DIRECTORS’ REPORT To The Members, Your 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. 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. 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. Ashirwad capital. 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 there under, 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 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. 25. MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS ENVIRONMENT: Due to subdued Economic Environment, the last two years have been challenging for our sector with moderation in rate of asset growth, rising delinquencies resulting in higher provisioning thereby impacting profitability. In this scenario also are Company has scripted a story that is remarkable. It has been a very fruitful year for the Company as the Company has outperformed itself. That is not to say challenges aren’t ahead, but rather new plans and strategies have been established to overcome them. STRENGTHS & OPPORTUNITIES: Your Company has positively faced the ever changing period in the finance and investment market quite effectively. The fiscal policies brought by Government in the recent times been encouraging. The economic plan aims to put the economy towards a path of sustainable growth and progress. The Company has also invested in people and processes to make working better, faster and more productive. Further keeping in view the support offered by Government and financial institutions, your Company is keen to achieve an established name and goodwill in the market. RISKS AND OPPORTUNITIES: Risk is an integral part of business process. A Risk Management Policy for the Company has been adopted by the Board. The Company manages risk, if any through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. OUTLOOK: The Company is looking forward to the following objectives in the coming year: (I) To effectively position the Company so as to meet the needs of changing economic scene in India. (II) To earn national recognition by providing qualitative service in time and in conformity with the best practices. (III) To enhances size and value of business activities of the Company. (IV) To achieve optimal return on capital employed. OVERVIEW: Your company offers unique insights delivering independent information, opinions and solutions that help it to make better informed business and investment decisions and improve the return on investment. The year ahead will be challenging on the credit quality front. However, if the government and private spending revive, partially assisted by interest rate cuts, F.Y 2015-2016 could witness an improvement in asset quality and growth. 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. By Order of the Board For Ashirwad Capital Limited Ramprasad Poddar Chairman Place: Mumbai Date: May 30, 2015 Registered Office: 303, Tantia Jogani Industrial Estate, J. R. Boricha Marg, Lower Parel, Mumbai – 400 011. |