Ashari Agencies Ltd Directors Report.

Dear Members,

Your Directors take pleasure in presenting the 34th Annual Report of your company together with the Audited Balance Sheet as on 31st March, 2019 and the statement of Profit & Loss for the year ended on that date.

FINANCIAL RESULTS

The performance of the company for the financial year ended 31st March, 2019 is summarized below :

Year ended 31.03.2019 Year ended 31.03.2018
Income(Gross) (83,580.26) 1,79,285.71
Profit/(Loss) before depreciation & interest (1,24,681.77) 1,13,922.62
Less:
- Depreciation - -
- Interest - 579.30
Profit before Taxes (1,24,681.77) 1,13,348.01
Taxation
- Current Tax/MAT - (16,342.30)
- MAT Credit Entitlement (26,576.28) 16,258.40
- Deferred Tax (2,89,211.71) 64,009.35
Profit/(Loss) After Tax (4,40,469.76) 1,77,273.46
Profit/(Loss) for the year Carried to Balance Sheet (4,40,469.76) 1,77,273.46

DIVIDEND

Your Directors intend to plough back available resources for financial requirements and express their inability to recommend any dividend for the financial year.

RESERVES

The company has not transferred any amount from the statement of profit and loss to general reserve during the year under review.

BUSINESS OPERATIONS

Your company is engaged in the business of investments, leasing, financing and trading in F&O Segment. Your company has incurred a net loss of Rs.4,40,489.76 during the year as against the net profit of Rs.1,77,273.46 in the immediate preceding financial year after tax.

DIRECTORS

In accordance with the provisions of section 152 of Companies Act, 2013, Mr. Vijay Kumar Aggarwal (DIN No.01020844) retire by rotation and being eligible, offer himself for re-appointment liable to retire by rotation. The Board recommends his re-appointment at the ensuing Annual General Meeting.

Mr. Pankaj Mittal, Mr. Pradeep Kumar and Mrs. Simran Aggarwal the three directors have resigned from the Board of Directors of the company effective from 30.06.2018, 30.06.2018 and 01.11.2018 respectively.

Mr. Navneet Kunchal, the director of the company departed for his heavenly abode on 28th November, 2018. The Directors expresses their great sorrow on the sad and untimely demise of Mr. Navneet Kunchal and pray for peace to the departed soul.

The Board places on record its deep appreciation for the contribution made by these directors towards the growth and progress of the company during their respective tenure as director on the board.

Mr. Yogesh Devidas Kulkarni (DIN : 08286460) and Ms. Harsha Jayesh Ghelani (DIN : 07867420) were appointed as Additional Directors of the company with effect from 23rd November, 2018 and now has been regularized as Directors.

The company has received requisite notices in writing proposing their candidature for the office of Director.

CHANGE IN NATURE OF BUSINESS

The company is engaged in the business of Investments, Leasing and financing and there has been no change in the nature of business during the year under review.

However, the management is planning to undertake some other viable business activities alongwith the existing business.

SIGNIFICATNT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s) which would impact the going concern status of the company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATMENETS RELATES AND THE DATE OF THE REPORT

No material changes and commitment affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of this report.

COPRORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the company.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY

The company has no Subsidiary, joint venture and Associate company as at the end of the year.

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

The company has given loans during the year under review as per the particulars given in form No. AOC-2 marked Annexure ‘A. The company has no Subsidiary, Joint Venture and Associate Company.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were in the ordinary course of companys business and on arms length basis. There are no materially significant related party transactions made by the company with the promoters, key managerial personnel or other designated persons which may have potential conflict with the interest of the company at large. However the significant related party transactions are given in Form No. AOC-2 annexed to this report and note no. 23.

DEPOSITS

The company has not accepted fixed deposits from the public during the financial year under review. The company did not have any deposits at the beginning of the financial year. Thus, provisions of Section 73 of the Companies Act, 2013 are not applicable to the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Since the date of last report the following changes have occurred in the composition of the board.

• Three Directors have resigned from the board of directors of the company.

• One Director has passed away for his heavenly abode ; and

• Two Additional Directors have been taken on the board of the company.

At present the board is constituted of one Executive Director, Two Non Executive Directors, One Independent Director and Two Additional Directors.

BOARD MEETINGS

The Board of Directors met 5 times during the financial year on 29.05.2018, 13.08.2018, 13.11.2018, 23.11.2018 and 14.02.2019.

The particulars of Directors, their attendance at Board meetings during the financial year and at the last Annual General Meeting are as under :-

Name Designation Attendance
Board Meeting Last AGM
Mr. Vijay Kumar Aggarwal Executive Director 5 Yes
Mr. Ravindra Kumar Garg Non-Executive Director 5 NO
Mr. Anil Kumar Saxena Independent Director 5 NO
Mr. Ajay Kumar Aggarwal Non-Executive Director 3 Yes
Mrs. Harsha Jayesh Ghelani Independent Director 1 NA
Mr. Yogesh Devidas Independent Director 1 NA
Kulkarni

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Anil Kumar Saxena, the Independent Director of the company, meet the criteria of independence as provided under sub-section (6) of Section 149 of the Companies Act, 2013. Declarations to this effect have also been received from him.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The company has devised a policy for performance evaluation of the individual Directors, Board its Committees which includes criteria for performance evaluation.

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Agreement, the Board carried out an annual performance evaluation of its own performance, the directors, individually as well as the evaluation of the working of the committees of the Board. The performance of the Board was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of processes and information provided to the Board, etc. A separate meeting of the independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee also reviewed the performance of the directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors, etc.

POLICY ON APPOINTMENT AND AREMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee of the Board has devised a policy for selection, appointment and remuneration of directors and senior management. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors. Further, the Committee has also devised a policy relating to remuneration for Key Managerial Personnel and senior management employees.

TRAINING OF INDEPENDENT DIRECTORS

On induction, the new independent directors on Board are familiarized with the nature of industry and the Companys business operations. They are updated on a frequent basis with regard to operations of the Company. The Management encourages participation by the independent directors.

Presently, no formal training programme exists. Until now, learning for the independent directors has been a pervasive ongoing phenomenon via participation.

COMMITEES OF THE BOARD

Board has constituted three functioning committees in accordance with the provisions of Companies Act, 2013 and SEBI(LODR) Regulations, 2015 namely Audit Committee, Shareholder/Grievance Committee and Remuneration Committee. The detail of each committee is provided as under:-

Audit Committee

The Committee mate 4 times during the financial year on 29.05.2018, 13.08.2018, 13.11.2018 and 14.02.2019.

Composition, names of the members and their attendance at meetings during the financial year are as under :-

Name Designation Category No. of meetings attendant
Mr. Vijay Kumar Aggarwal Member Non-Executive Director & Chairman 4
Mr. Ravindra Kumar Garg Member Non-Executive Director 2
Mr. Pankaj Mittal Member (Resigned during the year) Non-Executive Independent Director 1
Mr. Navneet Kunchal Member (Died during the year) Non-Executive Independent Director 3
Mrs. Harsha Jayesh Ghelani Member Non-Executive Director & Independent Director 1

Shareholders/ Grievance Committee

The Committee mate 4 times during the financial year on 29.05.2018, 13.08.2018, 13.08.2018 and 14.02.2019.

Composition, names of the members and their attendance at meetings during the financial year are as under :-

Name Designation Category No. of meetings attended
Mr. Vijay Kumar Aggarwal Member Non-Executive Director & Chairman 4
Mr. Ravindra Kumar Garg Member Non-Executive Director 2
Mr. Pankaj Mittal Member (Resigned during the year) Non-Executive Independent Director 1
Mr. Navneet Kunchal Member (Died during the year) Non-Executive Independent Director 3
Mrs. Harsha Jayesh Ghelani Member Non-Executive Director & Independent Director 1

Nomination and Remuneration Committee

The Committee met once during the financial year on 14.02.2019.

Composition, names of the members and their attendance at meetings during the financial year are as under :-

Name Designation Category No. of meetings attendant
Mr. Vijay Kumar Aggarwal Member Non-Executive Director & Chairman 1
Mr. Ravindra Kumar Garg Member Non-Executive Director 1
Mrs. Harsha Jayesh Ghelani Member Non-Executive Director & Independent Director 1

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, your 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 to 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. Internal financial control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information; and

(f) The directors had devised proper systems to ensure compliance with the provisions of applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The company has adequate internal financial control system commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets. The activities of the company do not involve purchase of inventories and sale of goods and services. Except sale and purchase of equity shares.

For the purposes of effective internal financial control, the Company has adopted various procedures for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:

(a) Familiarity with Policies and Procedures the related policies and procedures and the changes thereto, if any, are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly.

(b) Accountability of Transactions There is a proper delegation of authorities and responsibilities so as to ensure accountability of any transaction.

(c) Accuracy & Completeness of Financial Statements/ Reports For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer softwares are used.

(d) Retention and Filing of Base Documents All the source documents are properly filed and stored in a safe manner.

(e) Segregation of Duties Having regard to the size of the company and nature of its business, it is ensured that no person handles all the aspect of a transaction. To avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

(f) Timeliness It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in form MGT-9 pursuant to the provisions of section 92 read with Rule 12 of the Companies (Management and Administration) Rule 2014 is attached marked Annexure ‘B.

AUDITORS

M/s. P. Jain & Co., Chartered Accountants, Ghaziabad (ICAI Registration No. 000711C), are the Statutory Auditors of the company & hold office upto the conclusion of the ensuing Annual General Meeting. The members have been requested to ratify their appointment for one year from the conclusion of this Annual General Meeting till the conclusion of 37th Annual General Meeting to be held in the year 2022.

AUDITORS REPORT

Auditors Report on the financial statements of the Company is forming part of this Annual Report and there are no qualifications in the said report except emphasize on note no. 26 B to the financial statement which is self explanatory. No qualifications, reservations or adverse remarks have been made by the Statutory Auditors in the said Report.

SECRETARIAL AUDIT

Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act, 2013, the Company is required to annex with its Boards Report a secretarial audit report, given by a company secretary in practice.

M/s. V. Kumar & Associates, a firm of Practicing Company Secretary (FSC No.8976) has been appointed as Secretarial Auditors of the company for the financial year 2018-19 and their report on the Secretarial Audit for the year under review is annexed and marked Annexure ‘C which form part of this report.

SECRETERIAL AUDIT REPORT

The observations made in Secretarial Audit Report are self explanatory and needs no comment.

However the company is in process of appointing a Whole Time Director and the Whole Time Company Secretary, latest by end of June, 2019.

The company is also taking necessary steps to obtain certificate of Registration of NBFC.

CORPORATE GOVERNANCE

In terms of SEBI (LODR) Regulations, 2015, Compliance with Corporate Governance is not applicable to the company.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The management discussion and analysis report forms part of this Annual Report in compliance with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as Annexure ‘D.

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

The company does not have any women employee at work place and therefore the constitution of committee for the prevention and redressal of complaints related to sexual harassment at workplace is not required.

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

Section 134(3)(m) of the Companies Act, 2013 read with a Companies (Disclosure of particulars in the Report of the board of Directors) Rules 8 is not applicable since the company does not have any manufacturing activities.

There has been no expenditure and/or earning in foreign exchange.

EMPLOYEES

In terms of rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel Rules 2014). The name and other particulars of the employees, whose remuneration falls within the purview of the said rule, are required to be set out in the Annexure to the Directors Report. However during the year under review or any part thereof, the company did not employ any person with remuneration falling within the purview as prescribed under the rule.

SEGMENT

The company is engaged in the business of investment, leasing and financing which are governed by the same set of risks and returns and as such are in the same segment.

SHARE CAPITAL

The company has not bought back any of its shares during the year under review. The company has not issued any "Sweat Equity" shares during the year under review. The company has not provided any stock option scheme to the employees.

RISK MANAGEMENT POLICY

At present, the company has not identified any element of risk which may threaten the existence of the company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend declared and paid in last years, the provisions of Section 125 of the Companies Act, 2013 do not apply.

ACKNOWLEDGEMENT

Yours Directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from Government agencies and the shareholders. Your Directors also record their appreciation for the total dedication of employees at all levels.

For and on behalf of the Board of Directors
Sd/- Sd/-
(Ravindra Kumar Garg) (Vijay Kumar Aggarwal)
Director Director
DIN : 009286365 DIN : 01020844
Date : 26.08.2019
Place : Ghaziabad