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Your Directors have pleasure in presenting the 27th Annual Report of your company along with the Audited Financial statements for the year ended 31 st March 2018.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2018.
|Rupees in lacs|
|Profit/(Loss) from capital market operations||120.87||59.16|
|Profit/(Loss) before depreciation, Interest & tax||90.86||204.10|
|Profit/(Loss) before tax||29.95||-144.95|
|Provision for tax||12.23||0.00|
|Profit/(Loss) after tax||17.79||-144.95|
PERFORMANCE AD STATE OF AFFAIRS OF THE COMPANY
During the year under review, the Company has made a profit of Rs. 17.79lacs for the financial year 2017-2018 as compared to profit / Loss of Rs. -144.95lacs for the financial year 2016-2017.
The paid up Equity Share Capital as on March 31,2018 was Rs.12.00 crore. No additions and alterations to the capital were made during the financial year 2017-18.
In view of losses during the year the Board of Directors have decided not to declare any dividend for the current financial year2017-18.
TRANSFER TO PROFIT & LOSS ACCOUNT
Your Company proposes to transfer Rs. 17,78,596/- to the General Reserve MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
There are no material changes and commitments affecting 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; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
The Company has given loan of Rs.83,263,761/- under Section 186 of the Act during the financial year 2017-18.The Company has not given any guarantee nor made any investments during the financial year 2017- 2018.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company doesnt have any subsidiaries, associates and joint venture companies.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Companys business does not require any technology absorption and hence no reporting is required to be furnished underthis heading.
Foreign Exchange inflow and outflow during the year is Nil.
Your Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31 st March 2018.
DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD COMPOSITION AND INDEPENDENT DIRECTORS
1. DIRECTORS AND KEY MANAGEMENT PERSONNEL
At the 27thAnnual General Meeting of the company held on 27th September 2017 the company had appointed the independent director Mr. Ramasubramanian (DIN 07666326) and Mr. Palanivel (DIN 07743785) as independent director under the companies Act, 2013 for a period of 5 years commencing from 27th September 2017.The Independent Director has given declaration that he meets the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and listing agreement.
Mr. S. Pannalal Jain Tatia resigned from the Board on 19.02.2018 due to his personal health issues and Mrs. ChandrakanthaTatia was appointed as Additional Director on 30.05.2018 and is now proposed for appointment as Non Executive/Promoter Director at this ensuing AGM.
Mrs. Sangita Tatia - Whole Time Director (DIN 06932448) of our company shall retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment. 196,197,203 and any other applicable provisions of the Companies Act 2013, Mrs. Sangita Tatia, shall continue as the Whole Time Director (DIN 06932448) for the rest of her tenure. As stipulated in terms of the listing agreement with the stock exchanges, the brief profile of Mrs. Sangita Tatia, is provided in the Notice and the report on corporate governance, which forms an integral part of this Annual Report.
The Key Management Personnel of the company are as under:
1. Mr. K.Venkateshwaran-Company Secretary
2. Mr. M.Thadhalingam-Chief Financial Officer INDEPENDENT DIRECTORS DECLARATION
Mr. Palanivel and Mr. Ramasubramanian, who are Independent Directors, as on 31st March 2018 have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of theActandrevised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affecttheirstatus as independent directorduring the year.
Pursuant to the provisions of the Companies act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the audit and the Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
The Board has, on the recommendation of the Nomination & Remuneration Committee approved a policy for selection and appointment of directors, senior management and their remuneration. The Remuneration policy is stated in the corporate Governance Report.
M/s J.V.Ramanujam &Co., Chartered Accountants, (Firm Registration No.029475),were appointed as the Statutory Auditors of the Company, fora period of five years in the 26th AGM held on 27th September 2017 and they continue to be the Statutory Auditors of the Company till the conclusion of the 31st Annual general Meeting to be held in 2022. Due to the amendment of section 139 of the Companies Act, 2013, ratification of the Auditors appointment is not required any longer.
COMMENT ON STATUTORY AUDITORS REPORT
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.
SECRETARIAL AU DITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.P.S. Srinivasan, Practising Company Secretaries, (CP No.3122), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as Annexure VI.
COMMENT ON SECRETARIAL AUDITOR REPORT
With Reference to the remarks made by the secretarial auditor, Mr. P.S. Srinivasan, Associate partner M/s. Lakshmmi Subramanian & Associates Practicing Company Secretaries bearing (CP No. 3122), in the Secretarial Audit Report, the company has taken the corrective measures during the current financial year.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
According to Section 197(12) of the Companies Act, 2013 read with rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,none of the employees fall under the category specified underthe said Section and the Rules made there-underthe disclosures are annexed with.
RELATED PARTIES TRANSACTIONS
The Company has entered into contract/ arrangements with the related parties in the ordinary course of business and on arms length basis. - Annexure -1 details to be given-AOC 2
Except the above, during the year 2017-2018, the Company has entered in to a rental agreement in which the promoter of your Company is interested. As per the requirements of AS 18, the detail of the same is given in the Notes on Accounts.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 (the "Act") is enclosed at
Annexure-ll in the prescribed form MGT-9 and forms part of this Report.
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.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.
The Internal Auditors review the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013andthe rules framed thereunder. During the financial year 2017-18, the Company has not received anycomplaints on sexual harassment.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Managements Discussion and Analysis report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as required under the Securities Board of Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
NUMBER OF MEETINGS OF THE BOARD
The Board met Six times during the financial year, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the companies act, 2013
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
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. SangitaTatia, the Director of the Company and forms part of the Annual Report .
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 .
As per the provisions of the Companies Act, 2013 the company has appointed M/s. KBR & Co, Chartered Accountants, as an Internal Auditors of the company fora term of three years with effect from April 1,2017 to March 31,2020.
The Company proposes to continue their services to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Your company is not having profits more than Rs.5 Crores, in the Year 2017-18 and therefore Constituting of a CSR Committee and its compliance in accordance with the provisions of Section 135 of the Act, does not arise. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Companies Act 2013, the Directors hereby confirm:
That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
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;
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;
That they had prepared the Annual Accounts on a Going Concern basis.
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
That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS-BEFORE ACKNOWLEDGEMNT IN DIRECTORS REPORT
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
The Board of Directors would like to thank all employees of the Company and also Companys shareholders, auditors, customers and bankers fortheir continued support.
|On behalf of the Board of Directors For ASHRAM ONLINE.COM LIMITED
|Place : Chennai Date : 28/08/2018||SANGITATATIA Whole Time Director Din.No.06932448|