| Dear Members,
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
Profit/ (Loss) before Depreciation, Tax &
Contingent provisions against Standard Assets 2,88,222 (3,31,180)
Less : Depreciation 1,09,876 16,475
Contingent provisions against Standard Assets 6,250 -
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
The working of your company for the year under review resulted in
profit of Rs.7,51,476/- as against profit of Rs.77,165/- in the
previous year. During the year under review, the Company has not
changed the nature of its Business.
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
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