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Ashirwad Capital Ltd.

BSE: 512247 Sector: Financials
NSE: N.A. ISIN Code: INE894A01026
BSE 00:00 | 27 Jan 9.41 0.44
(4.91%)
OPEN

9.22

HIGH

9.41

LOW

8.53

NSE 05:30 | 01 Jan Ashirwad Capital Ltd
OPEN 9.22
PREVIOUS CLOSE 8.97
VOLUME 227075
52-Week high 14.31
52-Week low 3.42
P/E 37.64
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.22
CLOSE 8.97
VOLUME 227075
52-Week high 14.31
52-Week low 3.42
P/E 37.64
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ashirwad Capital Ltd. (ASHIRWADCAP) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 35thAnnual Report on thebusiness and operations of the Company and Audited Statement of Accounts for the yearended on 31st March 2021.

1. FINANCIAL HIGHLIGHTS:

The Board's Report is prepared based on the standalone financial statements of theCompany.

(Rs. in Lakhs)

Particulars Year ended 31.03.2021 Year ended 31.03.2020
1. Revenue from operations 61.90 38.00
2. Other Income 8.50 7.63
3. Total revenue 70.40 45.63
4. Total Expenditure
i) Employee benefit Expenses 1.45 1.77
ii) Depreciation 0.84 0.90
iii) Other Expenditure 7.62 9.55
Total 9.91 12.22
5. Profit Before Tax (3-4) 60.49 33.41
6. Provision for taxation
i) Current Tax 3.07 4.33
ii) Deferred Tax (0.13) (0.04)
iii) Earlier years Tax - -
7. Profit After Tax 57.55 29.12
8. Balance carried from previous year 59.6 84.53
9. Amount Available for Appropriation 117.15 113.65
10. Appropriations:
Dividend - (40.00)
Dividend Distribution Tax - (8.22)
Transferred to Statutory Reserve (11.52) (5.83)
Transferred to General Reserve - -
11. Balance carried to Balance Sheet 105.63 59.6
12. Basic and Diluted EPS 0.14 0.07

2. DIVIDEND:

In view of the Limited profits of the Company your directors does not recommenddividend for the financial year ending on March 31 2021.

3 . RESERVES:

As required under Section 45IC of the Reserve Bank of India Act 1934 20% of the netprofits are required to be transferred to a Special Reserve Account Therefore an amount ofRs. 11.52 Lakhs which equal to 20% of the net profits has been transferred to saidReserve.

4. OPERATIONS:

During the period under review thetotal income was Rs. 70.40 Lakhs as Compared toPrevious Year: Rs 45.63 Lakhs. The Company has earned the Net Profit of Rs.57.55 Lakhs(Previous Year Net Profit: Rs. 29.12 Lakhs) Your directors are confident that theperformance for the coming years is expected to improve with expected improvements in theeconomic activities.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors 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 so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the Directors 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; and

(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.

6. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS /REGULARIZATIONS DURING THE YEAR:

Following changes took place during the financial year 2020-21:

Name of Director DIN Date of Appointment /Date of Cessation/ Date of Regularization Nature of Change (Appointment/ Cessation)
Ms. Rhea Poddar 08729717 July 1 2020 Appointment as Additional Director.
Mr. Aryan Poddar 08882779 September 17 2020 Appointment as Additional Director.
Mr. Madhusudan Lohia 00175621 July 29 2020 Appointment as Additional Independent Director.
Mr. Ramprasad Poddar 00163950 November 3 2020 Resignation of Director.
Mr. Rakesh Garodia 00143438 November 11 2020 Re-appointment as Independent Director.
Ms. Rhea Poddar 08729717 December 28 2020 Regularization as Director
Mr. Aryan Poddar 08882779 December 28 2020 Regularization as Director
Mr. Madhusudan Lohia 00175621 December 28 2020 Regularization as Independent Director

7. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9 as requiredunder Section 92(3) of the Companies Act 2013 read with rule 12(1) of the Companies(Management and Administration) Rules 2014 as amended from time to time are included inthis Report as Annexure-1 and forms an integral part of this report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto is disclosed inForm No. AOC-2 which is enclosed as Annexure 2.

9. PARTICULARS OF EMPLOYEES:

The Information pursuant to rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is described in below table:-

Particulars Remarks
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year. Net applicable since no remuneration has been paid to the Directors.
2. The percentage increase in the remuneration of each director. Chef Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year Net applicable since no remuneration has been paid to the Directors.
3. The percentage increase in the median remuneration of empoyees in the financial year (in. Lacs) Median Remuneration FY 2020-21 Median Remuneration FY 2019-20 % Increase
1.44 1.76 18.18
4. The number of permanent employees on the rolls of Company. 01 (one)
5. Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the manager al remuneration and justification thereof and point out f there are any exceptional circumstances for increase in the managerial remuneration FY 2020- 2021 (in lacs) FY 2019- 2020 (in lacs) % I-crease
Employees salary 1.44 1.76 18.18
Managerial salary NIL NIL NIL
6. Affirm at on that the remuneration s as per the remuneration policy of the Company. It is affirmed that the remuneration is as per the remuneration policy of the Company.

(2) Particulars of employees drawing remuneration in excess of limits prescribed underSection 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 :

There are no employees drawing remuneration exceeding Rupees One

Crore and Two Lakhs per annum if employed throughout the financial year or Rupees EightLakh Fifty Thousand per month if employed for part of the financial year or drawsremuneration in excess of Managing Director or Whole time Director or manager and holds byhimself or along with his spouse and dependent children not less than two percent of theequity shares of the Company.

10. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:

Particulars No. of meetings held
1. Board Meetings Six
2. Audit Committee Meetings Four
3. Independent Directors Meeting One
4. Nomination and Remuneration Committee Meeting One

11. FORMAL ANNUAL EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual evaluation of its own performance and working of its Committees.The Board's functioning was evaluated on various aspects including inter alia degree offulfillment structure and composition establishment and delegation of responsibilities tovarious Committees. Directors were evaluated on aspects such as attendance andcontribution at Board/ Committee Meetings and guidance/ support to the management of theCompany. Areas on which the Committees of the Board were assessed included degree offulfillment responsibilities adequacy of Committee composition and effectiveness ofmeetings.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.

12. DECLARATION BY INDEPENDENT DIRECTORS:

Declarations by the Independent Directors that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has been receivedby the Company.

13. REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The remuneration policy is also uploaded on the website www.ashirwadcapital.in

14. AUDITORS:

At the Annual General Meeting held on September 28 2018 M/s. Sanjaythattheremuneration P Jain & Co. Chartered Accountants (FRN 103969W) Mumbai wereappointed as statutory auditors of the Company to hold office till the conclusion of theAnnual General Meeting to be held in the year 2023.

The report given by the auditors on the financial statement of the Company is a part ofthe Annual Report. There has been no qualification reservation adverse remarks ordisclaimer given by the auditors in their report.

15. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s.Sandeep Dar and Co. Practicing Company Secretaries have been appointed as SecretarialAuditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure 3to this report. The report is self-explanatory. However Company has initiated necessarysteps to comply with various non-compliances as per the provisions of various statutementioned under the Secretarial Audit Report.

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company atwww.ashirwadcapital.in

17. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as required under section 177(8) of the Companies Act2013.

The Composition of Audit Committee is as follows:

1. Mr. Sanjiv Rungta - Chairman

2. Mr. Rajesh Poddar - Member

3. Mr. Rakesh Garodia - Member

18. SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments which adversely affects the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

19. RISK MANAGEMENT:

The Company is periodically reviewing its risk perception taking into accounts overallbusiness environment affecting / threatening the existence of the Company. Presentlymanagement is of the opinion that such existence of risk is minimal.

20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved and that such internal financial controls are adequate and operating effectively.

21. DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and it continues to be a Non-deposit taking Non Banking FinancialCompany.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:

The Company being a Company whose principal business is acquisition of shares andsecurities provisions of section 186 of the Companies Act 2013 are not applicable.

23. MANAGEMENT DISCUSSION AND ANALYSIS: I. INDUSTRY STRUCTURE AND DEVELOPMENTS:

NBFC's have flexible structure than banks. Their flexible structure helps in broadeningthe market by providing the saver and investor a bundle of services on competitive basis.

We witness that NBFC sector in India are facing stiff competition from different banksand financial institutions. On the consumer side of the business the ability to competein various product offerings often is dictated by operational efficiencies and economiesof scale. However as the market is volatile in nature the long term growth of capitalmarket calls for a matter of concern

II. OPPORTUNITIES AND THREATS:

Your Company is exposed to external and internal risks associated with the business. Itis exposed to strong competitive pressures and financial risks from changes in interestrate economic cycles etc.

The independent finance industry issues debt and lends the proceeds to individuals andCorporations on both Secured and Unsecured basis. Consequently the ability to access theshort medium and long-term markets at competitive rates is critical to their ongoingviability. Your company faces tough competition from Nationalized Foreign and PrivateSector Banks due to their ability to grant loan at a considerably low rate of interest.

III. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE:

The Company is a Non Banking Finance Company (NBFC). It is engaged in the business ofinvestment and lending which is the only segment in the Company. Hence the results forthe year under review pertain to only financing activity.

IV. RISK AND CONCERNS:

The Company has a strong Risk Management System for identification monitoringmitigation and reporting of the risks associated with its operations. The Company has anestablished practice of compliance reporting covering all operations and supportfunctions; compliance reporting is periodically reviewed to ensure comprehensive coverage.

The COVID-19 pandemic has disrupted the business operations due to

Lockdown and other emergency measure imposed by the Government.

The Company will continue its operations in a phased manner in line with directivesfrom the authorities.

V. OUTLOOK:

Company would definitelytry to establish itself and remain as a strong player in thefinance industry. With the Capital market expected to be in a better mode than theprevious few years and with our efforts we can look forward to a prosperous year for thecompany.

Our portfolio at Ashirwad "Ashirwad–200" remains strong focused andvaried yet balanced and is well on its way to deliver a dynamic performance for the nextfive years. We are excited to see how the macro model of the Indian economy benefits themicro i.e. the results of the large cap Companies of India.

VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.

The Process of internal control system plays a critical role in the health of theCompany. The Company has well defined documented policy guidelines and has an adequateinternal control system commensurate with its size and nature of business and suitableinternal control procedures that ensures efficiency of operations and safe guard of itsassets.

These procedures are designed to ensure :

That all assets and resources are used efficiently protected;

That all internal policies and statutory guidelines are complied within letter &spirit;

The accuracy and timing of financial reports and management information.

VII. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT INCLUDINGNUMBER OF PEOPLE EMPLOYED:

The Company has cordial relations with its employees. The Company commends thecommitment dedication and competence shown by its employees in all aspects of business.With the growing requirements of the Company Company has taken necessary initiatives toensure not only the retention of the employees but also their growth and development.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONAND REDRESSAL) ACT 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceunder the Act.The following is a summary of sexual harassment complaint received ordispose of during the year 2020-21.

No. of Complaint received: NIL

No. of Complaint disposed off: NIL.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

In view of the nature of activities of the Company conservation of energy andtechnology absorption respectively are not applicable to the Company. There were noforeign exchange earnings or outgo during the year under review.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant and are adequately

Tribunals which impact the going concern status and Company's' operations in future.

27. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards viz. the Secretarial Standard -1 on Board Meetings(SS-1) and Secretarial Standard -2 on General Meetings (SS-2) issued by the Institute ofCompany Secretaries of India and approved by the Central Government and that such systemsare adequate and operating effectively.

28. LISTING AGREEMENT WITH THE STOCK EXCHANGE:

The Company has entered into the Uniform Listing Agreement as per SEBI

(Listing Obligations and Disclosure Requirement) Regulations 2015 and confirms that ithas paid the Annual Listing Fees for the year 2020-21 to BSE Ltd. where the Company'sShares are listed.

29. ACKNOWLEDGEMENT:

We record our gratitude to the Banks and others for their assistance and cooperationduring the year. We also wish to place on record our appreciation for the dedicatedservices of the employees of the Company. We are equally thankful to our esteemedinvestors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board
303 TantiaJogani Industrial Estate Ashirwad Capital Limited
J. R. Boricha Marg Lower Parel
Mumbai – 400 011.
Date: 29th June 2021 Dinesh Poddar
Place: Mumbai Chairman & Managing Director

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