Asia Capital Ltd Directors Report.

Dear Members

Your Directors have immense pleasure in presenting the 35th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March 2019.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2019 is summarized below:-

Particulars Amount (Rs.)
FY 2018-19 FY 2017-18
Gross Income 307,225,940 420,656,333
Profit Before Interest and Depreciation 2,403,071 2,227,370
Finance Charges 6,760 46,060
Gross Profit 2,396,311 2,181,310
Provision for Depreciation 9,803 16,333
Net Profit Before Tax 2,386,508 2,164,977
Provision for Tax 650,195 559,326
Net Profit After Tax 1,736,313 1,605,651
Proposed Dividend Nil Nil
Transfer to Special Reserve (RBI) 347,262 321,130
Paid-up Share Capital 30,920,000 30,920,000
Reserves and Surplus 7,486,507 5,758,757

2. Financial Review

During the year under review, the total income of the Company was Rs. 3072.26 lakhs as against Rs. 4206.56 lakhs in the previous year. The Company was able to earn a profit after tax of Rs. 17.36 lakhs in the current financial year as against a profit of Rs. 16.06 lakhs in the financial year 2017-18. Your Directors are putting in their best efforts to improve the performance of the Company.

3. Share Capital

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

4. Reserves & Surplus

The net movement in the major reserves of the Company for financial year 2018-19 and the previous year are as follows:

(Rs. In lakhs)
Particulars FY 2018-19 FY 2017-18
Securities Premium Account Nil Nil
Special Reserve (RBI) 14.38 10.91
Profit & Loss A/c (Cr.) 60.48 46.68
Total 74.86 57.59

5. Deposits

During the financial year 2018-19, your Company has not accepted any deposit within the meaning of the sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

6. Material Changes and Commitments

The Promoters of the Company has signed a share purchase agreement on 13-04-2018 for transfer of 7,90,990 Equity Shares held by them in favour of SKC Investment Advisors Private Limited at a price of Rs. 15/- (Rupees Fifteen) per equity share as a result of which there will be a change in the control/management of the Company after duly completion of all the compliances related to it. The same has been completed and all the shares held by the promoters has been acquired by SKC Investment Advisors Private Limited as on 28-11-2018 and 29-11-2018. Also the management of the Company has changed w.e.f. 31-12-2018.

Mr. Vinod Kumar Yadav has been appointed as an Additional Director (Independent) on the Board of the Company with effect from 10th May 2019, who shall hold office upto the date of ensuing Annual General Meeting of the Company.

Mr. Ramesh Voona has been appointed as the Chief Financial Officer of the Company w.e.f. 20th March 2019. He has resigned via letter dated 30th April 2019 and in his place Mr. Shashindra Singh was appointed as the Chief Financial Officer of the Company with effect from 10th May 2019 on terms and conditions mutually agreed upon.

The Company has also appointed Internal Auditor and Statutory Auditor during the year (details provided below).

STATUTORY AUDITOR INTERNAL AUDITOR
M/s Aashish Jain & Company M/s N. Singhal & Company
Chartered Accountants Chartered Accountants
404, IVth Floor, Shyam Anukampa, "WISDOM" 23, Purohit Ji Ka Bass
Ashok Marg, Ahinsa Circle, Laxmi Dharm Kanta Lane,
C-Scheme, Jaipur- 302 001 22 Godown, Jaipur- 302 006

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. 31st March 2019 and the date of this Directors Report i.e. 13th August 2019.

7. 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.

8. Subsidiaries/Joint Ventures/Associates

During the financial year 2018-19, no entity became or ceased to be the subsidiary, joint venture or associate of the Company. Accordingly 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.

9. Change in the Nature of Business

There has been no major change in the nature of business of your Company during the financial year 2018-19. Further since there is no subsidiary, joint venture and associate company, there is no question for mentioning of change in nature of business of such companies.

10. Directors and Key Managerial Personnel

In terms of the section 149 of the Companies Act, 2013, the Company has appointed the following as Independent Directors of the Company at the Annual General Meeting of your Company held on 30th September 2014 to hold office up to 5 (five) consecutive years up to 31st March 2019:

• Mrs. Shallu Jain (Resigned on 31-12-2018)

• Mr. Atul Aggarwal (Resigned on 31-12-2018)

• Mr. Saurabh Madan (Resigned on 01-10-2018)

Ms. Ridhi Gupta was appointed as the Additional Director (Independent) w.e.f. 12-10-2018, who resigned on 31-12-2018.

On account of change in management of the Company, the following new Independent Directors were appointed on the Board, who holds office upto this Annual General Meeting.

• Mr. Sanjay Kashi Rajgarhia (Appointed w.e.f. 31-12-2018)

• Mr. Prannoy Kumar (Appointed w.e.f. 31-12-2018)

• Mrs. Jayashri Samal (Appointed w.e.f. 20-03-2019)

• Mr. Vinod Kumar Yadav (Appointed w.e.f. 10-05-2019)

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 the 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. Shahshindra Singh, Chief Financial Officer

• Ms. Kaveri Ghosh, Company Secretary

The Board of Directors and the Key Managerial Personnel has been changed during the year under review. The new composition of the Board of Director as on date is as follows:

• Mr. Santosh Suresh Choudhary, Managing Director

• Mr. Ramsuresh Choudhary, Additional Director

• Mr. Manoj Kumar Jain, Director

• Mr. Dilip Kumar Jha, Additional Director

• Mr. Sanjay Kashi Rajgarhia, Independent Director (Additional)

• Mr. Prannoy Kumar, Independent Director (Additional)

• Mrs. Jayashri Samal, Independent Director (Additional)

• Mr. Vinod Kumar Yadav, Independent Director (Additional)

• Mr. Shahshindra Singh, Chief Financial Officer

• Ms. Kaveri Ghosh, Company Secretary

Mr. Ramsuresh Choudhary, Additional 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 offer himself for re-appointment. The Directors have recommended his reappointment.

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 website www.asiacapital.in. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director 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.

11. 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.

12. 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 Nine (9) 13-04-2018 12-10-2018 24-01-2019
09-05-2018 22-10-2018 25-01-2019
23-07-2018 31-12-2018 20-03-2019

13. 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, performance of the Directors individually as well as the evaluation of the working of its Committees. A feedback was sought from the Directors about their views on the performance of the Board covering various criteria. A 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 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 degree of fulfillment 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.

14. 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.

15. 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

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

Audit Committee:

1. Mr. Sanjay Kashi Rajgarhia–Chairman (Independent Director-Additional)

2. Mr. Prannoy Kumar–Member (Independent Director-Additional)

3. Mr. Dilip Kumar Jha–Member (Executive Director-Additional)

Nomination and Remuneration Committee:

1. Mr. Sanjay Kashi Rajgarhia–Chairman (Independent Director-Additional)

2. Mr. Prannoy Kumar–Member (Independent Director-Additional)

3. Mrs. Jayashri Samal–Member (Independent Director-Additional)

4. Mr. Dilip Kumar Jha–Member (Executive Director-Additional)

Stakeholders Relationship Committee:

1. Mr. Sanjay Kashi Rajgarhia–Chairman (Independent Director-Additional)

2. Mr. Prannoy Kumar–Member (Independent Director-Additional)

3. Mr. Dilip Kumar Jha–Member (Executive Director-Additional)

16. Audit Committee Recommendations

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

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

The information on 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 as Annexure-II to this Report.

18. 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.

19. 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 formulated a Policy on Related Party Transactions and the same is uploaded on the Companys website: www.asiacapital.in. Details of Related Party Transactions as per AOC-2 are provided in Annexure-IV to this Report.

20. Particulars of Loans, Guarantees and Investments

Disclosure of details of loans, guarantees and investments under section 186 of the Companies Act, 2013 read with Rule 13 of the Companies (Meetings of Board and its Powers) Rules, 2014 are not applicable on your Company, as it is a Non-Banking Finance Company (NBFC) registered with the Reserve Bank of India.

21. 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 Annual Return in Form MGT-9, is available on website of the Company at http://www.asiacapital.in/annual_return.php.

22. Auditors and Auditors Report

M/s Prakash & Santosh, Chartered Accountants, New Delhi were appointed as the Statutory Auditor of the Company to hold office for a period of 3 years i.e. from the conclusion of the 32nd Annual General Meeting till the conclusion of the 35th Annual General Meeting of the Company (subject to ratification by the members of their appointment at every AGM).

In lieu of change in management of the Company, the new Board members appointed new Statutory Auditor for the Company, M/s Aashish Jain & Company, Chartered Accountants who shall holds office till the conclusion of the 35th Annual General Meeting of the Company and offers themselves for reappointment for a period of 5 years i.e. from the conclusion of the 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company.

The Auditors Report for the financial year 2018-19, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

23. Secretarial Audit 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 M/s Shilpi S. Jain & Co., Company Secretaries as Secretarial Auditor of the Company for the financial year 2018-19. The Secretarial Audit Report provided by the Secretarial Auditors is annexed as Annexure-V to this Report.

The Secretarial Auditors Report for the financial year 2018-19, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

24. 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 N. Singhal & Company, Chartered Accountants has been appointed as the Internal Auditors of your Company w.e.f. 28-05-2019. 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.

25. Risk Management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain 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 your Company.

26. Cost Records and Cost Audit Report

In terms with the provisions of the section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company.

27. Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

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 behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of the company: www.asiacapital.in.

28. 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-VI 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-VII to this Report.

29. 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 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 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 and the same can be accessed on companys website–www.asiacapital.in.

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

• Code of Conduct to Regulate, Monitor & Report Trading by Designated Persons

• Policies & Procedures for Inquiry in case of Leak of Unpublished Price Sensitive Information or Suspected Leak of Unpublished Price Sensitive Information

30. Corporate Social Responsibility

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

31. 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 future.

32. 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 2018-19 in respect of defaulter in any loan accounts.

33. General

Your 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.

34. 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 31st March 2019, 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 31st March 2019 and of the profit and loss of the Company for the financial year ended 31st March 2019;

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.

35. Stock Exchange Listing

The shares of the Company are listed on BSE Limited under script code 538777. The listing fee for the financial year 2018-19 has been paid to BSE Limited.

36. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the cooperation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board
For Asia Capital Limited
Sd/- Sd/-
Santosh Suresh Choudhary Manoj Kumar Jain
Date: 13th August 2019 Managing Director Director
Place: Delhi DIN: 05245122 DIN: 00097821
R/o C2/401, Prabhat Residency, R/o 100 Vaishali, Pitampura
Poonam Nagar, Bolinj, Delhi-110 034
Virar (West), Thane– 401 303