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Adharshila Capital Services Ltd.

BSE: 539493 Sector: Financials
NSE: N.A. ISIN Code: INE269F01012
BSE 05:30 | 01 Jan Adharshila Capital Services Ltd
NSE 05:30 | 01 Jan Adharshila Capital Services Ltd

Adharshila Capital Services Ltd. (ADHARSHILACAP) - Director Report

Company director report

To

The Members

The Directors have pleasure in presenting the 28th AnnualReport and the Audited Statements of Accounts of your Company for the year ended 31stMarch 2021.

FINANCIAL RESULTS

The financial results of the Company for the year ended on 31stMarch 2021 are as under:-

(In Rupees)

DETAILS Year Ended 31.03.2021 Year Ended 31.03.2020
Total Revenue 2133541 2364394
Profit/ (Loss) before Depreciation Tax (23276) 185104
Less : Depreciation 19728 13764
Contingent provisions against Standard Assets - -
Profit before Tax (3548) 171340
Less: Provision for tax:-
- Current Tax - -
- MAT Credit entitlement - 172334
- Deferred Tax Charge/(Credit) (179242) (4495650)
Profit / (Loss) after Taxation 175694 4494656
Total Other Comprehensive Income (36714679) (9043061)
Profit/(Loss) for the Year after comprehensive income (36538985) (4548405)
Prior Period Items - -
Add: Balance Brought Forward 5880853 1420397
Surplus carried to Balance Sheet 6022347 5880853

COMPANY'S PERFORMANCE

During the year under review our revenue has decreased to Rs.2133541 as against the revenue of Rs. 2364394 in the previous year. The company hasincurred a profit after tax of Rs. 175694/- as against the profit of Rs. 4494656 /- inthe previous year.

CHANGE IN THE NATURE OF THE BUSINESS

During the year under review there is no change in the nature of thebusiness of the company.

DIVIDEND

The Board of Directors has not recommended any dividend for thefinancial year 2020-21.

SHARE CAPITAL

During the year under review the Company has neither issued any EquityShares Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equityas on 31st March 2021. The Company has not bought back any equity shares during the year2020-21.

As on 31st March 2021 none of the Directors of the Companyhold shares of the Company except Mrs. Amita Adlakha Managing Director of the Companywho is holding 700000 (12.73%) equity shares and Mr. Rajindar Kumar Khanna who is holding2200 (0.04%) equity shares.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mrs. Amita Adlakha Managing Director of theCompany is liable to retire by rotation and being eligible offers herself forreappointment. The Board recommends the re-appointment of Mrs. Amita Adlakha as ManagingDirector in the ensuing Annual General Meeting of the Company. Brief profile of Mrs. AmitaAdlakha and her Qualification Experiences along with the name of listed entities in whichshe holds the Directorship/Membership of the Committees of the Board as stipulated underRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are given as Annexure to the Notice convening the Annual General Meeting During theyear under review Mr. Tushar Malhotra has been resigned from the post of CompanySecretary cum Chief Financial Officer w.e.f. 31st January 2021. And Mr. AshokKumar Bansal has been appointed as Company Secretary cum Chief Financial Officer w.e.f. 01stJune 2021.

All the Directors have made necessary disclosures as required undervarious provisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuringcompliance with the provisions of Section 134(3) (c) read with Section 134(5) of theCompanies Act 2013 and state that:

i. In the preparation of Annual Accounts for the year ended March 31 2021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

ii. they have selected appropriate accounting policies and have 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 as at March 31 2021 andof the loss of the Company for the year ended on that date.

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

AUDITORS

Pursuant to the applicable provisions of the Act the members of theCompany at their 24th AGM of the Company held in the year 2017 appointed M/sRajendar K. Kumar & Associates as Statutory Auditors of the Company to hold officefrom 24th AGM till the conclusion of 29th AGM to be held in calendaryear 2022.

AUDITORS' REPORT

The Notes on financial statement referred to in the Auditors'Report are self explanatory and do not call for any further comments. The Auditors'Report does not contain any qualification reservation or adverse remark.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andother applicable provisions if any the Company has appointed M/s Akshat Garg &Associates (CP No. 10655) Practicing Company Secretaries Ghaziabad for SecretarialAudit of the Company for the Financial Year 2020-21.

The Secretarial Audit Report for the financial year ended 31stMarch 2021 is attached and marked as "Annexure-1" and forms part of theBoard Report. The observation made by the Secretarial Auditors in their report are selfexplanatory and therefore do not call for any further explanations/comments. TheSecretarial Auditors' Report does not contain any qualification reservation oradverse remark.

DETAILS OF DEPOSITS COVERED UNDER SECTION 73 OF THE COMPANIES ACT 2013

Your Company has neither accepted nor renewed any deposit within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014. There were no unclaimed deposits at the end of Financial Year i.e.31st March 2021.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2020-21 the Board of Directors duly metSeven (7) times details of which are provided in the Corporate Governace Report.The maximum interval between any two meetings didn't exceed 120 days as prescribedin the Companies Act 2013.

INDEPENDENT DIRECTORS

The Independent Directors of your Company have confirmed that they meetthe criteria of independence as prescribed under Section 149 of the Act and Regulation 16of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

COMPOSITION OF AUDIT COMMITTEE

The Company has in place Audit Committee as per the provisions ofsection 177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The details of terms of reference compositionof the Audit Committee number and dates of meeting held attendance of members and otherdetails are given separately in the attached Corporate Governance Report. The AuditCommittee satisfies the requirements of Section 177 of the Companies Act 2013 read withRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.All recommendations made by the Audit Committee during the year were accepted by theBoard.

SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any Subsidiary and or any Joint VentureCompany or Associate Company.

EXTRACT OF ANNUAL RETURN

As per the provisions of Section 92 of the Companies Act 2013 readwith Rule 12 of Companies (Management and Administration) Rules 2014 the extract of theAnnual Return is annexed herewith and marked as "Annexure II" to thisBoard's report. The extract of Annual Return is also available on the Company'swebsite i.e. www.adharshilacapital.in and weblink of the same ishttp://www.adharshilacapital.in/uploads/board-meeting/MGT-9-Adharshila.pdf

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has adopted a Vigil Mechanism/ Whistle Blower Policy (the"Policy") which lays down the principles and standards governing the managementof grievances and concerns of employees and directors of the Company. The Mechanism shallenable the employees and the directors of the Company to report their genuine concerns orgrievances about the actual and potential violation of the principles and standards laydown herein. Vigil mechanism shall provide for adequate safeguards against victimizationof directors and employees who avail such mechanism and also make provisions for directaccess to the Chairperson of Audit Committee in exceptional cases. The aforesaid policycan be accessed on the Company's website i.e. www. adharshilcapital.in and weblink ofthe same is http://adharshilacapital.in/uploads/policies/vigil-mechanism-policy.pdf

NOMINATION & REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act 2013and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has a Nomination & Remuneration Committee and the details of terms ofreference number and dates of meeting held attendance and other details are givenseparately in the attached Corporate Governance Report. The Board on the recommendation ofNomination & Remuneration Committee framed a policy for selection and appointment ofDirectors senior managerial personnel and their remuneration. The aforesaid policy can beaccessed on the Company's website i.e. www.adharshilacapital.in and weblink of thesame is http://www.adharshilacapital.in/uploads/policies/nomination-and-remunerationpolicy.pdf

FORMAL ANNUAL EVALUATION

In terms of the requirement of the Companies Act 2013 and the ListingRegulations an annual performance evaluation of the Board and that of its Committees viz.Audit Committee Nomination and Remuneration Committee and Stakeholders' RelationshipCommittee as well as evaluation of performance of Directors' individually has beencarried out. The manner in which the evaluation has been carried out has been explained inthe attached Corporate Governance Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THECOMPANIES ACT 2013

The Company being a Non-Banking Finance Company (NBFC) the provisionof Section 186 of the Companies Act 2013 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO IN SECTION 188(1) OF THE COMPANIES ACT 2013

All related party transactions entered during the year are negotiatedon an arms-length basis and are in ordinary course of business. There have been nomaterially significant related party transactions made by the Company with the promoterskey managerial personnel and/ or with any director of the Company. Hence the disclosure asrequired in Section 134(3)(h) in the prescribed form AOC-2 is not required. Further thesuitable disclosure as required in IND AS-24 regarding Related Party transactions has beenmade in the notes to financial statements. The Company's policy for Related PartyTransaction placed it on Company website i.e. www.adharshilcapital.in and weblink of thesame is http://adharshilacapital.in/uploads/policies/rpt-policy.pdf.

PARTICULARS OF EMPLOYEES

Currently Company is not paying remuneration to anyDirector/Independent Directors/Non-Executive Directors or Managing Director. Thereforeparticulars of employees as required under section 197 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired to be provided in the report. However the information on employees'particulars is available for inspection by the members at the Registered Office of theCompany during business hours on working days of the Company up to the date of the ensuingAGM. If any member is interested in obtaining a copy thereof such member may write to theCompany Secretary of the Company in this regard.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

Since the company is a Finance and Investment Company and has nomanufacturing activity or other operations. Therefore the provisions of Section 134(3)(m)of the Companies Act 2013 read with Companies (Accounts) Rules 2014 are not applicable.There were no foreign exchange earnings or outgoing during the financial year ended 31stMarch 2021.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3)read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided together with compliance certificate from practicing CompanySecretary on the Compliance of the condition of Corporate Governance forms a part of theReport and is given separately annexed and marked as "Annexure-III".

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate Report on Management Discussion and Analysis for the yearunder review as stipulated under regulation 34 (2) (e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is enclosed herewith and marked as "Annexure-IV".

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal control relating to thenature of the business of the Company. A note has been provided under ManagementDiscussion and Analysis Report in this regard. The Company has an Audit Committee whichensures proper compliance with the provisions of the Listing Regulations and CompaniesAct 2013 and also reviews the adequacy and effectiveness of the internal control.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

There were no significant or material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and company's operations infuture.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Directors confirm that during the year under review there were nocomplaints received pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Hence no complaint is outstanding as on 31.03.2021for redressal.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as on date as the Company does not fall within the purviewlaid down for the applicability of the provisions of section 135 of the Companies Act2013 regarding Corporate Social Responsibility.

RISK MANAGEMENT POLICY

The Board review the operations of the organization followed byidentifying potential threats to the organization and the likelihood of their occurrenceand appropriate actions to address the most likely threats. However the elements of riskthreatening the Company's existence are very minimal.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

There were no material changes and commitments affecting the financialposition of the Company occurred between the end of the financial year of the Company towhich this financial statement relate and on the date of this report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDERINSOLVENCY & BANKRUPTCY CODE 2016

No application has been made under the Insolvency and Bankruptcy Code;hence the requirement to disclose the details of application made or any proceedingpending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the yearalongwith their status as at the end of the financial year is not applicable.

THE DIFFERENCE BETWEEN AMOUT THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK AND PUBLIC FINANCIAL INSTITUTION

The requirement to disclose the details of difference between amount ofthe valuation done at the time of onetime settlement and the valuation done while takingloan from the Banks or Financial Institutions along with the reasons thereof is notapplicable.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge their gratitude to the businessAssociates Shareholders and Stock Exchange authorities for their continued patronageassistance and guidance. Further your Directors also acknowledge the dedicated servicesrendered by all the employees of the Company.

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