Ashram Online Director Discussions


Dear Stakeholders,

Your Directors have pleasure in presenting the 32nd Directors Report of M/s. Ashram online.com Limited (The Company) and along with it, the Audited Financial statements for the Financial year ended 31st March 2023.

1. Financial Results

The financial results of the Company for the year ended 31st March 2023 is summarized below:

(Rupees in lacs)

Particulars Year Ended Year Ended 31st
31st March 2023 March 2022
Income from Operations 39.23 35.02
Non-operating Income 39.93 34.50
Total Income 79.16 69.53
Total Expenditure 100.56 64.31
Profit / Loss before Depreciation, Interest and Taxation (21.39) 5.22
Interest & Finance Charges 0.51 0.00
Depreciation 3.18 4.15
Profit / Loss before Tax (25.09) 1.07
Provision for Current Taxes 0.17 0.00
Provision for Deferred Taxes - -1.97
Profit / Loss after Tax (25.26) 3.03
Other Comprehensive Income (47.28) 296.85
Transfer to Reserves 0.00 0.00
Balance carried to Balance Sheet (72.54) 299.88

2. Operating Results And Business Operations

During the financial year 2022 - 2023, your Company has incurred a profit / (Loss) of Rs. (25.26) Lakhs as compared to the profit / (Loss) of Rs. 3.03 Lakhs incurred in previous year 2021 - 2022.

3. Dividend

The Board of Directors wish to conserve the profit for future development and expansion and hence have not recommended any dividend for the financial year 2022-2023

4. Transfer of Unclaimed Dividend To Investor Education And Protection Fund:

The provisions of Section 125 (2) of the companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. Transfer To Reserves

Due to loss the Company has abstained from transfer to any reserves other than statutory transfers.

6. Change in Nature of Business of Company

There is no change in the nature of business of your Company during the year under review.

7. Material Change and Commitments of the Company

There are no material changes and commitments effecting the financial position of the company which have occurred between end of the financial year of the company to which the financial statements relate and the date of report.

8. Particulars of Loans, Guarantees and Investment

The Company has given loan of Rs. 98.90 lacs during the F.Y. 2022 2023 under the provisions of Section 186 of the Companies Act, 2013 and has been disclosed in the Note No. I (e) of the Financial Statements, forming a part of this Annual Report. The Company has not given any guarantee during the financial year 2022 - 2023.

9. Deposit from Public

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2023.

10. Share Capital and Listing on Stock Exchange

The paid up Equity Share Capital as on March 31, 2023 was Rs.12,00,00,000/-. Consisting of 1,20,00,000 equity Shares at Rs. 10/- each. No additions and alterations to the capital were made during the financial year 2022 - 2023.
Issue of equity shares with differential rights Your Company had not issued any equity shares with differential rights during the year under review
Issue of sweat equity shares Your Company had not issued any sweat equity shares during the year under review.
Issue of employee stock options Your Company has not issued any employee stock options during the year under review.
Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of the employees Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of the employees during the year under review
Listing of Shares The Shares of the Company are listed in Bombay Stock Exchange Limited having Scrip Code 526187
Suspension of shares from trading During the financial year 2022 - 2023, the shares of the Company were not suspended from trading on the stock exchange.

11. Subsidiaries, Associates and Joint Venture Companies

Your Company has no subsidiaries or joint ventures. There are also no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). Further during the year, no company has become or ceased to be its subsidiaries joint ventures or associate companies

12 . Directors and Key Managerial Personnel, Board Composition and Independent Directors

The Board consists of the Executive Whole Time Director, One Non Executive Director and Two Independent Directors as on 31st March 2023. Independent directors are appointed for a term of five years and are not liable to retire by rotation. All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI Listing Regulations, as amended from time to time

A. Directors and Key Management Personnel

S.no Name of the Director DIN Designation Appointment Date
1 Mrs. Sangita Tatia

06932448

Executive / Promoter/ Whole Time Director Non Executive /

31.07.2014

Mr. Tatia Jain
2 Pannalal Sampathlal 01208913 Non Independent / Promoter Director Non Executive / 13.11.2018
3 Mr. V. Ramasubramanian 07666326 Independent Director Non Executive / 31.10.2016
4 Mr. M. Palanivel 07743785 Independent Director 31.10.2016

There has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same.

13. Appointment / Re Appointment of Directors

As per the provisions of Section 152 of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment.

At the ensuing (Annual General Meeting) AGM, Mr. Tatia Jain Pannalal Sampathlal (DIN: 01208913), Director retires by rotation and being eligible, offers him selves for re-appointment.

A detailed profile of Mr. Tatia Jain Pannalal Sampathlal along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

14. Key Management Personnel of the Company are as under

The following persons have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. a. Mrs. Sangita Tatia, Chairman and Whole Time Director b. Mr. M. Thadhalingam Chief Financial Officer c. Mrs. Mary Belinda Jyotsna S, Company Secretary cum compliance

Officer Submitted her Resignation w.e.f. 10.09.2023 vide Letter dt. 10.08.2023 d. Mr. Raghuvender (Membership No.A30164) appointed as Company

Secretary and Compliance Officer of the Company w.e.f. 11th August, 2023

15. Independent Directors Declaration

The Independent Directors of the Company have submitted declaration of Independence confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and Listing Regulations.

All the Independent Directors of the Company have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

16. Annual Performance Evaluation by the Board

The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“the Listing Regulations”) stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson. The Company has formulated a Policy for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The evaluation framework for assessing the performance of Directors comprises various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the

Companys business/activities, understanding of industry and global trends, etc.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually (including Independent Directors). The evaluation process was based on the affirmation received from the Independent Directors that they met the independence criteria as required under the Companies Act, 2013, and the Listing Regulations.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors who were evaluated on several parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders and knowledge acquired with regard to the Companys business/activities.

The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The outcome of the Board Evaluation for the Financial Year 2022- 2023 was discussed by the Nomination and Remuneration Committee and the Board at their respective meetings held in May 2023. Qualitative comments and suggestions of Directors were taken into consideration by Chairman of the Board and Chairman of the Nomination and Remuneration Committee. The Directors have expressed their satisfaction with the evaluation process. Details of the policy on evaluation of Boards performance is available on the Companys website at www.ashramonline.in

17. Related Parties Transactions

Pursuant to the amendment in SEBI Listing Regulations, during the year under review, Audit Committee has approved amendments to the existing Related Party Transactions Policy of the Company including the limits that will constitute material modification of an approved RPT, and the same is available on the Companys website, www.ashramonline.in.

All related party transactions during F.Y. 2022 - 2023 were in the ordinary course of business and at arms length terms. During FY 2022 - 2023, Audit Committee has reviewed on quarterly basis, the related party transactions of the Company against the omnibus approval accorded by Audit Committee. During F.Y. 2022 - 2023, The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013, in Form AOC-2, are provided as an “Annexure 1” to this report. Related party transactions during F.Y. 2022 - 2023, were in compliance with the Companies Act, 2013, SEBI Listing Regulations and Accounting Standards and are disclosed in the notes forming part of the financial statements.

Further, the Company has not entered into any other transaction of a material nature with the Promoters, Directors, Key Managerial Personnel or their relatives etc. that may have potential conflict with the interests of the Company.

18. Management Discussion and Analysis

In compliance with the Regulation 34 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulation, 2015, a detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report. “Annexure 2”

19. Policy of Directors Appointment and Remuneration

The Nomination and Remuneration Policy is in place laying down the role of NRC, criteria of appointment, qualifications, term / tenure, etc. of Executive Directors & Independent Directors, annual performance evaluation, remuneration of Executive Directors, Non-Executive/ Independent Directors, Key Managerial Personnel and Senior Management, and criteria to determine qualifications, positive attributes and independence of Director. NRC policy is available on the Companys website, at www.ashramonline.in.

20. Familiarization Program for Independent Directors

As stipulated by Section 149 read with Schedule IV, Part III of the Companies Act, 2013 and Regulation 25 of the Listing Regulations, The Company has formulated a policy on

‘familiarization programme for independent directors Further, the Company also familiarizes its Independent Directors on their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company, etc. The familiarization programme for Independent Directors is disclosed on the Companys website at www.ashramonline.in

21. Other Disclosures

During the year under review, the Company has not obtained any registration/ license / authorization, by whatever name called from any other financial sector regulators. 22. Number of Meetings of the Board Eight (8) meetings of the Board of Directors of the Company were held during the year. The requisite quorum was present for all the Meetings. The intervening gap between the Meetings was within the period prescribed under the companies act, 2013, for detailed information on the Meetings of the Board and its Committees, please refer to the Corporate Governance Report, which forms part of this Annual Report.

The Companies Act, 2013 read with the relevant rules made thereunder, now facilitates the participation of a director in board / committee meetings through video conferencing or other audio visual mode. Accordingly, the option to participate in Board meetings through video conferencing was made available for Directors.

23. Statutory Compliance

The Company has been adopting the policies and requirements as mandated under various statutes to the extent and as far as possible and shall always strive to abide by the laws and by- laws as applicable and the Board reviews periodically the compliance reports of all applicable laws to the Company.

24. Directors Responsibility Statement

Pursuant to the requirement of Section 134(5) of the Companies Act 2013, the Directors hereby confirm: a. That in the Preparation of Annual Financial statements for the financial year ended 31st March 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b. That they 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 or Loss of the Company for that period;

c. That they had taken proper and sufficient care for the maintenance of adequate

Accounting Records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities; d. They have prepared the Annual Financial Statements on a Going Concern basis.

e. That they laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Audit Committee

The Company has in place an Audit Committee in terms of the requirements of the Act read with the rules made thereunder and Regulation 18 of the SEBI Listing Regulations. The details pertaining to the same have been provided in Annexure ‘3 - Report on Corporate Governance forming part of this Report.

26. Nomination and Remuneration Committee

The Company has in place a Nomination and Remuneration Committee (NRC) in terms of the requirements of the Act read with the rules made thereunder and Regulation 19 of the SEBI Listing Regulations. The details of the same are given in

Annexure ‘3 - Report on Corporate Governance forming part of this Boards

Report.

27. Stakeholders Relationship Committee

The Company has in place a Stakeholders Relationship Committee (SRC) in terms of the requirements of the Act read with the rules made thereunder and Regulation 20 of the SEBI Listing Regulations. The details of the same are given in Annexure ‘3 - Report on Corporate Governance forming part of this Boards Report.

28. Disclosure on Acceptance of Recommendations Made By Board Committees

During F.Y. 2022 - 2023, various recommendations were made by the Committees to the Board of Directors, which were all accepted by the Board, after necessary deliberations.

29. Details of Significant and Material Orders Passed By the Regulators or Courts / Tribunal

There are no significant or material orders passed by the Regulators or Courts or Tribunals which impacts the going concern status of the Company and its future operations.

30 . Corporate Governance Report

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

In compliance with the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, requisite Report on Corporate Governance along with a Certificate from M/s. J V Ramanujam & Co., Chartered Accountants., and Statutory Auditors of the company regarding compliance with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report as “Annexure 3 & 5”

31. Particulars of Employees and Related Disclosures

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Act, read with Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended. The disclosures are annexed with as “Annexure 4”.

Having regard to the provisions of Section 136(1) read with the relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost

32. CFO Certification

As required under Regulation 17 (8) read with Part B of Schedule II of SEBI Listing Regulations, Mr. Thadhalingam, the Chief Financial Officer (CFO) of the Company certifying that the financial statements do not contain any untrue statements represents a true and fair view of the Company affairs. Also, in terms of Regulation 33 (2) of SEBI Listing Regulations, Mr. Thadhalingam, the Chief Financial Officer of the Company gave quarterly certification on financial results while placing the financial results before the Board. “Annexure 6”.

33. Certificate of Non Disqualification of Directors

Certificate of Non-Disqualification of Directors (Pursuant To Regulation 34 (3) And Schedule V Para C Clause (10) (I) of The SEBl (Listing Obligations And Disclosure Requirements) Regulations, 2015) has been obtained From M/s. AXN Prabhu & Associates, Mr. AXN Prabhu, Practicing Company Secretary, M.No. 3902 COP. No 11440 which forms part of this report as

Annexure-7”.

34. Auditors a. Statutory Auditors

M/s J. V. Ramanujam & Co, Chartered Accountants (Firm Registration No. 02947S) were reappointed as Statutory Auditors of the Company at the 31st Annual General Meeting (AGM) held on September 29, 2022, for a second term of five years from the conclusion of the 31st Annual General Meeting till the Conclusion of the 36th Annual General Meeting.

M/s J. V. Ramanujam & Co, Statutory Auditors, vide letter dated January 10, 2023, submitted their resignation to the Board through Audit Committee, giving the reason that majority of partners of the firm M/s J V Ramanujam & Co., Chartered Accountants, having FRN: 002947S, had called for dissolution of the firm with effect from January 1, 2023 and they are unable to continue as Statutory Auditors of the Company with effect from the same date as per the required auditing standards, legal requirements and related guidelines.

M/s Darpan & Associates, Chartered Accountants (Firm Registration No.

016156S) were appointed as Statutory Auditors to fill casual vacancy caused by resignation of M/s J V Ramanujam & Co., Chartered Accountants, at the Board meeting dated 23rd January 2023 and approved by the shareholder through Postal ballot E-voting process for which the resolution was deemed to be passed on 12th April 2023, till the conclusion of the ensuing Annual General meeting. M/s Darpan & Associates, Chartered Accountants (Firm Registration No. 016156S), are willing to be appointed as the Statutory Auditors of the Company for a period of 5 years until the conclusion of the 37th Annual General Meeting and has given their consent. The Board recommends their appointment at the ensuing Annual General Meeting. The Board of Directors have adopted the Auditors Report as issued by the Statutory Auditor.

The report of the Statutory Auditor forms part of this Integrated Report and Annual Accounts 2021 - 2022. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (CA) of the Act.

Comment on Statutory Auditors Report

The Auditors have expressed an unmodified opinion in their report on the financial statements of the Company. As regards the qualification given by the auditor in Point No. VII Annexure to Auditor Report. The Case is pending with the Honorable High Court of Madras.

b. Secretarial Auditors

As per the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s Lakshmmi Subramanian & Associates,, Practising Company Secretaries, were appointed as the Secretarial Auditors of the Company to undertake the secretarial audit for the Financial Year 2022 - 2023. The Secretarial Audit Report issued by the secretarial auditor, Mr. P.S. Srinivasan, Associate partner M/s. Lakshmmi Subramanian & Associates Practicing Company Secretaries bearing (CP No. 3122 ; ACS No. 1090) is annexed herewith as “Annexure - 8 ” to this directors report.

There are no qualifications, observations, adverse remarks or disclaimer in the said Report.

Reporting of Frauds

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, and therefore, no details are required to be disclosed under Section 134(3) (c) (a) of the Companies Act, 2013. c. Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed M/s. V. Rajesh and Associates, Cost Accountants as an Internal Auditor on 30.05.2022 who reports to the Audit Committee. Quarterly Internal Audit Reports are submitted to the Audit Committee which reviews the audit reports and suggests necessary action. d. Cost Auditors

Cost Audit and Cost Records Maintenance of cost records and requirement of Cost Audit as prescribed under Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the business activities carried out by your Company.

35. Internal Control System and their Adequacy

The Company has adequate system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Board of Directors has laid down internal financial controls to be followed by the Company and the policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the 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. The Audit Committee evaluates the internal financial control systems periodically.

36. Failure to Implement Any Corporate Action

There Were No instances where the Company failed to implement any corporate action within the specified time limit.

37. Extract of Annual Return

The Submission of Extract of annual Return in MGT 9 is dispensed with in terms of Companies (Management and Administration) Amendment rules, 2021 dated 5th March, 2021. Hence the question of attaching MGT 9 with this report does not arise. However, the Annual Return can be viewed in the website of the company www.ashramonline.in

38. Risk Management

Business Risk Evaluation and management of such risks is an ongoing process within the organization. The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

A Risk Management Framework is already in place and the Executive Management reports to the Board periodically on the assessment and minimization of risks.

39. Disclosure as Per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the above Act. The following is the summary of sexual harassment complaints received and disposed off during the current financial year. Number of Complaints received: Nil Number of Complaints disposed off: Nil

40. Compliance with the Provisions of Secretarial Standards

In terms of Section 118 (10) of the Companies Act, 2013, the Company is complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government. The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied with, by your Company.

41. Disclosure of Shares Held By Promoters in Demat Form

The promoters of the Company hold all their shares in demat form and has been disclosed in the Note No. II 10 (a) of the Financial Statements, forming a part of this Annual Report.

42. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Disclosure stipulated as under Section 134(3) of Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under: The Company is not a Manufacturing company nor does the company has any Energy Consumption based business other than normal consumption of Energy in Administrative Office. The company deploys all the possible measure to conserve the energy and increase usage of green energy.

The Company is not involved in any Technological Absorption based activities. Hence same is not reportable. The Company has not dealt in any Foreign Exchange in any manner during the year under review. Hence the same is not reportable.

43. Code of Conduct for Directors and Senior Management Personnel

The Board adopted a Code of Conduct (the “Code”) for the Board Members and

Senior Management Personnel of the Company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements, specifically under Regulation 17(3) of the Listing Regulations. The Code is aimed at preventing any wrongdoing and promoting ethical conduct of the Board and the Companys employees. The Code lays out the standard of conduct which is expected to be followed by the Board Members and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Mrs. Sangita Tatia, the Whole Time Director of the Company and forms part of the Annual Report and the website of the Company at www.ashramonline.in

44. Corporate Social Responsibility

The CSR Policy Rules are not applicable to the Company during the year under review.

45. Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report and the website of the Company at www.ashramonline.in

46. Details of One Time Settlement with Any Bank or Financial Institution Along With the Reasons Thereof

During the year under review there was no instance of one-time settlement with any bank or financial institution.

47. Details of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code 2016 (31 of 2016) During the Year Along With Their Status as At the End of the Financial Year

There were no applications made nor any proceeding pending under the insolvency and bankruptcy code, 2016 during the year.

48. Depository System

As the members are aware, the Companys shares are compulsorily tradable in electronic form only. As on March 31, 2023, 48.11% of the Companys total paid up capital representing 57,72,760 shares are in dematerialized form. In terms of Regulation 40 (1) of SEBI Listing Regulations requests for effecting transfer of securities shall be processed only if the securities are held in the dematerialized form. Further, with effect from January 24, 2022, all requests for transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal / exchange of securities certificate, endorsement, sub-division/splitting of securities certificate and consolidation of securities certificates/folios will be processed and mandatorily a letter of confirmation will be issued, which needs to be submitted to Depository Participant to get credit of these securities in dematerialized form. Shareholders desirous of using these services are requested to contact RTA of the company; the contact details of RTA are available on the website of the Company at www.ashramonline.in.

Further in adherence to SEBIs circular to enhance the due diligence for dematerialization of the physical shares, the Company has provided the static database of the shareholders holding shares in physical form to the depositories which would augment the integrity of its existing systems and enable the depositories to validate any dematerialization request. 49. Request to Investors a. Investors are requested to communicate change of address, if any, directly to the registrar and share transfer agent of the Company. b. As required by SEBI, investors shall furnish details of their respective bank account number and name & address of the bank for incorporating in the dividend warrants to reduce the risk to them of fraudulent encashment. c. Investors holding shares in electronic form are requested to deal only with their respective depository participant or change of address, nomination facility, bank account number etc. d. Shareholders, who have multiple folios in identical names, are requested to apply for consolidation of such folios and send the relevant share certificates to the Company.

50. General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review: a. There are no significant material orders passed by the Regulators or Courts or

Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement. b. No fraud has been reported by the Auditors to the Audit Committee or the Board.

There has been no change in the nature of business of the Company c. Issue of equity shares with differential rights as to dividend, voting or otherwise. d. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. e. There has been no change in the nature of business of the Company as on the date of this Report. f. There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

52. Green Initiative

Electronic copies of the Annual Report 2022-23 and the Notice of the 32nd Annual General Meeting are sent to all members whose email addresses are registered with the Company/RTA. The hard copy of Annual Report 2022-23 will be sent only to those shareholders who request for the same. For members who have not registered their email addresses, physical copies are sent in the permitted mode. In order to support Green Initiative, the Company requests those members who have yet not registered their e-mail address, to register the same directly with their Depository Participant, in case shares are held in electronic form or with the RTA, in case shares are held in physical form.

51. Review & Amendments

The Board of Directors of the Company have from time to time framed and approved various Policies in pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015. These Policies and Codes are reviewed by the Board and are updated, if required.

The following policies have been framed and has been disclosed on the Companys
website www.ashramonline.in:
Code of conduct for Directors, Senior Management and Independent Directors Policy for prevention of sexual harassment (POSH) Policy on determination of Materiality of Events or Information Board diversity policy Performance evaluation policy Succession plan for the Board and Senior Management Risk management Policy Vigil Mechanism or Whistle Blower Mechanism Policy on preservation of documents Policy on Related Party Transaction Criteria for making payment to Non-Executive Directors Terms and conditions for appointment of independent Directors Familiarization Program for Independent Directors Code for prevention of Insider Trading in securities
53. Acknowledgement
The Board of Directors places on record its sincere thanks to the Statutory Auditors, Secretarial Auditors, Internal Auditors, Registrar and Transfer Agents, Stock Exchange, various State regulatory authorities and overseas for their valuable guidance, support and cooperation. The Directors record their sincere gratitude to the shareholders, esteemed customers, Suppliers and all other well-wishers for their continued patronage. The Directors express their appreciation for the contribution made by every employee of the company.