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Asia Capital Ltd.

BSE: 538777 Sector: Financials
NSE: N.A. ISIN Code: INE131Q01011
BSE LIVE 09:45 | 22 Mar Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 12.50
PREVIOUS CLOSE 10.00
VOLUME 10
52-Week high 12.50
52-Week low 12.50
P/E 30.49
Mkt Cap.(Rs cr) 3.86
Buy Price 12.50
Buy Qty 545.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.50
CLOSE 10.00
VOLUME 10
52-Week high 12.50
52-Week low 12.50
P/E 30.49
Mkt Cap.(Rs cr) 3.86
Buy Price 12.50
Buy Qty 545.00
Sell Price 0.00
Sell Qty 0.00

Asia Capital Ltd. (ASIACAPITAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 31ST Annual Report ofyour Company together with the Audited financial Statements for the financial year ended31ST March 2015.

1. Financial Highlights

The financial performance of your Company for the year ended 31STMarch 2015 is summarized below:

Particulars Amount (Rs.)
FY 2014-15 FY 2013-14
Gross Income 433144452 111062580
Profit Before Interest and Depreciation 873616 572607
Finance Charges Nil Nil
Gross Profit 873616 572607
Provision for Depreciation 22203 7317
Net Profit Before Tax 851413 565290
Provision for Tax 265272 174675
Net Profit After Tax 586141 390615
Proposed Dividend Nil Nil
Transfer to Special Reserve (RBI) 117228 78123
Paid-up Share Capital 30920000 30920000
Reserves and Surplus 1489125 1111548

2. Year in Retrospect

During the year under review total income of the Company was Rs. 4331.44 lacs asagainst Rs. 1110.63 lacs in the previous year. The Company was able to earn a profitafter tax of Rs. 5.86 lacs in the current financial year as against a profit of Rs. 3.90lacs in the financial year 2013-2014. Your Directors are putting in their best efforts toimprove the performance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2014-15 and the previousyear are as follows:

(Rs. In lacs)

Particulars FY 2014-15 FY 2013-14
Securities Premium Account Nil Nil
Special Reserve (RBI) 2.23 1.06
Profit & Loss A/c (Cr.) 12.66 10.06
Total 14.89 11.12

4. Public deposits

During the financial year 2014-15 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

5. Material Changes after the close of the financial year

Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company has occurred between the end of thefinancial year of the Company 31ST March 2015 till the date of thisreport.

6. Dividend

The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.

7. Subsidiaries/Joint Ventures/Associates

As on 31ST March 2015 the Company had no Subsidiaries JointVentures (JVs) or Associate Companies. Accordingly statement containing the salientfeature of the financial statement of a company’s subsidiary or subsidiariesassociate company or companies and joint venture or ventures in Form AOC-1 is notapplicable.

The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year: Nil

Policy for determining material subsidiaries of the Company has been provided on thewebsite www.asiacapital.in.

8. Change in the nature of business

There has been no major change in the nature of business of your Company. Further sincethere is no subsidiary joint venture and associate company there is no question formentioning of change in nature of business of such companies.

9. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act 2013 the Company has appointed thefollowing as Independent Directors of the Company at the Annual General Meeting of yourCompany held on 30TH September 2014 to hold office up to 5 (five)consecutive years up to 31 ST March 2019.:

• Mr. Atul Aggarwal

• Mr. Saurabh Madan

• Ms. Shallu Jain

In accordance with the provisions of section 149 of the Companies Act 2013 all theindependent directors are non rotational. The details of the familiarization programmesfor Independent Directors are disclosed on the Company’s website –www.asiacapital.in

In terms of Section 203 of the Act the following were designated as Key ManagerialPersonnel of your Company by the Board:

• Mr. Deepak Kumar Jain Managing Director

• Mr. Ankit Jain Chief Financial Officer

• Ms. Preeti Chauhan Company Secretary

Details of change in the Board of Directors and the Key Managerial Personnel duringthe year under review are as below:

Name Designation Date of Appointment Date of Resignation Date of change in designation
Mr. Ankit Jain Chief Financial Officer 12-05-2014 N.A. N.A.
Ms. Preeti Chauhan Company Secretary 15-05-2014 N.A. N.A.

Mr. Surendra Kumar Jain is liable to retire by rotation in the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment. Directors recommend hisre-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Managementpersonnel of the Company and the same are posted on the Company’s website. All BoardMembers and Senior Management personnel have affirmed compliance with the Code of Conduct.The Managing Director has also confirmed and certified the same. The certification isenclosed at the end of the Report on Corporate Governance.

10. Declaration of Independence

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as Clause49 of the Listing Agreement.

11. Disclosure of commission paid to managing or whole time directors

There is no commission paid or payable by your company to the managing director or thewhole time director.

12. Number of meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting No. of Meeting Dates of Meeting
Board of Directors Seven (7) 16-04-2014 12-05-2014 15-05- 2014 11-08-2014 11-10-2014 13- 11-2014 & 09-02-2015

13. Annual Evaluation of Board performance and performance of its committees andindividual directors

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual evaluation of its own performanceperformance of the Directors individually as well as the evaluation of the working of itsCommittees. Feedback was sought from Directors about their views on the performance of theBoard covering various criteria. Feedback was also taken from directors on his assessmentof the performance of the other Directors. The Nomination and Remuneration Committee (NRC)then discussed the above feedback received from all the Directors. Based on the inputsreceived the Chairman of the NRC also made a presentation to the Independent Directors attheir meeting summarizing the inputs received from the Directors as regards Boardperformance as a whole and of the Chairman. Post the meeting of the IndependentDirectors their collective feedback on the performance of the Board (as a whole) wasdiscussed by the Chairman of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. Areas onwhich the Committees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.Feedback was provided to the Directors as appropriate. Significant highlights learningand action points arising out of the evaluation were presented to the Board.

14. Remuneration Policy for the Directors Key Managerial Personnel and otheremployees

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreementthe Board of Directors of the Company has formulated the Nomination and RemunerationPolicy of your Company on the recommendations of the Nomination and RemunerationCommittee.

The Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters is set-out in Annexure-I to this Report.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Ms. Shallu Jain– Chairman (Independent Director)

2. Mr. Atul Aggarwal– Member (Independent Director)

3. Mr. Deepak Kumar Jain– Member (Executive Director)

Stakeholders Relationship Committee:

1. Ms. Shallu Jain– Chairman (Independent Director)

2. Mr. Atul Aggarwal– Member (Independent Director)

3. Mr. Deepak Kumar Jain– Member (Executive Director)

Nomination and Remuneration Committee:

1. Ms. Shallu Jain– Chairman (Independent Director)

2. Mr. Atul Aggarwal– Member (Independent Director)

3. Mr. Surendra Kumar Jain– Member (Non-Executive Director)

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by theBoard.

17. Conservation of Energy Technology Absorption

The information on conservation of energy and technology absorption stipulated underSection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 is attached as Annexure-II.

18. Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in Annexure-III to this Report.

19. Related Party Transactions

In line with the requirements of the Companies Act 2013 and the Listing Agreement theCompany has formulated a Policy on Related Party Transactions and the same is uploaded onthe Company’s website: www.asiacapital.in. Details of Related Party Transactions asper AOC-2 are provided in Annexure-IV.

20. Loans and Investments

Disclosure of details of loans guarantees and investments under Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014are not applicable on your Company as it is a Non Banking Finance Company (NBFC)registered with the Reserve Bank of India.

21. Extract of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT-9 is provided in

Annexure-V.

22. Auditors and auditors’ report:

At the last Annual General Meeting of the Company M/s. Prakash & SantoshChartered Accountants New Delhi were appointed as the Auditors to hold office till theconclusion of the ensuing Annual General Meeting.

M/s Prakash & Santosh Chartered Accountants who retire at the ensuing AGM of yourCompany are eligible for re-appointment. Your Company has received written consent and acertificate stating that they satisfy the criteria provided under Section 141 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 and that theappointment if made shall be in accordance with the applicable provisions of theCompanies Act 2013 and rules issued thereunder. The Audit Committee and the Board ofDirectors recommend the appointment of M/s Prakash & Santosh Chartered Accountants asthe Auditors of your Company for the financial year 2015-16 till the conclusion of thenext AGM.

The Auditors’ Report for the financial year 2014-15 does not contain anyqualification observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

23. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014; the Secretarial AuditReport provided by the Secretarial Auditors is annexed as Annexure-VI.

The Secretarial Auditors’ Report for the financial year 2014-15 does not containany qualification observation or adverse remarks and accordingly no comments required byyour Board of Directors on the same.

24. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. The Companyhas an Internal Control System commensurate with the size scale and complexity of itsoperations.

In terms of section 138 of the Companies Act 2013 M/s Shiv Saroj & AssociatesChartered Accountants has been appointed as the Internal Auditors of your Company. TheCompany also has an Audit Committee who interacts with the Statutory Auditors InternalAuditors and Management in dealing with matters within its terms of reference.

25. Risk management

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment. Your Company through its risk managementprocess strives to contain impact and likelihood of the risks within the risk appetite asdecided by the management.

There are no risks which in the opinion of the Board threaten the existence of yourCompany.

26. Cost Records and Cost Audit Report

In terms with the provisions of section 148 of the Companies act 2013 read with theCompanies (Cost records and audit) Rules 2014 maintenance of cost records and appointmentof Cost Auditors are not applicable on your Company.

27. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour.

Pursuant to Section 177(9) of the Companies Act 2013 and clause 49 of the listingagreement a vigil mechanism was established for directors and employees to report to themanagement instances of unethical behavior actual or suspected fraud or violation of theCompany’s code of conduct or ethics policy. The copy of vigil mechanism policy isuploaded on the website of your company.

28. Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges and relevantsections of the Act the Management Discussion and Analysis Report is annexed asAnnexure-VII. Further a Report on Corporate Governance and Certificate on compliance ofClause 49 is annexed as Annexure-VIII.

29. Code of Conduct for Prevention of Insider Trading

Your Company’s Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to RegulateMonitor and Report Trading by Insiders has also approved the Code for Fair Disclosure inline with SEBI (Prohibition of Insider Trading) Regulation 2015 and the same can beaccessed on company’s website – www.asiacapital.in.

30. Corporate Social Responsibility

Provisions of the Corporate Social Responsibility as mentioned under the Companies Act2013 is not applicable on the Company.

31. Significant/material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

32. Disclosures required under the Non-Systemically Important Non-Banking

Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions 2015

There was no auction conducted by the Company during the financial year in respect ofdefaulter in any loan accounts.

33. General

Your Board of Directors confirms that (a) Your Company has not issued equity shareswith differential rights as to dividend voting or otherwise; (b) Your Company does nothave any ESOP scheme for its employees/Directors; and (c) there is no scheme in yourCompany to finance any employee to purchase shares of your Company.

34. Directors’ Responsibility Statement

Pursuant to Section 134(3) (c) and 134(5) of the Companies Act 2013 the Directorsconfirm that:

a. in the preparation of the annual accounts for the financial year ended 31STMarch 2015 the applicable accounting standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;

b. the Directors have 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 your Company as at 31STMarch 2015 and of the profit and loss of the Company for the financial year ended 31STMarch 2015;

c. 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. the annual accounts have been prepared on a ‘going concern’ basis;

e. proper internal financial controls laid down by the Directors were followedby the Company and that such internal financial controls are adequate and were operatingeffectively; and

f. proper systems to ensure compliance with the provisions of all applicablelaws were in place and that such systems were adequate and operating effectively.

35. Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE). The listing fee for thefinancial year 2015-16 has been paid to BSE.

36. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation forthe cooperation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and co-operation extended by the valued business associates and thecontinuous patronage of the customers of the Company.

For and on Behalf of the Board

For Asia Capital Limited

Deepak Kumar Jain Surendra Kumar Jain
Date: 20TH July 2015 Chairman cum Managing Director Director
Place: Delhi DIN:00098116 DIN:00097859

ANNEXURE-I TO THE BOARD’S REPORT

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is formulated in compliance with Section 178 ofthe Companies Act 2013 read along with the applicable rules thereto and Clause 49 of theListing Agreement as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.

Definitions:

"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;

"Key Managerial Personnel" means:

i. Managing Director or Chief Executive Officer or Manager and in theirabsence a

Whole-time Director;

ii. Chief Financial Officer;

iii. Company Secretary; and

iv. Such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who aremembers of its core management team excluding Board of Directors comprising all members ofmanagement one level below the Executive Directors including the functional heads.

Objective:

The objective of the policy is to ensure that

• the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully; • relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and

• Remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC are inter alia includes the following:

• To formulate criteria for determining qualifications positive attributes andindependence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director’s performance.

• To recommend to the Board the appointment and removal of Directors and SeniorManagement.

• To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

• To devise a policy on Board diversity composition size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to timeand / or enforced by any statutory notification amendment or modification as may beapplicable.

• To perform such other functions as may be necessary or appropriate for theperformance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend his/her appointment as per Company’s Policy.

b) A person should possess adequate qualification expertise and experience forthe position he/she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient/satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution.

TERM/TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.

RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director/Whole-time Directors:

a) The Remuneration/Commission etc. to be paid to Managing Director/Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations tothe Board of Directors as it may consider appropriate with regard to remuneration toManaging Director/Whole-time Directors.

2) Remuneration to Non- Executive/Independent Directors:

a) The Non-Executive/Independent Directors may receive sitting fees and suchother remuneration as permissible under the provisions of Companies Act 2013. The amountof sitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive/Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and alsoshall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive/Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied:

i) The Services are rendered by such Director in his capacity as theprofessional; and

ii) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

e) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/Purchase Schemes shall determine the stockoptions and other share based payments to be made to Directors (other than IndependentDirectors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shallconsist of fixed pay and incentive pay in compliance with the provisions of the CompaniesAct 2013and in accordance with the Company’s Policy.

b) The Fixed pay shall include monthly remuneration employer’scontribution to Provident Fund contribution to pension fund pension schemes etc. asdecided from to time.

c) The Incentive pay shall be decided based on the balance between performanceof the Company and performance of the Key Managerial Personnel and Senior Management tobe decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

• The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

• Company shall disclose the remuneration policy and evaluation criteria in itsAnnual Report.

• The Committee may Delegate any of its powers to one or more of its members.

ANNEXURE-II TO THE BOARD’S REPORT

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014

A. Conservation of energy
(i) The steps taken or impact on conservation of energy
(ii) The steps taken by the company for utilising alternate sources of energy N.A. (General measures for conservation of energy are pursued on an ongoing basis)
(iii) The capital investment on energy conservation equipments N.A.
B. Technology absorption
(i) The efforts made towards technology absorption No new Technology has been adopted during the year under review
(ii) The benefits derived like product improvement cost reduction product development or import substitution N.A.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) The details of technology imported N.A.
(b) The year of import N.A.
(c) Whether the technology been fully absorbed N.A.
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof N.A.
(iv) Expenditure on Research & Development C. Foreign exchange earnings and Outgo N.A.
(a) Total Foreign Exchange Earnings in 2014-15 (Equivalent Rs.) Nil
(b) Total Foreign Exchange outgo in 2014-15 (Equivalent Rs.) Nil

ANNEXURE-III TO THE BOARD’S REPORT

INFORMATION REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

A. Ratio of remuneration of each Director to the median remuneration of all theemployees of Your Company for the financial year 2014-15 is as follows:

Name of the Director Total Ratio of remuneration
Remuneration of director to the
(Rs.) Median remuneration
Mr. Deepak Kumar Jain Nil N.A.
Mr. Surendra Kumar Jain Nil N.A.
Mr. Manoj Kumar Jain Nil N.A.
Mr. Saurabh Madan Nil N.A.
Mr. Atul Aggarwal Nil N.A.
Ms. Shallu Jain Nil N.A.

B. Details of percentage increase in the remuneration of each Director and CFO &Company Secretary in the financial year 2014-15 is as follows:

Name Designation Remuneration (Rs.) Increase
2014-15 2013-14 %
Mr. Deepak Kumar Jain Managing Director Nil Nil N.A.
Mr. Surendra Kumar Jain Director Nil Nil N.A.
Mr. Manoj Kumar Jain Director Nil Nil N.A.
Mr. Saurabh Madan Director Nil Nil N.A.
Mr. Atul Aggarwal Director Nil Nil N.A.
Ms. Shallu Jain Director Nil Nil N.A.
Mr. Ankit Jain Chief Financial Officer* 531660 N.A. N.A.
Ms. Preeti Chauhan Company Secretary* 171000 N.A. N.A.

* Appointed during the financial year 2014-15.

C. Percentage increase in the median remuneration of all employees in the financialyear 2014-15:

2014-15 2013-14 Increase (%)
Median remuneration of all employees per annum 987660 312000 216.56%

D. Number of permanent employees on the rolls of the Company as on 31STMarch

2015:

Category Number of Employee
1 Executive Manager Cadre 3 (MD CS & CFO)
2 Staff 1
3 Other lower level employees 1
Total 5

E. Explanation on the relationship between average increase in remuneration and CompanyPerformance:

The increase in average remuneration of all employees in the financial year 2014-15 ascompared to the financial year 2013-14 was 216.56%.

The key indices of Company’s performance are:

(Rs. In lacs)

2014-15 2013-14 Growth (%)
Total Revenue 4331.44 1110.63 289.99%
Profit Before Tax 8.51 5.65 50.62%
Profit after Tax 5.86 3.91 49.87%

Your Company is committed in ensuring fair pay and a healthy work environment for allits employees. Your Company offers competitive compensation to its employees.

F. Comparison of the remuneration of the Key Managerial Personnel against theperformance of Your Company:

The remuneration of Key Managerial Personnel increased by N.A. in 2014-15 compared to2013-14 whereas the Profit before Tax increased by 50.62% in 2014-15 compared to2013-14.

G. Details of Share price and market capitalization:

The details of variation in the market capitalization and price earnings ratio as atthe closing date of the current and previous financial years are as follows:

As on 31ST March 2015 As on 31ST March 2014 Increase/ (decrease) in %
Price Earnings Ratio* N.A. N.A. N.A.
Market Capitalisation (Amount in Rs. Cr)* N.A. N.A. N.A.
Networth (Amount in Rs. Cr) 324.09 320.32 1.17%

* The Company was earlier listed on the Delhi Stock Exchange Ltd.(DSE). The Company getlisted on BSE Ltd. only in the year 2014-15. However there was no trading in the scrip ofthe Company during the financial year 2014-15.

Comparison of share price at the time of first public offer and market price of theshare of 31ST March 2015: N.A.

H. Comparison of average percentage increase in salary of employees other than the keymanagerial personnel and the percentage increase in the key managerial remuneration:

(Amount in Rs.)

2014-15 2013-14 Increase/

(decrease) in %

Average salary of all Employees (other than Key Managerial Personnel) 285000 312000 (8.65%)
Salary of MD & CEO Nil Nil N.A.
Salary of CFO & CS 702660 N.A. N.A.

The increase in remuneration of employees other than the managerial personnel is inline with the increase in remuneration of managerial personnel and market practices.

I. Key parameters for the variable component of remuneration paid to the Directors:

There is no variable component of remuneration payable to any director of your Company.

J. There are no employees of the Company who receive remuneration in excess of thehighest paid Director of the Company: N.A. (none of the directors is taking any salary)

K. Affirmation:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration Policy of yourCompany.

L. Statement containing the particulars of employees in accordance with Rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

List of employees of the Company employed throughout the financial year 2014-15 andwere paid remuneration not less than Rs. 60 lakhs per annum: Nil

Employees employed for the part of the year and were paid remuneration during thefinancial year 2014-15 at a rate which in aggregate was not less than Rs. 5 lakhs permonth: Nil

ANNEXURE-IV TO THE BOARD’S REPORT 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 not at Arm’s lengthbasis.

Particulars Details
1 Name (s) of the related party & nature of relationship N.A.
2 Nature of contracts/arrangements/transaction
3 Duration of the contracts/arrangements/transaction
4 Salient terms of the contracts or arrangements or transaction including the value if any
5 Justification for entering into such contracts or arrangements or transactions’
6 Date of approval by the Board
7 Amount paid as advances if any
8 Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm’s lengthbasis

Particulars Details
1 Name (s) of the related party & nature of relationship N.A.
2 Nature of contracts/ arrangements/ transaction
3 Duration of the contracts arrangements/ transaction
4 Salient terms of the contracts or arrangements or transaction including the value if any
5 Date of approval by the Board
6 Amount paid as advances if any

 

For and on Behalf of the Board

For Asia Capital Limited

Deepak Kumar Jain€ Surendra Kumar Jain
Date: 20TH July 2015 Chairman cum Managing Director Director
Place: Delhi DIN:00098116 DIN: 00097859

ANNEXURE-VI TO THE BOARD’S REPORT

Form No. MR-3

Secretarial Audit Report for the Financial Year Ended on March 31 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

The Members

Asia Capital Limited

100 Vaishali Pitampura

Delhi-110 034

Company No. L65993DL1983PLC016453

Authorised Capital Rs. 32500000/-

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Asia Capital Limited(hereinafter called " the Company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for revaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31ST March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliances– mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

I have examined books papers minute books forms and returns filed and other recordsmaintained by Asia Capital Limited ("the Company") for the financial year endedon 31ST March 2015 according to provisions of:-

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial borrowings; (NotApplicable);

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) viz:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; Not Applicable

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; Not Applicable

(e) The Securities and Exchange Board of India (Issue and listing of Debt Securities)Regulations 2008 Not Applicable

(f) The Securities and Exchange Board of India (Registrars to Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 Not Applicable

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 Not Applicable

(vi) Other laws specifically applicable to the Companies:-

(a) RBI Act 1934

(b) Credit Information Companies (Regulation) Act 2005

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited and Delhi Stock Exchange Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I FURTHER REPORT THAT

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

I FURTHER REPORT THAT there are adequate systems and process in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I FURTHER REPORT THAT during the audit period the Equity Shares of the Company havebeen listed with ‘Bombay Stock Exchange’.

For CS SANGEETA HARPALANI
Company Secretary
Place: Delhi Sangeeta Harpalani
Date: 20-07-2015 FCS 6094; C.P. No. 8123

*This report is to be read with our letter of even date which is annexed as’Annexure A’ and forms an integral part of this report.

"Annexure-A"

To The Members Asia Capital Limited

100 Vaishali Pitampura

Delhi-110 034

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management ofthe company. Our responsibility is to express an opinion on these secretarial recordsbased on our audit.

2. We have followed the audit practices and processes as were appropriate toobtain reasonable assurance about the correctness of the contents of the Secretarialrecords. The verification was done on test basis to ensure that correct facts arereflected in secretarial records. We believe that the processes and practices we followedprovide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial recordsand Books of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable lawsrules regulations standards is the responsibility of management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with which the managementhas conducted the affairs of the company.

For CS SANGEETA HARPALANI
Company Secretary
Place: Delhi Sangeeta Harpalani
Date: 20-07-2015 FCS 6094; C.P. No. 8123

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