Your Directors have pleasure in presenting the 24th Annual Report of your companytogether with the Auditors Report for the year ended 31st March 2015.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2015.
| || ||Rupees in lacs |
|Particulars ||31/3/2015 ||31/03/2014 |
|Profit/(Loss) from capital market operations ||30.26 ||25.11 |
|Profit/(Loss) before depreciation Interest & tax ||12.82 ||16.10 |
|Interest ||0.00 ||0.00 |
|Depreciation ||15.83 ||15.92 |
|Profit/(Loss) before tax ||-3.01 ||0.18 |
|Provision for tax ||0.00 ||0.00 |
|Deferred tax ||0.00 ||0.00 |
|Profit/(Loss) after tax ||-3.01 ||0.18 |
2. BUSINESS & PERFORMANCE
During the year under review the Company has made a loss of Rs. -3.01 lacs for thefinancial year 2014-2015 as compared to standalone profit of Rs.0.18 lacs for thefinancial year 2013-2014.
In order to conserve resources the Board of Directors have decided not to declare anydividend for the current financial year 2014-15.
4. TRANSFER TO PROFIT & LOSS ACCOUNT
Your Company proposes to transfer Rs. -300858/- to the General Reserve
5. 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.
6. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT
The Company has given loan of Rs. 65644888/- under Section 186 of the Act during thefinancial year 2014-15.The Company has not given any guarantee nor made any investmentsduring the Financial year 2014-2015.
7. 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 31st March 2015.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION
In terms of Section 152 of the Companies Act 2013 Mrs. Sangita Tatia who retire byrotation at the forthcoming AGM and is eligible for re-appointment. Mrs. Sangita Tatiaoffered herself for re-appointment. Brief profile is mentioned in the Notice offorthcoming Annual General Meeting of the company.
Pursuant to the provisions of clause 49 of the Listing Agreement entered into with theStock Exchange Mr. E. Subbarayan and Mr. Jetender are the Independent Directors of theCompany and appointment was made for 5 years at the 23rd AGM.
KEY MANAGERIAL PERSONNAL
Ms. Hemamalini was appointed as the Chief Financial Officer of the Company with effectfrom 22.08.2014 during the financial year.
The Company is yet appoint company secretary and had given advertisement and circularsat the institute of company secretary (ICSI)
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Executive Directors was carriedout by the Independent Directors.
10. STATUTORY AUDITORS
M/s. K.Subramanyam & Co. Chartered Accountants (Firm Registration Number 004146S)have been appointed as statutory auditors of the company at the last Annual GeneralMeeting held on 29/09/2014 to hold office till the conclusion of the twenty first AnnualGeneral Meeting of the company.
The Board of Directors of the company has recommended the appointment of Messrs.K.Subramanyam & Co. Chartered Accountants (Registration Number 004146S) as statutoryauditors of the company from the conclusion of twenty first Annual General Meeting tillthe conclusion of twenty fifth Annual General Meeting of the company subject to theratification of appointment of Statutory Auditors at every annual general meeting by theshareholders.
11. COMMENT ON STATUTORY AUDITOR'S REPORT
As regards the qualification given by the statutory auditor Mr. K. SubramanianChartered Accountants bearing (Membership No. 023663 Regn. No. 004146S) in Point No. IXAnnexure to the Auditor Report. The company has filed a writ petition and stay petitionwith the honourable High court of Madras. The Company continues to adopt best practices toensure a regime of unqualified financial statements.
12. SECRETARIAL AUDITORS
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 Lakshmmi Subramanian & Associates Practising Company Secretaries(CPNo.1087: FCS:3534)Company Secretaries to undertake the secretarial audit of the company.The Secretarial Audit Report is annexed herewith as 'Annexure VI'.
13. 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.
According to Section 197(12) of the Companies Act 2013 read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014none of theemployees fall under the category specified under the said Section and the Rules madethere-under.
15. RELATED PARTIES TRANSACTIONS
The Company has entered into contract / arrangements with the related parties in theordinary course of business and on arm's length basis. Thus provisions of Section 188(1)of the Act are not applicable.- Annexure - I details to be given- AOC 2
16. 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-II in the prescribedform MGT-9 and forms part of this Report.
17. RISK MANAGEMENT
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.
18. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) 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 year2014-15 the Company has not received any complaints on sexual harassment.
19. MANAGEMENT DISCUSSION & ANALYSIS REPORT
As per Clause 49 of the listing agreement entered into with the stock exchangesManagement Discussion and Analysis report (ANNEXURE IV) and Corporate Governance Reportwith Auditors' certificate thereon (ANNEXURE-V) are attached and form part of this report.
20. 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 stipulated under the Listing Agreement forms an integral part of thisReport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of corporate governance is attached to the report on CorporateGovernance.
21. NUMBER OF MEETINGS OF THE BOARD
Seven meetings of the Board of Directors of the Company were held during the year. Fordetail of the meetings please refer to the Corporate Governance Report which forms partof this Report.
22. 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. S.P. Bharat Jain Tatia the Managing Director of the Companyand forms part of the Annual Report and the website of the Company at www.ashramonline.in
23. VIGIL MECHANISM
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
24. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notattracted to the company as per the act and no committee is required to be form.
25. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2015 and of the profit of the Company for the year ended on thatdate;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
26. 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.
| ||On behalf of the Board of Directors |
| ||For ASHRAM ONLINE.COM LIMITED |
| ||Sd/- |
| ||SANGITA TATIA |
| ||Whole Time Director |
| ||Din.No.06932448 |
|Place: Chennai || |
|Date: 28.8.2015 || |