asia capital ltd Directors report


Dear Members

Your directors have the pleasure in presenting the Thirty-Ninth Annual Report together with the audited accounts of the company for the year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended March 31, 2023 is summarized below: -

Particulars

(Rs. in thousands)
FY 2022-23 FY 2021-22

Gross Income

4886.30 4575.04

Profit Before Interest and Depreciation

2615.45 2523.01

Finance Charges

0 0

Gross Profit

2615.45 2523.01

Provision for Depreciation

1.34 2.22

Net Profit Before Tax

2614.10 2520.80

Provision for Tax

657.99 702.94

Net Profit After Tax

1956.11 1817.86

Proposed Dividend

- -

Transfer to Special Reserve (RBI)

363.57 217.42

Paid-up Share Capital

30920 30920

Reserves and Surplus

15454.37 13498.26

FINANCIAL REVIEW

During the year under review, the total income of the Company was INR 48.86 lakhs as against INR 45.75 lakhs in the previous year. The Company was able to earn a profit after tax of INR 19.56 lakhs in the current financial year as against a profit of INR 18.18 lakhs in the financial year 2021-22. Your Directors are putting in their best efforts to improve the performance of the Company.

SHARE CAPITAL

During the year, there was no change in the Companys authorized, issued, subscribed and paid-up equity share capital.

RESERVES & SURPLUS

The net movement in the major reserves of the Company for the financial year 2022-2023 and the previous year are as follows:

(Rs. in thousands)

Particulars

FY 2022-23 FY 2021-22

Securities Premium Account

Nil Nil

Special Reserve (RBI)

3076.01 2712.44

Profit & Loss A/c (Cr.)

12378.36 10785.85

Total

15454.37 13498.26

DEPOSITS

During the financial year 2022-2023, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

Mr. Siddharth Bhikchand Bhansali was appointed as the Chief Financial Officer of the Company w.e.f. April 01, 2022.

Mr. Akash Devendra Ramola, an Additional Director of the Company appointed on August 12, 2022 has been regularized and appointed as an Executive Director in the 38th Annual General Meeting of the Company held on September 16, 2022 effective from August 12, 2022.

Below are the Statutory Auditor and Internal Auditor of the Company:

STATUTORY AUDITOR

INTERNAL AUDITOR

M/s Shankarlal Jain & Associates LLP

M/s M M Jhunjhunwaala & Associates

Chartered Accountants

Chartered Accountants

12, Engineer Building, 265,

214 Bharat Chambers Baroda Street

Princess Street, Mumbai 400002

Mumbai- 400009

There are no other material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year i.e. March 31, 2023 and the date of this Directors Report i.e. August 22, 2023.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

During the financial year 2022-23, no entity became or ceased to be a subsidiary, joint venture or associate of the Company. Accordingly, a statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures in Form AOC-1 is not applicable.

Policy for determining material subsidiaries of the Company has been provided on the website www.asiacapital.in.

CHANGE IN THE NATURE OF BUSINESS

There has been no major change in the nature of business of your Company during the financial year 2022-23. Further, since there is no subsidiary, joint venture and associate company, there is no question for mentioning change in the nature of business of such companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 of the Companies Act, 2013, all the independent directors are non-rotational. The details of the familiarization programmes for Independent Directors are disclosed on the Companys website www.asiacapital.in.

In terms of Section 203 of the Companies Act, 2013, the following are appointed as Key Managerial Personnel of your Company by the Board:-

Mr. Santosh Suresh Choudhary, Managing Director Mr. Siddharth Bhikchand Bhansali, Chief Financial Officer Mr. Hanuman Govind Patel, Company Secretary and Compliance Officer

The composition of the Board of Directors as on date is as follows:

Mr. Santosh Suresh Choudhary, Managing Director Mr. Manoj Kumar Jain, Executive Director Mr. Akash Devendra Ramola, Executive Director Mr. Sanjay Rajgarhia, Independent Director Dr. (Mrs.) Dipti Singh, Independent Director Mr. Nirav Laxmichand Mamniya, Independent Director Mr. Siddharth Bhikchand Bhansali, Chief Financial Officer Mr. Hanuman Govind Patel, Company Secretary and Compliance Officer

Appointments

Mr. Siddharth Bhikchand Bhansali was appointed as the Chief Financial Officer of the Company with effect from April 01, 2022.

Mr. Akash Devendra Ramola, an Additional Director of the Company appointed on August 12, 2022 has been regularized and appointed as an Executive Director in the 38 th Annual General Meeting of the Company held on September 16, 2022 effective from August 12, 2022.

Mr. Akash Devendra Ramola, Director of the Company is liable to retire by rotation in this Annual General Meeting as per the Section 152 (6) of the Companies Act, 2013 and being eligible to offer himself for re-appointment. The Directors have recommended his reappointment.

Resignations

During the year, no resignation took place in the Board and Key Managerial Personnel of your Company.

The Board has laid down separate Codes of Conduct for Directors and Senior Management personnel of the Company and the Independent Directors as per Schedule-IV of the Companies Act, 2013 which is available on the Companys websitewww.asiacapital.in. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Chairman of the Company has also confirmed and certified the same. The certification as per Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed at the end of the Report on Corporate Governance.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of the number of Board of Directors of your Company are as below:

Meeting

No. of Meeting

Dates of Meeting

Board of Directors

Four (4) 01/2022-23 May 30, 2022
02/2022-23 August 12, 2022
03/2022-23 November 14, 2022
04/2022-23 February 14, 2023

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees. Feedback was sought from the Directors about their views on the performance of the Board covering various criteria. Feedback was also taken from the Directors on their assessment of the performance of the other Directors. The Nomination and Remuneration Committee (NRC) then discussed the above feedback received from all the Directors. Based on the inputs received, the Chairperson of the NRC also made a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors regarding the Boards performance as a whole, and of the Chairman. Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) was discussed by the Chairperson of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of its performance and these assessments were presented to the Board for consideration. The areas on which the Committees of the Board were assessed included the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The feedback was provided to the Directors, as appropriate. The significant highlights, learning and action points arising out of the evaluation were presented to the Board.

NOMINATION AND REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In accordance with the Section 178 of the Companies Act, 2013 read with the rules mentioned there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Policy includes criteria for determining positive attributes, qualifications, independence of a director, Board diversity, remuneration and other matters provided u/s 178 (3).

The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors, Key Managerial Personnel etc. and other matters is set out in Annexure-I to this Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee

The present Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Sanjay Rajgarhia Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh Member (Independent Director)

3. Mr. Nirav Laxmichand Mamniya Member (Independent Director)

Nomination and Remuneration Committee:

1. Mr. Sanjay Rajgarhia Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh Member (Independent Director

3. Mr. Nirav Laxmichand Mamniya Member (Independent Director)

Stakeholders Relationship Committee:

1. Mr. Sanjay Rajgarhia Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh Member (Independent Director

3. Mr. Nirav Laxmichand Mamniya Member (Independent Director)

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all the recommendations of the Audit Committee were accepted by the Board.

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

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under the Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached asAnnexure-II to this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under the Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure-III to this Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a policy on related party transactions as approved by the Board and the same is available on the website of the Company: www.asiacapital.in.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Being an NBFC, the disclosures regarding particulars of loans given, guarantees given and security provided is exempted under the provisions of Section 186(11) of the Act.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of the Section 92 of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9, is available o n the website of the Company at https://www.asiacapital.in/annual-return.html.

STATUTORY AUDITORS AND THEIR REPORT

M/s Shankarlal Jain & Associates LLP, Chartered Accountants, Mumbai was appointed as statutory auditors of the Company for a period of 5 years i.e. from the conclusion of the 36th Annual General Meeting till the conclusion of the 41st Annual General Meeting of the Company.

The Auditors Report for the financial year 2022-23, does not contain any qualification, observation or adverse remarks and accordingly, no comments are required by your Board of Directors on the same.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mrs. Pranita Lakhani, Practicing Company Secretary had undertaken a secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit Report provided by the Secretarial Auditors is annexed as Annexure-IV to this Report.

The Secretarial Auditors Report for the financial year 2022-23, does not contain any qualification, observation or adverse remarks and accordingly, no comments are required by your Board of Directors on the same.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

In terms of the Section 138 of the Companies Act, 2013, M/s M M Jhunjhunwaala & Associates, Chartered Accountants has been appointed as the Internal Auditor of your Company. The Internal Auditor monitors the compliance with the objective of providing to the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organizations governance processes.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks proactively and efficiently. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain the impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of the Company.

COST RECORDS AND COST AUDIT REPORT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1) of the Act is not applicable for the business activities carried out by the Company.

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents fairly and transparently by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

Pursuant to the Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. A copy of the vigil mechanism policy is uploaded on the website of the company: www.asiacapital.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report are annexed as Annexure-V to this Report.

Further: -

1. Report on Corporate Governance

2. Certificate on compliance of conditions of corporate governance as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and

3. Certificate of Non-Disqualification of Directors (pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) is annexed as Annexure-VI to this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Companys Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of a promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of a promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the following policies as per the SEBI (Prohibition of Insider Trading) Regulation, 2015 and amendment thereto and the same can be accessed on the companys website www.asiacapital.in.

Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information Code of Conduct for Prevention of Insider Trading

CORPORATE SOCIAL RESPONSIBILITY

Provisions of the Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in the future.

DISCLOSURES REQUIRED UNDER THE NON-SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL (NON-DEPOSIT ACCEPTING OR HOLDING) COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 2015

There was no auction conducted by the Company during the financial year 2022-23 in respect of defaulters in any loan accounts.

GENERAL

The Board of Directors confirms that:

(a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

(b) Your Company does not have any ESOP scheme for its employees/Directors; and

(c) There is no scheme in your Company to finance any employee to purchase shares of your Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of the Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards and Schedule-III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have 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 your Company as at March 31, 2023 and of the profit and loss of the Company for the financial year ended March 31, 2023;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ‘going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited under script code 538777. The listing fee for the financial year 2022-23 has been paid to BSE Limited.

ACKNOWLEDGEMENT

The directors wish to thank the companys customers, vehicle manufacturers, vehicle dealers, channel partners, banks, mutual funds, rating agencies and shareholders for their continued support. The directors also thank the employees of the company for their contribution to the companys operations during the year under review.