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Asia Capital Ltd.

BSE: 538777 Sector: Financials
NSE: N.A. ISIN Code: INE131Q01011
BSE 05:30 | 01 Jan Asia Capital Ltd
NSE 05:30 | 01 Jan Asia Capital Ltd

Asia Capital Ltd. (ASIACAPITAL) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting the 35th Annual Report ofyour Company together with the Audited Financial Statements for the financial year ended31st March 2019.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2019is summarized below:-

Particulars Amount (Rs.)
FY 2018-19 FY 2017-18
Gross Income 307225940 420656333
Profit Before Interest and Depreciation 2403071 2227370
Finance Charges 6760 46060
Gross Profit 2396311 2181310
Provision for Depreciation 9803 16333
Net Profit Before Tax 2386508 2164977
Provision for Tax 650195 559326
Net Profit After Tax 1736313 1605651
Proposed Dividend Nil Nil
Transfer to Special Reserve (RBI) 347262 321130
Paid-up Share Capital 30920000 30920000
Reserves and Surplus 7486507 5758757

2. Financial Review

During the year under review the total income of the Company was Rs. 3072.26 lakhs asagainst Rs. 4206.56 lakhs in the previous year. The Company was able to earn a profitafter tax of Rs. 17.36 lakhs in the current financial year as against a profit of Rs.16.06 lakhs in the financial year 2017-18. Your Directors are putting in their bestefforts to improve the performance of the Company.

3. Share Capital

During the year there was no change in the Company's authorized issued subscribedand paid-up equity share capital.

4. Reserves & Surplus

The net movement in the major reserves of the Company for financial year 2018-19 andthe previous year are as follows:

(Rs. In lakhs)
Particulars FY 2018-19 FY 2017-18
Securities Premium Account Nil Nil
Special Reserve (RBI) 14.38 10.91
Profit & Loss A/c (Cr.) 60.48 46.68
Total 74.86 57.59

5. Deposits

During the financial year 2018-19 your Company has not accepted any deposit within themeaning of the sections 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.

6. Material Changes and Commitments

The Promoters of the Company has signed a share purchase agreement on 13-04-2018 fortransfer of 790990 Equity Shares held by them in favour of SKC Investment AdvisorsPrivate Limited at a price of Rs. 15/- (Rupees Fifteen) per equity share as a result ofwhich there will be a change in the control/management of the Company after dulycompletion of all the compliances related to it. The same has been completed and all theshares held by the promoters has been acquired by SKC Investment Advisors Private Limitedas on 28-11-2018 and 29-11-2018. Also the management of the Company has changed w.e.f.31-12-2018.

Mr. Vinod Kumar Yadav has been appointed as an Additional Director (Independent) on theBoard of the Company with effect from 10th May 2019 who shall hold office uptothe date of ensuing Annual General Meeting of the Company.

Mr. Ramesh Voona has been appointed as the Chief Financial Officer of the Companyw.e.f. 20th March 2019. He has resigned via letter dated 30th April2019 and in his place Mr. Shashindra Singh was appointed as the Chief Financial Officer ofthe Company with effect from 10th May 2019 on terms and conditions mutuallyagreed upon.

The Company has also appointed Internal Auditor and Statutory Auditor during the year(details provided below).

STATUTORY AUDITOR INTERNAL AUDITOR
M/s Aashish Jain & Company M/s N. Singhal & Company
Chartered Accountants Chartered Accountants
404 IVth Floor Shyam Anukampa "WISDOM" 23 Purohit Ji Ka Bass
Ashok Marg Ahinsa Circle Laxmi Dharm Kanta Lane
C-Scheme Jaipur- 302 001 22 Godown Jaipur- 302 006

There are no other material changes and commitments affecting the financial positionof the Company which has occurred between the end of the financial year i.e. 31stMarch 2019 and the date of this Directors' Report i.e. 13th August 2019.

7. Dividend

The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.

8. Subsidiaries/Joint Ventures/Associates

During the financial year 2018-19 no entity became or ceased to be the subsidiaryjoint venture or associate of the Company. Accordingly statement containing the salientfeature of the financial statement of a company's subsidiary or subsidiaries associatecompany or companies and joint venture or ventures in Form AOC-1 is not applicable.

Policy for determining material subsidiaries of the Company has been provided on thewebsite www.asiacapital.in.

9. Change in the Nature of Business

There has been no major change in the nature of business of your Company during thefinancial year 2018-19. Further since there is no subsidiary joint venture and associatecompany there is no question for mentioning of change in nature of business of suchcompanies.

10. Directors and Key Managerial Personnel

In terms of the section 149 of the Companies Act 2013 the Company has appointed thefollowing as Independent Directors of the Company at the Annual General Meeting of yourCompany held on 30th September 2014 to hold office up to 5 (five) consecutiveyears up to 31st March 2019:

• Mrs. Shallu Jain (Resigned on 31-12-2018)

• Mr. Atul Aggarwal (Resigned on 31-12-2018)

• Mr. Saurabh Madan (Resigned on 01-10-2018)

Ms. Ridhi Gupta was appointed as the Additional Director (Independent) w.e.f.12-10-2018 who resigned on 31-12-2018.

On account of change in management of the Company the following new IndependentDirectors were appointed on the Board who holds office upto this Annual General Meeting.

• Mr. Sanjay Kashi Rajgarhia (Appointed w.e.f. 31-12-2018)

• Mr. Prannoy Kumar (Appointed w.e.f. 31-12-2018)

• Mrs. Jayashri Samal (Appointed w.e.f. 20-03-2019)

• Mr. Vinod Kumar Yadav (Appointed w.e.f. 10-05-2019)

In accordance with the provisions of section 149 of the Companies Act 2013 all theindependent directors are non-rotational. The details of the familiarization programmesfor Independent Directors are disclosed on the Company's website –www.asiacapital.in.

In terms of the section 203 of the Companies Act 2013 the following are appointed asKey Managerial Personnel of your Company by the Board:

• Mr. Santosh Suresh Choudhary Managing Director

• Mr. Shahshindra Singh Chief Financial Officer

• Ms. Kaveri Ghosh Company Secretary

The Board of Directors and the Key Managerial Personnel has been changed during theyear under review. The new composition of the Board of Director as on date is as follows:

• Mr. Santosh Suresh Choudhary Managing Director

• Mr. Ramsuresh Choudhary Additional Director

• Mr. Manoj Kumar Jain Director

• Mr. Dilip Kumar Jha Additional Director

• Mr. Sanjay Kashi Rajgarhia Independent Director (Additional)

• Mr. Prannoy Kumar Independent Director (Additional)

• Mrs. Jayashri Samal Independent Director (Additional)

• Mr. Vinod Kumar Yadav Independent Director (Additional)

• Mr. Shahshindra Singh Chief Financial Officer

• Ms. Kaveri Ghosh Company Secretary

Mr. Ramsuresh Choudhary Additional Director of the Company is liable to retire byrotation in this Annual General Meeting as per the section 152 (6) of the Companies Act2013 and being eligible offer himself for re-appointment. The Directors have recommendedhis reappointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Managementpersonnel of the Company and the Independent Directors as per Schedule-IV of the CompaniesAct 2013 which is available on the Company's website www.asiacapital.in. All BoardMembers and Senior Management personnel have affirmed compliance with the Code of Conduct.The Managing Director has also confirmed and certified the same. The certification as perRegulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is enclosed at the end of the Report on Corporate Governance.

11. Declaration of Independence by the Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the section 149(6) of the Companies Act 2013 and Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Independent Directors have also confirmedthat they have complied with the Code for Independent Directors.

12. Number of Meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting No. of Meeting Dates of Meeting
Board of Directors Nine (9) 13-04-2018 12-10-2018 24-01-2019
09-05-2018 22-10-2018 25-01-2019
23-07-2018 31-12-2018 20-03-2019

13. Annual Evaluation of Board Performance and Performance of its Committees andIndividual Directors

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance performance of the Directors individually as well asthe evaluation of the working of its Committees. A feedback was sought from the Directorsabout their views on the performance of the Board covering various criteria. A feedbackwas also taken from the Directors on their assessment of the performance of the otherDirectors. The Nomination and Remuneration Committee (NRC) then discussed the abovefeedback received from all the Directors. Based on the inputs received the Chairperson ofthe NRC also made a presentation to the Independent Directors at their meetingsummarizing the inputs received from the Directors regarding Board's performance as awhole and of the Chairman. Post the meeting of the Independent Directors theircollective feedback on the performance of the Board (as a whole) was discussed by theChairperson of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. The areason which the Committees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings. Thefeedback was provided to the Directors as appropriate. The significant highlightslearning and action points arising out of the evaluation were presented to the Board.

14. Nomination and Remuneration Policy for the Directors Key Managerial Personnel andother Employees

In accordance with the section 178 of the Companies Act 2013 read with the rulesmentioned there under and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors of the Company has formulated the Nomination andRemuneration Policy of your Company on the recommendations of the Nomination andRemuneration Committee. The Policy includes criteria for determining positive attributesqualifications independence of a director Board diversity remuneration and othermatters provided u/s 178 (3).

The Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors Key Managerial Personnel etc. and other matters is set-out inAnnexure-I to this Report.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Sanjay Kashi Rajgarhia–Chairman (Independent Director-Additional)

2. Mr. Prannoy Kumar–Member (Independent Director-Additional)

3. Mr. Dilip Kumar Jha–Member (Executive Director-Additional)

Nomination and Remuneration Committee:

1. Mr. Sanjay Kashi Rajgarhia–Chairman (Independent Director-Additional)

2. Mr. Prannoy Kumar–Member (Independent Director-Additional)

3. Mrs. Jayashri Samal–Member (Independent Director-Additional)

4. Mr. Dilip Kumar Jha–Member (Executive Director-Additional)

Stakeholders Relationship Committee:

1. Mr. Sanjay Kashi Rajgarhia–Chairman (Independent Director-Additional)

2. Mr. Prannoy Kumar–Member (Independent Director-Additional)

3. Mr. Dilip Kumar Jha–Member (Executive Director-Additional)

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by theBoard.

17. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under the section 134 (3) (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure-II tothis Report.

18. Particulars of Employees and Remuneration

The information required under the section 197 (12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of Directors/employees of your Company is set out in Annexure-III to thisReport.

19. Related Party Transactions

In line with the requirements of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated aPolicy on Related Party Transactions and the same is uploaded on the Company's website:www.asiacapital.in. Details of Related Party Transactions as per AOC-2 are provided inAnnexure-IV to this Report.

20. Particulars of Loans Guarantees and Investments

Disclosure of details of loans guarantees and investments under section 186 of theCompanies Act 2013 read with Rule 13 of the Companies (Meetings of Board and its Powers)Rules 2014 are not applicable on your Company as it is a Non-Banking Finance Company(NBFC) registered with the Reserve Bank of India.

21. Extract of Annual Return

Pursuant to the provisions of the section 92 of the Companies Act 2013 and Rule 12 (1)of the Companies (Management and Administration) Rules 2014 the extract of Annual Returnin Form MGT-9 is available on website of the Company athttp://www.asiacapital.in/annual_return.php.

22. Auditors and Auditor's Report

M/s Prakash & Santosh Chartered Accountants New Delhi were appointed as theStatutory Auditor of the Company to hold office for a period of 3 years i.e. from theconclusion of the 32nd Annual General Meeting till the conclusion of the 35thAnnual General Meeting of the Company (subject to ratification by the members of theirappointment at every AGM).

In lieu of change in management of the Company the new Board members appointed newStatutory Auditor for the Company M/s Aashish Jain & Company Chartered Accountantswho shall holds office till the conclusion of the 35th Annual General Meetingof the Company and offers themselves for reappointment for a period of 5 years i.e. fromthe conclusion of the 35th Annual General Meeting till the conclusion of the 40thAnnual General Meeting of the Company.

The Auditor's Report for the financial year 2018-19 does not contain anyqualification observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

23. Secretarial Audit Report

Pursuant to the provisions of the section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyappointed M/s Shilpi S. Jain & Co. Company Secretaries as Secretarial Auditor of theCompany for the financial year 2018-19. The Secretarial Audit Report provided by theSecretarial Auditors is annexed as Annexure-V to this Report.

The Secretarial Auditor's Report for the financial year 2018-19 does not contain anyqualification observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

24. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. The Companyhas an Internal Control System commensurate with the size scale and complexity of itsoperations.

In terms of the section 138 of the Companies Act 2013 M/s N. Singhal & CompanyChartered Accountants has been appointed as the Internal Auditors of your Company w.e.f.28-05-2019. The Internal Auditor monitors the compliance with the objective of providingto the Board of Directors an independent and reasonable assurance on the adequacy andeffectiveness of the organization's governance processes.

25. Risk Management

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment. Your Company through its risk managementprocess strives to contain impact and likelihood of the risks within the risk appetite asdecided by the management.

There are no risks which in the opinion of the Board threaten the existence of yourCompany.

26. Cost Records and Cost Audit Report

In terms with the provisions of the section 148 of the Companies Act 2013 read withthe Companies (Cost Records and Audit) Rules 2014 maintenance of cost records andappointment of Cost Auditors are not applicable on your Company.

27. Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior.

Pursuant to the section 177 (9) of the Companies Act 2013 and Regulation 22 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a vigilmechanism was established for directors and employees to report to the managementinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on thewebsite of the company: www.asiacapital.in.

28. Management Discussion and Analysis Report and Corporate Governance

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report are annexed asAnnexure-VI to this Report.

Further:-

1. Report on Corporate Governance

2. Certificate on compliance of conditions of corporate governance as per theprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and

3. Certificate of Non-Disqualification of Directors (pursuant to Regulation 34(3) andSchedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015) is annexed as Annexure-VII to this Report.

29. Code of Conduct for Prevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the following policies as per the SEBI(Prohibition of Insider Trading) Regulation 2015 and amendment thereto and and the samecan be accessed on company's website–www.asiacapital.in.

• Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information

• Code of Conduct to Regulate Monitor & Report Trading by Designated Persons

• Policies & Procedures for Inquiry in case of Leak of Unpublished PriceSensitive Information or Suspected Leak of Unpublished Price Sensitive Information

30. Corporate Social Responsibility

Provisions of the section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not applicable on the Company.

31. Significant/Material orders Passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

32. Disclosures required under the Non-Systemically Important Non-Banking Financial(Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions2015

There was no auction conducted by the Company during the financial year 2018-19 inrespect of defaulter in any loan accounts.

33. General

Your Board of Directors confirms that:

(a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise;

(b) Your Company does not have any ESOP scheme for its employees/Directors; and

(c) There is no scheme in your Company to finance any employee to purchase shares ofyour Company.

34. Directors' Responsibility Statement

Pursuant to the provisions of the section 134 (3) (c) and 134 (5) of the Companies Act2013 the Directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards and Schedule-III of the Companies Act2013 have been followed and there are no material departures from the same;

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 your Company as at 31st March 2019 and ofthe profit and loss of the Company for the financial year ended 31st March2019;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ‘going concern' basis;

e. proper internal financial controls laid down by the Directors were followed by the

Company and that such internal financial controls are adequate and were operatingeffectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

35. Stock Exchange Listing

The shares of the Company are listed on BSE Limited under script code 538777. Thelisting fee for the financial year 2018-19 has been paid to BSE Limited.

36. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation forthe cooperation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and co-operation extended by the valued business associates and thecontinuous patronage of the customers of the Company.

By the order of the Board
For Asia Capital Limited
Sd/- Sd/-
Santosh Suresh Choudhary Manoj Kumar Jain
Date: 13th August 2019 Managing Director Director
Place: Delhi DIN: 05245122 DIN: 00097821
R/o C2/401 Prabhat Residency R/o 100 Vaishali Pitampura
Poonam Nagar Bolinj Delhi-110 034
Virar (West) Thane– 401 303