacs) || |
| || ||Price Earning Ratio || |
|8. ||Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial yearand its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration || || |
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| || ||Employees Salary || |
| || ||Managerial Salary || |
|9. ||Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company ||Not applicable since no remuneration has been paid to the Key Managerial Personnel. |
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|10. ||The key parameters for any variable component of remuneration availed by the Directors ||Not applicable since no remuneration has been paid to the Directors. |
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|11. ||The ratio of the remuneration of the highest paid director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year. ||Not applicable since no remuneration has been paid to the Directors. |
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|12. ||Affirmation that the remuneration is as per the remuneration policy of the Company. ||It is affirmed that the remuneration is as per the remuneration policy of the Company. |
(2) Particulars of employees drawing remuneration in excess of limits prescribed underSection 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 : There are no employees drawing remuneration exceedingRupees Sixty Lacs per annum if employed throughout the financial year or Rupees Five Lacsper month if employed for part of the financial year or draws remuneration in excess ofManaging Director or Whole time Director or manager and holds by himself or along with hisspouse and dependent children not less than two percent of the equity shares of theCompany.
9. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:
|Sr. no ||Particulars ||No. of meetings held |
|1. ||Board Meetings ||Six |
|2. ||Audit Committee Meetings ||Four |
|3. ||Independent Directors Meeting ||One |
10. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of Section 134 (3) (p) of the Companies Act 2013 the Boardhas carried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration and Stakeholders Relationship Committees. A structured questionnaire wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.
11. DECLARATION BY INDEPENDENT DIRECTORS:
Declarations by the Independent Directors that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has beenreceived by the Company.
12. REMUNERATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The remuneration policy is also uploaded on the website www.ashirwadcapital.in
M/s Sanjay Raja Jain & Co. Chartered Accountants (FRN 120132W) Mumbai wereappointed as statutory auditors of the Company for the term of three years at the AnnualGeneral Meeting held on September 28 2015 to hold office till the conclusion of theAnnual General Meeting to be held in the calendar year 2018. In terms of first proviso tosection 139 of the Companies Act 2013 the appointment of the auditors shall be placedfor ratification at every Annual General Meeting. Accordingly the appointment of M/sSanjay Raja Jain & Co. Chartered Accountants as statutory auditors of the Companyfor the financial year 2016-17 is placed for ratification.
The report given by the auditors on the financial statement of the Company is a part ofthe annual report. There has been no qualification reservation adverse remark ordisclaimer given by the auditors in their report.
14 SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s.Sandeep Dar and Co. Practicing Company Secretaries have been appointed as SecretarialAuditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure3 to this report. The report is self-explanatory however the Company has initiatednecessary steps to comply with various non-compliances as per the provisions of variousstatute mentioned under the Secretarial Audit Report.
15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company atwww.ashirwadcapital.in
16 COMPOSITION OF AUDIT COMMITTEE:
Composition of Audit Committee as required under section 177(8) of the Companies Act2013.
The Composition of Audit Committee is as follows:
|1. Mr. Sanjiv Rungta ||- ||Chairman |
|2. Mr. Rajesh Poddar ||- ||Member |
|3. Mr. Rakesh Garodia ||- ||Member |
17 There were no material changes and commitments which adversely affects thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.
18. The Company is periodically reviewing its risk perception taking into accountsoverall business environment affecting / threatening the existence of the Company.Presently management is of the opinion that such existence of risk is minimal.
19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved and that such internal financial controls are adequate and operating effectively.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 of Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and it continues to be a Non-deposit taking Non Banking FinancialCompany.
21 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT 2013:
The Company being a Company whose principal business is acquisition of shares andsecurities provisions of section 186 of the Companies Act 2013 are not applicable.
22 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto is disclosed inForm No. AOC-2 which is enclosed as Annexure 2.
23 MANAGEMENT DISCUSSION AND ANALYSIS:
I. INDUSTRY STRUCTURE AND DEVELOPMENTS:
NBFC are integral part of the Indian financial system enhancing competition anddiversification in the financial sector spreading risks specifically at times offinancial distress and have been increasingly recognized as complementary of bankingsystem at competitive prices. Your Company offers unique insights delivering independentinformation opinions and solutions that help it to make better informed business andinvestment decisions and improve the return on investment. The year ahead will bechallenging on the credit quality front
II. OPPORTUNITIES AND THREATS:
Your Company has positively faced the ever changing period in the finance andinvestment market quite effectively. The fiscal policies brought by Government in therecent times have been encouraging. The economic plan aims to put the economy towards apath of sustainable growth and progress. The Company has also invested in people andprocesses to make working better faster and more productive. Further keeping in view thesupport offered by government and financial institutions your Company is keen to achievean established name and goodwill in the market.
III. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE:
The Company is a Non Banking Finance Company (NBFC). It is engaged in the business ofinvestment and lending which is the only segment in the Company. Hence the results forthe year under review pertain to only financing activity.
IV. RISK AND CONCERNS:
Risk is an integral part of business process. A Risk Management Policy for the Companyhas been adopted by the Board. The Company manages risk if any through a detailed RiskManagement Policy framework which lays down guidelines in identifying assessing andmanaging risks that the businesses are exposed to. Company's risk management strategy isbased on a clear understanding of various risks disciplined risk assessment andmeasurement procedures and continuous monitoring. The policies and procedures establishedfor this purpose are continuously benchmarked against market best practices
The Company is looking forward to the following objectives in the coming year:
To effectively position the Company so as to meet the needs of changing economicscene in India.
To earn national recognition by providing qualitative service in time and inconformity with the best practices.
To enhances size and value of business activities of the Company.
To achieve optimal return on capital employed.
VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.
The Company has adequate Internal Control Systems commensurate with its size and theindustry. The Company has adequate systems of internal controls to ensure that all assetsare safeguarded and protected against loss from unauthorized use or disposition and thatthe transactions are authorized recorded and reported correctly.
VII. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT INCLUDINGNUMBER OF PEOPLE EMPLOYED:
Your Company has cordial relations with its employees. The company commends thecommitment dedication and competence shown by its employees in all aspects of business.With the growing requirements of the company Company has taken necessary initiatives toensure not only the retention of the employees but also their growth and development.
VIII. FUTURE PROSPECTS:
We remain in the middle of a very strong structural bull market which should last forat least another 3-4 years. This bull market should become stronger with each year and thetop would come with the termination of the fifth wave of the Elliott Wave Theory. TheIndian Economy is at an inflection point and about to enter a period of strong andsustainable growth. This would result in very positive sentiments for Equity Investmentsand would lead to the markets finding higher levels. Our portfolio at Ashirwad "TheAshirwad-200" is getting stronger more focused and balanced and is poised to delivera sterling performance in the coming couple of years. We look forward to the remainingpart of the year with confidence and optimism.
24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONAND REDRESSAL) ACT 2013 :
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceunder the Act.
The following is a summary of sexual harassment complaint received or dispose of duringthe year 2015-16.
| No. of Complaint received: ||NIL |
| No. of Complaint disposed off: ||NIL. |
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
In view of the nature of activities of the Company conservation of energy andtechnology absorption respectively are not applicable to the Company.
There were no foreign exchange earnings or outgo during the year under review.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant or material orders were passed by the regulators or courts or Tribunalswhich impact the going concern status and Company's' operations in future.
27. LISTING AGREEMENT WITH THE STOCK EXCHANGE:
The Company has entered into the Uniform Listing Agreement as per SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 and confirms that it has paidthe Annual Listing Fees for the year 2015-2016 to BSE Ltd. where the Company's Shares arelisted.
We record our gratitude to the Banks and others for their assistance and cooperationduring the year. We also wish to place on record our appreciation for the dedicatedservices of the employees of the Company. We are equally thankful to our esteemedinvestors for their co-operation extended to and confidence reposed in the management.
|Registered Office: ||By Order of the Board |
|303 Tantia Jogani Industrial Estate ||Ashirwad Capital Limited |
|J R Boricha Marg Lower Parel || |
|Mumbai 400011. || |
|Date: May 30 2016 ||Ramprasad Poddar |
|Place: Mumbai ||Chairman |