1. FINANCIAL HIGHLIGHTS
2. INDUSTRY OUTLOOK
After several challenging years, exacerbated by the Covid-19 pandemic,
fiscal 2023 has finally brought growth back into focus for NBFCs. In fact, NBFCs have
showed resilience and adapted efficiently, even during the Covid-19 pandemic, to an
evolving credit landscape. NBFCs are expected to play a larger role in supporting the
socio economic construct of the Indian economy in 2023. NBFCs have certainly emerged
stronger and better positioned in majority of critical operational parameters.
Provisioning levels have also improved in the past couple of years, as NBFCs created
management overlays to provide for uncertainty pertaining to the pandemic. Overall, the
sector has much stronger balance sheets today. Crisil estimated Assets under Management
(AUM) of NBFCs to have increased 12-13% in Financial Year 2022-2023 vis-a-vis single-digit
growth over the past three fiscals (2020-2022). More importantly, the rating agency is
confident of growth continuing into Financial Year 2023-2024 too driven by improving
economic activity, strengthened balance sheet buffers, and better asset quality metrics
The opportunity for credit penetration still remains very high in
India. The NBFCs can set a new benchmark by tying up with fintechs and introducing new
business models with personalised offerings. The world seems to be recovering from the
aftermath of the challenges posed in the last few years. Overall, despite the challenges,
India has emerged as a bright spot in terms of economic growth amidst an outlook of global
slowdown. The uptick in demand during the festive season is one of the reasons which make
us optimistic. It is heartening to see that RBI and policymakers recognise the
contribution of NBFCs in supporting real economic activity and meeting the credit demand,
especially reaching the unbanked. The recent RBI Scale based norms is another welcome step
for the industry that will elevate the status of NBFCs in line with several other public
sector NBFCs. Under these revised norms, we expect to attain more operational flexibility
to meet the increasing credit demand and aid Indias economic growth. The trajectory
in overall systemic credit growth has been encouraging so far, in spite of a spree of
interest rate hikes.
According to CARE Ratings, revised asset classification norms, which
came into effect from 1st October, 2022, mandates that all NBFCs are required to collect
the entire arrears to upgrade an NPA. Asset classification would start exactly from the
overdue date, unlike the erstwhile practice of starting 90 days from the end of the month
in which the account becomes overdue. These regulatory refinements may impact asset
quality in the near term.
Banks outstanding credit to Non-Banking Financial Companies
(NBFCs) has remained robust and spiked by 30.2% Y-o-Y in March 2023 to reach Rs 13.3 Lakhs
crore, as per report released by Care Edge . The growth has remained robust due to high
growth in the NBFC asset book and as as additional borrowings moved to banks due to
differentials between market yields and interest rates offered by banks and lower
borrowings in the overseas market. Compared to February 2018 numbers, absolute bank
lending to NBFCs has more than tripled, while MF exposure has broadly reduced by over a
third over the last five years. It also said if March 2023 data is compared with February
2020 numbers, bank borrowings by NBFCs have increased by 58.5%. Bank credit to NBFCs
continues its upward trajectory into Financial Year 2022-2023. Further, intensifying
competition from banks, especially in the traditional retail segments of home loans and
vehicle finance is another factor to weigh in. However, credit rating agencies like Crisil
believes that NBFCs are realigning their portfolio strategies to combat these challenges
by shifting their focus towards non-traditional asset classesunsecured loans; micro,
small and medium enterprise (MSME) finance; and used vehicle financewhich are
expected to post higher growth. Consequently, these segments are garnering higher share in
incremental disbursements. While the traditional segments will also grow, the rate is
unlikely to surpass the pre-pandemic levels. Besides, co-lending and partnerships between
large and mid-sized NBFCs is likely to gain traction. Crisil believes that with these
shifts, NBFCs will be able to pass on the increase in cost of borrowing to consumers and
thus limit the gross spread compression. Besides, improvement in asset quality will
provide some cushion.
3. COMPANYS FINANCIAL PERFORMANCE
The Financial Year 2022-2023 was a good year for the Company. It
generated revenue balancing both the Portfolios i.e. Loan and Investments. Your
Companys profits increased to a considerable extent and stood at ` 794.37 Lacs for
the Financial Year ended 31st March, 2023 showing growth of 45.95% as compared to its
previous year. Total income also recorded a significant increase of 66.59% as compared to
previous year, mainly on account of gain from Trading & Investment in Securities
Market. Your company had a bad debt recovery of ` 145 Lacs during the year under review.
The increase in expenditure of the company is because of Fees paid to Exchanges towards
Listing of company on Main Board of BSE and incurring of other charges like brokerage, STT
& incidental cost etc for trading in securities market. The Earnings per Share (EPS)
of the Company for the Financial Year 2022-2023 stood at ` 4.95.
Your company had achieved a milestone and got its securities Listed on
Main Board of BSE Platform under Direct Listing route. The Listing & Trading of the
equity shares of the Company commenced w.e.f. 14th February, 2023 in the list
of "X" Group. The new Scrip Code is 543766 and Scrip ID: ASHIKA.
4. CHANGE IN NATURE OF BUSINESS
There has been no change in nature of business of the Company during
the Financial Year 2022-2023. Your company is engaged in one segment i.e. financial
services - providing Secured & UnSecured Loan, Trading & Investment in securities
.
5. DIVIDEND
The Company has earned profit during the year under review and the said
profit shall be ploughed back in the company and so, Board of Directors decided not to
recommend any dividend for the Financial Year ended 31st March, 2023.
6. CHANGES IN SHARE CAPITAL
The Authorized Share Capital of your Company as on 31st
March, 2023 stands at ` 20,25,00,000/- divided into 2,02,50,000 equity shares of ` 10/-
each. The Issued & subscribed Share Capital of your Company is ` 11,88,61,740/-
divided into 1,18,86,174 equity shares of Rs. 10/- each and the Paid-up Share Capital is `
11,88,00,000/- divided into 1,18,80,000 equity shares of ` 10/- each, fully paid-up.
During the year under review, the Company has not issued any shares. Further, the Company
has not issued shares with differential voting rights. The Company has neither issued
employee stock options or sweat equity shares and does not have any scheme to fund its
employees to purchase the shares of the Company.
7. TRANSFER TO RESERVE
Your company proposes to transfer ` 117.70 Lacs to Statutory Reserves
u/s 45 IC of RBI Act, 1934 for the Financial Year ended 31st March, 2023.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL DIRECTORS
The composition of the Board of Directors of the Company is in
accordance with the provisions of Section 149 of the Companies Act, 2013 ("the
Act") and Regulation 17 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, ("Listing
Regulations") with an optimum combination of Executive, Non-Executive and Independent
Directors including women director. The Board of the Company has 6 (Six) Directors. The
details of the Directors of the Company have been provided in the Report on Corporate
Governance forming part of this Annual Report.
During the year under review, upon recommendation of Nomination &
Remuneration Committee and approval of Board, the re-appointment of Mr. Pawan Jain (DIN:
00038076), Executive Chairman and Mr. Daulat Jain (DIN: 00040088), Managing Director, who
have the required integrity, expertise and experience and based on the performance
evaluation, was duly approved by the Shareholders of the Company in the 29th
AGM held in the year 2022 for a further period of consecutive 3 (three) years, effective
from 1st November, 2022. They are liable to retire by rotation. Further, on recommendation
of Nomination & Remuneration Committee, Ms. Sonu Jain (DIN: 07267279) was re-appointed
by the Shareholders of the Company at the 28th AGM held in 2021, as
Non-Executive Independent Director of the Company for a further period of consecutive 3
(three) years, effective from 1st April, 2022. She is not liable to retire by rotation.
There were no other changes in the composition of Board of Directors during the year under
review.
RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION IN TERMS OF THE
PROVISIONS OF THE COMPANIES ACT, 2013
Section 152 of the Act provides that unless the Articles of Association
provide for the retirement of all directors at every AGM, not less than two-third of the
total number of directors of a public company (excluding the Independent Directors) shall
be persons whose period of office is liable to determination by retirement of directors by
rotation.
Accordingly, Mr. Amit Jain, Non Executive Director (DIN: 00040222) is
liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and
being eligible, has offered himself for re-appointment. Pursuant to Regulation 36 of the
Listing Regulations read with Secretarial Standards- 2 ("SS-2") issued by the
Institute of Company Secretaries of India ("ICSI"), a brief resume / details
relating to the director liable to retire by rotation is furnished in the Notice of the
ensuing AGM of the Company.
INDEPENDENT DIRECTORS
The Company has received declarations pursuant to Section 149(7) of the
Act from all the Independent Directors (IDs) of the Company confirming that they meet the
criteria of independence as prescribed both under Section 149(6) as well as Schedule IV of
the Act, read with rules framed thereunder, and in terms of Regulation 16(1)(b) of Listing
Regulations. Your company has also received declaration from Independent Directors that
they have affirmed compliance with Companys Code of Conduct applicable to all the
Board Members and Senior Management Personnel of the Company for the Financial Year ended
31st March 2023. In terms of Regulation 25(8) of the Listing Regulations, they
have confirmed that they are not aware of any circumstances or situation which exists or
may be reasonably anticipated that could impair or impact their ability to discharge their
duties. Based upon the declarations received from the Independent Directors, the Board of
Directors has confirmed that they meet the criteria of independence as mentioned under
Regulation 16(1)(b) of the Listing Regulations and that they are independent of the
management. In terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs
("IICA") and have successfully completed the online proficiency self-assessment
test conducted by IICA within the prescribed time period, unless they meet the criteria
specified for exemption. As stipulated in the Code of Conduct for Independent Directors
under the Act and the Listing Regulations, a separate Meeting of the Independent Directors
of the Company was held on 25th January, 2023 to review the performance of Non-
Independent Directors, including Executive Directors/ Managing Director, Chairperson and
the Board, as a whole. The Independent Directors also assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Boards which is
necessary to effectively and reasonably perform and discharge their duties.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience, integrity and expertise in the
fields of finance, taxation, advisory, corporate law, and so on.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, as applicable, received by them.
FAMILIARIZATION PROGRAMME
The Company has formulated a policy on Familiarisation Programme
for Independent Directors. Accordingly, upon appointment of an Independent Director,
the appointee is given a formal Letter of Appointment, which inter alia, explains the
role, functions, duties and responsibilities expected as a Director of the Company.
Further, the Company also familiarizes the Independent Directors with the Company, their
roles, responsibilities in the Company, nature of industry in which the Company operates,
business model of the Company, various businesses in the group etc. The Director is also
explained in detail the compliance required from him under the Act and the Listing
Regulations. Further, on an ongoing basis, presentations are regularly made to the
Independent Directors on various matters inter-alia, covering the business strategies,
management structure, quarterly and annual results, budgets, review of Internal Audit,
risk management framework and so on.
The Policy on "Familiarisation Programme for Indepen dent
Directors" along with the details of the familiarization Programmes are available on
the website of the Company and can be accessed at
https://ashikagroup.com/pdf/familiarization_
programme/familiarisation-programme-2022-2023.pdf
KEY MANGERIAL PERSONNEL
In terms of the provisions of Section 203 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
amendments thereof, the following are the Whole-Time Key Managerial Personnel (KMPs) in
accordance with the provisions of Section 2(51) read with Section 203 of the Companies
Act, 2013 -
Mr. Pawan Jain - Executive Chairman
Mr. Daulat Jain - Managing Director and Chief Executive Officer
(CEO)
Mr. Gaurav Jain - Chief Financial Officer (CFO)
Ms. Anju Mundhra - Company Secretary and Compliance Officer
9. MEETINGS OF THE BOARD
Your Companys Board is duly constituted and is in compliance with
the requirements of the Act, the Listing Regulations and provisions of the Articles of
Association of your Company. Your Board has been constituted with requisite diversity,
wisdom, expertise and experience commensurate to the scale of operations of your Company.
The Board met Five times during the year under review. The intervening
gap between the two meetings did not exceed, at any time, the prescribed period of 120
days. The Committees of the Board usually meet the day before or on the day of the Board
meeting, or whenever the need arises for transacting business. In case of business
exigencies or urgency of matters, resolutions are passed by circulation.
Board meetings during Financial Year 2022-2023 were held on 17th
May, 2022, 26th May, 2022, 6th August, 2022, 11th
November, 2022 and 13th February, 2023. Details of Board composition and Board
Meetings held during the Financial Year 2022-2023 have been provided in the Corporate
Governance Report which forms part of this Annual Report.
10. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the
Companies Act, 2013, the Annual Return for the Financial Year ended 31st March,
2023, is available on the website of the Company at the link:
https://ashikagroup.com/pdf/annual_return/annual-return-2022-2023.pdf
11. BOARD COMMITTEES
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. Pursuant to various requirements
under the Act and the Listing Regulations, the Board of Directors has constituted
mandatory Board-level committees comprising of Executive and Non-Executive Directors in
compliance with the requirements of the business and relevant provisions of applicable
laws and statutes, such as, Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The
details of composition, terms of reference, etc., pertaining to these committees are
mentioned in the Corporate Governance Report which forms part of this Annual Report.
The Company in its Board meeting held on 26th May, 2022 had
Constituted the Risk Management Committee of the Company w.e.f 1st October 2022
in terms of RBI Circular- Circular RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22
dated 22nd October, 2021. Since the Risk Management committee is not
constituted as per Regulation 21 of the Listing Regulations, the composition of the same
is not included in Corporate Governance Report. In addition of the above, the Board has
composed other committees as per RBI Regulations and other internal committees for the
ease of carrying on business.
NOMINATION & REMUNERATION POLICY
Section 178 of the Act and Regulation 19 read with Part D of Schedule
II of the Listing Regulations, as amended from time to time, requires the Nomination and
Remuneration Committee ("NRC") to formulate a Policy relating to the
Remuneration for the Directors, Key Managerial Personnel ("KMP"), Senior
Management Personnel ("SMP") and other employees of the Company and recommend
the same for approval of the Board.
Accordingly, in compliance to the aforesaid provisions, the Nomination
and Remuneration Policy of the Company is available on the website of the Company and can
be accessed at
https://ashikagroup.com/pdf/policies/2022-06-Nomination-and-Remuneration-Policy.pdf.
Further, in terms of the recent amendments in Listing Regulations, the existing Nomination
& Remuneration Policy of the Company has been amended. The revised Nomination &
Remuneration Policy shall be effective from 1st June, 2023 and is uploaded at
the link https://ashikagroup.com/
pdf/policies/Nomination&Remuneration-Policy-01.06.2023.pdf The Policy enumerates the
powers, roles and responsibilities of the Nomination and Remuneration Committee. It
broadly lays down the guiding principles, philosophy and the basis for payment of
remuneration to the Executive and Non-Executive Directors (by way of sitting fees &
others), KMP and SMP. Your Board on the recommendations of the Nomination and Remuneration
Committee appoints Director(s) of your Company based on his / her eligibility, experience
and qualifications and such appointment is approved by the Members of the Company at
General Meetings. As part of the policy, the Company strives to ensure that:
The level and composition of remuneration is reasonable and
sufficient to attract, retain, and motivate Directors of the quality required to run the
Company successfully;
Relationship between remuneration and performance is clear and
meets appropriate performance benchmarks; and
Remuneration to Directors, KMPs, and Senior Management involves
a balance between fixed and incentive pay, reflecting short, medium, and long-term
performance objectives appropriate to the working of the Company and its goals. It is
affirmed that the remuneration paid to Directors, Key Managerial Personnel and other
Senior Employees is as per Nomination & Remuneration Policy of the Company.
12. FORMAL ANNUAL EVALUATION
The Annual Performance Evaluation of the Board, Individual Directors
(including Managing Director/ Executive Director, Chairperson and Independent Director of
the Company), Committees of the Board, Self Evaluation of Individual directors, excluding
the director being evaluated and Peer-to-peer Evaluation has been conducted pursuant to
the applicable provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Guidance Note issued by SEBI pertaining to Board
evaluation process and also Guidance Note on Board Evaluation process issued by Institute
of Company Secretaries of India (ICSI) dated August, 2020. Your company has carried out
its Evaluation process for the Year 2022-2023 and it was duly taken on record by
Nomination & Remuneration Committee, Independent Directors and Board in their
respective meetings. The evaluation parameters and the process have been explained in
detail in the Corporate Governance report.
13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure in terms of Section 197(12) of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
forming part of this report and has been appended as Annexure I to the Boards
Report.
Pursuant to Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, no employee other than Executive Chairman has been paid
remuneration of more than ` 1.02 Crores per annum. Also, there are employees drawing
remuneration more than Managing Director but no employee except the Executive Chairman and
Managing Director hold more than 2% of equity shares of the company, as Karta of HUF and
as an individual, respectively. The statement pursuant to Rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure
I to the Boards Report. In terms of first proviso to Section 136 of the Act, the
Report and Financial Statements are being sent to the Members and others entitled thereto,
excluding the information on employees particulars as required pursuant to
provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. In accordance with the provisions of Section 197 of the
Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the annexure pertaining to the information on employee
will be available for inspection at registered office of the company in physical mode.
Shareholders can inspect the same up to the date of AGM, by sending requisition to the
Company at secretarial@ashikagroup. com. Any shareholder interested in obtaining a copy of
the said Annexure may write to the Company Secretary & Compliance Officer in this
regard.
14. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
Your Company has neither a Subsidiary Company nor a Joint Venture
Company or an Associate Company during the year under review. Hence, disclosure regarding
the same is not applicable to the Company under the Companies Act, 2013.
15. AUDITORS STATUTORY AUDITORS
M/s DMKH & Co, Chartered Accountants, having Firm Registration
Number 116886W, have been appointed as the Statutory Auditors of the Company to hold
office for a continuous term of 3 years from conclusion of the 28th Annual
General Meeting held in the year 2021 till the conclusion of 31st Annual
General Meeting to be held in the year 2024 as per Section 139 of the Act and the Rules
made thereunder.
Further, the Statutory Auditors have provided a confirmation letter
stating that they are not disqualified to act as the Statutory Auditors of the Company for
Financial Year 2023-2024. Further, they have confirmed that they hold a valid certificate
issued by the Peer Review Board of ICAI.
The Statutory Auditor has issued Audit Reports with unmodified opinion
on the Standalone Financial Statements of the Company for the Financial Year ended 31st
March, 2023. The Notes on the Financial Statements referred to in the Audit Report are
self-explanatory and therefore, do not call for any further explanation or comments from
the Board under Section 134(3)(f ) of the Companies Act, 2013.
During the year under review, the Statutory Auditors have not reported
any instances of fraud committed against the Company by its officers or employees under
Section 143(12) of the Act to the Audit Committee of the Board.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors of the Company has appointed M/s. M R & Associates,
Practicing Company Secretaries to conduct the Secretarial Audit for the Financial Year
2022-2023. The Secretarial Audit Report confirms that the Company has complied with the
provisions of the Act, Rules, Listing Regulations and Guidelines and that there were no
deviations or non-compliances. The Secretarial Audit Report for the Financial Year ended
31st March, 2023 is annexed herewith and marked as Annexure-II. The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
Furthermore, the Secretarial Auditors, M/s. M R & Associates,
Practicing Company Secretaries, have also certified the compliance as per Regulation 24A
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and same has
been intimated to the stock exchanges within the stipulated time and there stood no
qualification reported by the Secretarial Auditor in the said report.
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Act read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the
Listing Regulations, as amended from time to time, the Company has framed Vigil Mechanism/
Whistle Blower Policy ("Policy") to enable directors and employees to report
genuine concerns or grievances, significant deviations from key management policies and
reports of any non-compliance and wrong practices, e.g., unethical behavior, fraud,
violation of law, inappropriate behavior /conduct etc. The Audit committee oversees the
functioning of this policy. The objective of this mechanism is to maintain a redressal
system which can process all complaints concerning questionable accounting practices,
internal controls, or fraudulent reporting of financial information. No person is denied
access to the Chairman of the Audit Committee.
The said policy is available on the website of the Company
www.ashikagroup.com and can be accessed at the link https://
ashikagroup.com/pdf/policies/ACCL-2022-03-Vigil-Mechanism-Policy.pdf Further, no
complaints were reported under the Vigil Mechanism during the year under review.
17. RISK MANAGEMENT FRAMEWORK
Non-banking financial companies (NBFCs) are an essential component of
Indias financial system. The history of Indias NBFC industry is one of
under-regulation followed by over-regulation. NBFCs are involved in high-risk lending, and
they often lend to small and medium-sized businesses, which are classified as high-risk
assets. Your Company has a Risk Management Policy consistent with the provisions of
Section 134(3)(n) of Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations,
2015. The Companys governance structure has well defined roles and responsibilities,
which enable and empower the Management to identify, assess and leverage business
opportunities and manage risks effectively. The Internal Audit Department facilitates the
execution of Risk Management Practices in the Company, in the areas of risk
identification, assessment, monitoring, mitigation and reporting. The Company has laid
down procedures to inform the Audit Committee as well as the Board of Directors about risk
assessment and related procedures & status. The Company recognises that all emerging
and identified risks need to be managed and mitigated to protect its shareholders
and other stakeholders interests, achieve its business objectives and enable
sustainable growth. The Audit Committee has additional oversight in the area of financial
risks and controls. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. All risk
factors has been duly considered like Credit cost, Interest, Business, Market, Strategic,
Operational, Credit, Human Resource, Regulation & Compliance, Liquidity risk .
Compliance Risk is one of the major risks faced by NBFC, so Compliance officer is
entrusted to ensure strict observance of all statutory and regulatory requirements.
Compliance risk goes beyond mere fines and penalties that may arise as a result of
compliance irregularities and the Compliance Function needs to consider the entire gamut
of adverse events that a company may be exposed to as a result of compliance failures.
These may include events with extreme impact such as suspension of business operations or
loss of reputation as a result of enforcement action against senior management.
In terms of Scale Based Regulation Regulatory Framework for NBFCs
introduced by RBI dated 22nd October, 2021, your company is falling under Base
Layer and accordingly had constituted a Risk Management Committee (RMC) w.e.f. 1st
October, 2022. The Committee is responsible for evaluating the overall risks faced by the
NBFC including liquidity risk and will report to board and assist the Board in fulfilling
its corporate governance oversight responsibilities with regard to the identification,
evaluation and mitigation of operational, strategic and external environment risks. The
Committee has overall responsibility for monitoring and approving the risk framework and
associated practices of the Company.
FurtherinlinewiththeRBIguidelinesforAssetLiabilityManagement (ALM)
system for NBFCs, the Company also has an Asset Liability Committee, which meets as and
when required to review its ALM risks and opportunities. Your company has developed
policies and processes to incorporate a consistent approach to risk management by
developing culture at operational and strategic levels. In all cases, appropriate measures
are put in place to address unfavorable impact from risk and favorable benefit from
opportunities. Company strives to identify measures and manage all risks in prudent
manner, through its policies and processes. The detailed section on key business
risks and their mitigation strategies forms part of Management Discussion and
Analysis Section in the Report on Corporate Governance, which forms part of Annual
Report.
18. CORPORATE SOCIAL RESPONSIBILITY
The Company recognizes the responsibilities towards society and
strongly intends to contribute towards development of a knowledge based economy. Your
Company operates on the belief that an organization should exist to serve a social purpose
and enhance the lives of people connected through its business. Your Company has a CSR
Policy in place which aims to ensure that your Company continues to operate its business
in an economically, socially and environmentally sustainable manner, while recognizing the
interests of all its stakeholders.
During the year under review, your Company spent an amount of ` 3.00
Lacs as against its 2% obligation (i.e. 2% of Average Net Profits of the Company for the
preceding three financial years) of ` 2.93 Lacs for the said Financial Year. The Annual
Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (the
Act) and the Rules framed there-under, is annexed to this report (Annexure III).
19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION
There have been no material changes and commitments affecting the
financial position of the company, which have occurred since 31st March 2023,
being the end of the Financial Year of the Company to which financial statements relate
and the date of this report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE
During the year under review, there have been no significant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and the Companys future operations.
21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. The Internal Financial Control
procedure adopted by the Company are adequate for safeguarding its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. During the year
under review, the Internal Financial Controls were operating effectively and no material
or serious observation has been received from the Auditors of the Company for inefficiency
or inadequacy of such controls. The details in respect of internal financial control and
their adequacy are included in the Management Discussion and Analysis, which forms a part
of this report.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF COMPANIES ACT 2013
Your Company is a non-deposit taking NBFC. The details of Loans and
Investments covered under the provisions of Section 186 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014 are disclosed in the Notes to the
Standalone Financial Statements. Your Company has not given any Guarantee or provided any
Security during the year under review. The said Loans and Investments are reviewed by
Audit Committee on quarterly basis.
23. DEPOSITS
Your company is a non- deposit taking NBFC registered with RBI, thus,
the said clause is not applicable to the Company as per the provisions of Companies Act,
2013 and rules framed thereunder. Further, company has not taken any deposit pursuant to
the provisions of Non-Banking Financial Companies (Acceptance of Public Deposits) (Reserve
Bank) Directions, 2016.
24. PARTICULARS OF CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED
PARTIES
All contracts or arrangements entered into by your Company with its
related parties during the Financial Year 2022-2023 were in accordance with the provisions
of the Companies Act, 2013 and the Listing Regulations. All such contracts or
arrangements, which were prior approved by the Audit Committee, were in the ordinary
course of business and on arms length basis. Further, there are no transactions to
be reported under Section 188 (1) of the Act. Accordingly, the disclosure of Related Party
Transactions as required in terms of Section 134(3)(h) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 in Form AOC -2 is not applicable for this year. During
the Financial Year 2022-2023, the Company entered into material Related Party transactions
for which necessary approval has been solicited from Shareholders of the Company.
Details of transactions, contracts and arrangements entered into with
related parties by the Company, during Financial Year 2022-2023, is given under Notes to
Accounts annexed to Financial Statements, which forms part of this Annual Report. A
statement giving details of all Related Party Transactions is placed before Audit
Committee and the Board on a quarterly basis. The Policy on materiality of Related Party
Transactions and on dealing with Related Party Transactions is uploaded on the website of
the Company at
https://ashikagroup.com/pdf/policies/ACCL-2022-03-Related-Party-Transaction-Policy-wef-01.04.2022.pdf
25. CORPORATE GOVERNANCE REPORT
Your Company complies with the provisions laid down in Corporate
Governance laws. It believes in and practices good corporate governance. The Company
maintains transparency and also enhances corporate accountability.. In compliance with the
provisions of Regulation 34 of the Listing Regulations read with Schedule V to the said
Regulations, the Annual Report of the Company for the Financial Year 2022-2023 contains
the following: (i) Declaration regarding compliance to Code of Conduct by the Board
Members and Senior Management Personnel; (ii) A certificate from a Practicing Company
Secretary that none of the directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as directors of companies by the
Board/Ministry of Corporate Affairs or any such statutory authority; (iii) Report on the
Corporate Governance and (iv) Practicing Company Secretaries Certificate regarding
compliance of conditions of Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations, the Management
Discussion and Analysis Report for the year under review, is presented in a separate
section, forming part of the Annual Report.
26. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
The Company has in place a Policy for Prevention, Prohibition and
Redressal of Sexual Harassment at Workplace. Appropriate reporting mechanisms are in place
for ensuring protection against Sexual Harassment and the right to work with dignity.
Further, the Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding
sexual harassment.
During the year under review, no complaints in relation to sexual
harassment at workplace have been reported.
The group sexual harassment policy is uploaded on the website of the
company at www.ashikagroup.com at the given link at
https://ashikagroup.com/assets/parent/pdf/group_policies/ sexualharassment.pdf
27. COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI
The Board of Directors affirms that the Company has duly complied with
the applicable Secretarial Standards (SS) relating to Meetings of the Board (SS-1) and
General Meetings (SS-2) issued by the Institute of Company Secretaries of India which have
mandatory application during the year under review.
28. DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO
SECTION 148(1) OF THE COMPANIES ACT, 2013
The Company is not required to maintain cost records as specified u/s
148(1) of the Companies Act, 2013 read with the applicable rules thereon for the Financial
Year 2022-2023. Hence the said clause is not applicable to the Company with respect to
its nature of business.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOES
Your Company has no activity relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated in Rule 8(3)
of Companies (Accounts) Rules, 2014. Hence, the requirements pertaining to disclosure of
particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo, as prescribed under Section 134(3)(m) of the Act read with Rule 8(3)
of the Companies (Accounts) Rules, 2014, are not applicable to the Company.
30. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
An application was made by the Company under Insolvency and Bankruptcy
Code, 2016 with NCLT, Delhi Bench against Mica Industries Limited for recovery of an
amount totaling to Rs.2.49 Crores (including Principal Sum Rs. 1.85 Crores & Penal
charges Rs. 41.83 lacs). The matter has been settled with MICA and the settled amount has
been received and the final order disposing the application by NCLT, Delhi Bench was made
on 13th April, 2023. There was no proceeding pending against the Company under IBC, 2016.
31. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the financial year under review, the company has not taken from
any Bank and further there stood no instance of onetime settlement with any Financial
Institution.
32. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors to the best of their knowledge and belief and according
to the information and explanation obtained by them make the following statement in terms
of clause (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 March,
2023 the applicable accounting standards had been followed along with proper explanation
relating to material departures.
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 the company as at 31st
March, 2023 and of the profit and loss of the company for that period; c) The directors
had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities; 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 the company and that such internal financial
controls are adequate and were operating effectively. f ) The directors had devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
33. ACKNOWLEDGEMENTS
The Directors express their deep sense of gratitude to the Government
of India, Government of various states and concerned Government Departments, acknowledges
the excellent support and co-operation received from exchanges, its shareholders, clients,
bankers, business partners, associations and other stakeholders and place on record their
sincere appreciation to its employees for their continued co-operation in realisation of
the corporate goals in the years ahead.
For and on behalf of the Board of Directors