Your Directors takes pleasure in presenting the Twenty-Fifth Annual Report of theoperations and business of your Company together with the Audited Statement of Accountsfor the year ended 31st March 2018.
1. FINANCIAL SUMMARY OF THE COMPANY:
| || ||(Amount in Rs. lakhs) |
|Financial results for the year ended ||31st March 2018 ||31st March 2017 |
|Total Income ||1103.69 ||183.22 |
|Profit/ (Loss) before tax ||376.41 ||298.62 |
|Less: Tax Expenses ||98.69 ||110.36 |
|Profit/(Loss) for the year ||277.72 ||188.26 |
|Add: Balance as per last financial statements ||(573.83) ||(72443) |
|Less: Transfer to statutory reserve U/s 45-IC of RBI Act 1934 ||55.54 ||37.65 |
|Surplus/(Deficit) in the Statement of Profit and Loss ||(351.65) ||(573.83) |
2. STATE OF COMPANY AFFAIRS:
The year 2017-18 is a profitable year for the Company wherein your company recorded aprofit after tax of RS.277.72 lakh as compared to RS.188.26 lakh in the previous FinancialYear showing growth of approx 48%. Your company has earned approx RS.1089.24 lakh in thecurrent fiscal year which pertains to interest income .
During the year 2017-18 your company has drastically increased its loan book sizesecured and unsecured both in terms of value and count as compared to its previous year.The Company is concentrating more on lending activities as can be reflected from the LoanBook which has increased nearly 3 times as compared to last year. Your company as on 31stMarch 2018 has crossed the asset size of RS.100 crore .
The EPS (both basic & diluted) of your company is reflected as H3.94 and H3.93respectively.
3. CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the Company during the FY 2017-2018.Your company is engaged in financial services i.e. providing Loan against securities sothere is only one segment reporting as per AS 17.
Your Board of Directors has declared that the funds of the Company are required forfuture expansion of the Company and so the profits of the Company for the year ended 31stMarch 2018 shall be deployed for the said purpose. The Board has decided not to recommendany dividend for the year ended 31st March 2018.
5. CHANGES IN SHARE CAPITAL:
During the year the Company issued 3805174 equity shares of face value of RS.10/-each and & 1080000 convertible warrants of face value of RS.10/- each at H36/- pershares at a premium of RS.26/- per share on preferential basis to promoter &non-promoter group on 27th March 2018. The new Equity Shares issued shall rank pari passuwith the existing Equity Shares of the Company in all respects.
Consequent to issue of the additional Equity Shares as above the issued and subscribedShare Capital of the Company stands to RS.1080.62 lakh divided into 10806174 Equityshares of RS.10/- each and Paid up Share Capital stands to RS.1080 lakh divided into10800000 Equity shares of RS.10/- each. Further the paid up share capital on fullydiluted basis stands to RS.1188 lakh divided into 11880000 Equity shares of RS.10/-each.
Further the Company has utilized the proceeds of the Preferential issue after the endof FY 31.03.2018 and the said proceeds were utilized for the objects as mentioned in thenotice of Shareholders and Private Placement Offer Letter. Also there has been nodeviation in utilization of proceed pursuant to regulation 32 of SEBI (LODR) Regulation2015.
6. TRANSFER TO RESERVE:
Your company proposes to transfer H55.54 lakhs to statutory reserve under section 45 ICof RBI Act 1934 for the year ended 31st March 2018.
7. DIRECTORS & KEY MANAGERIAL PERSON: DIRECTORS
During the year there stood changes in the Board of the Company wherein Mr. K.PKhandelwal Independent Director Mr. K.K.Saraf non executive director & Ms. AnjuMundhra Executive Director resigned from the directorship of the Company w.e.f.13.09.2017 01.11.2017 & 20.11.2017 respectively. Further Your directors at itsmeeting held on 14th February 2018 on the recommendation of the Nomination andRemuneration Committee had appointed Ms Suparna Sengupta as the Additional Director in thecapacity of NonExecutive Independent Director with effect from 14.02.2018 for a period of3 years subject to approval of shareholders at the ensuing Annual General Meeting.
RETIREMENT BY ROTATION
Pursuant to regulation 36 of SEBI (LODR) Regulation 2015 a brief resume/detailsrelating to Directors who are proposed to be appointed/re-appointed and the details of thedirector liable to retire by rotation is furnished in the Notice of the ensuring AnnualGeneral Meeting (AGM) of the Company. The Board of Directors of your Company recommendsthe reappointment of the Director liable to retire by rotation at the ensuing AnnualGeneral Meeting (AGM).
All the Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and as per regulation 25 of SEBI(LODR) Regulation 2015. All requisite declarations were placed before the Board.
In compliance with the requirement of Regulation 25 of Listing Regulations the Companyhas conducted familiarization programme for the Independent Directors to familiarize themabout the Company and their roles rights responsibilities in the Company. The details ofthe familiarization programme are uploaded on the website of the Company athttp://www.ashikagroup.com/PDF/ familiarization%20programme.pdf.
The major highlights of the Remuneration Policy of the Company framed on selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of section178 are disclosed in the Corporate Governance Report . The policy is uploaded at thewebsite of the Company at http:// www.ashikagroup.com/PDF/Remuneration_Policy_final . pdf.
KEY MANGERIAL PERSONNEL
In terms of section 203 of Companies Act 2013 and rules made thereon the following arethe Key Managerial Personnel of the Company.
1) Mr. Pawan Jain-Whole Time Director (Executive Chairman)
2) Mr Daulat Jain-Managing Director & CEO
3) Mr Amit Jain-Chief Financial Officer
4) Ms Anju Mundhra-Company Secretary
8. NUMBER OF MEETINGS OF THE BOARD:
The Company has duly complied with section 173 of the Companies' Act 2013. During theyear under review five board meetings were convened and held. The date on which meetingwere held are as follow 30th April 2017 27th July 2017 23rd October 2017 14th February2018 & 22nd February 2018.The maximum interval between any two meetings did notexceeded 120 days.
9. FORMAL ANNUAL EVALUATION:
During the year the Board has carried out the annual evaluation of its own performanceas well as the evaluation of the working of its Committees and individual Directors. Thisexercise was carried out through a structured questionnaire prepared separately for BoardCommittee Chairman and individual Directors.
The questionnaire and evaluation process was reviewed & reframed in the context ofSEBI Guidance Note on Board evaluation dated January 5 2017 and necessary alignment wasmade with the requirements. Separate exercise was carried out to evaluate the performanceof chairman and Managing Director on basis of the parameters such as contributionindependent judgment effective leadership to the Board safeguarding of minorityshareholders interest etc.
The Nomination and Remuneration Committee has carried out evaluation of everydirector's performance and reviewed the self evaluation submitted by the respectivedirectors. These meetings were intended to obtain Directors' inputs on effectiveness ofBoard/ Committee processes.
The Independent Directors at their meeting reviewed the performance and role ofnon-independent directors and the Board as a whole and Chairman of the Company. Furtherthe IDs at their meeting had also assessed the quality quantity and timeliness of flow ofinformation between the Company management and the Board that was necessary for the Boardto effectively and reasonably perform their duties.
The Board considered and discussed the inputs received from the Directors whichreflects the overall engagement of board and its committee with the Company. Board'sactions and decisions are aligned with the Company's best interest. ALL Directors areinteractive and participative. The Directors at the individual level enhances the value ofboards' effectiveness by elevating its knowledge and integrating the same in aLL desiredways so as to commit to the goaL of sustainabLy eLevating the Company's vaLue creation forthe long term. The Chairman has wide knowledge and vast experience and skiLLs andunderstanding of the Board's Functioning.
10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :
The statement containing the discLosure as required in accordance with the provisionsof Section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies(Appointment and Remuneration of ManageriaL PersonneL) Rules 2014 is annexed as AnnexureA. and forms part of the Board Report.
Further none of the employees of the Company are in receipt of remuneration exceedingthe Limit prescribed under ruLe 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 so details required pursuant to Section 197(12) of theCompanies Act 2013 read with ruLe 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not appLicabLe. Further the detaiLsof top ten empLoyee of the Company is annexed as Annexure A..
11. 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.
12. AUDITORS STATUTORY AUDITOR
Pursuant to section 139(1) of Companies Act 2013 read with appLicabLe ruLes thereonM/s. Haribhakti & Co. LLP (Registration no: 103523W/W100048) have been appointed asStatutory Auditors of the Company for a period of 5 year from the concLusion of 24thAnnuaL GeneraL Meeting heLd in 2017 tiLL the concLusion of the 29th AnnuaL GeneraL Meetingto be held in the year 2022 subject to ratification by sharehoLders in every AGM..Pursuant to the Companies Amendments Act 2017 w.e.f. 07.05.2018 the proviso to section139(1) of Companies Act 2013 in regard to the ratification of appointment of StatutoryAuditor in every AnnuaL GeneraL Meeting has been omitted.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of ManageriaL PersonneL) RuLes 2014 the Company hasappointed M/s. MR & Associates (Membership no 4515) Practicing Company Secretaries toundertake the SecretariaL Audit of the Company for the financiaL year 2017-18. TheSecretarial Audit Report for the year ended 31st March 2018 is annexed herewith asAnnexure B. The SecretariaL Audit Report does not contain any quaLification reservationor adverse remark.
Pursuant to the provisions of Section 138 of the Companies Act 2013 and rules framedthereon your Company has appointed M/s. Shyamsukha Amit & Associates CharteredAccountant to undertake the InternaL Audit of the Company for the F.Y. 2017-2018. Therestood no adverse finding & reporting by the InternaL Auditor in the InternaL AuditReport for the year ended 31st March 2018.
The Auditors' Report does not contain any quaLifications reservation or adverseremarks .The statutory Auditor has not reported any incident of fraud to the Auditcommittee or Board of Directors of the Company in the year under review.
With a view to have a more focused attention on business and for better governance andaccountabiLity and in accordance with appLicabLe provisions your Board has the foLLowingmandatory committees viz. Audit Committee StakehoLders' ReLationship Committee andNomination and Remuneration Committee. The detaiLs of the committee with terms ofreference aLong with composition meeting heLd and attended by the Directors during theyear are provided in the Corporate Governance Report as per Regulation 34 of SEBI (LODR)Regulations 2015.
14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company has estabLished a vigiL mechanism for Directors and empLoyees to reporttheir genuine concerns and about unethicaL behavior actuaL or suspected fraud orvioLation of the Codes of conduct or ethics poLicy. It has adopted a WhistLe BLower PoLicyand the same is hosted on the website of the Company (http://www.ashikagroup.com/PDF/VigiL_Mechanism_PoLicy.pdf). The detaiLs of the said vigiL mechanism have beengiven in the Corporate Governance Report annexed to this Report.
15. RISK MANAGEMENT POLICY:
Pursuant to section 134(n) of Companies Act 2013 and ReguLation 17(9) of SEBI (ListingObLigation and DiscLosure Requirements) ReguLations 2015 your company has a robust Riskmanagement framework to identify evaLuate business risk and opportunities. This frameworkseeks to create transparency minimize adverse impact on the business objectives andenhance the competitive advantage. The framework has a different risk model which helps inidentifying risk trends exposure and potential impact analysis at a company level. Thekey business risk identified by the Company are related to Market Risk Operational RiskInterest Risk Credit Risk Liquidity Risk Human Resource Risk and Regulation &Compliance and other related which are covered in MDA report..
16. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Sec 135 is not applicable for your Company therefore the Company hasnot taken any initiatives for implementation of CSR accordingly.
17. EXTRACT OF ANNUAL RETURN:
Companies Act 2013 makes mandatory for every company to prepare an extract in theformat prescribed MGT 9. The details extract forming part of the Annual Return as on 31stMarch 2018 is annexed herewith as Annexure-C.
18. MATERIAL CHANGES:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred since 31st March 2018 being the end of the FinancialYear of the Company to which financial statements relate and the date of the report.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations. Thecourt has granted a stay order on 12.09.2012 in connection to our application filed u/s482 Hon'ble High Court Calcutta against the compliant filed by Manali Properties Limitedand M/S. Manali Properties & Finance Private Limited against company & itsofficers u/s 200 of the Criminal Procedure Code before the Court of MetropolitanMagistrate Kolkata. The matter is still pending before Bankshall court and High CourtKolkata.
20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:
The Company's Internal Financial Control System is commensurate with the size scaleand complexity of its operations. Detailed procedural manuals are in place to ensure thatall the assets are safeguarded protected against loss proper prevention & detectionof frauds & error the accuracy and completeness of the accounting records and alltransactions are authorized recorded and reported correctly. The scope and authority ofthe Internal Audit (IA) function is defined in the internal financial control policy.These are monitored and routinely monitor and evaluated by the Statutory as well asInternal Auditors.
The Internal Auditor monitors and evaluates the efficiency and adequacy of InternalFinancial control system in the Company its compliance with operating systems accountingprocedures and policies. To maintain its objectivity and independence the InternalAuditor reports directly to the Chairman of the Audit Committee of the Board all thesignificant audit observations and follow up actions thereon. Both Statutory and internalauditor have quarterly sessions with the Audit committee. The Internal audit reports areplaced before the Audit committee on quarterly basis and all findings and observation arerecorded thereon. The said observation and comments if any of the Audit Committee areplaced before the board.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013
Your Company is non deposit taking NBFC company.. During the year under review theCompany has not made any investment and given any guarantee. The detail of Loan givenpursuant to Section 186 are mentioned in the notes to the Financial Statements.
Your company is Non Deposit taking NBFC registered with RBI thus the said clause isnot applicable and the Company does not accept any deposit. The Board of Directors hasduly passed a resolution in their meeting giving effect to the aforesaid statement.
23. CONTRACTS/ TRANSACTIONS/ARRANGEMENTS WITH RELATED PARTIES:
All contracts/ arrangements/transactions with related parties entered by the Companyduring the financial year 2017-18 were at arm's length basis and in the ordinary course ofbusiness and are in compliance with the applicable provision of the Companies Act 2013 andSEBI (LODR) Regulation 2015. There were no materially significant related partytransactions made by the Company with Directors their relatives etc which may have apotential conflict with the interest of the Company at large. Members may refer to thenotes to the financial statements for details of related party transactions and hence theCompany is not required to provide the details of form AOC-2..
In terms of Regulation 23(2) of SEBI Listing Regulations 2015 All transactions withRelated Parties are placed before the Audit Committee for approval and the committee alsogrants omnibus approval from time to time for Related Party Transactions.
The Policy on Related Party Transactions has been posted on the Company's website athttp://www.ashikagroup.com/ PDFMSHIKA_RTP.pdf.
24. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 with the Stock Exchanges the report on Corporate Governance andManagement Discussion & Analysis forms part of the Annual Report. The Certificate fromthe Auditors' of the Company confirming compliance with the conditions of CorporateGovernance as stipulated under Schedule V of Regulation 34 of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 also constitute an integral part of the AnnualReport.
25. DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT:
The Company has adopted a'Poiicy for Prevention of Sexual Harassment' to prohibitprevent or deter any acts of sexual harassment at workplace and to provide the procedurefor the redressai of complaints pertaining to sexual harassment thereby providing a safeand healthy work environment. The said policy is upload on the website of the Company athttp:// www.ashikagroup.com/PDF/sexuai%20harassment%20 poiicy-ACCL.pdf. The Companybelieves that it is the responsibiiity of the organisation to provide an environment toits empioyee who is free of discrimination intimidation and abuse and also to protect theintegrity and dignity of its employees and to avoid conflicts and disruptions in the workenvironment. Further there stood no cases fiied during the year under review.
27. DISCLOSURES UNDER SECRETARIAL STANDARD
During the year under review your company was in compiiance with appiicabie SecretariaiStandard issued by Institute of Company Secretaries of India.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGOES:
Since the Company does not own any manufacturing facility the requirements pertainingto disclosure of particulars reiating to conservation of energy technoiogy absorption andforeign exchanges earning and outgo as prescribed under the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 are not applicable.
29. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors to the best of their knowledge and belief and according to theinformation and expianation obtained by them make the foiiowing statement in terms ofciause (c) of sub-section (3) of section 134 of Companies Act 2013 that:-
a) In the preparation of the annual accounts for the financiai year ended on 31st March2018 the appiicabie accounting standards had been followed along with proper expianationreiating to materiai departures.
b) The directors have seiected such accounting poiicies and applied them consistentlyand made judgments and estimates that are reasonabie and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2018 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 foiiowed by theCompany and that such internai financiai controis are adequate and were operatingeffectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofaii applicable laws and that such systems were adequate and operating effectively
The Directors are thankful and acknowledge the unstinting support extended byexchanges its bankers business partner and other stakehoiders and piace on record theirsincere appreciation of its empioyees of the Company for their commitment and hard work inthe growth of the Company.
| || |
For and on behaif of the Board of Directors
| ||(DAULAT JAIN) ||(PAWAN JAIN) |
|Piace: Koikata ||Managing Director ||Chairman |
|Date: 28/05/2018 ||DIN: 00040088 ||DIN:00038076 |