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Directors Report of Ashirwad Capital Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 29th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS:

The Board's Report is prepared based on the stand alone financial statements of the Company. (Rs In Lacs)

No. Particulars 2014-2015 2013-2014

1. Net Sales/ Income 84.97 45.99

2. Total Expenditure

i) Employee benefit Expenses 5.35 5.13

ii) Depreciation 2.56 1.90

iii) Other Expenditure 8.29 6.18

Total 16.20 13.21

3. Profit Before Tax 68.77 32.78

4. Provision for Taxation

i) Current Tax (13.00) (5.51)

ii) Deferred Tax 0.53 (1.69)

iii) Earlier year Tax (3.19) -

5. Profit After Tax 53.11 25.58

6. Balance carried from previous year 2.78 1.04

7. Amount Available for Appropriation 55.89 26.62

8. Appropriations:

* Proposed Dividend (36.00) (16.00)

* Dividend Distribution Tax (7.37) (2.71)

* Transferred to Statutory Reserve (10.65) (5.11)

9. Balance carried to Balance Sheet 1.87 2.78

2. DIVIDEND:

We are pleased to announce that the Board of Directors has recommended dividend of Re. 0.09 per equity share of Re. 1/- each (i.e. 9 % of face value) aggregating Rs. 36,00,000 (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2015.

3. RESERVES:

The Board of Directors has decided to transfer Rs. 10,65,000 to Statutory reserve.

4. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies) Management and Administration) Rules, 2014, are included in this Report as Annexure-1 and forms an integral part of this report.

5. OPERATIONS:

During the period under review the profit after tax (PAT) stood at 53.11 Lacs (Previous Year Rs. 25.58 Lacs), there was an increase of 107.64 % as compared to last financial year. Your directors are confident of even better returns in the future.

6 FUTURE PROSPECTS:

After a three-year consolidation phase, finally we witnessed growth in the equity markets. There is optimism in the investing public as well as the FII's and DFI's. Indian investors are increasingly choosing mutual funds and SIP's to invest into the market. This is a very healthy trend, which will eventually lead to systematic expansion and growth of this industry in a sustainable manner. We in Ashirwad feel that the market should be buoyant for the next 4-5 years.

The year 2014-15 will always be a memorable year in the history of Ashirwad. The last couple of years, we analyzed more than 500 Companies to select our final universe of 200 Companies to invest in. We proudly call it the Ashirwad-200. Ashirwad-200 is a selection of large-cap, mid-cap and a select few small-cap Companies with good business prospects for growth in the coming years. We have been careful to include Companies from each industry, some established ones, some with good growth prospects and others with a huge potential to grow in the future. All these Companies have been largely selected through the technical indicators filter which is very unique to Ashirwad. We feel that Ashirwad-200 should beat the market performance in the long run i.e. 3-4 years. We are in the beginning phases of a strong bull market, which should last for another 3-4 years and we are happy to inform you that we are very well positioned to take advantage of this ensuing bull market in India.

7. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors' state that :

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had 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 at the end of the financial year 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 this Act 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 and

(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.

8. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS DURING THE YEAR:

* The following Independent Directors were appointed during the financial year 2014-2015:

1. Mr. Rakesh Garodia (DIN: 00143438)

2. Mr. Sanjiv Rungta (DIN: 00381643)

3. Mr. Nirmal Jain (DIN: 00894735)

4. Mr. Piyush Shah (DIN: 02333557)

* Mrs. Shilpa Poddar (DIN: 00164141) was appointed as Woman Director of the Company, in terms of provisions of Section 149(1) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

However, there were no Resignations from the Board of Directors during the financial year.

9. (1) PARTICULARS OF EMPLOYEES:

No. Particulars Remarks

1. The ratio of the Not applicable since no remuneration has remuneration of each been paid to the Directors. director to the median remuneration of the employees of the Company for the financial year.

2. The percentage Not applicable since no remuneration has increase in the been paid to the Directors. remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

3. The percentage increase in Median Median the median remuneration of Remuneration Remuneration % Increase employees in the financial FY 2014-2015 FY 2013-2014 year (in lacs) 267 257 3.89

4. The number of permanent 2 (Two) employees on the rolls of Company

5. The explanation on the Increase in the remuneration of relationship between employees depends upon many variables average increase in like market conditions, cost of living, remuneration and the inflation; employee’s contribution Company performance including performance of the Company. Employees contribution and annual performance is also evaluated to justify the increase in remuneration. There is a direct relationship in the average increase in remuneration of the employee and financial performances of the Company during any given period.

6. Comparison of the Not applicable since no remuneration has remuneration of the Key been paid to the Directors. Managerial Personnel Against the performance of the Company

7. Variations in the market FY FY capitalization of the 2014- 2013- Variation Company, price earnings 2015 2014 ratio as the closing date of the current financial year Market and previous financial year Capitali 1008.00 844.00 164.00 and percentage increase sation over decrease in the market (in. lacs) quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case Price of listed companies, and in Earning 19.38 35.17 -15.79 case of unlisted companies, Ratio the variations in net worth of the Company as at the close of the current financial year and previous financial year.

8. Average percentile increase FY FY already made in the salaries 2014- 2013- Variation of employees other than 2015 2014 managerial personnel in Employees the last financial year and salary 5.35 5.13 4.16 its comparison with the (in lacs) percentile increase in the managerial remuneration and justification thereof and Managerial point out if there are any salary NA NA NA exceptional circumstances (in lacs) for increase in the managerial remuneration

9. Comparison of the each Not applicable since no remuneration has remuneration of the Key been paid to the Directors. Managerial Personnel against the performance of the Company

10. The key parameters for Not applicable since no remuneration has any variable component been paid to the Directors. remuneration availed by the directors

11. The ratio of the Not applicable since no remuneration remuneration has of been paid to the Directors. the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid Director during the year.

12. Affirmation that the It is affirmed that the remuneration is remuneration is as as per the remuneration policy of the per the remuneration Company. policy of the Company.

(2) Particulars of employees drawing remuneration in excess of limits prescribed under Section 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

There are no employees drawing remuneration exceeding Rupees 60 Lacs per annum if employed throughout the financial year or Rupees 5 Lacs per month if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

10. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:

Sr. Particulars no of meetings No. held

1. Board meetings Five

2. Audit Committee meetings Five

3. Nomination and Remuneration Committee meeting One

4. Risk Management Committee meeting One

5. Stakeholders Relationship Committee meeting One

6. Independent Directors meeting One

11. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Risk Management and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

12. DECLARATION BY INDEPENDENT DIRECTORS:

Declarations by the Independent Directors, that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

13. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is also uploaded on the website of the Company; i.e. www. ashirwadcapital.in

14. AUDITORS:

The Auditors, M/s. Sanjay Raja Jain & Co., Chartered Accountants, (FRN No. 120132W) Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment for a period of three year from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2018.

The report given by the auditors on the financial statement of the Company is a part of the annual report. There has been no qualification, reservation, adverse remark or disclaimer given by the auditors in their report.

15. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 3 to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with various non-compliances as per the provisions of various statute mentioned under the Secretarial Audit Report.

16. VIGIL MECHANISM:

Pursuant to the provisions of sub-section (9) and (10) of Section 177 of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.ashirwadcapital.in

17. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as required under Section 177(8) of the Companies Act, 2013. The Composition of Audit Committee is as follows:

1. Mr. Sanjiv Rungta - Chairman

2. Mr. Piyush Shah - Member

3. Mr. Rajesh Poddar - Member

18. There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

19. The Risk management Policy has been uploaded on the website of the Company at www.ashirwadcapital.in. There were no risk identified which would threaten the existence of the Company during the year under review.

20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

21. DEPOSITS:

The Company has not accepted any deposits during the year.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company being a company whose principal business is acquisition of shares and securities, provisions of section 186 of the Companies Act, 2013 are not applicable.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form AOC-2 which is enclosed as Annexure 2.

24. CORPORATE GOVERNANCE:

Your Company believes that Corporate Governance is a code of self discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. The Corporate Governance certificate from Practicing Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement is annexed with this report.

26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace under the Act.

The following is a summary of sexual harassment complaint received or dispose of during the year 2014-15.

* No. of Complaint received: NIL

* No. of Complaint disposed off: NIL.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities of the Company, conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year under review.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Company's' operations in future.

29. LISTING AGREEMENT WITH THE STOCK EXCHANGES:

Your Company continues to be listed on The Stock Exchange, Mumbai where the company's shares are being traded. The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE Ltd. where the Company's Shares are listed.

30. ACKNOWLEDGEMENT:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board

303, Tantia Jogani Industrial Estate, For Ashirwad Capital Limited J. R. Boricha Marg, Lower Parel, Mumbai - 400 011. Date: May 30, 2015 Ramprasad Poddar Place: Mumbai Chairman








Mar 31, 2014

To The Members,

The Directors have pleasure in presenting the 28th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS: (RIn Lacs)

Sr. No. Particulars Year Ended 31.03.2014 Year Ended 31.03.2013

1. Net Sales / Income 45.99 90.62

2. Total Expenditure

i) Employee Benefit Cost 5.13 4.72

ii) Financial Cost - -

iii) Depreciation 1.90 2.17

iv) Other Expenditure 6.18 13.08 Total 13.21 19.97

3. Profit Before Tax (1-2) 32.78 70.65

4. Provision for Taxation

i) Current Tax (5.51) (13.51)

ii) Deferred Ta x Asset/ (Liability) (1.69) 0.02

5. Profit After Tax (3 4) 25.58 57.16

6. Excess/(Short) Provision for Tax of earlier years - -

7. Net Profit 25.58 57.16

8. Balance carried from previous year 1.04 4.67

9. Amount available for Appropriation (7 8) 26.62 61.83

10. Appropriations:

- Proposed Dividend (16.00) (40.00)

- Dividend Distribution Tax (2.72) (6.79)

- Transferred to General Reserve - (14.00)

- Transferred to Statutory Reserve (5.12) -

11. Balance carried to Balance Sheet 2.78 1.04

12. Basic & Diluted EPS (Rs.) 0.06 0.14

13. Non Promoter Shareholding

- Number of shares 1,96,00,000 1,96,00,000

- Percentage of shareholding 49.00% 49.00%



DIVIDEND:

We are pleased to announce that the Board of Directors has recommended dividend of Re. 0.04 per equity share of Re. 1/- each (i.e. 4%) aggregating Rs.16,00,000 (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2014.

OPERATIONS AND FUTURE PROSPECTS:

During the period under review the proft after tax (PAT) stood at 25.58 Lacs (Previous Year Rs. 57.16 Lacs), a decline of 55.25% as compared to last financial year. We as an economy have gone through the worst economic crisis in the last six years. Now with a strong government in place and also the beginning of a new positive cycle for the corporate and industrial sector, we are very hopeful that a new bull market has started which should last for at least four years. We are extremely well positioned to take advantage of this bull market. We are thus very positive for the next year results.

Thank you shareholders for your continued support and trust in Ashirwad and its management team, which we cherish and value from the bottom of our hearts.

DIRECTORS:

Rajesh Poddar (DIN : 00164011) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. Sanjiv Rungta (DIN : 00381643), Mr. Nirmal Jain (DIN : 00894735) and Mr. Piyush Shah (DIN : 02333557) reappointment as Independent Directors for a term of 5 years at the ensuing Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year covered under this Report and of the proft of the Company for the year.

iii. The Directors had 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. The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public under section 58A of the Companies Act, 1956.

EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

AUDITORS:

M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai will retire at the ensuring meeting and being eligible offers themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

In view of the nature of activities of the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year under review.

COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB- SECTION (1) OF SECTION 383A OF THE COMPANIES ACT, 1956:

Compliance Certificate issued under sub-section (1) of section 383A of the Companies Act, 1956 by the Practicing Company Secretary for your company is attached to this report.

LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s Shares are being traded. The Company has paid Listing Fees for the year 2013-2014.

CORPORATE GOVERNANCE:

Corporate Governance Report along with Certificate of the company Secretary in practice pursuant to clause 49 of the Listing Agreement with the stock Exchange has been included in the report. Your company believes that Corporate Governance is a voluntary code of self-discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others for their assistance and co- operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.



Registered Office: By Order of the Board

303, Tantia Jogani Industrial Estate, For Ashirwad Capital Limited

J. R. Boricha Marg, Lower Parel,

Mumbai – 400 011.

Date: May 30, 2014 Ramprasad Poddar

Place: Mumbai Chairman


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 27th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAl RESUlTS:

(Rs. in Lacs)

Sr. No. Particulars year ended 31.03.2013 year Ended 31.03.2012

1. Net Sales / Income 90.62 134.73

2. Total Expenditure

i) Employee Beneft Cost 4.72 3.91

ii) Financial Cost 10.70

iii) Depreciation 2.17 2.41

iv) Other Expenditure 13.08 10.95

Total 19.97 27.97

3. Proft Before Tax (1-2) 70.65 106.76

4. Provision for Taxation

i) Current Tax (13.51) (18.99)

ii) Deferred Ta x Asset/ ( Liability) 0.02

5. Proft After Tax (3-4) 57.16 87.77

6. Excess/(Short) Provision for Tax of earlier years

7. Net Proft 57.16 87.77

8. Balance carried from previous year 4.67 1.09

9. Amount available for Appropriation(7 8) 61.83 88.86

10. Appropriations:

- Proposed Dividend 40.00 40.00

- Dividend Distribution Tax 6.79 6.49

- Transferred to General Reserve 14.00 37.70

11. Balance carried to Balance Sheet 1.04 4.67

12. Basic & Diluted EPS (Rs.) 0.14 0.22

13. Non Promoter Shareholding

- Number of shares 1,96,00,000 1,96,00,000

- Percentage of shareholding 49.00% 49.00%



DIVIDEND:

We are pleased to announce that the Board of Directors has recommended dividend of Re. 0.10 per equity shares of Re. 1.00/- each (i.e. 10%) aggregating Rs.40,00,000 (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2013.

OPERATIONS AND FUTURE PROSPECTS:

During the period under review the proft after tax (PAT) stood at 57.16 Lacs (Previous Year Rs. 87.77 Lacs), a decline of 34.87% as compared to last fnancial year. The reduced proft, though cause for concern, revealed the fragile state of economy refected in the share market indicators. However, all investment strategy is based upon long term growth and there is much to be optimistic on long term perspective. We are hopeful to reap the benefts of high growth rate of economy provided the infation is reined in urgently.

Thank you shareholders for your continued support and trust in Ashirwad and its management team, which we cherish and value from the bottom of our hearts.

DIRECTORS:

Mr. Ramprasad Poddar and Mr. Piyush Shah retire by rotation and, being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTOR''S RESPONSIBIlITy STATEMENT:

The Directors state that: -

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year covered under this Report and of the proft of the Company for the year.

iii. The Directors had taken proper and suffcient 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. The Directors had prepared the annual accounts on a going concern basis.

FIxED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public under section 58A of the Companies Act, 1956.

EMPlOyEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

AUDITORS:

M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai will retire at the ensuring meeting and being eligible offers themselves for re-appointment.

CONSERVATION OF ENERGy, TEChNOlOGy ABSORPTION, FOREIGN ExChANGE EARNING AND OUTGO:

In view of the nature of activities of the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year under review.

COMPlIANCE CERTIFICATE UNDER PROVISO TO SUB-SECTION (1) OF SECTION 383A OF ThE COMPANIES ACT, 1956:

Compliance Certifcate issued under sub-section (1) of section 383A of the Companies Act, 1956 by the Practicing Company Secretary for your company is attached to this report.

STING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s Shares are being traded. The Company has paid Listing Fees for the year 2012-2013.

CORPORATE GOVERNANCE:

Corporate Governance Report along with Certifcate of the company Secretary in practice pursuant to clause 49 of the Listing Agreement with the stock Exchange has been included in the report. Your company believes that Corporate Governance is a voluntary code of self-discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

ACKNOWlEDGEMENTS:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confdence reposed in the management.

Registered Offce: By Order of the Board

303, Tantia Jogani

industrial Estate, For Ashirwad capital Limited

J. R. Boricha Marg,

Lower Parel, Mumbai – 400 011.

Date: May 30, 2013 Ramprasad Poddar

Place: Mumbai Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS: (Rs. In Lacs)

Sr. No. Particulars Year Ended 31.03.2012 Year Ended 31.03.2011

1. Net Sales/ Income 134.73 56.05

2. Total Expenditure

i) Employee Benefit Cost 3.91 3.23

ii) Financial Cost 10.70 17.72

iii) Depreciation 2.41 2.63

iv) Other Expenditure 10.95 6.14

Total 27.97 29.72

3. Profit Before Tax (1-2) 106.76 26.33

4. Provision for Taxation

i) Current Tax (18.99) (3.77)

ii) Deferred Tax Asset/ (Liability) - 0.07

iii) Excess/(Short) Provision for Tax of earlier years - 0.51

5. Profit After Tax (3-4) 87.77 23.14

6. Balance carried from previous year 1.09 1.27

7. Amount available for Appropriation(7 8) 88.86 24.41

8. Appropriations:

Proposed Dividend 40.00 20.00

Dividend Distribution Tax 6.49 3.32

Transferred to General Reserve 37.70 -

9. Balance carried to Balance Sheet 4.67 1.09

DIVIDEND AND OPERATIONS :

We are pleased to announce that the Board of Directors has recommended a final dividend of Re.0.10 per equity shares of Re.1/- each (i.e. 10%) aggregating Rs.40,00,000/- (excluding dividend distribution tax as applicable) for the year ended 31st March, 2012.

During the period under review the profit after tax (PAT) stood at Rs.87.77 Lac (Previous year Rs.23.14 Lac), an increase of 279% as compared to the last financial year.

DIRECTORS:.

Mr. Rajesh Poddarand Mr. Sanjiv Rungta retire by rotation and, being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

Mr. Harshvardhan Agarwal resigned as director in the Company . The Board place on record its appreciation for the services rendered during his tenure as director in the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year covered under this Report and of the profit of the Company for the year.

iii. The Directors had 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. The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public under section 58A of the Companies Act, 1956.

EMPOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

AUDITORS:

M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai will retire at the ensuring meeting and being eligible offers themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

In view of the nature of activities of the Company, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year under review.

COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB-SECTION (1) OF SECTION 383A OF THE COMPANIES ACT, 1956:

Compliance Certificate issued under sub-section (1) of section 383Aof the Companies Act, 1956 by the Practicing Company Secretary for your company is attached to this report.

LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company's Shares are being traded. The Company has paid Listing Fees for the year 2011-2012.

CORPORATE GOVERNANCE:

Corporate Governance Report along with Certificate of the company Secretary in practice pursuant to clause 49 of the Listing Agreement with the stock Exchange has been included in the report. Your company believes that Corporate Governance is a voluntary code of self-discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board

303, Tantia Jogani Industrial Estate, For Ashirwad Capital Limited

J. R. Boricha Marg, Lower Parel,

Mumbai - 400 011.

Date: May 26, 2012 Ramprasad Poddar

Place: Mumbai Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report and the Audited Statement of Accounts for the year ended March 31,2010.

(Rs. in Lacs)

Sr. Particulars 15 Months Ended 12 Months Ended No. 31.03.2010 31.12.2008

1. Net Sales/Income 161.74 107.84

2. Total Expenditure

i) Staff Cost 3.14 2.13

ii) Depreciation 3.68 3.24

iii) Other Expenditure 8.46 33.72

Total 15.28 39.09

3. Interest 8.49 2.03

4. Profit Before Tax 137.97 66.72

5. Provision for Taxation 17.79 15.18

i) Current Tax 17.68 15.03

ii) Deferred Tax 0.11 0.14

iii) Fringe Benefit Tax - 0.01

6. Net Profit After Tax 120.18 51.54

7. Excess/(Short) Provision for Tax for earlier years (0.33) 0.02

8. Net Profit 119.85 51.56

9. Proposed Dividend 70.20 46.80 (Inclusive of Tax on Dividend)

10. Paid-up Equity Share Capital 400.00 400.00 (Face Value of Re. 1/-each)

11. Reserves & Surplus 141.95 92.29 (Excluding Revaluation Reserves)

12. Basic & Diluted EPS (Rs.) 0.30 0.13

13. Non Promoters Shareholding

- Number of Shares 13616000 13597584

- Percentage of Shareholding 34.04% 33.99%

DIVIDEND:

We are pleased to announce that the Board of Directors has recommended final dividend of Re. 0.04 per equity share of Re. 1/- each (i.e. 4%) aggregating Rs.16,00,000 (excluding dividend distribution tax as applicable) for the year ended on March 31, 2010 in addition to the interim dividend of Re. 0.11 per equity share (i.e. 11 %) amounting to Rs. 44,00,000 which was declared and paid in December 2009.

OPERATIONS & FUTURE PROSPECTS:

During the year under review the profit aftertax (PAT) stood at 120.18 Lacs, a phenomenal increase of 133.18% as compared to last year.

As we had estimated we saw a long term bottoming out of the markets in 2009. We should witness a consolidation of the equity markets in the emerging markets basket during the first 6-8 months of 2010 and after which we estimate the final wave of the long term bull market which began in 2003. If we see such a scenario shaping up we shall invest our cash position into the market. We shall continue our strategy to invest in only A group shares with good track record and leadership position in market segments they operate in. The timing of our investments will be decided based on our in-house technical studies which we do on a daily basis with a long term time horizon and ourfirm resolve to give our most valued investors long term returns which are consistent and outperform the broader indices.

Thank you shareholders for your continued support and trust in Ashirwad and its management team, which we cherish and value from the bottom of our hearts.

FOLLOWING IS A LIST OF QUOTED INVESTMENTS. THIS CONSTITUTES 100% OF OUR INVESTED FUNDS IN THE EQUITY MARKET:

FACE 31.03.2010 SR # PARTICULARS VALUE NO. OF AMOUNT HOLDING RS. SHARES RS. %

FULLY PAID UP EQUITY SHARES (QUOTED)

1 HINDUSTAN UNILEVER LTD. 1 60000 1,26,30,388 73.21

2 INDIAN HOTEL LTD. 10 40000 41,84,349 24.26

3 MANJUSHRI PLANTATION LTD. 10 333 78,698 0.46

4 RANBAXY LABORATORIES LTD. 5 1000 3,57,706 2.07 Total 1,72,51,141 100.00

AGGREGATE MARKET VALUE OF QUOTED INVESTMENTS 1,89,77,598

> DIRECTORS:

Mr. Ramprasad Poddar and Mr. Rajesh Poddar, who retire by rotation and being eligible, offerthemselves for re-appointment.

- DIRECTORS RESPONSIBILITY STATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and thatthere are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year covered underthis Report and of the profit of the Company for the year.

iii. The Directors had 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. The Directors had prepared the annual accounts on a going concern basis.

- FIXED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public under Section 58A of the Companies Act, 1956.

- EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

- AUDITORS:

M/s Sanjay Raja Jain & Co., Chartered Accountants, Mumbai, will retire at this meeting and being eligible offerthemselves for re-appointment.

- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

In view of the nature of activities of the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year under review.

- COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB-SECTION (1) OF SECTION 383A OF THE COMPANIES ACT, 1956:

Compliance Certificate issued under sub-Section (1) of Section 383A of the Companies Act, 1956 by the Practicing Company Secretary for your Company is attached to this report.

- LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Companys Shares are being traded. The Company has paid Listing Fees forthe year 2009-2010.

- MANAGEMENT DISCUSSION AND ANALYSIS:

- BUSINESS ENVIRONMENT:

It has been a year of substantial achievements for our company, in the face of one of the toughest global economic downturn ever witnessed in history. Your company has a long standing reputation as a consistent sectoral performer amongst the various finance and investment companies. Despite the volatile economic scenario, the expertise of the management enabled us to perform exceptionally well during the year.

- STRENGTHS & OPPORTUNITIES:

Your company has positively faced the ever changing period in the finance and investment market quite effectively. The fiscal policies brought by Government in the recent times have been encouraging. The economic plan aims to put the economy towards a path of sustainable growth and progress. Your company pays special attention to its valuable human resource. Further keeping in view the support offered by government and financial institutions, your company is keen to achieve an established name and goodwill in the market.

- RISKS AND CONCERNS:

Risk is an integral part of business process. Proper risk management can be highly beneficial for any company. The company will attempt to soften the impact of risks through continuous monitoring, timely action and control measures.

- OUTLOOK:

The company is looking forward to the achievement of the following objectives in the coming year:

(i) To effectively position the company so as to meet the needs of changing economic scene in India.

(ii) To earn national recognition by providing qualitative services in time and in conformity with the best practices.

(iii) To enhance size and value of business activities of the company.

(iv) To achieve optimal return on capital employed.

- OVERVIEW:

Your company offers unique insights delivering independent information, opinions and solutions that helps it to make better informed business and investment decisions and improve the return on investment. The future prospect continues to remain positive with focus on strengthening risk management systems and demand for good quality and independent research.

The accompanying financial statements have been prepared in accordance with the requirements of Companies Act, 1956 and Generally Accepted Accounting Principles and Accounting Standards prevailing in India.

- FINANCIAL AND OPERATIONAL PERFORMANCE:

The accompanying financial statements have been prepared in accordance with the requirements of Companies Act, 1956 and Generally Accepted Accounting Principles and Accounting Standards prevailing in India. The gross income of the company during the year has increased to Rs. 161.74 Lacs from Rs. 107.84 Lacs during the previous year. The net profit has risen from Rs. 51.56 Lacs to Rs. 119.85 Lacs during the current year.

- CAUTIONARY STATEMENT:

Statement in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include raw material availability and prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.



- CORPORATE GOVERNANCE:

Corporate Governance Report along with Certificate of the Company Secretary in Practice pursuant to clause 49 (revised) of the Listing Agreement with the Stock Exchanges has been included in the report. Your company believes that Corporate Governance is a voluntary code of self-discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

- ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others for their assistance and co- operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to other stakeholders for their co-operation extended to and confidence reposed in the management.

Registered Office: For and on behalf of the Board

303, Tantia Jogani Indl. Estate, For Ashirwad Capital Limited

J R Boricha Marg, Lower Parel,

Mumbai 400 011.

Date : May 17, 2010 Ramprasad Poddar

Place: Mumbai Chairman

 
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