Adharshila Capital Services Ltd Directors Report.

TO THE MEMBERS

The Directors have pleasure in presenting the 25th Annual Report and the Audited Statements of Accounts of your Company for the year ended 31st March 2018.

FINANCIAL RESULTS

The financial results of the Company for the year ended on 31st March, 2018 are as under:-

(In Rupees)

DETAILS Year Ended 31.03.2018 Year Ended 31.03.2017
Total Revenue 22,30,779 28,29,310
Profit/(Loss) before Depreciation, Tax (9,08,479) (2,14,412)
Less : Depreciation 21,246 15,285
Contingent provisions against Standard Assets - -
Less: Provision for tax:-
- Current Tax - -
- MAT Credit entitlement - -
- Deferred Tax 2,83,059 (39,356)
Profit / (Loss) after Taxation (12,12,784) (190,341)
Prior Period Items (68,335) -
Profit / (Loss) carried to Balance Sheet (12,81,119) (1,90,341)
Balance Brought Forward 19,58,342 21,48,683
Surplus carried to Balance Sheet 6,77,223 19,58,342

COMPANYS PERFORMANCE

During the year under review, our revenue has decreased to Rs. 22,30,779 as against the revenue of Rs. 28,29,310 in the previous year. The company has incurred a loss of Rs. 12,81,119 as against the loss of Rs. 1,90,341/- in the previous year.

CHANGE IN THE NATURE OF THE BUSINESS

During the year under review, there is no change in the nature of the business of the company.

DIVIDEND

In view of the losses incurred by the Company during the year under review, the Board of Directors has not recommended any dividend for the financial year 2017-18.

SHARE CAPITAL

During the year under review, the Company has neither issued any Equity Shares, Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity as on 31st March, 2018. The Company has not bought back any equity shares during the year 2017-18.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Amita Adlakha, Managing Director of the Company is liable to retire by rotation and being eligible, offers herself for re-appointment. The Board recommends the re-appointment of Mrs. Amita Adlakha as Director in the ensuing Annual General Meeting of the Company. Brief profile of Mrs. Amita Adlakha and her Qualification, Experiences along with the name of listed entities in which she holds the Directorship/Membership of the Committees of the Board, as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given as Annexure to the Notice convening the Annual General Meeting.

All the Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Ms. Gurpreet Kaur Kohli has been appointed as Company Secretary cum Chief Financial Officer w.e.f. 16th June, 2017 in place of Mr. Pradeep Kumar Sharma.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 and state that:

i. in the preparation of Annual Accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. we have selected appropriate accounting policies and have 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 as at March 31, 2018 and of the losses of the Company for the year ended on that date.

iii. we have 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;

iv. we have prepared the annual accounts on a going concern basis;

v. we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

M/s Rajendar K. Kumar & Associates, Chartered Accountants (Firm Registration No. 010142C), Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for re-appointment. M/s Rajendar K. Kumar & Associates, Chartered Accountants was appointed as Statutory Auditors of the Company for a period of 5 consecutive years till the conclusion of 29th Annual General Meeting of the Company to be held in the year 2022. In view of due compliance of the provisions of Section 139(1), their continuance of appointment is required to be ratified by the members of the Company in the ensuing Annual General Meeting. Therefore, your Directors recommend ratification of appointment of M/s Rajendar K. Kumar & Associates, Chartered Accountants as Statutory Auditors in the ensuing Annual General Meeting.

The Company has received consent letter and certificate from the Auditors to the effect that their appointment, if made, shall be in accordance with the conditions as prescribed in the Companies (Audit and Auditors) Rules, 2014, as amended and that they are not disqualified for appointment within the meaning of Section 139 and 141 of the Companies Act, 2013.

AUDITORS REPORT

The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, the Company has appointed M/s Akshat Garg & Associates, (CP No. 10655), Practicing Company Secretaries, Ghaziabad for Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is attached and marked as "Annexure-1" and forms part of the Board Report. The observation made by the Secretarial Auditors in their report are self explanatory and therefore do not call for any further explanations/ comments. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

DETAILS OF DEPOSITS COVERED UNDER SECTION 73 OF THE COMPANIES ACT, 2013

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2018.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2017-18, the Board of Directors duly met Eight (8) times, details of which are provided in Corporate Governance Report. The maximum interval between any two meetings didnt exceed 120 days, as prescribed in the Companies Act, 2013.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPOSITION OF AUDIT COMMITTEE

The Company has Audit Committee as per the provisions of Section 177 of Companies Act, 2013 which comprises of three members. Other details about the committee and terms of reference are given in Corporate Governance Report.

SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any Subsidiary and or any Joint Venture Company or Associate Company.

EXTRACT OF ANNUAL RETURN

As per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of the Annual Return is annexed herewith and marked as "Annexure 2" to this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has set up and adopted a Vigil Mechanism/ Whistle Blower Policy (the "Policy") which lays down the principles and standards governing the management of grievances and concerns of employees and directors of the Company. The Mechanism shall enable the employees and the directors of the Company to report their genuine concerns or grievances about the actual and potential violation of the principles and standards lay down herein. Vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. The aforesaid policy can be accessed on the Companys website www. adharshilcapital.in and weblink of the same is http://adharshilacapital.in/uploads/policies/vigil-mechanism-policy.pdf

NOMINATION & REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a Nomination & Remuneration Committee and the details of terms of reference, number and dates of meeting held, attendance and other details are given separately in the attached Corporate Governance Report. The Board on the recommendation of Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior managerial personnel and their remuneration. The aforesaid policy can be accessed on the Companys website www.adharshilacapital.in and weblink of the same is http://www.adharshilacapital.in/uploads/policies/nomination-and-remuneration policy.pdf

FORMAL ANNUAL EVALUATION

In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board and that of its Committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee as well as evaluation of performance of Directors individually has been carried out. The manner in which the evaluation has been carried out has been explained in the attached Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company being a Non-Banking Finance Company (NBFC), the provisions of Section 186 of the Companies Act, 2013 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions entered during the year are negotiated on an arms-length basis and are in ordinary course of business. There have been no materially significant related party transactions made by the Company with the promoters other than on arm length basis. Hence, the disclosure as required in Section 134(3)(h) in the prescribed form AOC-2 is not required to annexed with this Report. The suitable disclosure as required in AS-18 regarding Related Party transactions has been made in the notes to financial statements. The Company has a policy for Related Party

Transaction placed it on Company website www.adharshilcapital.in and weblink of the same is http://adharshilacapital. in/uploads/policies/rpt-policy.pdf.

PARTICULARS OF EMPLOYEES

Currently, Company is not paying remuneration to any Director/Independent Directors/Non-Executive Directors or Managing Director. Therefore, particulars of employees as required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be provided in the report. However, the information on employees particulars is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is a Finance and Investment Company and has no manufacturing activity or other operations. Therefore, the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.

There were no foreign exchange earnings or outgoing during the financial year ended 31st March, 2018.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided together with compliance certificate from practicing Company Secretary on the Compliance of the condition of Corporate Governance forms a part of the Report and is given separately annexed and marked as "Annexure-3".

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate Report on Management Discussion and Analysis for the year under review, as stipulated under regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as "Annexure-4".

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal control relating to the nature of the business of the Company. A detailed note has been provided under Management Discussion and Analysis Report. The Company has an Audit Committee which ensures proper compliance of provisions of Companies Act, 2013 along with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and reviews the adequacy and effectiveness of the internal control.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors confirm that during the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Hence no complaint is outstanding as on 31.03.2018 for redressal.

CORPORATE SOCIAL RESPONSIBILITY

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 Crores or more or turnover of Rs.1000 Crores or more or net profit of Rs.5 Crores or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years on activities specified in Schedule VII.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as on date, as the Company does not fall within the purview laid down for the applicability of the provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.

RISK MANAGEMENT POLICY

The Board reviews the operations of the organization followed by identifying potential threats to the organization and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats. However, the elements of risk threatening the Companys existence is very minimal.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge their gratitude to the business Associates and Stock Exchange authorities for their continued patronage, assistance and guidance.

For and on behalf of Board of Directors
For ADHARSHILA CAPITAL SERVICES LIMITED
Sd/- Sd/-
HARNAND TYAGI AMITA ADLAKHA
DIRECTOR MANAGING DIRECTOR
DIN : 00159923 DIN: 00050772
Place : Ghaziabad
Date : 14.05.2018