The Board of Directors are pleased to present the Companys 28th Annual Reportcovering its business and operations together with the annual audited financialstatements (standalone) for the financial year ended 31st March 2021.
1. FINANCIAL HIGHLIGHTS
(Amount in ` Lacs)
|Financial results for the year ended ||31st March 2021 ||31st March 2020 |
|Total Income ||684.01 ||723.88 |
|Profit/ (Loss) before tax ||247.34 ||(351.74) |
|Less: Tax Expenses ||(83.85) ||(97.81) |
|Profit / (Loss) for the year ||163.49 ||(253.93) |
|Other Comprehensive Income/ (Loss) for the year net of Income Tax ||1.29 ||0.20 |
|Total Comprehensive Income ||164.78 ||(253.73) |
2. STATE OF COMPANY AFFAIRS:
The year 2020-2021 was a totally unpredictable year for the entire nation. The worldand certainly India has seen significant change various lockdowns and unlockscontinued due to the COVID-19 pandemic. However slowly but surely we are trying to comeback to what would be the new normal. The impact that this pandemic has had on our livesand livelihoods right from reduction in GDP to employment uncertainties to supplychain disruptions would take significant time to undo. This adverse impact wasexperienced in other countries too across the globe in varying degrees. While the fullimpact of the COVID-19 lockdown was felt in the April-June quarter the worst may havebeen avoided with a faster than expected recovery in the second half of 2020 theindustry showed signs of early recovery. Due to the impact of COVID-19 the Gross DomesticProduct (GDP) is expected to contract by 7.7% in fiscal 2020-21 as per thefirst advance estimates released by the National Statistical Office. Its hard toconceive that for more than a year the COVID-19 pandemic has wreaked havoc around theworld. Many of us have never lived through anything like the coronavirus nor such anincredible amount of disruption had existed in our daily lives. In the last quarter of2020 RBI came up with measures pertaining to COVID-19 Regulatory package to ensure thecontinuity of viable businesses. NBFCs were initially allowed to grant a moratoriumof three months from 01.03.2020 to 31.05.2020 and thereafter RBI came up with anothercircular on 23.05.2020 granting extension of another 3 months on payment of allinstallments falling due between 01.06.2020 to 31.08.2020. The repayment schedule for suchloans as also the residual tenor was shifted across the board by six months after themoratorium period. Interest continued to accrue on the outstanding portion of the termloans during the moratorium period. The company has adopted this COVID -19 Regulatorypackage and granted moratorium period to parties who has requested for the same.
Your company has recorded revenue from operations of Rs 652.12 Lacs during the year asInterest Income as compared to Rs 691.16 Lacs in its previous years showing an equivalentgrowth even during this pandemic. The finance cost of the company is Nil during thefinancial year. Due to Covid 19 pandemic the Executive directors had taken an initiativeand waived off their remuneration for the FY 2020-2021 the employee cost reduced to Rs83.37 lacs from Rs 282.10 Lacs. Overall your company has shown a positive growth duringthe critical phase of economy. Company has booked profit after tax of Rs 163.49 lacs forthe FY 2020-2021 as compared to Loss of Rs 253.93 lacs in its previous year. Inspite ofprofit your company has faced challenges being in business of granting Loan. During theyear under review some of the loans for which provisioning were done in the previous FYhas been written off as bad debt amounting to Rs 570.93 Lacs and provision of Rs 395 lacswere made as per applicable norms and Expected Credit Loss policy of the company.
3. COVID 19
The outbreak of the COVID-19 pandemic in the last quarter of 2019-2020 and the measuresadopted by governments in countries worldwide to mitigate the pandemics spread havesignificantly impacted the business and peoples lives. 2020 witnessed unprecedenteddisruptions in the lives and livelihoods of millions of people in India and across theworld. There were partial and full lockdowns announced by government at different stagesand time. Management immediately took steps for safety measures of employees businesspartner and communities and work from home facilities was provided to employees and officewas operated with required minimum staff. After significant GDP contraction in the Aprilto June quarter the nation witnessed a gradual recovery in its economy. The Governmenthas announced strong measures to bring the economy back on growth trajectory therebyincreasing the momentum of employment generation. The economy has begun to show growth inseveral core sectors. However during the last quarter India has seen re-surge in Covidcases more particularly referred as second wave which has impacted lives ofpeople in drastic manner and may have its significant impact on economy. There isuncertainty over how the outbreak will impact the business in future period.
4. CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the company during the F.Y.2020-2021. Your company is engaged in financial services i.e. providing Loan againstsecurities Un-Secured Loan Investment in securities etc so there is only one segmentreporting as per AS 17.
The company has earned profit during the year under review and the said profit beploughed back in the company and so Board of Directors decided not to recommended anydividend for the financial year ended 31st March 2021.
6. CHANGES IN SHARE CAPITAL:
The Authorized Share Capital of your Company as on 31st March 2021 stands at `202500000/- divided into 20250000 equity shares of ` 10/- each. The Issued &subscribed Share Capital of your Company is ` 118861740/-divided into 11886174equity shares of ` 10/- each and the Paid-up Share Capital is ` 118800000/- dividedinto 11880000 equity shares of ` 10/- each fully paid-up. During the year underreview the Company has not issued any other shares with differential voting rights sweatequity shares nor granted any stock options and neither came out with rights bonus orprivate placement of shares.
7. TRANSFER TO RESERVE:
Your company proposed to transfer Rs 32.70 Lacs to statutory reserves u/s 45 IC of RBIAct 1934 for the year ended 31st March 2021.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL: DIRECTORS
Your Companys Board is duly constituted and is in compliance with therequirements of the Companies Act 2013 the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and provisions of theArticles of Association of the Company. The Board duly possesses requisite skills such asexpertise experience wisdom and so on.
Ms. Suparna Sengupta (DIN 07689952) was appointed as Independent Director of theCompany at the 25th Annual General Meeting of the Company held on 1st September 2018 fora term of three (3) consecutive years w.e.f 14th February 2018. Based on therecommendation of the Nomination and Remuneration Committee and subject to the approval ofthe shareholders at the ensuing Annual General Meeting of the Company the Board ofDirectors vide resolution passed by circulation dated 4th February 2021 had approvedher re-appointment for a second term of three (3) consecutive years w.e.f. 14th February2021. Your Company had duly received within the requisite time period individual noticesfrom Members pursuant to Section 160 of the Companies Act 2013 signifying theirintention to propose the candidatures of Ms. Suparna Sengupta for the office of DirectorPursuant to the recommendation of the Nomination & Remuneration Committee Ms. SonuJain (DIN: 07267279) was appointed as an Independent Director of the company at the 26thAGM of the company held on 9th August 2019 for a term of 3 consecutive years wef01.04.2019. Further Based on recommendation of Nomination and Remuneration Committee andsubject to the approval of the shareholders at the ensuing Annual General Meeting of theCompany the Board of Directors in their meeting held on 06.05.2021 had approved herre-appointment for a second term of three (3) consecutive years w.e.f. 1st April 2022.Your Company had duly received within the requisite time period individual notices fromMembers pursuant to Section 160 of the Companies Act 2013 signifying their intention topropose the candidatures of Ms. Sonu Jain for the office of Director.
There were no other changes in the composition of Board of Directors during the yearunder review.
RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION IN TERMS OF THE PROVISIONS OF THECOMPANIES ACT 2013
Mr. Daulat Jain (DIN 00040088) Managing Director of the Company is liable to retire byrotation at the ensuing AGM and being eligible has offered himself for re-appointment.Your Board recommends the reappointment of Mr. Daulat Jain as a Director of the Companyliable to retire by rotation. Necessary Resolution(s) along with disclosure(s) /information(s) in respect of the directors seeking appointment / re-appointment at theensuing AGM are being given in the Notice convening the ensuing AGM.
Your Company has received declaration from Independent Directors that they meet thecriteria of Independence as laid down in Section 149(6) of the Companies Act 2013 readwith Regulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change intheir status of Independence and have also confirmed that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact his/ her ability to discharge his/her duties with an objective independentjudgment and without any external influence. All requisite declarations were placed beforethe Board. Your company has also received declaration from Independent Directors that theyhave affirmed compliance with the Code for Independent Directors as prescribed in ScheduleIV to the Companies Act 2013 and also with the Companys Code of Conduct applicableto all the Board Members and Senior Management Personnel of the Company for the financialyear ended 31st March 2021.
Your Company has noted that the names of all Independent Directors has been included inthe data bank maintained with the Indian Institute of Corporate Affairs Manesar(IICA). Accordingly all the Independent Directors of the Company haveregistered themselves with IICA for the said purpose. In terms of Section 150 of the Actread with the Companies (Appointment & Qualification of Directors) Rules 2014 asamended thereof Mr. Sagar Jain Independent Director is exempted from undertaking onlineproficiency self-assessment test conducted by the IICA. Further Ms. Sonu Jain and Ms.Suparna Sengupta have duly cleared the online proficiency self-assessment test within theprescribed timeline with good pass percentage. In lieu of the same the Board of Directorsconfirm that the Independent Directors meet the criteria of proficiency in terms of Rule 8of the Companies (Accounts) Rules 2014 (as amended). The Board is of the opinion that theIndependent Directors of the Company possess requisite qualifications experienceintegrity and expertise in the fields of finance taxation advisory corporate law andso on.
In terms of Regulation 25(7) of the Listing Regulations all new Directors (includingIndependent Directors) inducted to the Board go through a structured orientationprogramme. They are given an overview of the companys operations to familiarize thenew Directors with the Companys business operations. They are also given anorientation on the group structure Board constitution and procedures and the major risksand risk management strategy of the Company. During the year under review no newIndependent Directors were inducted to the Board. Details of orientation given to theexisting independent directors in the areas of strategy operations & governance andindustry trends are available on the website of the Company at https://ashikagroup.com/pdf/familiarization_programme/1617269278.pdf
KEY MANGERIAL PERSONNEL
In terms of the provisions of Section 203 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and amendments thereofthe following are whole-time Key Managerial Personnel (KMPs) in accordance with theprovisions of Section 2(51) read with Section 203 of the Companies Act 2013 -
Mr. Pawan Jain-Executive Chairman and Whole time Director
Mr. Daulat Jain-Managing Director and Chief Executive Officer (CEO)
Mr. Gaurav Jain-Chief Financial Officer (CFO)
Ms. Anju Mundhra-Company Secretary and Compliance Officer
9. MEETINGS OF THE BOARD:
The Board met four times during the year under review. The intervening gap between thetwo meetings had exceeded 120 days and accordingly company has availed the extensiongranted by MCA due to Covid pandemic . The Committees of the Board usually meet the daybefore or on the day of the formal Board meeting or whenever the need arises fortransacting business. Only in case of special and urgent business if the need arises theBoards/Committees approval is taken by passing resolutions through circulationor by calling Board/Board Committee meetings at short notice as permitted by law. Theagenda for the Board and Committee meetings includes detailed notes on the items to bediscussed to enable the Directors to take an informed decision.
Board meetings during FY 2020-2021 were held on: 15th June 2020 10th August 202020th October 2020 and 14th February 2021. Further details are provided in Report onCorporate Governance.
10. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return of the Company for the Financial Year ending 31st March 2021 is uploaded onthe website of the Company and is available at www.ashikagroup.com and can be accessed atthe weblink https://ashikagroup.com/ accl/annual_return_under_companies_act.php
11. BOARD COMMITTEES:
The Company has constituted mandatory Board-level committees comprising of Executiveand non executive directors in compliance with the requirements of the business andrelevant provisions of applicable laws and statutes: I. Audit Committee II. Nomination andRemuneration Committee III. Stakeholders Relationship Committee IV. Corporate SocialResponsibility Committee In addition of the above the Board has composed other committeesas per RBI Regulations and other internal committee for the ease of carrying on business.
The details of mandatory Board committees with respect to the composition terms ofreference number of meetings held etc. are included in the Report on CorporateGovernance which forms part of the Annual Report. During the year recommendations made byAudit committee were accepted by the Board.
NOMINATION & REMUNERATION POLICY
Based on the recommendations of NRC the Board has approved the Nomination &Remuneration Policy for Directors Key Managerial Personnel (KMPs) and SeniorManagement Personnel (SMPs) of your Company. The Policy provides criteria for fixingremuneration of the Directors KMPs SMPs as well as other employees of the Company asrequired. The Policy enumerates the powers roles and responsibilities of the Nominationand Remuneration Committee. The Policy broadly lays down the guiding principlesphilosophy and the basis for payment of remuneration to the Executive and Non-ExecutiveDirectors (by way of sitting fees commission) Key Managerial Personnel and SMP. As partof the policy the Company strives to ensure that:
The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
Relationship between remuneration and performance is clear and meets appropriateperformance benchmarks; and
Remuneration to Directors KMPs and Senior
Management involves a balance between fixed and incentive pay reflecting shortmedium and long-term performance objectives appropriate to the working of the Company andits goals. The salient features of the Policy are:
It lays down the criteria for determining qualifications positive attributes andindependence of a director (Executive / Non-Executive) and recommends to the Board ofDirectors of the Company policies relating to the remuneration of the Directors KeyManagerial Personnel and other employees
The remuneration policy seeks to enable the company to provide a well-balanced andperformance-related compensation package taking into account shareholder interestsindustry standards and relevant Indian corporate regulations.
The remuneration policy will ensure that the interests of Board members KMP & SMare aligned with the business strategy and risk tolerance objectives values andlong-term interests of the company and will be consistent with the"pay-for-performance" principle.
The remuneration policy will ensure that remuneration to directors key managerialpersonnel and senior management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of thecompany and its goals. During the year under review there has been no amendments made toNomination & Remuneration Policy. The Policy is available on the website of theCompany at https://ashikagroup.com/pdf/policies/Nomination-and-Remuneration-Policy.pdf.
12. FORMAL ANNUAL EVALUATION:
The Annual Performance Evaluation of the Board Individual Directors (includingManaging Director/ Executive Director Chairperson and Independent Director of theCompany) Committees of the Board Self Evaluation of Individual directors excluding thedirector being evaluated and Peer-to-peer Evaluation has been conducted pursuant to theapplicable provisions of Companies Act 2013 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Guidance Note issued by SEBI pertaining to Boardevaluation process and also Guidance Note on Board Evaluation process issued by Instituteof Company Secretaries of India (ICSI) dated August 2020. Your company has revised itsEvaluation process as recommended by NRC committee and approved by Board in its meetingheld on 20.10.2020. The criteria applied in the evaluation process are explained in theReport on Corporate Governance which forms part of the Annual Report.
13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this report (Annexure I).
However as per the provisions of Section 136 of the Companies Act 2013 the reportand financial statements are being sent to the Members and others entitled thereto afterexcluding the disclosure on particulars of employees. The disclosure is available forinspection by the Members at the Registered Office of your Company during business hourson all working days of the Company up to the date of the ensuing Annual General Meeting.If any Member is interested in obtaining a copy thereof such Member may write an e-mailto email@example.com. Further during the year none of the employee was inreceipt of the remuneration in excess of the limit laid down in rule 5(2) throughout theFY or even part of the FY.
Due to on-going Covid 19 pandemic and its overall effect on the Global economy YourExecutive Directors Mr Pawan Jain and Mr Daulat Jain had forgone their remuneration forthe FY 2020-2021 from the company and Mr Pawan Jain has received only ` 1/- asremuneration.
14. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
Your Company has neither a Subsidiary Company nor a Joint Venture Company or anAssociate Company during the year under review. Hence disclosure regarding the same isnot applicable to the Company under the Companies Act 2013.
15. AUDITORS STATUTORY AUDITORS
Members of the Company at the 24th Annual General Meeting (AGM) of your Company held inthe year 2017 approved the appointment of M/s. Haribhakti & Co. LLP CharteredAccountants having Firm Registration No. 103523W / W100048 to hold office for a term of5 (Five) years from the conclusion of the 24th AGM held in the year 2017 till theconclusion of the 29th AGM of your Company to be held in the year 2022. In terms of theprovisions relating to statutory auditors forming part of the Companies Amendment Act2017 notified on May 7 2018 ratification of appointment of Statutory Auditors at everyAGM is no more a legal requirement. Accordingly the Notice convening the ensuing AGM doesnot carry any resolution on ratification of appointment of Statutory Auditors. Pursuant toregulation 33 of the SEBI (LODR) Regulations 2015 the Statutory Auditors holds a validpeer review certificate as issued by the Peer Review Board of the ICAI.
There is no qualification reservation or adverse remark made by the Auditors in theirReports to the Financial Statements they have placed an unmodified opinion on theFinancials for the company for the year ended 31st March 2021. In the Audit Report under" Emphasis of Matter" attention is drawn to Note No. 2 to the Statement whichexplains the staging of accounts to whom moratorium benefit was extended in accordancewith the Reserve Bank of India COVID-19 Regulatory Package. Further the Company considersthat all the assets are recoverable. Also the extent to which COVID-19 pandemic willimpact the Companys operations and financial results is dependent on futuredevelopments which are uncertain at this point of time. Auditor opinion is not modifiedin respect of the matter.
During the year under review neither the statutory auditors nor the secretarialauditor have reported to the Audit Committee of the Board under Section 143(12) of theAct any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in this Report. RBI has issued Guidelinesfor appointment of Statutory
Central Auditor (SCA)/ Statutory Auditor (SAs) of Commercial Banks (excluding RRBs)UCBs and NBFCs (including HFCs) vide its circular No. RBI/2021-22/25 Ref. No DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27 2021 read with FAQ which inter alia mandatescertain criteria for appointment & tenure of Auditors. The Company will comply withthe said guidelines in due course.
Section 204 of the Act inter alia requires every listed company to annex to itsBoards report a Secretarial Audit Report given in the prescribed form by aCompany Secretary in practice. The Board had appointed M/s. M R & AssociatesPracticing Company Secretaries as the Secretarial Auditor to conduct Secretarial Audit ofthe Company for the Financial Year 2020-2021 and their report is annexed to this report(Annexure II). There is no adverse finding or qualification given by Secretarial Auditorin its Report.
Furthermore the Secretarial Auditor M/s. M R & Associates Practicing CompanySecretaries have also certified the compliance as per Regulation 24A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and same has been intimated tothe stock exchanges within the stipulated time and there stood no qualification reportedby the Secretarial Auditor.
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism/Whistle Blower Policy in terms of Section 177 of theCompanies Act 2013 Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and amendments thereof and Regulation 9A (6) of SEBI(Prohibition of Insider Trading) Regulations 2015. Directors employees of the Company mayreport any issue of genuine concerns regarding unethical behavior actual or suspectedfraud or violation of the Companys Code of Conduct and Ethics policy orinappropriate functioning of the organization which is impacting and compromising with theinterest of the Company and its stakeholders in any way. The Audit committee oversees thefunctioning of this policy. No person is denied access to the Chairman of the AuditCommittee.
The said policy is available on the website of the Company www.ashikagroup.com and canbe accessed at the linkhttps://ashikagroup.com/pdf/policies/ACCL-Vigil-Mechanism-Policy.pdf Further nocomplaints were reported under the Vigil Mechanism during the year under review.
17. RISK MANAGEMENT FRAMEWORK:
The Companys governance structure has well defined roles and responsibilitieswhich enable and empower the Management to identify assess and leverage businessopportunities and manage risks effectively. Pursuant to section 134(3)(n) of Companies Act2013 and Regulation 17(9) of SEBI (LODR) Regulations 2015 the Company has developed andimplemented a risk management policy which is periodically reviewed by the management. Therisk management framework encompasses practices relating to identification assessmentmonitoring and mitigation of various risks to key business objectives. Besides exploitingthe business opportunities the risk management process seeks to minimise adverse impactsof risk to key business objectives. The Audit Committee has additional oversight in thearea of financial risks and controls. Your Company has developed robust systems andembraced adequate practices for identifying measuring and mitigating various risks Business Market Strategic Operational Credit Human Resource Interest Regulation& Compliance Liquidity and Covid-19 risk and ensuring that they are contained withinpre-defined threshold levels. The detailed section on key business risks and theirmitigation strategies forms part of Management Discussion and Analysis Sectionin the Report on Corporate Governance which forms part of annual report.
18. CORPORATE SOCIAL RESPONSIBILITY:
The CSR committee of the company comprises of three (3) members out of which two (2)are Independent Director. The committee is chaired by Independent Director. Details of therole and functioning of the Committee are given in the Report on Corporate Governancewhich forms part of the Annual Report.
The objective of the Companys Corporate Social Responsibility (CSR)initiatives is to improve the quality of life of communities through long-term valuecreation for all stakeholders. The Company has in place a CSR policy which providesguidelines to conduct CSR activities of the Company. The objective of the Company is tostrive for economic development with minimal resource footprint. It takes up CSRprojects/programmes through which contribution can be made directly by the Company orthrough a registered trust/ Section 8 company which benefits the communities in andaround resulting in enhancing the quality of life of the people in the area where thegroup has its business operations.
Further pursuant to the introduction of Companies (Corporate Social ResponsibilityPolicy) Amendment Rules 2021 w.e.f. 22nd January 2021 and notification of certainsections of Companies (Amendment) Act 2019 and Companies (Amendment) Act 2020 w.e.f.22nd January 2021 the Corporate Social Responsibility policy of the Company has beenrevised in line with the aforesaid amendments in the Companies Act 2013 and CompaniesRules as recommended by CSR committee and approved by Board and is available on thewebsite of the Company athttps://ashikagroup.com/pdf/policies/Corporate-Social-Responsibility-Policy-14.02.2021.pdf.During the year under review your Company spent an amount of ` 10 lacs as against its 2%obligation (i.e. 2% of Average Net Profits of the Company for the preceding threefinancial years) of ` 7.88 lacs for the said F.Y. Hence there was excess expenditure of `2.12 Lacs during the CSR spend of F.Y. 2020-2021 and the same shall be set-off as againstthe CSR obligations for the succeeding Financial Year.
The Annual Report on CSR activities in terms of Section 135 of the Companies Act 2013(the Act) and the Rules framed thereunder is annexed to this report (AnnexureIII).
19. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION
Other than the ongoing impact of Covid-19 on the financials and operations of theCompany during the year under review there have been no material changes and commitmentsaffecting the financial position of the company which have occurred since 31st March2021 being the end of the Financial Year of the Company to which financial statementsrelate and the date of the report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:
During the year under review there has been no significant and material orders passedby the regulators or courts or tribunals impacting the going concern status and theCompanys future operations.
Manali Properties & Finance Ltd. had filed a complaint case against the companyAshika Credit Capital Ltd. and its Officers u/s 200 of the Code of Criminal Procedure inthe Metropolitan Magistrate Court Kolkata which has been stayed by the HonbleCalcutta High Court vide its Order dated 12.09.2012 on an application filed by us u/s 482of the Code of Criminal Procedure. The matter is still pending in the MetropolitanMagistrate Court Kolkata due to stay granted against it. Further it is pending in theHonble High Court at Calcutta.
21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Companys internal financial control are commensurate with the nature of itsbusiness the size and complexity of its operations and such internal financial controlswith reference to the Financial Statements are adequate. The controls were tested duringthe year and no reportable material weaknesses either in their design or operation wereobserved. To maintain independence and objectivity in its function the Internal Auditorreports directly to the Audit Committee of the Board. The details in respect of internalfinancial control and their adequacy are included in the Management Discussion andAnalysis which forms a part of this report.
The Company has put in place robust system and procedures which inter alia ensureintegrity in conducting its business safeguarding of its assets timely preparation ofreliable financial information accuracy & completeness in maintaining accountingrecords and prevention & detection of frauds & errors.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013
Your Company is a non-deposit taking NBFC. The details of Loans covered under theprovisions of Section 186 of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 are disclosed in the Notes to the Standalone Financial Statements.Your Company has neither made any Investments nor given any Guarantee or provided anySecurity during the year under review. Pursuant to MCA Notification dated 11th October2019 the Company being an NBFC is exempted from the compliance of the provisions ofSection 186 of Companies Act 2013.
Your company is a non- deposit taking NBFC registered with RBI thus the said clauseis not applicable to the Company as per the provisions of Companies Act 2013 and rulesframed thereunder. Further Company has not taken any deposit pursuant to the provisionsof Non-Banking Financial Companies (Acceptance of Public Deposits) (Reserve Bank)Directions 2016.
24. PARTICULARS OF CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:
During the year under review all related party transactions entered into by theCompany were placed before the Audit committee as well as Board for Approval. All RPTwere at arms length and in the ordinary course of business. Prior omnibus approvalis obtained for related party transactions which are of foreseeable and repetitive naturewhen ever required. The Company did not have any contracts or arrangements with relatedparties in terms of Section 188(1) of Companies Act 2013. Also there were no materialrelated party contracts entered into by the Company. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 isnot applicable to the Company for FY 2020-2021 and hence does not form part of thisreport. Details of related party transactions entered into by the Company in terms of IndAS-24 are disclosed in notes to the standalone/consolidated financial statements formingpart of this Annual Report. A statement giving details of all Related Party Transactionsis placed before Audit Committee and the Board on a quarterly basis. Members may refer tothe notes to the financial statements for period ending 31st March 2021 for details ofRelated Party Transactions.
The Policy on Related Party Transactions as reviewed by the audit committee andapproved by Board of Directors has been posted on the Companys website at https://ashikagroup.com/pdf/policies/ACCL-RPT-Policy.pdf
25. CORPORATE GOVERNANCE REPORT:
The Board of Directors of the Company ensure that the Company practices sound corporategovernance and takes necessary actions at appropriate times for enhancing and meetingstakeholders expectations while continuing to comply with the mandatory provisionsof Corporate Governance. The Company considers it their inherent responsibility todisclose timely and accurate information regarding the operations and performanceleadership and governance of the Company. In compliance with the provisions of Regulation34 of the Listing Regulations read with Schedule V to the said Regulations the AnnualReport of the Company for the Financial Year 2020-2021 contains a separate section onCorporate Governance alongwith a Certificate from the Practicing Company Secretarycertifying compliance with conditions of Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year under review is presented in a separate section formingpart of the Annual Report.
26. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:
Your Company is an equal employment opportunity company and has zero tolerance towardssexual harassment at the workplace. Your Company provides a work environment which ensuresthat every woman employee is treated with dignity respect and equality and any act ofsexual harassment invites serious disciplinary action. The Company has adopted the grouppolicy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder. The Company hascomplied with the provisions relating to the constitution of the Internal ComplaintsCommittee as per the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company received NIL complaints ofsexual harassment. The group sexual harassment policy is uploaded on the website of thecompany at www.ashikagroup.com at the given link at https://ashikagroup.com/pdf/policies/Group-Policy-on-Sexual-Harassment.pdf.
27. COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI
The Board of Directors affirms that the Company has duly complied with the applicableSecretarial Standards (SS) relating to Meetings of the Board (SS-1) and General Meetings(SS-2) issued by the Institute of Company Secretaries of India which have mandatoryapplication during the year under review.
28. DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO SECTION 148(1) OFTHE COMPANIES ACT 2013
The Company is not required to maintain cost records as specified u/s 148(1) of theCompanies Act 2013 read with the applicable rules thereon for the FY 2020-2021. Hence thesaid clause is not applicable to the Company with respect to its nature of business.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGOES:
Your Company has no activity relating to Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo as stipulated in Rule 8(3) of Companies (Accounts)Rules 2014. Hence the requirements pertaining to disclosure of particulars relating toConservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo asprescribed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies(Accounts) Rules 2014 are not applicable to the Company.
30. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors to the best of their knowledge and belief and according to theinformation and explanation obtained by them make the following statement in terms ofclause (c) of sub-section (3) of section 134 of Companies Act 2013 that:
a) In the preparation of the annual accounts for the financial year ended on 31st March2021 the applicable accounting standards had been followed along with proper explanationrelating to material departures.
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 as at 31st March 2021 and of the profitand 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 Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
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.
f ) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Directors express their deep sense of gratitude to the Central and StateGovernments and departments acknowledge the excellent support and co-operation receivedfrom exchanges its shareholders clients bankers business partners associations andother stakeholders and place on record their sincere appreciation to its employees fortheir continued co-operation in realisation of the corporate goals in the years ahead.
| ||For and on behalf of the Board of Directors |
| ||(PAWAN JAIN) ||(DAULAT JAIN) |
|Place: Kolkata ||Chairman ||Managing Director & CEO |
|Date: 06.05.2021 ||DIN: 00038076 ||DIN: 00040088 |