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Ashika Credit Capital Ltd.

BSE: 590122 Sector: Financials
NSE: N.A. ISIN Code: INE094B01013
BSE 00:00 | 24 Apr 2020 Ashika Credit Capital Ltd
NSE 05:30 | 01 Jan 1970 Ashika Credit Capital Ltd

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OPEN 20.05
PREVIOUS CLOSE 20.25
VOLUME 36014
52-Week high 45.05
52-Week low 15.05
P/E 10.57
Mkt Cap.(Rs cr) 21
Buy Price 18.50
Buy Qty 3.00
Sell Price 22.40
Sell Qty 696.00
OPEN 20.05
CLOSE 20.25
VOLUME 36014
52-Week high 45.05
52-Week low 15.05
P/E 10.57
Mkt Cap.(Rs cr) 21
Buy Price 18.50
Buy Qty 3.00
Sell Price 22.40
Sell Qty 696.00

Ashika Credit Capital Ltd. (ASHIKACREDIT) - Director Report


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Company director report

Dear Shareholders

Your Directors are pleased to present the 26th Annual Report covering the operationsand business of your Company together with the Audited Financial Statements for thefinancial year ended 31st March 2019.

1. FINANCIAL SUMMARY OF THE COMPANY:

(Amount in ? lakhs)
Financial results for the year ended 31st March 2019 31st March 2018
Total Income 1776.79 1103.69
Profit/ (Loss) before tax 1049.83 376.41
Less: Tax Expenses 293.88 98.69
Profit / (Loss) for the year 755.95 277.72
Add: Balance as per last financial statements (351.65) (573.83)
Less: Transfer to statutory reserve U/s 45-IC of RBI Act 1934 151.19 55.54
Surplus/ (Deficit) in the Statement of Profit and Loss 253.11 (351.65)

2. STATE OF COMPANY AFFAIRS:

The year 2018-2019 is a profitable year for the Company wherein your company recorded aprofit after tax of H755.95 Lakhs as compared to H277.72 Lakh in the previous FinancialYear showing growth of approx 172%. Your company has earned approx 1776.79 Lakh in thecurrent fiscal year which pertains to income from loan assets. During the year underreview the maximum loan disbursed by company is H175 cr.

In reference to the consent agreement settled through High Court Mumbai an amount ofH40000000/- to be recovered towards bad debt made in the previous Financial years ofH80000000/. During the FY 2018-2019 your company has recovered H33000000/- intranches and balance to be recovered in current fiscal year.

The EPS (both basic & diluted) of your company is reflected as H6.78 and H6.36respectively.

3. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the F.Y.2018-2019. Your company is engaged in financial services i.e. providing Loan againstsecurities Un Secured Loan Investment in securities etc so there is only one segmentreporting as per AS 17.

4. DIVIDEND:

Your Board recommends a dividend of Re. 1/- per Equity Share (i.e. 10%) on face valueof H10/- per share for the financial year ended 31st March 2019. The dividend payment issubject to approval of members at the ensuing Annual General Meeting of the Company. Asper statutory requirements there has been no amount proposed to be transferred tounclaimed dividends account.

5. CHANGES IN SHARE CAPITAL:

The Authorized Share Capital of your Company as on 31st March 2019 stands atH202500000/- divided into 20250000 equity shares of H10/- each. The Issued &subscribed Share Capital of your Company is H113461740/- divided into 11346174equity shares of H10/- each and the Paid-up Share Capital is H113400000/- divided into11340000 equity shares of H10/- each fully paid-up..

During the Financial Year 2018-2019 your company has made allotment of 540000 equityshares to promoter group M/s Ashika Global Securities Private Limited issued pursuant toexercise of conversion of 540000 convertible warrants into equal number of equity sharesunder preferential allotment.

The Company has utilized the proceeds of the aforesaid allotment money as specified inthe explanatory statement of the notice of general meeting dated 22.02.2018. Further therehas been no deviation in utilisation of proceeds pursuant to Regulation 32 of SEBI (LODR)Regulations 2015.

6. TRANSFER TO RESERVE:

Your Company proposes to transfer H151.19 Lakh to statutory reserves u/s 45 IC of RBIAct 1934 for the year ended 31st March 2019.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL: DIRECTORS

Your Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 the Listing Regulations and provisions of the Articles ofAssociation of the Company.

During the year there stood changes in the composition of the Board of the Companywherein Mr. Sanjay Kumar Singh Independent Director resigned from Board w.e.f. 24th July2018 due to pre commitments and Mr. Radhey Shyam Agrawal Independent Director resignedfrom the directorship of the Company w.e.f. closure of business hours of 31st March 2019 on completion of his existing tenure since he attained the age of 75+ & was facinghealth issue . The Board of Directors has placed on record its sincere appreciation forthe rich contribution made by Mr. Sanjay Kr Singh & Mr. Radhey Shyam Agrawal duringtheir tenure of association as Independent Directors.

On the recommendation of Nomination and Remuneration committee & Board ofDirectors Ms. Sonu Jain (DIN: 07267279) has been appointed as the additional director(Non-Executive and Independent) of the Company w.e.f. 1st April 2019 for a term of 3years. Her office shall not be liable to retire by rotation. Her appointment is subject toapproval of shareholders at the ensuing General Meeting of the Company. She has given herconsent for appointment and has confirmed that she does not suffer from anydisqualifications for appointment.

Mr. Sagar Jain (DIN: 00392422) Independent Director of the Company has beenre-appointed for second term of 5 years w.e.f. 1st April 2019 subject to approval ofshareholders in the ensuing Annual General meeting . He has given his consent forre-appointment and has confirmed that he still retains his status as Independent Directorand that he does not suffer from any disqualifications for appointment.

Mr. Pawan Jain (DIN: 00038076) Executive Chairman and Wholetime director whoseexisting tenure is expiring on 31st October 2019 has been reappointed for a furtherperiod of 3 (three) years effective from 1st November 2019 on recommendation ofNomination & Remuneration committee and Board subject to approval of shareholders inthe ensuing general meeting. He is liable to retire by rotation.

During the year under review Board of Directors in their meeting held on 14th February2019 has revised the remuneration structure of Mr. Pawan Jain effective from 1st January2019 on recommendation of Nomination & Remuneration committee subject to complianceof applicable section of Companies Act 2013 read with rules and Schedule V thereon andsubject to approval of shareholders by Special resolution in the ensuing general meeting.

Mr. Daulat Jain (DIN: 00040088) Managing Director & CEO whose existing tenure isexpiring on 31st October 2019 has been reappointed for a further period of 3 (three)years effective from 1st November 2019 on recommendation of Nomination &Remuneration committee and Board subject to approval of shareholders in the ensuinggeneral meeting. He is liable to retire by rotation.

Pursuant to regulation 36 of SEBI (LODR) Regulation 2015 a brief resume / detailsrelating to Directors who are proposed to be appointed/re-appointed and the details of thedirector liable to retire by rotation is furnished in the Notice of the ensuing AnnualGeneral Meeting (AGM) of the Company.

RETIREMENT BY ROTATION

The Independent Directors hold office for a fixed period from the date of theirappointment and are not liable to retire by rotation. Out of the remaining directors andin accordance with the provisions of Section 152 of the Companies Act 2013 and Articlesof Association of the Company Mr. Daulat Jain Managing Director retiring by rotation atthe ensuing Annual General Meeting is being eligible for re-appointment. This shall notconstitute a break in the office of Mr. Daulat Jain as the Managing Director in theCompany.

INDEPENDENT DIRECTORS

All the Independent Directors of the Company have declared to the Board of Directorsthat they meet the criteria of Independence as laid down in Sections 149(6) and 149(7) ofthe Companies Act 2013 and Regulation 16(1)(b) of the Listing Regulations and that theyare not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties with anobjective independent judgment and without any external influence pursuant to Regulation25 of the Listing Regulations.

FAMILIARIZATION PROGRAMME

In order to encourage active participation from the Independent Directors and also toenable them to understand the business environment of the Company and their roles rightsresponsibilities in the Company a Familiarization Programme for the Independent Directorshas been implemented in compliance with the requirement of Regulation 25 of ListingRegulations. The Board members are provided with necessary documents reports andcompany's policies to enable them to understand and acquaint with the Company's proceduresand practices.

The details of the familiarization programme held are uploaded on the website of theCompany and can be accessed at https://www.ashikagroup.com/accl-familiarization-programme/

KEY MANGERIAL PERSONNEL

In terms of section 203 of Companies Act 2013 and rules made thereon the following arethe Key Managerial Personnel of the Company.

1) Mr. Pawan Jain - Wholetime Director ( Executive Chairman )

2) Mr. Daulat Jain - Managing Director & CEO

3) Mr. Amit Jain - Chief Financial Officer

4) Ms. Anju Mundhra - Company Secretary and Compliance Officer

NOMINATION & REMUNERATION POLICY

Your Board has adopted a Remuneration Policy for identification selection andappointment of Directors Key Managerial Personnel (KMP) and Senior Management (SM) ofyour Company. The Policy provides criteria for fixing remuneration of the Directors KMPsSMPs functional heads as well as other employees of the Company. This remunerationpolicy also governs criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub-section (3) of section 178of Companies Act 2013 and regulation 19 of SEBI (LODR) Regulations and amendments thereof.

Your Board on the recommendations of the Nomination and Remuneration Committeeappoints Director(s) of the Company based on his / her eligibility experience andqualifications and such appointment is approved by the Members of the Company at GeneralMeetings. Independent Directors of the Company are appointed to hold their office for aterm of upto five consecutive years on the Board of your Company and will be eligible forreappointment on passing of a special resolution by the Company and disclosure of suchappointment in the Board's report. Based on their eligibility for re-appointment theoutcome of their performance evaluation and the recommendation by the Nomination andRemuneration Committee the Independent Directors may be reappointed by the Board foranother term of five consecutive years subject to approval of the Members of the Company.

While determining remuneration of the Directors KMPs SMs and other employees theNomination and Remuneration Committee ensures that the level and composition ofremuneration are reasonable and sufficient to attract retain and motivate them and ensurethe quality required to run the Company successfully. The relationship of remuneration toperformance is clear and meets appropriate performance benchmarks. The Policy broadly laysdown the guiding principles philosophy and the basis for payment of remuneration to theexecutive and Non-Executive Directors (by way of sitting fees) Key Managerial Personneland others. The above policy along with the criteria for selection is available at thewebsite of the Company at https://www.ashikagroup.com/PDF/ remuneration-policy-final.pdf

Further pursuant to SEBI (LODR) Amendment Regulations 2018 the Company has revisedits existing policy giving effect of the aforesaid amendments and the same was dulyapproved by the Nomination & Remuneration Committee and Board in their meeting held on14th February 2019. The said revised policy is effective from 1st April 2019 and hasbeen uploaded at the website of the Company www.ashikagroup.com and is available at thelink https://www. ashikagroup.com/PDF/Nomination-and-Remuneration-Policy.pdf

8. NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. Only in case of special and urgent businessif the need arises the Board's/Committee's approval is taken by passing resolutionsthrough circulation or by calling Board/Board Committee meetings at short notice aspermitted by law.

The agenda for the Board and Committee meetings includes detailed notes on the items tobe discussed to enable the Directors to take an informed decision.

The Company has duly complied with section 173 of the Companies' Act 2013 read with theapplicable Secretarial Standards pertaining to Meetings of Board of Directors of theCompany. During the year under review five board meetings were convened. The dates onwhich meeting were held are as follows: 28th May 2018 5th August 2018 14th August2018 (adjourned meeting) 6th November 2018 and 14th February 2019. The maximum intervalbetween any two meetings did not exceed 120 days.

9. FORMAL ANNUAL EVALUATION:

During the Financial year under review the Board has carried out annual performanceevaluation of its own performance the Directors individually as well as the evaluationof the working of its Audit Nomination & Remuneration and Stakeholders RelationshipCommittees as mandated under the Act and SEBI Listing Regulations through self-assessmentand peer assessment. The criteria applied in the evaluation process are explained indetail in the Corporate Governance Report

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

The statement containing the disclosure as required in accordance with the provisionsof Section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as AnnexureA and forms part of the Board's Report.

In accordance with the provision of section 197(12) of Companies Act 2013 and Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the nameand other particular of every employee covered under the said rule are available at theregistered office of the Company during the workings hours for a period of 21 days beforethe Annual General Meeting and will be made available to any shareholder on request .

11. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has neither a Subsidiary Company nor a Joint Venture Company or anAssociate Company during the year under review. Hence disclosure regarding the same isnot applicable on the Company under the Companies Act 2013.

12. AUDITORS STATUTORY AUDITOR

In terms of Section 139 of Companies Act 2013 read with the provisions of theCompanies (Audit and Auditors) Rules 2014 as amended M/s. Haribhakti & Co LLPChartered Accountants (Registration Number 103523W/W100048) were appointed as StatutoryAuditors of the Company from the conclusion of the 24th Annual General Meeting of theCompany held in the year 2017 to hold office till the conclusion of the 29th AnnualGeneral Meeting to be held in 2022 subject to ratification of their appointment by theMembers at every intervening Annual General Meeting held thereafter. The requirement ofseeking ratification of the members for continuance of their appointment has beenwithdrawn consequent upon the changes made by the Companies (Amendment) Act 2017 witheffect from May 07 2018. Therefore the Company is not seeking any ratification ofappointment of M/s. Haribhakti & Co LLP Chartered Accountants as the Auditors of theCompany by the Members at the ensuing AGM.

The Auditors' Report for the year ended 31.03.2019 contains a modified opinion that theCompany is yet to fully comply with the requirements of Para 21 of the Non-BankingFinancial Company- Non Systemically Important Non-Deposit taking Company (Reserve Bank)Directions 2016.

As per the management of the Company the Company has complied with the requirement ofPara 21 of the Non-Banking Financial Company-Non-Systemically Important Non-Deposit takingCompany (Reserve Bank) Directions 2016 except for one case at the year end howeverthere is no impact of the same on the profit net worth total assets total incomeearning per share total expenditure total liabilities or any other financial items ofthe audited financial results.

Further the Statutory Auditors have not reported any incident of fraud during the yearunder review to the Audit Committee or Board of Directors of your Company.

SECRETARIAL AUDITOR:

M/s. M.R & Associates a firm of Company Secretaries in Practice have beenappointed to undertake the Secretarial Audit of the Company pursuant to the provisions ofSection 204 of the Act the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and the SEBI (LODR) Regulations 2015 as amended.

The Report of the Secretarial Auditor in the format MR 3 is annexed to the Board'sReport as Annexure 'B wherein in the report it is mentioned that during the year underreview the Company has made a delay of 16 days in making application for listing ofequity shares to stock exchanges pursuant to Regulation 108(2) of SEBI (Issue of Capitaland Disclosure Requirements) Regulations 2009 . In lieu of the same the stock exchangeshave levied fine on the Company pursuant to SEBI Circular CIR/CFD/DIL/57/2017 dated June15 2017 and the Company has paid the prescribed fine to stock exchanges."

13. COMMITTEES:

With a view to having a more focused attention on business and for better governanceand accountability and in accordance with applicable provisions your Board of Directorshave duly constituted the following mandatory committees viz. Audit Committee Nominationand Remuneration Committee and Stakeholders' Relationship Committee in terms of Section177 and Section 178 of Companies Act 2013 read with the applicable rules made thereon andSEBI (LODR) Regulations) 2015. The terms of reference of the Committee has been approvedby the Board of Directors. The details of the committee with terms of reference along withcomposition meeting held and attended by the Directors during the year are provided inthe Corporate Governance Report (forming part of this Annual Report) as per Regulation 34of SEBI (LODR) Regulations 2015.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has formulated a Vigil Mechanism/Whistle Blower Policy incorporating theprovisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act 2013and Regulation 22 of SEBI (LODR) Regulations 2015 in order to encourage Directors andEmployees of your Company to report any issue of genuine concerns regarding unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct andEthics policy which is impacting and compromising with the interest of your Company andits stakeholders in any way. No person has been denied an opportunity to have access tothe Audit Committee Chairman. It has adopted a Whistle Blower Policy and the same ishosted on the website of the Company and can be accessed at https://www.ashikagroup.com/PDF/Vigil_Mechanism_Policy.pdf

Pursuant to regulation 9A (6) of SEBI Prohibition of Insider Trading) (Amendment)Regulations 2018 the Company has made necessary amendments in the Whistle BlowerPolicy/Vigil Mechanism to enable employee to report instances of leak of UPSI and therevised policy is effective from 1st April 2019. The revised policy is uploaded on thewebsite of the Company at https://www.ashikagroup.com/ PDF/Vigil-Mechanism-Policy.pdf

The details of the said vigil mechanism policy have been provided in the CorporateGovernance Report annexed to this Report.

15. RISK MANAGEMENT POLICY:

Pursuant to section 134(3)(n) of Companies Act 2013 and Regulation 17(9) of SEBI (LODR)Regulations 2015 your company has a robust Risk management framework to identifyevaluate business risk and opportunities. This framework seeks to create transparencyminimize adverse impact on the business objectives and enhance the competitive advantage.The framework has a different risk model which helps in identifying risk trends exposureand potential impact analysis at a company level. The key business risk identified by theCompany are related to Market Risk Operational Risk Interest Risk Credit RiskLiquidity Risk Human Resource Risk and Regulation & Compliance and other relatedwhich are covered in MDA report which forms part of this Annual Report.

16. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Sec 135 and the applicable CSR Rules read with Schedule VII of theCompanies act 2013 are not applicable for your Company for the FY 2018- 2019 and hence theCompany has not taken any initiatives for implementation of CSR accordingly.

Further the CSR is applicable for the FY 2019-2020 in reference to the Profit BeforeTax for the FY 2018-2019 and accordingly the Company is in process of complying with allnecessary required as applicable pursuant to Sec 135 of Companies Act 2013 read withSchedule VII and rules thereon.

17. EXTRACT OF ANNUAL RETURN:

The Companies Act 2013 makes mandatory for every company to prepare an extract in theformat prescribed as per Form MGT 9. The detailed extract forming part of the AnnualReturn as on 31st March 2019 is annexed herewith as Annexure - C.

Further pursuant to Companies (Amendment) Act 2017 the Extract of Annual return ofthe Company for the F.Y 2018-2019 is also available on the website of the Company in thefollowing link https://www.ashikagroup.com/disclosures-under-companies-act/

18. MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred since 31st March 2019 being the end of the FinancialYear of the Company to which financial statements relate and the date of the report.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.

Manali Properties & Finance Ltd. had filed a complaint case against the CompanyAshika Credit Capital Ltd. and its Officers u/s 200 of the Code of Criminal Procedure inthe Metropolitan Magistrate Court Kolkata which has been stayed by the Hon'ble CalcuttaHigh Court vide its Order dated 12.09.2012 on an application filed by us u/s 482 of theCode of Criminal Procedure. The matter is still pending in the Metropolitan MagistrateCourt Kolkata due to stay granted against it. Further it is pending in the Hon'ble HighCourt at Calcutta.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company's Internal Financial Control System are commensurate with the size scaleand complexity of its operations. The controls were tested during the year and noreportable material weaknesses either in their design or operations were observed.Detailed procedural manuals are in place to ensure that all the assets are safeguardedprotected against loss proper prevention & detection of frauds & error theaccuracy and completeness of the accounting records and all transactions are authorizedrecorded and reported correctly.

The scope and authority of the Internal Audit (IA) function is defined in the internalfinancial control policy. These are monitored and routinely monitor and evaluated by theStatutory as well as Internal Auditors. The Internal Auditor monitors and evaluates theefficiency and adequacy of Internal Financial control system in the Company itscompliance with operating systems accounting procedures and policies. To maintain itsobjectivity and independence the Internal Auditor reports directly to the Chairman of theAudit Committee of the Board all the significant audit observations and follow up actionsthereon. Both Statutory and internal auditor have quarterly sessions with the Auditcommittee. The Internal audit reports are placed before the Audit committee on quarterlybasis and all findings and observation if any are recorded thereon. The said observationand comments if any of the Audit Committee are placed before the board. The InternalAuditor is a permanent invitee to the Audit Committee Meetings. The Audit Committeeadvises on various risk mitigation exercises on a regular basis.

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013

Your Company is a non-deposit taking NBFC. In terms of Section 186 of the CompaniesAct 2013 and Rules framed thereunder details of the Loans made by the Company have beendisclosed in notes to Financial Statements for the year ended 31st March 2019 whichforms part of this Annual Report. Your Company has neither made any investments nor givenany guarantee or provided any security during the year under review.

22. DEPOSITS:

The Company has not accepted any deposits falling under the ambit of Section 73(2) ofthe Companies Act 2013 (hereinafter referred to as "The Act") and the Rulesframed thereunder during the year under review.

Your company is being registered with RBI as non deposit NBFC and a resolution to theeffect of non acceptance of deposit has been duly intimated to RBI.

23. CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

All transactions with Related Parties are placed before the Audit Committee as also theBoard for approval. Prior omnibus approval of the Audit Committee and the Board isobtained for the transactions which are foreseeable and of a repetitive nature. Thetransactions entered into pursuant to the approvals so granted are subjected to audit anda statement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors on a quarterly basis. All transactions entered intowith related parties during the year were on arm's length basis and were in the ordinarycourse of business.

There are no materially significant transactions entered into by your Company duringthe year under review with Promoters Directors or Key Managerial Personnel (KMPs) whichhave potential conflict with the interest of your Company at large.

Your Company has not entered into any material related party transactions with any ofits related parties during the FY 2018-2019 pursuant to section 188 (1) of Companies Act2013 read with rules thereon. Further all material related party transactions enteredpursuant to the definition of " material" as per regulation 23 of SEBI (LODR)2015 and amendments thereof has been placed for approvals before the shareholders. Sinceall related party transactions entered into by your Company were in the ordinary course ofbusiness and were on an arm's length basis compliance related to preparation of FormAOC-2 is not applicable to your Company.

During the year under review the non-executive Independent directors of the Companyhad no pecuniary relationship or transactions with the Company other than sitting fees asapplicable.

Further pursuant to recent amendments to SEBI (LODR) 2015 during the financial yearunder review none of the person or entity belonging to the promoter/ promoter group ofthe Company holds individually 10% or more shareholding in the listed entity.

The details of the transactions with related parties during FY 2018-19 are provided inthe accompanying notes to the financial statements.

The Policy on Related Party Transactions as approved by Board of Directors has beenposted on the Company's website at https://www.ashikagroup.com/PDF/Policy%20on%20Related%20party%20 Transactions.pdf. Further pursuantto Companies (Amendment) Act 2017 and SEBI (LODR) (Amendment) (Regulations) 2018 theCompany has revised its' existing Related party transaction policy at its' Board meetingdated 14.02.2019. The revised policy has been uploaded on the website of the Company andcan be accessed at https://www.ashikagroup.com/PDF/Related-Party-Transaction- Policy.pdf

24. CORPORATE GOVERNANCE REPORT:

Your Company practices sound corporate governance and takes necessary actions forenhancing and meeting stakeholders' expectations while continuing to comply with themandatory provisions of Corporate Governance. Pursuant to Regulation 34 of SEBI (LODR)Regulations 2015 the Annual Report contains a separate section on the Company'scorporate governance practices and Management Discussion and Analysis Report (MDA)alongwith the Certificate from the Secretarial Auditors' of the Company confirmingcompliance with the conditions of Corporate Governance as stipulated under Schedule V ofRegulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

The Company has in place a Group Policy under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder toprohibit prevent or deter any acts of sexual harassment at workplace and to provide theprocedure for the redressal of complaints pertaining to sexual harassment therebyproviding a safe and healthy work environment. Your Company is committed to provide a safeand secure environment to its women employees across its functions and other womenstakeholders as they are considered as integral and important part of the Organization.The Company believes that it is the responsibility of the organization to provide anenvironment to its employee which is free of discrimination intimidation and abuse andalso to protect the integrity and dignity of its employees and to avoid conflicts anddisruptions in the work environment. The sexual harassment policy is uploaded on thewebsite of the Company at https://www.ashikagroup.com/PDF/Group-Policy-on-Sexual-Harassment.pdf

An Internal Complaints Committee (ICC) with requisite number of representatives hasbeen set up to redress complaints relating to sexual harassment if any received fromwomen employees and other. All employees (permanent contractual temporary trainees) arecovered under this policy. Awareness programmes are conducted at unit levels to sensitizethe employees to uphold the dignity of their female colleagues at workplace.

No complaints pertaining to sexual harassment of women employees from any of theCompany's locations were received during the year ended 31.03.2019.

26. DISCLOSURES UNDER SECRETARIAL STANDARD

During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

27. DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO SECTION 148(1) OFTHE COMPANIES ACT 2013

The Company is not required to maintain cost records as specified u/s 148(1) of theCompanies Act 2013 read with the applicable rules thereon for the FY 2018-2019. Hence theclause is not applicable to the Company.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGOES:

Since the Company does not own any manufacturing facility the requirements pertainingto disclosure of particulars relating to conservation of energy technology absorption andforeign exchanges earning and outgo as prescribed under Section 134(3) (m) of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 are not applicable.

29. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse board in its growth anddevelopment. The Company believes that a combination of Board having different skill setindustry experience varied background and gender diversity will bring a variety ofexperience and viewpoints which will add to the strength of the Company. The Board hasadopted the Board Diversity Policy which sets out the approach to diversity of the Boardof Directors.

30. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to theinformation and explanation obtained by them make the following statement in terms ofclause (c) of sub-section (3) of section 134 of Companies Act 2013 that —

a) In the preparation of the annual accounts for the financial year ended on 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures.

b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and of the profitand loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

31. ACKNOWLEDGEMENTS:

The Directors are thankful and acknowledge the unstinting support extended byexchanges its bankers business partner and other stakeholders and place on record theirsincere appreciation of its employees of the Company for their commitment and hard work inthe growth of the Company.

For and on behalf of the Board of Directors
(PAWAN JAIN) (DAULAT JAIN)
Place: Kolkata Chairman Managing Director
Date: 22.04.2019 DIN: 00038076 DIN: 00040088


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