Your Directors have pleasure in presenting the 27th Annual Report of your company alongwith the Audited Financial statements for the year ended 31 st March 2018.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2018.
| || ||Rupees in lacs |
|Particulars ||31/3/2018 ||31/03/2017 |
|Profit/(Loss) from capital market operations ||120.87 ||59.16 |
|Profit/(Loss) before depreciation Interest & tax ||90.86 ||204.10 |
|Interest ||0.00 ||0.00 |
|Depreciation ||0.06 ||0.00 |
|Profit/(Loss) before tax ||29.95 ||-144.95 |
|Provision for tax ||12.23 ||0.00 |
|Deferred tax ||-0.07 ||0.00 |
|Profit/(Loss) after tax ||17.79 ||-144.95 |
PERFORMANCE AD STATE OF AFFAIRS OF THE COMPANY
During the year under review the Company has made a profit of Rs. 17.79lacs for thefinancial year 2017-2018 as compared to profit / Loss of Rs. -144.95lacs for the financialyear 2016-2017.
The paid up Equity Share Capital as on March 312018 was Rs.12.00 crore. No additionsand alterations to the capital were made during the financial year 2017-18.
In view of losses during the year the Board of Directors have decided not to declareany dividend for the current financial year2017-18.
TRANSFER TO PROFIT & LOSS ACCOUNT
Your Company proposes to transfer Rs. 1778596/- to the General Reserve MATERIALCHANGE AND COMMITMENTS OF THE COMPANY
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report; and there are no significantand material orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENT
The Company has given loan of Rs.83263761/- under Section 186 of the Act during thefinancial year 2017-18.The Company has not given any guarantee nor made any investmentsduring the financial year 2017- 2018.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company doesn't have any subsidiaries associates and joint venture companies.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Company's business does not require any technology absorption and hence no reporting isrequired to be furnished underthis heading.
Foreign Exchange inflow and outflow during the year is Nil.
Your Company has not accepted any deposits from the public during the year underreview. There are no outstanding deposits as on 31 st March 2018.
DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD COMPOSITION AND INDEPENDENT DIRECTORS
1. DIRECTORS AND KEY MANAGEMENT PERSONNEL
At the 27thAnnual General Meeting of the company held on 27th September 2017 thecompany had appointed the independent director Mr. Ramasubramanian (DIN 07666326) and Mr.Palanivel (DIN 07743785) as independent director under the companies Act 2013 for aperiod of 5 years commencing from 27th September 2017.The Independent Director has givendeclaration that he meets the criteria of independence as laid down under section 149(6)of the Companies Act 2013 and listing agreement.
Mr. S. Pannalal Jain Tatia resigned from the Board on 19.02.2018 due to his personalhealth issues and Mrs. ChandrakanthaTatia was appointed as Additional Director on30.05.2018 and is now proposed for appointment as Non Executive/Promoter Director at thisensuing AGM.
Mrs. Sangita Tatia - Whole Time Director (DIN 06932448) of our company shall retire byrotation at the ensuing Annual General Meeting and being eligible offer herself forre-appointment. 196197203 and any other applicable provisions of the Companies Act 2013Mrs. Sangita Tatia shall continue as the Whole Time Director (DIN 06932448) for the restof her tenure. As stipulated in terms of the listing agreement with the stock exchangesthe brief profile of Mrs. Sangita Tatia is provided in the Notice and the report oncorporate governance which forms an integral part of this Annual Report.
The Key Management Personnel of the company are as under:
1. Mr. K.Venkateshwaran-Company Secretary
2. Mr. M.Thadhalingam-Chief Financial Officer INDEPENDENT DIRECTORS' DECLARATION
Mr. Palanivel and Mr. Ramasubramanian who are Independent Directors as on 31st March2018 have submitted a declaration that each of them meets the criteria of independence asprovided in Sub-Section (6) of Section 149 of theActandrevised Clause 49 of the ListingAgreements. Further there has been no change in the circumstances which mayaffecttheirstatus as independent directorduring the year.
Pursuant to the provisions of the Companies act 2013 and in terms of Regulation 17(10)of the SEBI Listing Regulations the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of the audit and the Nomination & Remuneration Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.
The Board has on the recommendation of the Nomination & Remuneration Committeeapproved a policy for selection and appointment of directors senior management and theirremuneration. The Remuneration policy is stated in the corporate Governance Report.
M/s J.V.Ramanujam &Co. Chartered Accountants (Firm Registration No.029475)wereappointed as the Statutory Auditors of the Company fora period of five years in the 26thAGM held on 27th September 2017 and they continue to be the Statutory Auditors of theCompany till the conclusion of the 31st Annual general Meeting to be held in 2022. Due tothe amendment of section 139 of the Companies Act 2013 ratification of the Auditor'sappointment is not required any longer.
COMMENT ON STATUTORY AUDITOR'S REPORT
As regards the qualification given by the auditor in Point No. VII Annexure to AuditorReport. The Case is pending with the Honorable High Court of Madras.
SECRETARIAL AU DITORS
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 Mr.P.S. Srinivasan Practising Company Secretaries (CP No.3122) CompanySecretaries to undertake the secretarial audit of the company. The Secretarial AuditReport is annexed herewith as 'Annexure VI'.
COMMENT ON SECRETARIAL AUDITOR REPORT
With Reference to the remarks made by the secretarial auditor Mr. P.S. SrinivasanAssociate partner M/s. Lakshmmi Subramanian & Associates Practicing CompanySecretaries bearing (CP No. 3122) in the Secretarial Audit Report the company has takenthe corrective measures during the current financial year.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
According to Section 197(12) of the Companies Act 2013 read with rule 5(1) & 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014noneof the employees fall under the category specified underthe said Section and the Rulesmade there-underthe disclosures are annexed with.
RELATED PARTIES TRANSACTIONS
The Company has entered into contract/ arrangements with the related parties in theordinary course of business and on arm's length basis. - Annexure -1 details to begiven-AOC 2
Except the above during the year 2017-2018 the Company has entered in to a rentalagreement in which the promoter of your Company is interested. As per the requirements ofAS 18 the detail of the same is given in the Notes on Accounts.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 (the "Act") is enclosed at
Annexure-ll in the prescribed form MGT-9 and forms part of this Report.
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguarded against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded and reported correctly.
The Internal Auditors review the efficiency and effectiveness of these systems andprocedures. Added objectives include evaluating the reliability of financial andoperational information and ensuring compliances with applicable laws and regulations. TheInternal Auditors submit their Report periodically which is placed before and reviewed bythe Audit Committee.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL)ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has in place apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013andthe rules framed thereunder. During the financial year 2017-18the Company has not received anycomplaints on sexual harassment.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management's Discussion and Analysis report for the year under review asstipulated under Regulation 34 of the Listing Regulations is presented in a separatesection forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as required under the Securities Board of Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter ListingRegulations) forms an integral part of this report. The requisite certificate from theAuditors of the Company confirming compliance with the conditions of corporate governanceis attached to the report on Corporate Governance.
NUMBER OF MEETINGS OF THE BOARD
The Board met Six times during the financial year the details of which are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the companies act 2013
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Mrs. SangitaTatia the Director of the Company and forms part ofthe Annual Report .
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For details please refer to the Corporate Governance Reportattached to this Report .
As per the provisions of the Companies Act 2013 the company has appointed M/s. KBR& Co Chartered Accountants as an Internal Auditors of the company fora term of threeyears with effect from April 12017 to March 312020.
The Company proposes to continue their services to ensure proper and adequate systemsand procedures commensurate with its size and nature of its business.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance Report which forms part of the AnnualReport.
CORPORATE SOCIAL RESPONSIBILITY
Your company is not having profits more than Rs.5 Crores in the Year 2017-18 andtherefore Constituting of a CSR Committee and its compliance in accordance with theprovisions of Section 135 of the Act does not arise. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Companies Act 2013 the Directorshereby confirm:
That in the Preparation of Final Accounts the applicable Accounting Standardshad been followed along with proper explanation relating to material departures;
That they 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 or Loss of the Company for that period;
That they had taken proper and sufficient care for the maintenance of adequateAccounting Records in accordance with the provisions of the Act for safeguarding theAssets of the Company and for preventing and detecting fraud and other irregularities;
That they had prepared the Annual Accounts on a Going Concern basis.
That they laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and operating properly; and
That they have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS-BEFOREACKNOWLEDGEMNT IN DIRECTORS REPORT
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
The Board of Directors would like to thank all employees of the Company and alsoCompany's shareholders auditors customers and bankers fortheir continued support.
| ||On behalf of the Board of Directors For ASHRAM ONLINE.COM LIMITED |
|Place : Chennai Date : 28/08/2018 ||SANGITATATIA Whole Time Director Din.No.06932448 |