Ascom Leasing & Investments Ltd.
|BSE: 535350||Sector: Financials|
|NSE: ASCOM||ISIN Code: INE08KD01015|
|BSE 05:30 | 01 Jan||Ascom Leasing & Investments Ltd|
|NSE 05:30 | 01 Jan||Ascom Leasing & Investments Ltd|
|BSE: 535350||Sector: Financials|
|NSE: ASCOM||ISIN Code: INE08KD01015|
|BSE 05:30 | 01 Jan||Ascom Leasing & Investments Ltd|
|NSE 05:30 | 01 Jan||Ascom Leasing & Investments Ltd|
Ascom Leasing & Investment Limited
Your Directors have pleasure in presenting the thirty-third Report on the business andoperations of the Company along with Audited Financial Statements for the Financial Yearended on 31st March 2020.
2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The Company recorded a turnover of Rs.1017.65 Lakh during the year against Rs. 914.29Lakh in the previous year and the Company has earned a profit after tax of Rs. 460.05 ascompared to the profit of Rs. 345.36Lakh in the previous financial year. The management ofthe Company is putting their best efforts to improve the performance of the Company
3. CHANGE IN THE NATURE OFBUSINESS
There were no changes in the Nature of Business of the Company during the FinancialYear.
4. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 150000000/- divided into1500000 Equity Shares of Rs. 10/- each. During the year under review the Company's haslisted its equity shares on Emerge Platform of National Stock Exchange of India Limited("NSE") and has issued 2108000 equity shares of Rs. 10 each at a premium ofRs. 20 per share aggregating to Rs. 63240000. The issued subscribed & paid upequity shares capital as on 31st March 2020 stood at Rs. 78094530/- dividedinto 7809453 Equity Shares of Rs. 10/- each.
5. INITIAL PUBLIC OFFER
The Directors are pleased to inform that the Company's Initial Public Offering (IPO) of2108000 Equity Shares of face value of Rs. 10/- (Rupees Ten only) by way of Fixed PriceProcess received an overwhelming response from the investors. The Issue was opened on 26thNovember 2019and closed on 28th November 2019. The trading of Equity Shares of theCompany commenced on National Stock Exchange of India Limited from 06th December 2019.
The success of IPO reflects the trust faith and confidence that customers businesspartners and markets have reposed in your Company.
The Board of Directors has not recommended any dividend for the financial year ended onMarch 31 2020. Since the Board have considered it financially prudent in the long-termsinterest of the company to re-invest the profits into the business of the company to builda strong reserve base and grow the business of the company
7. TRANSFER TO RESERVES
During the period the Company has transferred an amount of Rs. 9201194 to theGeneral Reserve of the Company.
8. TRANSFEROF UNCLAIMED DIVIDEND TO INVESTOREDUCATIONAND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in previous years.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There were no material changes and commitments during the current financial year whichmaterially affects the financial position of the Company till the date of this report.
The Company being non-deposit taking NBFC has not accepted any deposits from thepublic during the year under review.
11. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE
Companies act. 2013
The particulars of loans guarantees and investments if any have been disclosed in thefinancial statements which also form part of this report.
12. CORPORATE SOCIAL RESPONSIBILITY
The Company has duly incorporated a Corporate Social Responsibility (CSR) Committeeconsist of following Directors of the Company:
The CSR Policy of the Company formulated by the Board of Directors is available on thewebsite of the Company i.e.www.ascomfinance.com
The Annual Report on CSR activities for the Financial Year 2018-19 as required underSection 134 and 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 and the Companies (Accounts) Rules 2014 is attached asAnnexure -'I' to this Report.
Reason for not spending the prescribed 2% on CSR expenditure
Your Company was required to spend an amount of Rs. 7.76 Lakh on CSR Activities duringthe FY 2019-2020. Our management is continuously striving for investing in such CSRProjects which may have a long-term impact and can actually benefit the society at large.Since the Committee could not finalize any other relevant project for the upliftment ofthe Society the Company was not able to spend the amount of Rs. 7.76 Lakh in the FY2019-20. Further the Company has duly made the provisions for such CSR fund which will beutilized in upcoming year.
13. CHANGES IN DIRECTORS& KEY MANAGERIAL PERSONNAL DIRECTORS
During the Financial year there is change in the Board of Directors of the Company.Mr. Tushar Rohitbhai Pandya Managing Director of the Company liable to retire by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
As on 31st March 2020 Board of Directors of the Company is comprised offollowing directors:
During the period under review Mr. KetanbhaiDhanjibhai Lakhani Ms. JayshribenRajendra Pathak and Mr. Pradeep Champaklal Wadiwala was appointed as Independent Directorsand Ms. SwetaVipinchandra Shah was appointed as CFO of the Company w.e.f. 24thJune 2019.
KEY MANAGERIAL PERSONNEL
Managing Director and Whole Time Director
There is no change among Managing Director &Whole Time Directors of the Company.
Chief Financial Officer
During the period under review Ms. Sweta Vipinchandra Shah appointed as ChiefFinancial Officer of the Company w.e.f.24th June 2019.
During the year Mr. Hemant Kumar appointed as the Company Secretary and Complianceofficer of the Company w.e.f. 24th June 2019.
14. NUMBER OF MEETINGS OF THE BOARD
During the period under review the Board met 9 (Nine) times to deliberate on variousmatters on 25.05.2019 21.06.2019 22.06.2019 24.06.2019 04.07.2018 12.08.201903.12.2019 01.02.2020 and 14.03.2020. The maximum interval between any two meetings doesnot exceed 120 days.
15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee constituted by the Board of Directors have laid down the following policies:
a. Criteria for nomination as Director Key Managerial Personnel and Independence of aDirector:
b. Criteria for determining Remuneration of Directors Key Managerial Personnel andSenior Management Other Employees of the Company.
c. Evaluation of performance of the members of the Board Key Managerial Personnel.
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. atwww.ascomfinance.com.
16. AUDIT COMMITTEE
The Board of Directors of the Company has constituted Audit Committee u/s 177 of theCompanies Act 2013 consisting of 4 members Mr. Pradeep Champaklal Wadiwalal (IndependentDirector) Mr. Ketanbhai Dhanjibhai Lakhani (Independent Director) Ms. JayshribenRajendra Pathak Rishu (Independent Director )and Mr. Rohitkumar Balvantrai Pandya (WholeTime Director). Mr. KetanbhaiDhanjibhai Lakhani is the Chairman of the Audit Committee.The Company Secretary acts as the Secretary to the Audit Committee. The primary objectiveof the Audit Committee is to monitor and provide an effective supervision of themanagement's financial reporting process to ensure accurate and timely disclosures withthe highest levels of transparency integrity and quality of financial reporting. TheAudit Committee overseas the work carried out in the financial reporting process by themanagement the internal Auditors and the Independent Auditors and notes the processes andsafeguards
employed by each of them. All possible measures must be taken by the Audit Committee toensure the objectivity and independence of the independent auditors.
During the period under review 05 (Five) meetings of the Audit Committee has beenheld. These were held on 04/07/2019 12/08/2019 03/12/201901/02/2020 and 14/03/2020.
The attendance details of the Audit Committee meetings are as follows:
17. STAKEHOLDERS RELATIONSHIP COMMITTEE
As per the provision of Section 178 of the Companies Act 2013 the constitution ofStakeholders Relationship Committee is as follow. During the year under review onemeeting was held on 03/12/2019. The attendance details of the Stakeholders RelationshipCommittee meetings are as follows:
18. NOMINATION & REMUNERATION COMMITTEE
As per the provision of Section 178 of the Companies Act 2013 the constitution ofNomination & Remuneration Committee is mentioned herein under. During the period underreview one meeting was held on 04/07/2019.
The attendance details of the Nomination & Remuneration Committee meetings are asfollows:
19. INDEPENDENT DIRECTORS DECLARATION
All Independent Directors have submitted the declaration of independence pursuant tothe provision of Section 149(7) of the Act and Regulation 25(8) of the SEBI ListingRegulations stating that they meet the criteria of independence as provided in Section149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they arenot aware of any circumstance or situation which exist or may be reasonably anticipatedthat could impair or impact his/her ability to discharge his/ her duties with an objectiveindependent judgment and without any external influence
20. BOARD EVALUATION
As per provisions of Section 134(3) of the Companies Act 2013 and Rules madethereunder the Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors.
The performance of the Board of Directors and its Committees were evaluated on variousparameters such as structure composition experience performance of specific duties andobligations quality of decision making and overall effectiveness.
The performance of individual Directors was evaluated on parameters such as meetingattendance participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of IndependentDirectors Nomination Committee and Audit Committee and also discussed various initiativesto further improve the Board effectiveness.
In a separate meeting of Independent Directors held on 31/03/2020 performance ofnonindependent directors performance of the Board as a whole and performance of theChairman was evaluated.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014in prescribed Form AOC-2 is annexed herewith at "Annexure II".
The policy on Related Party Transactions as approved by the Board may be accessed onthe Company's website www.ascomfinance.com.
22. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATECOMPANIES
The Company does not have any Subsidiary Joint Venture or Associate Company; henceprovisions of Section 129(3) of the Companies Act 2013 relating to preparation ofconsolidated financial statements are not applicable.
23. VIGIL MECHANISM / WHISTLE BLOWERPOLICY
As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions ofsection 177(9) & (10) of the Companies Act 2013 a vigil mechanism/ whistle blowerpolicy for directors and employees to report genuine concerns has been established andapproved by Board.
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism integrity and ethicalbehavior.
The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company'swebsite www.ascomfinance.com.
24. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT.2013
The information required to be disclosed in the Board's Report pursuant to Section 197of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is set out as Annexure - 'III' to this report.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE.
There were no significant order was passed by any regulatory authority or court ortribunal.
26. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S1 34(3)10:
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: -
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed;
b. the directors have 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 and loss of the company for that period;
c. the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis.
e. the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
f. the Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
27. AUDITORS STATUTORY AUDITOR
Pursuant to the provisions of Section 139 (2) of the Act and the rules made thereunderthe Members at their Thirty-Two AGM held on September 20 2019 had appointed M/sKarma& Co. LLP Chartered Accountants (Erstwhile Known as Dilip Paresh & Co. LLP)(ICAI Firm's Registration Number 127544W) Statutory Auditors of the Company for a term offive years i.e. from the conclusion Thirty Two of AGM till the conclusion of the ThirtySeven AGM.
The Auditors' Report to the Members for the year under review is unmodified and doesnot contain any qualification. The Notes to the Accounts referred to in the Auditors'Report are self - explanatory and therefore do not call for any further clarificationsunder Section 134(3)(f) of the Act
In terms of Section 204 of the Act and Rules made there under Pawan Mahur &Associates Practicing Company Secretaries were appointed as Secretarial Auditors for thefinancial year 2019-20. The Secretarial Audit Report for the financial year ended on March31 2020 is annexed herewith marked as "Annexure-IV" to this Report.
There are no qualifications or adverse remarks in the Secretarial Auditors' Reportwhich require any clarification or explanation.
In terms of Section 138 of the Act and Rules made there under M/s Dharan Shah &Associates Chartered Accountants were appointed as Internal Auditors of the Company.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per SEBI Listing Regulations Management Discussion and Analysis are attached whichform part of this report annexed herewith at "Annexure -V".
During the year The Board had developed and implemented an appropriate risk managementpolicy for identifying the element of risk which in the opinion of the Board may threatenthe existence of the company and safeguarding the company against those risks.
30. CODE OF CONDUCT AND ETHICS
The Board of directors of the Company has adopted a Code of Conduct and Ethics for theDirectors and Senior Executives of the Company. The object of the Code is to conduct thecompany's business ethically and with responsibility integrity fairness transparencyand honesty. The Code sets out a broad policy for one's conduct in dealing with theCompany fellow directors and with the environment in which the Company operates.
31. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION. FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith at "Annexure -VI".
32. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act 2013 the term financial control(IFC) means the policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of business including adherence to the company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation.
The Company has a well-placed proper and adequate Internal Financial Control Systemwhich ensures that all the assets are safeguarded and protected and the transactions areauthorized recorded and reported correctly.
To further strengthen the internal control process the company has developed the verycomprehensive compliance management tool to drill down the responsibility of thecompliance from top management to executive.
33. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION.PROHIBITION & REDRESSAL) ACT.201 3
Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. No complaints of sexual harassment were raised in the financial year 2019-20.
34. RBI REGULATIONS
The Company has complied with all the applicable regulations of RBI as on March 312020.
35. ANNUAL RETURN
As per the requirements of Section 92(3) of the Companies Act and Rules framedthereunder the extract of the Annual Return is available on website of the Company i.e.www.ascomfinance.com.
36. LISTING WITH STOCK EXCHANGE
At present the equity shares of the Company are listed on the Emerge Platform ofNational Stock Exchange Limited ('NSE'). The Company has duly paid the Annual Fees to NSE.
The directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support. The directors also thank the Government ofIndia and concerned government departments / agencies for their co-operation.
For & on behalf of Ascom Leasing & Investments Limited