Your Directors are pleased to present their 36th Annual Report on theaffairs of the Company together with the Audited Accounts for the financial year ended onMarch 31 2019.
FINANCIAL PERFORMANCE AND OUTLOOK
(Rupees in Lakh)
|PARTICULARS ||2018-2019 ||2017-2018 |
|Income (including other income) ||12869.41 ||8886.22 |
|Gross Profit prior to financial overheads and depreciation ||1350.45 ||715.22 |
|Financial Overheads ||624.07 ||161.37 |
|Depreciation ||23359 ||222.79 |
|Profit before Tax Exceptional and Extra-Ordinary Items ||492.79 ||331.06 |
|Exceptional and Extra-Ordinary Items ||(-)2.51 ||37.29 |
|Profit before Tax ||490.28 ||368.34 |
|Income/Deferred Tax ||75.99 ||150.39 |
|Profit after Tax-available for appropriation ||414.29 ||217.95 |
|Basic Earnings Per Share ||3.32 ||2.03 |
During the year under review revenue from operations jumped by 45.34% from Rs. 8832.83lakh in previous year to Rs.12837.89 lakh in current year and profits after tax alsojumped from 217.95 lakh in the previous year to 414.29 lakh in the current year. Thedetailed discussion on the state of Company's affairs and the performance of operations ofthe Company is given in the annual report under "Management Discussion and AnalysisReport". There was not any change in the nature of business of the company.
TRANSFER TO RESERVE
The Board of Directors of the company has decided not to transfer any amount toreserves and entire profit after tax has carried over to the Balance Sheet as surplus.
The Board of Directors does not recommend any dividend for the year under review.
During the year under review your Company has neither invited nor accepted/renewed anyfixed deposit. There were no fixed deposits outstanding or unclaimed as on March 31 2019.
CHANGE IN NATURE OF BUSINESS
During the financial year 2018-2019 there is no change in the nature of business ofthe Company. Further there has been no material changes/events or commitments occurredafter the end of financial year and till the date of this report balance sheet till dateof this report.
During the year under review Authorized Share Capital of the Company increased fromRs.107500000/- to Rs.127500000/-. Further during the year the Company had allotted 10Lakh equity shares of Rs.10/- each at a price of Rs.22/- per share on preferential basisto the Promoters Group. The Company had also allotted 10 Lakh convertible warrants ofRs.10/- each on preferential basis to Promoter group out of which 750000 warrants havebeen converted into equity shares of Rs.10/- each at a price of Rs.22/- per share. Paid upshare capital of the Company as on March 31 2019 was Rs.124895036/- (Previous yearRs.107395036/-). Mr. Abhinav Gupta and Ms. Noor Gupta hold 50000 and 200000convertible warrants respectively as on March 31 2019. The Company has neither issuedshares with deferential voting rights nor granted any employee stock options or sweatequity shares.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
None of the Directors of your Company is disqualified under the provisions of theCompanies Act 2013 ((hereinafter in report be called as "the Act") orSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter in report be called as "the ListingRegulations"). A certificate issued by the Practicing Company Secretary in thisrespect as per provisions of circular number CIR/ CFD/CMD/127/2019 dated February 8 2019is annexed as part of this Report as Annexure-7
All the Independent Directors of your Company have given declaration confirming thatthey meet the criteria of independence as prescribed under the Act and the ListingRegulations.
In accordance with provisions of the Companies Act 2013 and Articles of Association ofyour Company Mr. Abhinav Gupta (DIN-02766867) Whole Time Director will retire byrotation and being eligible offer him for re-appointment.
During the year Ms. Noor Gupta (DIN: 03611790) who was appointed as AdditionalDirector in Promoter category effective from December 9 2017 was appointed as Directorby the members in 35th Annual General Meeting. Further Ms. Divya Agarwal (DIN:08016384) who was also appointed as Additional Director in Independent category effectivefrom December 9 2017 was appointed as Director by the members in 35th AnnualGeneral Meeting.
Mr. Suneel Gupta (DIN: 0052084) Managing Director and Mrs. (Dr.) Sangeeta Gupta (DIN:00052121) Whole Time Director have been re-appointed for a period of 3 (Three) yearswith effect from January 9 2020 and April 30 2020 respectively on the terms andconditions as recommended by the Nomination and Remuneration Committee and approved by theBoard of Directors in its meeting held on August 13 2019 subject to your approval. TheBoard recommends their re-appointment for your approval.
The First term of Mr. Piyush Gupta (DIN: 00125678) as an Independent Director is uptoSeptember 29 2019. The Board on the recommendation of Nomination and RemunerationCommittee has proposed re-appointment of Mr. Piyush Gupta as Independent Director of theCompany for second term of 5 (five) consequent years with effect from September 30 2019.Your Directors confirms that the proposed re-appointee possesses the requisite skillexperience and expertise.
Pursuant to sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the following havebeen designated as the Key Managerial Personnel of the Company:
Mr. Suneel Gupta Managing Director
Mr. Girish Singh Adhikari Chief Financial Officer
Ms. Sanjana Tandon Company Secretary
The brief resume and other details of the Directors/Managerial Personnel to bere-appointed as required under Listing Regulations have been provided in notice of AnnualGeneral Meeting and Corporate Governance Report. Details of meeting attended by theDirectors are given in Corporate Governance Report.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
All the promoter Directors are relatives within the meaning of the term 'relative' asper section 2(77) of the Companies Act 2013. However remaining Directors are not relatedto each other.
AUDITORS AND AUDITORS' REPORT
Agarwal & Gupta Chartered Accountants New Delhi will continue as Auditors asthey were appointed as Statutory Auditors of the Company for a period of five years in the34th Annual General Meeting of the members held on September 25 2017.
There is no qualification reservation or adverse remarks in the audit report onfinancial statement of the Company for the financial year ended march 31 2019 given byMessrs Agarwal & Gupta Chartered Accountants New Delhi. The Report of the Auditorson the Financial Statements including relevant rules on the accounts for the financialyear ended March 31 2019 are self-explanatory and do not call for any further comments.The said report forms part of Annual Report.
The provisions relating to Cost Audit are not applicable to the Company.
As per requirements of section 138 of the Act the Company has re-appointed MessrsNaveen Brahma Nand & Company Chartered Accountants as Internal Auditors for thefinancial year 2019-2020.
SECRETARIAL AUDIT REPORT
The Board had appointed Messrs Anil Arora & Associates Company Secretaries NewDelhi as Secretarial Auditors for the financial year 2018-2019 as per provisions ofsection 204 of the Companies Act 2013. The report of Secretarial Auditors is annexed as'Annexure-1'.The Board has re-appointed them for the financial year 2019-2020.
Further pursuant to Regulation 24A of Listing Regulations a Secretarial ComplianceCertificate issued by a practicing Company secretary is annexed as "Annexure-6"
SUBSIDIARY JOINT VENTURE OR ASSOCIATES
The Company does not have any Subsidiary Material Subsidiary Joint Venture orAssociate Company.
PERFORMANCE EVALUATION OF BOARD OF DIRECTOR'S
Pursuant to section 134(3)(p) of the Act and the Listing Regulations the Board hascarried out an annual evaluation of its own performance and that of its Committees as wellas performance of all the Directors individually including Independent Directors. TheNomination and Remuneration Committee had prepared detailed criteria for evaluatingperformance of the Directors including Independent Directors as per provisions ofSchedule-II Part-D of the Listing Regulations. The Independent Directors have evaluatedperformance of the Chairman and non-Independent Directors in their separate meeting.Evaluation has been made as per criteria provided by the Nomination and RemunerationsCommittee as per provisions of the Companies Act 2013 in the Listing Regulations.
The details of programs held during the financial year for familiarization of theIndependent Directors with the Company informing them about their roles rightsresponsibility in the Company nature of the industry in which the Company operatesbusiness model of the Company and related matters are available on the website of theCompany at the web-link:http://ashnoortex.com/wp-content/uploads/2016/06/Familiarization-Policy. pdf.
CODE OF CONDUCT
Pursuant to provisions of the Companies Act and Listing Regulations the Company haslaid down a code of conduct for all members of the Board of Directors includingIndependent Directors and Senior Management of the Company which Include the duties ofindependent directors as laid down in the Act. The Board members and senior managementpersonnel of the Company have affirmed compliance with the code of conduct and ManagingDirector has given a declaration affirming compliance with them. The Code of Conduct isavailable at website of the Company atweb-link:http://ashnoortex.com/wp-content/uploads/2016/06/Code-of-Conduct-for-Board-Members-Senior-Management.pdf.TheBoard has plans in place for orderly succession for appointment to the Board of Directorsand the Senior Management.
DIRECTORS' RESPONSIBILITIES STATEMENT
Pursuant to section 134(5) of the Companies Act 2013 your Directors in terms ofsection 134(3)(c) of the Companies Act 2013 confirms that:
a. in preparation of the annual accounts for the financial year ended March 31 2019the applicable accounting standards had been followed along with the explanations relatingto material departures if any;
b. the directors had selected such appropriate accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the State of affairs of the Company as at March 31 2019 andof the profit 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 the 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 for the financial year ended March31 2019 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.
NUMBER OF BOARD MEETINGS
During the financial year 2018-2019 seven (7) meetings of the Board of Directors ofthe Company were held. The details of these meetings including attendance of Directors inthese meetings are given in Corporate Governance Report.
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance Report as prescribed under the Listing Regulations.
A detailed report on Corporate Governance along with Management Discussion and AnalysisReport are annexed as part of this Report as Annexure 4 and 5 respectively. Acertificate issued by the Statutory Auditors on Corporate Governance is also annexed withdetailed report on Corporate Governance.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year under review the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the policy of the Company on related party transactions.
The Related Party Transactions Policy as approved by the Board is available onCompany's website at theweblink:http://ashnoortex.com/wp-content/uploads/2016/06/Policy-on-Related-Party-Transactions.pdf.
BUSINESS RISK MANAGEMENT
Business Risk Management is very important part of any business. The Company hasappropriate control mechanism and operating effectiveness of the internal financialcontrols and compliance system in respect of associated risk. Further before taking anystrategic or financial decision various factors viz. economic social markettechnology foreign exchange involved political situation etc. are evaluated. During theyear no risk has been identified which may threaten the existence of the Company.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in format MGT-9 for the Financial Year 2018-19 isannexed to this report as 'Annexure-2'.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act 2013 and Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders passed against the Company by the regulators or courtswhich would affect the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROL
Adequate procedures have been set up for internal financial controls to detect andprevent frauds and to protect the Company's resources. The financial statements are usedto prepare in accordance with the Indian Accounting Standards.
The Audit Committee is comprised of Mr. Piyush Gupta-Chairman Mr. Anil Aggarwal-Memberand Mr. Suneel Gupta-member. During the year four (4) meetings of Committee were held.Dates of meetings attendance of Directors in meetings and other details are given inCorporate Governance Report. The Board has accepted all the recommendations of AuditCommittee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is comprised of Mr. Piyush Gupta as ChairmanMr. Anil Aggarwal-member and Mr. Sanjay Arora-Member. During the year two (2) meetings ofCommittee were held. Details of meetings are given in Corporate Governance Report. TheNomination and Remuneration Policy as approved by the Board is available on Company'swebsite at the weblink:http://ashnoortex.com/wp-content/uploads/2016/06/Nomination-and-Remuneration-Policy.pdf.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in'Annexure-3' to this Report.
Vigil Mechanism in the form of Whistle Blower Policy as devised by the Company as perprovisions of the Companies Act and Listing Regulations provides freely reporting of anygenuine concern to the Chairman of the Audit Committee by any Director or employee of theCompany. The Company provides adequate safeguards against victimization to suchDirector(s) or employee(s). To meet these objectives the Company has laid down a WhistleBlower Policy duly approved by the Board which is available on the Company's website atthe weblink:http://ashnoortex.com/wp-content/uploads/2016/06/Vigil-Mechanism.pdf. Furtherdetails are available in the Report on Corporate Governance that forms part of thisReport.
PREVENTION OF INSIDER TRADING
In view to regulate trading in securities of the Company by the Directors anddesignated employees the Company has framed a Code of Fair Disclosure as per provisionsof Listing Regulations. It will help to prevent insider trading in the securities andensure transparency. The code is available on the Company's website at theweblink:http://ashnoortex.com/wp-content/uploads/2016/06/Code-of-Fair-Disclosure.pdf.
Details pertaining to remuneration as required under section 197(12) read with Rule5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Rupees in Lakh
|Name of Director/KMP ||Designation ||Remuneration during the Year ||Percentage Increases/ decrease in Remuneration during the Year ||Ratio of Remuneration of each Director to median remuneration |
|1. Mr. Suneel Gupta ||Managing Director ||48.00 ||(42.85) ||1.49 |
|2. Mrs. (Dr.) Sangeeta Gupta ||Whole Time Director ||30.00 ||(64.28) ||2.38 |
|3. Mr. Abhinav Gupta ||Whole Time Director ||42.00 ||(50.00) ||1.70 |
|4. Ms. Noor Gupta ||Promoter Director ||0.00 ||- ||- |
|5. Mr. Piyush Gupta ||Independent Director ||0.00 ||- ||- |
|6. Mr. Anil Aggarwal ||Independent Director ||0.00 ||- ||- |
|7. Mr. Sanjay Arora ||Independent Director ||0.00 ||- ||- |
|8. Mrs. Divya Agarwal ||Independent Director ||0.00 ||- ||- |
|9. Mr. Girish Singh Adhikari ||CFO ||6.21 ||54.25 || |
|10. Ms. Sanjana Tondon ||Company Secretary ||3.60 ||0 ||- |
No Commission was paid to Managing Director and Whole Time Director from theCompany.The Company was having 343 permanent employees on the rolls of the Company. Therewas increase in the median remuneration of employees in the financial year.
The Company does not have any employee drawing remuneration as per Rule 5(2) of theCompanies (Appointment and Remuneration) Rules 2014.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS
During the year the Company has not given any Loan and Corporate Guarantee whichcovers under section 186 of the Act. The Company has made investment of additional fundsfor the time being available with the Company as given in note number 3 in Balance Sheet.
COMPLAINT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
During the financial year 2018-2019 no complaint was received for sexual harassment byInternal Complaints Committee set up under the captioned Act. Therefore no complaint waspending for redressal on March 31 2019.
Your Directors express their gratitude and thanks to Banks Central and StateGovernment Authorities Stock Exchange Regulatory Authorities RTA and stakeholders fortheir continued co-operation and support to the Company and also express their gratitudeand thanks to Shareholders Customers Suppliers and other business associates for theircontinued co-operation and support. Your Directors also place on record its appreciationfor the dedicated efforts put on by the employees of the Company at all levels.
By the order of the Board
|Sd/- ||sd/- || |
|Suneel Gupta ||Sangeeta Gupta || |
|Managing Director ||Director ||Place: Gurugram |
|DIN-00052084 ||DIN-00052121 ||Date: August 13 2019 |