| Dear Members,
The Directors have pleasure in presenting their 29th Annual Report on
the business and operations of the Company and Audited Statement of
Accounts for the year ended 31st March, 2015.
1. FINANCIAL HIGHLIGHTS:
The Board's Report is prepared based on the stand alone financial
statements of the Company. (Rs In Lacs)
No. Particulars 2014-2015 2013-2014
1. Net Sales/ Income 84.97 45.99
2. Total Expenditure
i) Employee benefit Expenses 5.35 5.13
ii) Depreciation 2.56 1.90
iii) Other Expenditure 8.29 6.18
Total 16.20 13.21
3. Profit Before Tax 68.77 32.78
4. Provision for Taxation
i) Current Tax (13.00) (5.51)
ii) Deferred Tax 0.53 (1.69)
iii) Earlier year Tax (3.19) -
5. Profit After Tax 53.11 25.58
6. Balance carried from previous year 2.78 1.04
7. Amount Available for Appropriation 55.89 26.62
8. Appropriations:
* Proposed Dividend (36.00) (16.00)
* Dividend Distribution Tax (7.37) (2.71)
* Transferred to Statutory Reserve (10.65) (5.11)
9. Balance carried to Balance Sheet 1.87 2.78
2. DIVIDEND:
We are pleased to announce that the Board of Directors has recommended
dividend of Re. 0.09 per equity share of Re. 1/- each (i.e. 9 % of face
value) aggregating Rs. 36,00,000 (excluding dividend distribution tax
as applicable) for the year ended on 31st March, 2015.
3. RESERVES:
The Board of Directors has decided to transfer Rs. 10,65,000 to
Statutory reserve.
4. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Report in form
MGT-9, as required under Section 92(3) of the Companies Act, 2013 read
with Rule 12(1) of the Companies) Management and Administration) Rules,
2014, are included in this Report as Annexure-1 and forms an integral
part of this report.
5. OPERATIONS:
During the period under review the profit after tax (PAT) stood at
53.11 Lacs (Previous Year Rs. 25.58 Lacs), there was an increase of
107.64 % as compared to last financial year. Your directors are
confident of even better returns in the future.
6 FUTURE PROSPECTS:
After a three-year consolidation phase, finally we witnessed growth in
the equity markets. There is optimism in the investing public as well
as the FII's and DFI's. Indian investors are increasingly choosing
mutual funds and SIP's to invest into the market. This is a very
healthy trend, which will eventually lead to systematic expansion and
growth of this industry in a sustainable manner. We in Ashirwad feel
that the market should be buoyant for the next 4-5 years.
The year 2014-15 will always be a memorable year in the history of
Ashirwad. The last couple of years, we analyzed more than 500 Companies
to select our final universe of 200 Companies to invest in. We proudly
call it the Ashirwad-200. Ashirwad-200 is a selection of large-cap,
mid-cap and a select few small-cap Companies with good business
prospects for growth in the coming years. We have been careful to
include Companies from each industry, some established ones, some with
good growth prospects and others with a huge potential to grow in the
future. All these Companies have been largely selected through the
technical indicators filter which is very unique to Ashirwad. We feel
that Ashirwad-200 should beat the market performance in the long run
i.e. 3-4 years. We are in the beginning phases of a strong bull market,
which should last for another 3-4 years and we are happy to inform you
that we are very well positioned to take advantage of this ensuing bull
market in India.
7. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors' state that :
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are
adequate and were operating effectively and
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
8. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS
DURING THE YEAR:
* The following Independent Directors were appointed during the
financial year 2014-2015:
1. Mr. Rakesh Garodia (DIN: 00143438)
2. Mr. Sanjiv Rungta (DIN: 00381643)
3. Mr. Nirmal Jain (DIN: 00894735)
4. Mr. Piyush Shah (DIN: 02333557)
* Mrs. Shilpa Poddar (DIN: 00164141) was appointed as Woman Director of
the Company, in terms of provisions of Section 149(1) of the Companies
Act, 2013 read with Clause 49 of the Listing Agreement.
However, there were no Resignations from the Board of Directors during
the financial year.
9. (1) PARTICULARS OF EMPLOYEES:
No. Particulars Remarks
1. The ratio of the Not applicable since no remuneration has
remuneration of each been paid to the Directors.
director to the
median remuneration
of the employees
of the Company for
the financial year.
2. The percentage Not applicable since no remuneration has
increase in the been paid to the Directors.
remuneration of each
Director, Chief
Financial Officer,
Chief Executive Officer,
Company Secretary or
Manager, if any, in the
financial year
3. The percentage increase in Median Median
the median remuneration of Remuneration Remuneration % Increase
employees in the financial FY 2014-2015 FY 2013-2014
year (in lacs) 267 257 3.89
4. The number of permanent 2 (Two)
employees on the rolls
of Company
5. The explanation on the Increase in the remuneration of
relationship between employees depends upon many variables
average increase in like market conditions, cost of living,
remuneration and the inflation; employee's contribution
Company performance including performance of the Company.
Employees contribution and annual
performance is also evaluated to
justify the increase in remuneration.
There is a direct relationship in
the average increase in remuneration
of the employee and financial
performances of the Company
during any given period.
6. Comparison of the Not applicable since no remuneration has
remuneration of the Key been paid to the Directors.
Managerial Personnel
Against the performance
of the Company
7. Variations in the market FY FY
capitalization of the 2014- 2013- Variation
Company, price earnings 2015 2014
ratio as the closing date of
the current financial year Market
and previous financial year Capitali 1008.00 844.00 164.00
and percentage increase sation
over decrease in the market (in. lacs)
quotations of the shares of
the Company in comparison
to the rate at which the
Company came out with
the last public offer in case Price
of listed companies, and in Earning 19.38 35.17 -15.79
case of unlisted companies, Ratio
the variations in net worth of
the Company as at the close
of the current financial year
and previous financial year.
8. Average percentile increase FY FY
already made in the salaries 2014- 2013- Variation
of employees other than 2015 2014
managerial personnel in Employees
the last financial year and salary 5.35 5.13 4.16
its comparison with the (in lacs)
percentile increase in the
managerial remuneration
and justification thereof and Managerial
point out if there are any salary NA NA NA
exceptional circumstances (in lacs)
for increase in the
managerial remuneration
9. Comparison of the each Not applicable since no remuneration has
remuneration of the Key been paid to the Directors.
Managerial Personnel
against the performance
of the Company
10. The key parameters for Not applicable since no remuneration has
any variable component been paid to the Directors.
remuneration
availed by
the directors
11. The ratio of the Not applicable since no remuneration
remuneration has of been paid to the Directors.
the highest paid
director to that
of the employees who
are not directors but
receive remuneration
in excess of the highest
paid Director during the
year.
12. Affirmation that the It is affirmed that the remuneration is
remuneration is as as per the remuneration policy of the
per the remuneration Company.
policy of the Company.
(2) Particulars of employees drawing remuneration in excess of limits
prescribed under Section 134(3)(q) read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 :
There are no employees drawing remuneration exceeding Rupees 60 Lacs
per annum if employed throughout the financial year or Rupees 5 Lacs
per month if employed for part of the financial year or draws
remuneration in excess of Managing Director or Whole time Director or
Manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the
Company.
10. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:
Sr. Particulars no of meetings
No. held
1. Board meetings Five
2. Audit Committee meetings Five
3. Nomination and Remuneration Committee meeting One
4. Risk Management Committee meeting One
5. Stakeholders Relationship Committee meeting One
6. Independent Directors meeting One
11. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration, Risk Management and Stakeholders Relationship Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgement safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.
12. DECLARATION BY INDEPENDENT DIRECTORS:
Declarations by the Independent Directors, that they meet the criteria
of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 has been received by the Company.
13. REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The said policy is also
uploaded on the website of the Company; i.e. www. ashirwadcapital.in
14. AUDITORS:
The Auditors, M/s. Sanjay Raja Jain & Co., Chartered Accountants, (FRN
No. 120132W) Mumbai, will retire at the ensuing Annual General Meeting
and being eligible, offer themselves for reappointment for a period of
three year from the conclusion of this Annual General Meeting till the
conclusion of the Annual General Meeting to be held in the year 2018.
The report given by the auditors on the financial statement of the
Company is a part of the annual report. There has been no
qualification, reservation, adverse remark or disclaimer given by the
auditors in their report.
15. SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Companies Act, 2013 and Rules made
thereunder, M/s. Sandeep Dar and Co., Practicing Company Secretaries
have been appointed as Secretarial Auditor of the Company. The report of
the Secretarial Auditor is enclosed as Annexure 3 to this report. The
report is self-explanatory however the Company has initiated necessary
steps to comply with various non-compliances as per the provisions of
various statute mentioned under the Secretarial Audit Report.
16. VIGIL MECHANISM:
Pursuant to the provisions of sub-section (9) and (10) of Section 177
of the Companies Act, 2013, a Vigil Mechanism for Directors and
Employees to report genuine concerns has been established. The Vigil
Mechanism Policy has been uploaded on the website of the Company at
www.ashirwadcapital.in
17. COMPOSITION OF AUDIT COMMITTEE:
Composition of Audit Committee as required under Section 177(8) of the
Companies Act, 2013. The Composition of Audit Committee is as follows:
1. Mr. Sanjiv Rungta - Chairman
2. Mr. Piyush Shah - Member
3. Mr. Rajesh Poddar - Member
18. There were no material changes and commitments, which adversely
affects the financial position of the Company, which have occurred
between the end of the financial year of the Company to which the
financial statements relate and the date of the report.
19. The Risk management Policy has been uploaded on the website of the
Company at www.ashirwadcapital.in. There were no risk identified which
would threaten the existence of the Company during the year under
review.
20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
21. DEPOSITS:
The Company has not accepted any deposits during the year.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company being a company whose principal business is acquisition of
shares and securities, provisions of section 186 of the Companies Act,
2013 are not applicable.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto is disclosed in Form AOC-2
which is enclosed as Annexure 2.
24. CORPORATE GOVERNANCE:
Your Company believes that Corporate Governance is a code of self
discipline. In the line with this policy, the Board of Directors
strongly believes that it is very important that the Company follows
healthy Corporate Governance practices and reports to the shareholders
the progress made on the various measures undertaken. The Corporate
Governance certificate from Practicing Company Secretaries regarding
compliance of conditions of corporate governance as stipulated in
Clause 49 of the Listing Agreement is annexed with this report.
26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013:
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace under the Act.
The following is a summary of sexual harassment complaint received or
dispose of during the year 2014-15.
* No. of Complaint received: NIL
* No. of Complaint disposed off: NIL.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In view of the nature of activities of the Company, conservation of
energy and technology absorption respectively are not applicable to the
Company.
There were no foreign exchange earnings or outgo during the year under
review.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY'S OPERATIONS IN FUTURE:
No significant or material orders were passed by the regulators or
courts or Tribunals which impact the going concern status and
Company's' operations in future.
29. LISTING AGREEMENT WITH THE STOCK EXCHANGES:
Your Company continues to be listed on The Stock Exchange, Mumbai where
the company's shares are being traded. The Company confirms that it has
paid the Annual Listing Fees for the year 2014-2015 to BSE Ltd. where
the Company's Shares are listed.
30. ACKNOWLEDGEMENT:
We record our gratitude to the Banks and others for their assistance
and co-operation during the year. We also wish to place on record our
appreciation for the dedicated services of the employees of the
company. We are equally thankful to our esteemed investors for their
co-operation extended to and confidence reposed in the management.
Registered Office: By Order of the Board
303, Tantia Jogani Industrial Estate, For Ashirwad Capital Limited
J. R. Boricha Marg, Lower Parel,
Mumbai - 400 011.
Date: May 30, 2015 Ramprasad Poddar
Place: Mumbai Chairman
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