Your Directors have pleasure in presenting the 26th Annual Report of your company alongwith the Audited Financial statements for the year ended 31 st March 2017.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31 st March 2017.
| || ||Rupees in lacs |
|Particulars ||31/3/2017 ||31/03/2016 |
|Profit/(Loss) from capital market operations ||59.16 ||54.10 |
|Profit/(Loss) before depreciation Interest & tax ||-144.95 ||32.15 |
|Interest ||0.00 ||0.00 |
|Depreciation ||0.00 ||15.83 |
|Profit/(Loss) before tax ||-144.95 ||16.32 |
|Provision for tax ||0.00 ||0.00 |
|Deferred tax ||0.00 ||0.00 |
|Profit/(Loss) after tax ||-144.95 ||16.32 |
PERFORMANCE AD STATE OF AFFAIRS OF THE COMPANY
During the year under review the Company has made a loss of Rs. 144.95 lacs for thefinancial year 2016-2017 as compared to profit / Loss of Rs. 16.32 lacs for the financialyear 2015-2016.
In view of losses during the year the Board of Directors have decided not to declareany dividend for the current financial year 2016-17.
TRANSFER TO PROFIT & LOSS ACCOUNT
The loss during the year amount totaling of Rs. -14494691/- get transferred in toprofit and loss acount.
MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report; and there are no significantand material orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENT
The Company has given project advance of Rs. 75690386/- under Section 185 of theActduring the financial year 2016-17. The Company has not given any guarantee nor madeany investments during the financial year 2016-2017.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company doesn't have any subsidiaries associates and joint venture companies.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Company's business does not require any technology absorption and hence no reporting isrequired to be furnished under this heading.
Foreign Exchange inflow and outflow during the year is Nil.
Your Company has not accepted any deposits from the public during the year underreview. There are no outstanding deposits as on 31 st March 2017.
DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD COMPOSITION AND INDEPENDENT DIRECTORS
The Board consists of the one Executive Director one Non-Executive Director and TwoIndependent / Non - Executive Directors including a Woman Director. The Chairman of theBoard is a Promoter Non-Executive Director.
Mr. E. Subbarayan the Independent directors of the company for the F.Y. 2016-2017resigned on 31.10.2016 due to some personal reasons.
Mr. Thadalingam the Independent directors of the company for the F.Y. 2016-2017resigned on 31.10.2016 and was appointed as the Chief financial officer of the companyW.E.F 31.10.2016
Mr. Ramasubramanian and Mr. M Palanivel were appointed as an additional Independentdirector on 31.10.2016 and their appointment put forth to the shareholders for theirapproval for a period of 5 year till March 2021 and they are not liable to retire byrotation.
INDEPENDENT DIRECTORS DECLARATIONS
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149 of the companies Act 2013 which has beenrelied on by the company and placed at the board meeting of the company.
RETIREMENT BY ROTATION
In terms of Section 152 of the Companies Act 2013 Mrs. Sangita Tatia Director retiresby rotation at the ensuing Annual General Meeting and eligible offeres herself forre-appointment.
KEY MANAGERIAL PERSONNAL CHIEF FINANCIAL OFFICER
Pursuant to the provisions of section 203 of the Companies Act 2013 the key ManagerialPersonnel of the Company is Mr. Thadalingam Chief Financial Officer with effect from31.10.2016 during the financial year. The existing Chief Financial officer Ms. Hemamaliniresigned from the position on 31.10.2016.
The Board of Directors of the Company at their meeting held on 31 st January 2017appointed Mr. Venkateswaran as the Company Secretary of the Company. The Board furtherdesignated Mr. Venkateswaran Company Secretary as the Compliance Officer of the Companyw.e.f 31 /01 /2017
Pursuant to the provisions of the Companies act 2013 and in terms of Regulation 17(10)of the SEBI Listing Regulations the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of the audit and the Nomination & Remuneration Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.
The Board has on the recommendation of the Nomination & Remuneration Committeeapproved a policy for selection and appointment of directors senior management and theirremuneration.
M/s. KSubramanian &Co Statutory Auditors shall cease to be the Auditors of theCompany at the ensuing Annual General Meeting pursuant to the provisions of Companies Act2013. The Board of Directors in its meeting took note of the consent letter received fromM/s. J.V.Ramanujam & Co. Chartered accountants (Firm Registration No. 02947S) as thestatutory auditors of the company that if appointed they meet with the criteria ofrequirements. It is therefore proposed to appoint them for a period of five years subjectto consent of members at the Annual General Meeting
COMMENT ON STATUTORY AUDITOR'S REPORT
As regards the qualification given by the auditor in Point No. VII Annexure to AuditorReport. The Case is pending with the Honorable High Court of Madras.
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 Mr. P.S. Srinivasan Practising Company Secretaries (CP No. 3122)CompanySecretaries to undertake the secretarial audit of the company. The Secretarial AuditReport is annexed herewith as 'Annexure VI'.
COMMENT ON SECRETARIAL AUDITOR REPORT
With Reference to the remarks made by the secretarial auditor Mr. P.S. SrinivasanAssociate partner M/s. Lakshmmi Subramanian & Associates Practicing CompanySecretaries bearing (CP No. 3122) in the Secretarial Audit Report the company has takenthe corrective measures during the current financial year.
PERTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
According to Section 197(12) of the Companies Act 2013 read with rule 5(1) & 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014noneof the employees fall under the category specified under the said Section and the Rulesmade there-underthe disclosures are annexed with.
RELATED PARTIES TRANSACTIONS
The Company has entered into contract / arrangements / agreements with the relatedparties in the ordinary course of business and on arm's length basis. - Annexure -1 AOC 2.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 (the "Act") is enclosed at Annexure-ll in the prescribedform MGT-9 and forms part of this Report.
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguarded against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded and reported correctly.
The Internal Auditors review the efficiency and effectiveness of these systems andprocedures. Added objectives include evaluating the reliability of financial andoperational information and ensuring compliances with applicable laws and regulations. TheInternal Auditors submit their Report periodically which is placed before and reviewed bythe Audit Committee.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has in place apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2016-17 the Company has not received any complaints on sexual harassment.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management's Discussion and Analysis report for the year under review asstipulated under Regulation 34 of the Listing Regulations is presented in a separatesection forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as required under the Securities Board of Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter ListingRegulations) forms an integral part of this report. The requisite certificate from theAuditors of the Company confirming compliance with the conditions of corporate governanceis attached to the report on Corporate Governance.
NUMBER OF MEETINGS OF THE BOARD
The Board met Seven times during the financial year the details of which are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the companies act 2013
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Mr. Pannalal Jain Tatia the Director of the Company and formspart of the Annual Report and the website of the Company at www.ashramonline.in
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For details please refer to the Corporate Governance Reportattached to this Report and the website of the Company at www.ashramonline.in
CORPORATE SOCIAL RESPONSIBILITY
Your company is not having profits more than Rs.5 Crores in the Year 2016-17 andtherefore Constituting of a CSR Committee and its compliance in accordance with theprovisions of Section 135 of the Act does not arise.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Companies Act 2013 the Directorshereby confirm:
That in the Preparation of Final Accounts the applicable Accounting Standardshad been followed along with proper explanation relating to material departures;
That they had 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 at the end of the Financial Year and ofthe Profit or Loss of the Company for that period;
That they had taken proper and sufficient care for the maintenance of adequateAccounting Records in accordance with the provisions of the Act for safeguarding theAssets of the Company and for preventing and detecting fraud and other irregularities;
That they had prepared the Annual Accounts on a Going Concern basis.
That they laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and operating properly; and
That they have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS-BEFOREACKNOWLEDGEMNT IN DIRECTORS REPORT
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
The Board of Directors would like to thank all employees of the Company and alsoCompany's shareholders auditors customers and bankers for their continued support.
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By Order of the Board
| || |
For ASHRAM ONLINE.COM LIMITED
| ||Sd/- ||Sd/- |
| ||PANNALAL TATIA ||SANGITA TATIA |
|Place : Chennai ||Director ||Whole Time Director |
|Date : 28.08.2017 ||Din. 01208913 ||Din.No.06932448 |
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe 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 transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions at Arm's length basis.
|SL. No. ||Particulars ||Details |
|a) ||Name (s) of the related party & nature of relationship ||M/s. Tatia Global Vennture Ltd |
|b) ||Nature of contracts/arrangements/transaction ||Loan Given |
|c) ||Duration of the contracts/arrangements/transaction ||- |
|d) ||Salient terms of the contracts or arrangements or transaction including the value if any ||_ |
|e) ||Date of approval by the Board ||- |
|f) ||Amount paid as advances if any ||Rs. 10907497/- |
|SL. No. ||Particulars ||Details |
|a) ||Name (s) of the related party & nature of relationship ||Mr. Bharat Jain Tatia (Husband of Mrs. Sangita Tatia) |
|b) ||Nature of contracts/arrangements/transaction ||Rent |
|c) ||Duration of the contracts/arrangements/transaction ||11 Months |
|d) ||Salient terms of the contracts or arrangements or transaction including the value if any ||Office premises hired on lease |
|e) ||Date of approval by the Board ||15th November 2016 |
|f) ||Amount paid as advances if any (Security Deposit) ||Rs. 165000/- |