As on: Apr 23, 2024 06:56 PM
TO THE MEMBERS
The Directors have pleasure in presenting the 29th Annual Report and the Audited Statements of Accounts of your Company for the year ended 31st March 2022.
FINANCIAL RESULTS
The financial results of the Company for the year ended on 31st March, 2022 are as under:-
(In Rupees)
COMPANY'S PERFORMANCE
During the year under review, our revenue has decreased to Rs. 16,27,437 as against the revenue of Rs. 21,33,541 in the previous year. The company has incurred a Loss after tax of Rs. 6,945/- as against the profit of Rs. 1,75,694 /- in the previous year.
CHANGE IN THE NATURE OF THE BUSINESS
During the year under review, there is no change in the nature of the business of the company.
DIVIDEND
The Board of Directors has not recommended any dividend for the financial year 2021-22.
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, 2022. The Company has not bought back any equity shares during the year 2021-22.
As on 31st March, 2022, none of the Directors of the Company hold shares of the Company except Mrs. Amita Adlakha, Managing Director of the Company, who is holding 700,000 (12.73%) equity shares and Mr. Rajindar Kumar Khanna who is holding 2,200 (0.04%) equity shares.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Amita Adlakha, Managing Director (DIN: 00050772) of the Company is liable to retire by rotation and being eligible, offers herself for re-appointment. The Board recommends the re-appointment of Mrs. Amita Adlakha as Director in the ensuing Annual General Meeting of the Company. Brief profile of Mrs. Amita Adlakha and her Qualification, Experiences along with the name of listed entities in which she holds the Directorship/Membership of the Committees of the Board, as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting are given as Annexure to the Notice convening the Annual General Meeting.
Re-appointment of Mr. Harish Kumar Dhingra as an Independent Director
Mr. Harish Kumar Dhingra, Independent Director of the Company, being eligible is proposed to be reappointed as an Independent Directors of the Company for his second term of five years as per the provisions of the Companies Act, 2013. Mr. Harish Kumar Dhingra has given declaration confirming that he meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Company has also received the confirmation from Mr. Harish Kumar Dhingra that he has enrolled/registered himself in the databank of persons offering to become Independent Directors. The Board is of the opinion that all the Independent Directors of the Company are person's of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company.
Changes in the Board/KMP (Appointment and Resignation)
All the Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK
All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).
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 state that:
i. In the preparation of Annual Accounts for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
ii. they 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, 2022 and of the loss of the Company for the year ended on that date.
iii. they 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. they have prepared the annual accounts on a going concern basis;
v. they 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. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS
M/s Rajendar K. Kumar & Associates, (Firm Registration No. 010142C) were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held in the year 2017 for a term of five consecutive years from the conclusion of 24th Annual General Meeting (AGM) till the conclusion of 29th AGM. Accordingly, their office as statutory auditors is going to expire at the conclusion of the ensuing Annual General Meeting of the Company. The Board of Directors of the Company, on the recommendations of the Audit Committee, have recommended the appointment of M/s P S Garg & Company (FRN: 033530C) as the Statutory Auditors of the Company for the term of five consecutive years, subject to approval of the members.
The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
Further, the Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.
AUDITOR'S REPORT
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.
SECRETARIAL AUDIT REPORT
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 Akshat Garg & Associates, (CP No. 10655), Practicing Company Secretaries, Ghaziabad for conducting Secretarial Audit of the Company for the Financial Year 2021-22.
The Secretarial Audit Report for the financial year ended 31st March, 2022 is attached and marked as "Annexure-1 " and forms part of the Board Report. The observation made by the Secretarial Auditors in their report are self explanatory and therefore do not call for any further explanations/comments. The Secretarial Auditors' Report does not contain any qualification, reservation or adverse remark.
DETAILS OF DEPOSITS COVERED UNDER SECTION 73 OF THE COMPANIES ACT, 2013
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, 2022.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2021-22, the Board of Directors duly met Five (5) times, details of which are provided in the Corporate Governance Report. The maximum interval between any two meetings didn't exceed 120 days, as prescribed in the Companies Act, 2013.
INDEPENDENT DIRECTORS
The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
COMPOSITION OF AUDIT COMMITTEE
The Company has in place Audit Committee as per the provisions of section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of terms of reference, composition of the Audit Committee, number and dates of meeting held, attendance of members and other details are given separately in the attached Corporate Governance Report. The Audit Committee satisfies the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All recommendations made by the Audit Committee during the year were accepted by the Board.
SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANY
The Company does not have any Subsidiary and or any Joint Venture Company or Associate Company.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rules made there under, the draft Annual Return of the Company for the Financial Year 31st March, 2022 is uploaded on the website of the Company and can be accessed at website i.e. www.adharshilacapital.in and weblink of the same is http://www.adharshilacapital.in/uploads/board meeting/Adharshila-Final-Annual- Report-2021-2022.pdf.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177 of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has 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 lay down herein. 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 i.e. www.adharshilcapital.in and weblink of the same is http://adharshilacapital.in/uploads/policies/vigil-mechanism-policy.pdf
NOMINATION & REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has a Nomination & Remuneration Committee and the details of terms of reference, number and dates of meeting held, attendance and other details are given separately in the attached Corporate Governance Report. 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 aforesaid policy can be accessed on the Company's website i.e. www.adharshilacapital.in and weblink of the same is http://www.adharshilacapital.in/uploads/policies/nomination-and-remuneration-policy.pdf
FORMAL ANNUAL EVALUATION
In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board and that of its Committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee as well as evaluation of performance of Directors' individually has been carried out. 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
All related party transactions entered during the year are negotiated on an arms-length basis and are in ordinary course of business. There have been no materially significant related party transactions made by the Company with the promoters, key managerial personnel and/ or with any director of the Company. Hence the disclosure as required in Section 134(3)(h) in the prescribed form AOC-2 is not required. Further, the suitable disclosure as required in IND AS-24 regarding Related Party transactions has been made in the notes to financial statements. The Company's policy for Related Party Transaction placed it on Company website i.e. www.adharshilcapital.in and weblink of the same is http://adharshilacapital.in/uploads/policies/rpt- policv.pdf.
PARTICULARS OF EMPLOYEES
Currently, Company is not paying remuneration to any Director/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 at adharshilacapital@gmail.com 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, 2022.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided together with compliance 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-II".
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A separate Report on Management Discussion and Analysis for the year under review, as stipulated under regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as "Annexure-III".
INTERNAL FINANCIAL CONTROLS
The Company has an adequate system of internal control relating to the nature of the business of the Company. A note has been provided under Management Discussion and Analysis Report in this regard. The Company has an Audit Committee which ensures proper compliance with the provisions of the Listing Regulations and Companies Act, 2013 and also reviews the adequacy and effectiveness of the internal control.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant or material orders passed by the Regulators or Courts or Tribunals impacting 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 31.03.2022 for redressal.
CORPORATE SOCIAL RESPONSIBILITY
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 POLICY
The Board review the operations of the organization followed by identifying potential threats to the organization and the likelihood of their occurrence, and appropriate actions to address the most likely threats. However, the elements of risk threatening the Company's existence are 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.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY CODE, 2016
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the 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 is not applicable.
THE DIFFERENCE BETWEEN AMOUT THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK AND PUBLIC FINANCIAL INSTITUTION
The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
ACKNOWLEDGEMENTS
Your Directors wish to acknowledge their gratitude to the business Associates, Shareholders and Stock Exchange authorities for their continued patronage, assistance and guidance. Further, your Directors also acknowledge the dedicated services rendered by all the employees of the Company.