The Directors have pleasure in presenting the Twenty Second Annual Report and the Audited Statements of Accounts of your Company for the year ended 31st March 2015.
FINANCIAL RESULTS
(In Rupees)
Financial Results Year Ended Year Ended 31.03.2015 31.03.2014
Revenue from Operations 19,24,876 11,19,105
Less : Depreciation 1,09,876 16,475
Less: Provision for tax:- - Deferred Tax Charge/(Credit) (5,79,380) (4,24,820)
- Income Tax 22,760 -
- MAT Credit entitlement (22,760) -
Profit / (Loss) after Taxation 7,51,476 77,165
Balance Brought Forward 25,20,782 24,43,617
Surplus carried to Balance Sheet 32,72,258 25,20,782
DIVIDEND
The Board of Directors has not recommended any dividend for the year 2014- 2015.
SHARE CAPITAL
During the year under review, the Company has neither issued any equity shares, Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2015 none of the Directors of the Company held shares of the Company. Mrs. Amita Adlakha, Managing Director of the Company who was appointed as an Additional-Cum Managing Director of the Company held 4,25,000 (7.73%) equity shares as on 31st March, 2015. The Company has not bought back any equity shares during the year 2014-15.
LISTING OF EQUITY SHARES
The Company's Equity Shares were listed at Delhi Stock Exchange Limited ("DSE"). The Securities and Exchange Board of India ("SEBI") vide its Order dated November 19, 2014 has de-recognised the DSE. SEBI vide its circular dated April 17, 2015 suggested to get their shares listed at any nation-wide stock exchange to avoid from the other consequences. Accordingly, Board decided to get the Equity Share listed on BSE Limited (i.e. Bombay Stock Exchange). The Company has initiated steps for the listing of Equity Shares of the Company on Bombay Stock Exchange.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance of the provisions of Companies Act, 2013 and Articles of Association of the Company, Mrs. Amita Adlakha was appointed as an Additional cum Managing Director of the Company by the Board in its meeting held on 10th July, 2015. She shall hold office upto the date of this Annual General Meeting. Your Directors recommends confirmation of her appointment at this Annual General Meeting. Her period of office shall be subject to retirement by rotation whilst holding office of Managing Director.
Brief resume of the Mrs. Amita Adlakha, nature of her expertise in specific functional areas and the name of companies in which she hold the Directorship and the Chairmanship/membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given as Annexure to the Notice convening the Annual General Meeting.
Mr. Pradeep Kumar Sharma, Company Secretary of the Company has also been appointed as Chief Financial Officer of the Company w.e.f. 10th July, 2015.
Except Appointment of Mrs. Amita Adlakha on the Board, there was no change in the Directors of the Company and following are the present Directors of the Company.
1. Mr. Rajendra Kumar Khanna,
2. Mr. Joginder Singh Dhikkar
3. Mr. Harnand Tyagi
4. Mr. Sanjay Monga
5. Mrs. Amita Adlakha
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the Listing Agreement with the Stock Exchange in the preparation of Annual Accounts for the year ended 31st March, 2015 and state that:
i. in the preparation of Annual Accounts for the year ended March 31, 2015, the applicable accounting standards had been followed with proper explanation relating to material departures;
ii. we have selected appropriate accounting policies and have 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date.
iii. we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. we have prepared the annual accounts on a going concern basis;
v. we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS
The Notes on financial statement referred to in the Auditors' Report are self explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.
M/s B. K. Kapur & Co., Chartered Accountants, Ghaziabad, Auditor of the Company who was appointed in the previous Annual General Meeting for a tenure of three years, i.e. till the conclusion of 24th Annual General Meeting to be held in the year 2017. In View of due compliance of the provisions of Section 139(1), their continuance of appointment is required to be ratified by the members of the Company in the ensuing Annual General Meeting. Therefore, your Directors recommended the ratification of appointment of M/s B. K. Kapur & Co., Chartered Accountants as Statutory Auditors in the ensuing Annual General Meeting. The Company has already received a certificate from the above Auditors to the effect that if they are re- appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
INTERNAL AUDITORS
The Board of Directors of your Company has appointed Mr. Pradeep Kumar Sharma as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013. Mr. Pradeep Kumar Sharma is associated with the Company from 01.04.2009 as a Company Secretary of the Company.
FIXED DEPOSITS
Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2015.
MEETINGS
During the year, Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report.
AUDIT COMMITTEE
The Board has constituted a Audit Committee which comprises three members. Other details about the committee and terms of reference are given in the Corporate Governance Report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, the Company has appointed M/s Deepa Singhal & Associates (CP No.4747), Practicing Company Secretaries, Ghaziabad to do Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is attached and marked as "Annexure-1" and forms part of the Board Reports. The observation made by the Secretarial Auditors in their report are self explanatory and therefore do not call for any further explanations/comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.
SUBSIDIARY COMPANIES
The Company does not have any Subsidiary and or any Joint Venture Company.
EXTRACT OF ANNUAL RETURN
The extracts of the Annual Return as per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed herewith and marked as "Annexure-2" to this Report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to clause 49 of Listing Agreement and as per applicable provisions of section 177 of the Companies Act, 2013, the Company has set up and adopted a Vigil Mechanism/ Whistle Blower Policy (the "Policy") which lays down the principles and standards governing the management of grievances and concerns of employees and directors of the Company. The Mechanism shall enable the employees and the directors of the Company to report their genuine concerns or grievances about the actual and potential violation of the principles and standards laid down herein. Such a vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. The aforesaid policy can be accessed on the Company's website www.adharshilcapital.in and weblink of the same is http://adharshilacapital.in/uploads/policies/vigil- mechanism-policy.pdf
NOMINATION & REMUNERATION COMMITTEE
The Board has constituted a Nomination & Remuneration Committee. The Board on the recommendation of Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior managerial personnel and their remuneration. The remuneration, if any will be governed by the provisions of Companies Act, 2013 and Rules made thereunder. Other details about the committee are given in the Corporate Governance Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance and Directors individually. The manner in which the evaluation has been carried out has been explained in the attached Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company being a Non-Banking Finance Company (NBFC), the provision of Section 186 of the Companies Act, 2013 are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013
There have been no materially significant related party transactions made by the Company with the promoters, the key managerial personnel which may be in conflict with the interest of the company at large. The suitable disclosure as required in AS-18 regarding Related Party transactions has been made in the notes to financial statements. The Company has formulated a policy for Related Party Transaction placed it on Company website www.adharshilcapital.in and weblink of the same is http://adharshilacapital.in/uploads/policies/rpt-policv.pdf.
PARTICULARS OF EMPLOYEES
As the Company is not paying remuneration to any Directors/Independent Directors/Non-Executive Directors or Managing Director. Therefore, Particulars of employees as required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be provided in the report. However, the information on employees' particulars is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the company is a Finance and Investment Company and has no manufacturing activity or other operations. Therefore, the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable. There were no foreign exchange earnings or outgoing during the financial year ended 31st March, 2015.
DEMATERIALISATION OF SECURITIES
As informed in the last year's Director's Report, the shares of your Company were included in the compulsory list of trading in dematerialization form with effect from 2nd January, 2002. Your company had entered into necessary agreement with depository NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited). It is, therefore, advisable to trade in the securities of the Company in dematerialization form, which is convenient and safe.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. As per clause 49 of the Listing Agreement with the Stock Exchange the Corporate Governance Report along with a certificate from practicing Company Secretary on the Compliance of the condition of Corporate Governance, forms a part of the Report and is given separately annexed and marked as "Annexure-3".
A separate Report on Management Discussion and Analysis is also enclosed and forms part of this Report and marked as "Annexure-4".
SHIFTING OF REGISTERED OFFICE OF THE COMPANY
Pursuant to the provisions of section 12 of the Companies Act, 2013 and any other provisions applicable, if any, the Registered Office of the Company is shifted from 109, Choudhary Complex, 9, Veer Savarkar Block, Shakarpur, Delhi-110 092 to 7C, 1st Floor, 'J' Block, Shopping Centre Saket, New Delhi-110 017 w.e.f 10th July, 2015.
INTERNAL FINANCIAL CONTROLS
The Company has an adequate system of internal control relating to the nature of the business of the Company. A detailed note has been provided under Management Discussion and Analysis Report. The Company has an Audit Committee which ensures proper compliance with the provisions of the Listing Agreement with Stock Exchanges, Companies Act, reviews the adequacy and effectiveness of the internal control.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Directors confirm that during the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Hence no complaint is outstanding as on 31.03.2015 for redressal.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 Crores or more or turnover of Rs.1000 Crores or more or net profit of Rs.5 Crores or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.
The Company has not developed and implemented any Corporate Social Responsibility initiatives as on date, as the Company does not fall within the purview laid down for the applicability of the provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.
RISK MANAGEMENT CONNITTEE
The Board has constituted a Risk Management Committee which comprises three members. Other details about the committee and terms of reference are given in the Corporate Governance Report. The Committee, on a quarterly basis, provide status updates to the Board of Directors of the Company. However, the Company does not have any Risk Management Policy as on date as the elements of risk threatening the Company's existence is very minimal.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.
ACKNOWLEDGEMENTS
Your Directors wish to acknowledge their gratitude to the business Associates and Stock Exchange authorities for their continued patronage, assistance and guidance.
By Order of the Board For ADHARSHILA CAPITAL SERVICES LIMITED
Sd/- (RAJENDRA KUMAR KHANNA) Place : Ghaziabad CHAIRMAN OF THE BOARD Dated : 31st August, 2015 DIN : 00183593