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Ashari Agencies Ltd.

BSE: 540024 Sector: Financials
NSE: N.A. ISIN Code: INE361S01010
BSE 14:49 | 20 Oct 9.45 0.45
(5.00%)
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9.45

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9.45

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NSE 05:30 | 01 Jan Ashari Agencies Ltd
OPEN 9.45
PREVIOUS CLOSE 9.00
VOLUME 5
52-Week high 19.50
52-Week low 8.00
P/E
Mkt Cap.(Rs cr) 8
Buy Price 9.45
Buy Qty 5.00
Sell Price 8.55
Sell Qty 1475.00
OPEN 9.45
CLOSE 9.00
VOLUME 5
52-Week high 19.50
52-Week low 8.00
P/E
Mkt Cap.(Rs cr) 8
Buy Price 9.45
Buy Qty 5.00
Sell Price 8.55
Sell Qty 1475.00

Ashari Agencies Ltd. (ASHARIAGENCIES) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 34th Annual Report of yourcompany together with the Audited Balance Sheet as on 31st March 2019 and thestatement of Profit & Loss for the year ended on that date.

FINANCIAL RESULTS

The performance of the company for the financial year ended 31st March 2019is summarized below :

Year ended 31.03.2019 Year ended 31.03.2018
Income(Gross) (83580.26) 179285.71
Profit/(Loss) before depreciation & interest (124681.77) 113922.62
Less:
- Depreciation - -
- Interest - 579.30
Profit before Taxes (124681.77) 113348.01
Taxation
- Current Tax/MAT - (16342.30)
- MAT Credit Entitlement (26576.28) 16258.40
- Deferred Tax (289211.71) 64009.35
Profit/(Loss) After Tax (440469.76) 177273.46
Profit/(Loss) for the year Carried to Balance Sheet (440469.76) 177273.46

DIVIDEND

Your Directors intend to plough back available resources for financial requirements andexpress their inability to recommend any dividend for the financial year.

RESERVES

The company has not transferred any amount from the statement of profit and loss togeneral reserve during the year under review.

BUSINESS OPERATIONS

Your company is engaged in the business of investments leasing financing and tradingin F&O Segment. Your company has incurred a net loss of Rs.440489.76 during the yearas against the net profit of Rs.177273.46 in the immediate preceding financial yearafter tax.

DIRECTORS

In accordance with the provisions of section 152 of Companies Act 2013 Mr. VijayKumar Aggarwal (DIN No.01020844) retire by rotation and being eligible offer himself forre-appointment liable to retire by rotation. The Board recommends his re-appointment atthe ensuing Annual General Meeting.

Mr. Pankaj Mittal Mr. Pradeep Kumar and Mrs. Simran Aggarwal the three directors haveresigned from the Board of Directors of the company effective from 30.06.2018 30.06.2018and 01.11.2018 respectively.

Mr. Navneet Kunchal the director of the company departed for his heavenly abode on 28thNovember 2018. The Directors expresses their great sorrow on the sad and untimely demiseof Mr. Navneet Kunchal and pray for peace to the departed soul.

The Board places on record its deep appreciation for the contribution made by thesedirectors towards the growth and progress of the company during their respective tenure asdirector on the board.

Mr. Yogesh Devidas Kulkarni (DIN : 08286460) and Ms. Harsha Jayesh Ghelani (DIN :07867420) were appointed as Additional Directors of the company with effect from 23rdNovember 2018 and now has been regularized as Directors.

The company has received requisite notices in writing proposing their candidature forthe office of Director.

CHANGE IN NATURE OF BUSINESS

The company is engaged in the business of Investments Leasing and financing and therehas been no change in the nature of business during the year under review.

However the management is planning to undertake some other viable business activitiesalongwith the existing business.

SIGNIFICATNT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant and material orders were passed by any Regulator(s) or Court(s) orTribunal(s) which would impact the going concern status of the company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATMENETS RELATES AND THE DATE OF THE REPORT

No material changes and commitment affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.

COPRORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) of the Companies Act 2013 are not applicable to thecompany.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY

The company has no Subsidiary joint venture and Associate company as at the end of theyear.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

The company has given loans during the year under review as per the particulars givenin form No. AOC-2 marked Annexure ‘A'. The company has no Subsidiary Joint Ventureand Associate Company.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial yearwere in the ordinary course of company's business and on arm's length basis. There are nomaterially significant related party transactions made by the company with the promoterskey managerial personnel or other designated persons which may have potential conflictwith the interest of the company at large. However the significant related partytransactions are given in Form No. AOC-2 annexed to this report and note no. 23.

DEPOSITS

The company has not accepted fixed deposits from the public during the financial yearunder review. The company did not have any deposits at the beginning of the financialyear. Thus provisions of Section 73 of the Companies Act 2013 are not applicable to thecompany.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Since the date of last report the following changes have occurred in the composition ofthe board.

• Three Directors have resigned from the board of directors of the company.

• One Director has passed away for his heavenly abode ; and

• Two Additional Directors have been taken on the board of the company.

At present the board is constituted of one Executive Director Two Non ExecutiveDirectors One Independent Director and Two Additional Directors.

BOARD MEETINGS

The Board of Directors met 5 times during the financial year on 29.05.2018 13.08.201813.11.2018 23.11.2018 and 14.02.2019.

The particulars of Directors their attendance at Board meetings during the financialyear and at the last Annual General Meeting are as under :-

Name Designation Attendance
Board Meeting Last AGM
Mr. Vijay Kumar Aggarwal Executive Director 5 Yes
Mr. Ravindra Kumar Garg Non-Executive Director 5 NO
Mr. Anil Kumar Saxena Independent Director 5 NO
Mr. Ajay Kumar Aggarwal Non-Executive Director 3 Yes
Mrs. Harsha Jayesh Ghelani Independent Director 1 NA
Mr. Yogesh Devidas Independent Director 1 NA
Kulkarni

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Anil Kumar Saxena the Independent Director of the company meet the criteria ofindependence as provided under sub-section (6) of Section 149 of the Companies Act 2013.Declarations to this effect have also been received from him.

EVALUATION OF DIRECTORS BOARD AND COMMITTEES

The company has devised a policy for performance evaluation of the individualDirectors Board its Committees which includes criteria for performance evaluation.

Pursuant to the applicable provisions of the Companies Act 2013 and the ListingAgreement the Board carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of the committees ofthe Board. The performance of the Board was evaluated based on inputs received from allthe Directors after considering criteria such as Board composition and structureeffectiveness of processes and information provided to the Board etc. A separate meetingof the independent Directors was also held during the year for the evaluation of theperformance of non-independent Directors performance of the Board as a whole and that ofthe Chairman.

The Nomination and Remuneration Committee also reviewed the performance of thedirectors based on their knowledge level of preparation and effective participation inMeetings understanding of their roles as directors etc.

POLICY ON APPOINTMENT AND AREMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee of the Board has devised a policy forselection appointment and remuneration of directors and senior management. The Committeehas formulated the criteria for determining qualifications positive attributes andindependence of Directors. Further the Committee has also devised a policy relating toremuneration for Key Managerial Personnel and senior management employees.

TRAINING OF INDEPENDENT DIRECTORS

On induction the new independent directors on Board are familiarized with the natureof industry and the Company's business operations. They are updated on a frequent basiswith regard to operations of the Company. The Management encourages participation by theindependent directors.

Presently no formal training programme exists. Until now learning for the independentdirectors has been a pervasive ongoing phenomenon via participation.

COMMITEES OF THE BOARD

Board has constituted three functioning committees in accordance with the provisions ofCompanies Act 2013 and SEBI(LODR) Regulations 2015 namely Audit CommitteeShareholder/Grievance Committee and Remuneration Committee. The detail of each committeeis provided as under:-

Audit Committee

The Committee mate 4 times during the financial year on 29.05.2018 13.08.201813.11.2018 and 14.02.2019.

Composition names of the members and their attendance at meetings during the financialyear are as under :-

Name Designation Category No. of meetings attendant
Mr. Vijay Kumar Aggarwal Member Non-Executive Director & Chairman 4
Mr. Ravindra Kumar Garg Member Non-Executive Director 2
Mr. Pankaj Mittal Member (Resigned during the year) Non-Executive Independent Director 1
Mr. Navneet Kunchal Member (Died during the year) Non-Executive Independent Director 3
Mrs. Harsha Jayesh Ghelani Member Non-Executive Director & Independent Director 1

Shareholders/ Grievance Committee

The Committee mate 4 times during the financial year on 29.05.2018 13.08.201813.08.2018 and 14.02.2019.

Composition names of the members and their attendance at meetings during the financialyear are as under :-

Name Designation Category No. of meetings attended
Mr. Vijay Kumar Aggarwal Member Non-Executive Director & Chairman 4
Mr. Ravindra Kumar Garg Member Non-Executive Director 2
Mr. Pankaj Mittal Member (Resigned during the year) Non-Executive Independent Director 1
Mr. Navneet Kunchal Member (Died during the year) Non-Executive Independent Director 3
Mrs. Harsha Jayesh Ghelani Member Non-Executive Director & Independent Director 1

Nomination and Remuneration Committee

The Committee met once during the financial year on 14.02.2019.

Composition names of the members and their attendance at meetings during the financialyear are as under :-

Name Designation Category No. of meetings attendant
Mr. Vijay Kumar Aggarwal Member Non-Executive Director & Chairman 1
Mr. Ravindra Kumar Garg Member Non-Executive Director 1
Mrs. Harsha Jayesh Ghelani Member Non-Executive Director & Independent Director 1

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 yourdirectors state that :

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to 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 had 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;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. Internal financial control means the policies and procedures adopted by thecompany for ensuring the orderly and efficient conduct of its business including adherenceto company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information; and

(f) The directors had devised proper systems to ensure compliance with the provisionsof applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENT

The company has adequate internal financial control system commensurate with the sizeof the company and the nature of its business with regards to purchase of fixed assets.The activities of the company do not involve purchase of inventories and sale of goods andservices. Except sale and purchase of equity shares.

For the purposes of effective internal financial control the Company has adoptedvarious procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.

To ensure adequacy of internal financial controls the procedures adopted by theCompany are based on the following parameters:

(a) Familiarity with Policies and Procedures the related policies and procedures andthe changes thereto if any are communicated to the employees at the time of joining andit is ensured that such person understands the policies or procedures correctly.

(b) Accountability of Transactions There is a proper delegation of authorities andresponsibilities so as to ensure accountability of any transaction.

(c) Accuracy & Completeness of Financial Statements/ Reports For accuracy andcompleteness of information reconciliation procedure and multiple checking at differentlevel have been adopted. To avoid human error computer softwares are used.

(d) Retention and Filing of Base Documents All the source documents are properly filedand stored in a safe manner.

(e) Segregation of Duties Having regard to the size of the company and nature of itsbusiness it is ensured that no person handles all the aspect of a transaction. To avoidany conflict of interest and to ensure propriety the duties have been distributed atdifferent levels.

(f) Timeliness It is also ensured that all the transactions are recorded and reportedin a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of theCompany from time to time. There has also been proper reporting mechanism implemented inthe organization for reporting any deviation from the procedures.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in form MGT-9 pursuant to the provisions of section 92read with Rule 12 of the Companies (Management and Administration) Rule 2014 is attachedmarked Annexure ‘B'.

AUDITORS

M/s. P. Jain & Co. Chartered Accountants Ghaziabad (ICAI Registration No.000711C) are the Statutory Auditors of the company & hold office upto the conclusionof the ensuing Annual General Meeting. The members have been requested to ratify theirappointment for one year from the conclusion of this Annual General Meeting till theconclusion of 37th Annual General Meeting to be held in the year 2022.

AUDITORS REPORT

Auditors' Report on the financial statements of the Company is forming part of thisAnnual Report and there are no qualifications in the said report except emphasize on noteno. 26 B to the financial statement which is self explanatory. No qualificationsreservations or adverse remarks have been made by the Statutory Auditors in the saidReport.

SECRETARIAL AUDIT

Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013the Company is required to annex with its Board's Report a secretarial audit report givenby a company secretary in practice.

M/s. V. Kumar & Associates a firm of Practicing Company Secretary (FSC No.8976)has been appointed as Secretarial Auditors of the company for the financial year 2018-19and their report on the Secretarial Audit for the year under review is annexed and markedAnnexure ‘C' which form part of this report.

SECRETERIAL AUDIT REPORT

The observations made in Secretarial Audit Report are self explanatory and needs nocomment.

However the company is in process of appointing a Whole Time Director and the WholeTime Company Secretary latest by end of June 2019.

The company is also taking necessary steps to obtain certificate of Registration ofNBFC.

CORPORATE GOVERNANCE

In terms of SEBI (LODR) Regulations 2015 Compliance with Corporate Governance is notapplicable to the company.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The management discussion and analysis report forms part of this Annual Report incompliance with Regulation 34 of SEBI (LODR) Regulations 2015 and is annexed marked asAnnexure ‘D'.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The company does not have any women employee at work place and therefore theconstitution of committee for the prevention and redressal of complaints related to sexualharassment at workplace is not required.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Section 134(3)(m) of the Companies Act 2013 read with a Companies (Disclosure ofparticulars in the Report of the board of Directors) Rules 8 is not applicable since thecompany does not have any manufacturing activities.

There has been no expenditure and/or earning in foreign exchange.

EMPLOYEES

In terms of rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel Rules 2014). The name and other particulars of the employees whose remunerationfalls within the purview of the said rule are required to be set out in the Annexure tothe Directors Report. However during the year under review or any part thereof thecompany did not employ any person with remuneration falling within the purview asprescribed under the rule.

SEGMENT

The company is engaged in the business of investment leasing and financing which aregoverned by the same set of risks and returns and as such are in the same segment.

SHARE CAPITAL

The company has not bought back any of its shares during the year under review. Thecompany has not issued any "Sweat Equity" shares during the yearunder review. The company has not provided any stock option scheme to the employees.

RISK MANAGEMENT POLICY

At present the company has not identified any element of risk which may threaten theexistence of the company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend declared and paid in last years theprovisions of Section 125 of the Companies Act 2013 do not apply.

ACKNOWLEDGEMENT

Yours Directors wish to place on record and acknowledge their appreciation for thecontinued support and co-operation received from Government agencies and the shareholders.Your Directors also record their appreciation for the total dedication of employees at alllevels.

For and on behalf of the Board of Directors
Sd/- Sd/-
(Ravindra Kumar Garg) (Vijay Kumar Aggarwal)
Director Director
DIN : 009286365 DIN : 01020844
Date : 26.08.2019
Place : Ghaziabad

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