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Ashari Agencies Ltd.

BSE: 540024 Sector: Financials
NSE: N.A. ISIN Code: INE361S01010
BSE 00:00 | 10 Oct 18.05 0
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NSE 05:30 | 01 Jan Ashari Agencies Ltd
OPEN 18.05
PREVIOUS CLOSE 18.05
VOLUME 400
52-Week high 33.70
52-Week low 5.32
P/E
Mkt Cap.(Rs cr) 15
Buy Price 19.00
Buy Qty 5.00
Sell Price 18.05
Sell Qty 2949.00
OPEN 18.05
CLOSE 18.05
VOLUME 400
52-Week high 33.70
52-Week low 5.32
P/E
Mkt Cap.(Rs cr) 15
Buy Price 19.00
Buy Qty 5.00
Sell Price 18.05
Sell Qty 2949.00

Ashari Agencies Ltd. (ASHARIAGENCIES) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 33rd Annual Report of yourcompany together with the Audited Balance Sheet as on 31st March 2018 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 2018is summarized below :

(Rs. In Hundred)

Year ended 31.03.2018 Year ended 31.03.2017
Income(Gross) 179285.71 123005.88
Profit/(Loss) before depreciation & interest 113922.62 78210.79
Less:
- Depreciation -- --
- Interest 574.61 579.30
Profit before Taxes 113348.01 77631.49
Taxation
- Current Tax/MAT (16342.30) (13762.93)
- MAT Credit Entitlement 16258.40 13337.12
- Deferred Tax 64009.35 236.74
Profit/(Loss) After Tax 177273.46 77442.42
Prior period adjustments
- MAT Credit entitlement -- 12537.67
Profit/(Loss) for the year Carried to Balance Sheet 177273.46 89980.09

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 in Equity market and trading inF & O Segment. Your company has earned a net profit of Rs.177273.46/- during theyear as against net Profit of Rs.89980.09 in the immediate preceding financial year aftertax and prior period adjustments.

DIRECTORS

In accordance with the provisions of section 152 of Companies Act 2013 Mr. Ajay KumarAggarwal (DIN No.01027903) and Mr. Ravindra Kumar Garg (DIN No.00928635) retire byrotation and being eligible offer themselves for reappointment liable to retire byrotation. The Board recommends their re-appointment at the ensuing Annual General Meeting.

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 Venture andAssociate 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. 25.

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

The Board is constituted of one executive director one whole time women directorthree non-executive director and three independent directors. There has been no change inthe composition of the board in the year 2017-18.

NUMBER OF MEETING OF THE BOARD

The Board met 6 times during the financial year. The company has complied with theprovisions of Companies Act 2013 and the Listing agreement with regards to properconvening of the Board Meetings.

DECLARATION BY INDEPENDENT DIRECTORS

All three Independent directors of the company meet the criteria of independence asprovided under sub-section (6) of Section 149 of the Companies Act 2013. Declarations tothis effect have also been received from them.

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

Currently the Board has three committees - namely Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. The composition of thesecommittees are as below.

AUDIT COMMITTEE

Mr. Pankaj Mittal - Chairman (Non Executive and Independent Director Mr. Vijay KumarAggarwal - Member Mr. Navneet Kunchal - Member

NOMINATION AND REMUNERATION COMMITTEE

Mr. Pankaj Mittal - Chairman (Non Executive and Independent Director

Mr. Vijay Kumar Aggarwal - Member

Mr. Navneet Kunchal - Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Pankaj Mittal - Chairman (Non Executive and Independent Director Mr. Vijay KumarAggarwal - Member Mr. Navneet Kunchal - Member

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 INTERIAL 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.

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 extensively used.

(d) Retention and Filing of Base Documents - All the source documents are properlyfiled and stored in a safe manner. Further important documents depending upon theirsignificance are also digitized.

(e) Segregation of Duties - It is ensured that no person handles all the aspect of atransaction. To avoid any conflict of interest and to ensure propriety the duties havebeen distributed at different 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.

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. 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 2017-18and their report on the Secretarial Audit for the year under review is annexed and markedAnnexure 'C' which form part of this report.

The Secretarial Audit Report do not contain any reservation qualification or adverseremark.

CORPORATE GOVERNANCE

In terms of SEBI (LODR) Regulations 2015 Compliance with Corporate Governance is notapplicable to the company. However as a good governance practice the Directors Report onCorporate Governance is annexed to this report marked Annexure 'D'.

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 'E'.

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

Except one woman whole time director the company does not have any other womenemployee at work place and therefore the constitution of committee for the prevention andredressal of complaints related to sexual harassment 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.

ISSUE OF BONUS SHARES

The Members are aware that the company has during the year issued fully paid up"Bonus Shares" at par value of Rs.10/- per Equity Shares in the proportion of 4(FOUR) Equity Shares for every 1 (ONE) Equity Share held by the existing Members of thecompany whose names appeared in Register of Members maintained by the Company's Registrarand Transfer Agent/ List of Beneficial owners as received from NSDL and CDSL on recorddate i.e. 3rd April 2017 by Capitalization of Rs.68628000/- out of theGeneral Reserve and surplus in the statement of Profit & Loss .

SHARE CAPITAL

The company has not bought back any of its shares during the year under review.

The company has not issued any "Sweat Equity" shares during theyear under 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 ANDPROTECTION 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 cooperation 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

(Ravindra Kumar Garg (Pradeep Kumar)
Director Director
DIN :009286365 DIN :00673828
Date : 29.05.2018 KB-110 Kavi Nagar 601 Disco Compound
Place : Ghaziabad Ghaziabad G.T. Road Ghaziabad

Annexure 'A'

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)of the 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 transactions under third provisothereto.

• Details of contracts or arrangements or transactions not at arm's length basis.

Name (s) of the related party & nature of relationshi p Nature of contracts/a rrangemen ts/transacti ons Duration of the contracts/ arrangem ents/trans actions Salient terms of the contracts or arrangements or transaction including the value if any Justification for entering into such contracts or arrangements or transactions Date of approval by the Board Amount paid as advances if any Date on which the special resolution was passed in General meeting as required under first proviso to section 188
NIL NIL NIL NIL NIL NIL NIL NIL

• Details of contracts or arrangements or transactions at Arm's length basis.

Name (s) of the related party & nature of relationship Nature of contracts/arrangements/ transactions Duration of the contracts/arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Date (s) of approval by the Board if any Amount paid as advances if any
M/s. Amrit Steels Pvt.Ltd. Loans & Advances given Financial Year 2017-18 Temp. Loans of Rs.233500.00 bearing interest @ 12% per annum. Maximum amount due at any time during the year was Rs.231000.00 and the yearend balance Rs.231000.00 13th Feb 2018 Nil
Loans & Advances received Temporary loans of Rs.409.10 bearing interest @ 12% per annum were obtained during the year. The year ended balances is NIL
Vijay Kumar Aggarwal Loans taken Financial Year 2017-18 Temp. Loans of Rs.98500.00 were obtained bearing interest @ 12% per annum. Maximum amount due at any time during the year Rs.32500.00 and yearend balance Rs. NIL In the Board meeting held next NIL
Delhi Iron & Steel Co. Pvt. Ltd. Reimbursement of Electricity Expenses Financial Year 2017-18 Total amount reimbursed during the year Rs.90.00 NIL

For and on behalf of the Board of Directors

(Ravindra Kumar Garg) (Pradeep Kumar)
Director Director
DIN :00928635 DIN :00673828
Date : 29.05.2018 KB-110 Kavi Nagar 601 Disco Compound
Place : Ghaziabad Ghaziabad G.T. Road Ghaziabad