Dear Members
Your directors have the pleasure in presenting the Thirty-Ninth Annual Report together
with the audited accounts of the company for the year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
The financial performance of your Company for the year ended March 31, 2023 is
summarized below: -
Particulars |
|
(Rs. in thousands) |
|
FY 2022-23 |
FY 2021-22 |
Gross Income |
4886.30 |
4575.04 |
Profit Before Interest and Depreciation |
2615.45 |
2523.01 |
Finance Charges |
0 |
0 |
Gross Profit |
2615.45 |
2523.01 |
Provision for Depreciation |
1.34 |
2.22 |
Net Profit Before Tax |
2614.10 |
2520.80 |
Provision for Tax |
657.99 |
702.94 |
Net Profit After Tax |
1956.11 |
1817.86 |
Proposed Dividend |
- |
- |
Transfer to Special Reserve (RBI) |
363.57 |
217.42 |
Paid-up Share Capital |
30920 |
30920 |
Reserves and Surplus |
15454.37 |
13498.26 |
FINANCIAL REVIEW
During the year under review, the total income of the Company was INR 48.86 lakhs as
against INR 45.75 lakhs in the previous year. The Company was able to earn a profit after
tax of INR 19.56 lakhs in the current financial year as against a profit of INR 18.18
lakhs in the financial year 2021-22. Your Directors are putting in their best efforts to
improve the performance of the Company.
SHARE CAPITAL
During the year, there was no change in the Company's authorized, issued, subscribed
and paid-up equity share capital.
RESERVES & SURPLUS
The net movement in the major reserves of the Company for the financial year 2022-2023
and the previous year are as follows:
(Rs. in thousands)
Particulars |
FY 2022-23 |
FY 2021-22 |
Securities Premium Account |
Nil |
Nil |
Special Reserve (RBI) |
3076.01 |
2712.44 |
Profit & Loss A/c (Cr.) |
12378.36 |
10785.85 |
Total |
15454.37 |
13498.26 |
DEPOSITS
During the financial year 2022-2023, your Company has not accepted any deposit within
the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS
Mr. Siddharth Bhikchand Bhansali was appointed as the Chief Financial Officer of the
Company w.e.f. April 01, 2022.
Mr. Akash Devendra Ramola, an Additional Director of the Company appointed on August
12, 2022 has been regularized and appointed as an Executive Director in the 38th
Annual General Meeting of the Company held on September 16, 2022 effective from August 12,
2022.
Below are the Statutory Auditor and Internal Auditor of the Company:
STATUTORY AUDITOR |
INTERNAL AUDITOR |
M/s Shankarlal Jain & Associates LLP |
M/s M M Jhunjhunwaala & Associates |
Chartered Accountants |
Chartered Accountants |
12, Engineer Building, 265, |
214 Bharat Chambers Baroda Street |
Princess Street, Mumbai 400002 |
Mumbai- 400009 |
There are no other material changes and commitments, affecting the financial position
of the Company which has occurred between the end of the financial year i.e. March 31,
2023 and the date of this Directors' Report i.e. August 22, 2023.
DIVIDEND
The Board of Directors of your Company has decided to retain and plough back the
profits into the business of the Company, thus no dividend is being recommended for this
year.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATES
During the financial year 2022-23, no entity became or ceased to be a subsidiary, joint
venture or associate of the Company. Accordingly, a statement containing the salient
feature of the financial statement of a company's subsidiary or subsidiaries, associate
company or companies and joint venture or ventures in Form AOC-1 is not applicable.
Policy for determining material subsidiaries of the Company has been provided on the
website www.asiacapital.in.
CHANGE IN THE NATURE OF BUSINESS
There has been no major change in the nature of business of your Company during the
financial year 2022-23. Further, since there is no subsidiary, joint venture and associate
company, there is no question for mentioning change in the nature of business of such
companies.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 149 of the Companies Act, 2013, all the
independent directors are non-rotational. The details of the familiarization programmes
for Independent Directors are disclosed on the Company's website www.asiacapital.in.
In terms of Section 203 of the Companies Act, 2013, the following are appointed as Key
Managerial Personnel of your Company by the Board:-
Mr. Santosh Suresh Choudhary, Managing Director Mr. Siddharth Bhikchand Bhansali, Chief
Financial Officer Mr. Hanuman Govind Patel, Company Secretary and Compliance Officer
The composition of the Board of Directors as on date is as follows:
Mr. Santosh Suresh Choudhary, Managing Director Mr. Manoj Kumar Jain, Executive
Director Mr. Akash Devendra Ramola, Executive Director Mr. Sanjay Rajgarhia, Independent
Director Dr. (Mrs.) Dipti Singh, Independent Director Mr. Nirav Laxmichand Mamniya,
Independent Director Mr. Siddharth Bhikchand Bhansali, Chief Financial Officer Mr. Hanuman
Govind Patel, Company Secretary and Compliance Officer
Appointments
Mr. Siddharth Bhikchand Bhansali was appointed as the Chief Financial Officer of the
Company with effect from April 01, 2022.
Mr. Akash Devendra Ramola, an Additional Director of the Company appointed on August
12, 2022 has been regularized and appointed as an Executive Director in the 38 th
Annual General Meeting of the Company held on September 16, 2022 effective from August 12,
2022.
Mr. Akash Devendra Ramola, Director of the Company is liable to retire by rotation in
this Annual General Meeting as per the Section 152 (6) of the Companies Act, 2013 and
being eligible to offer himself for re-appointment. The Directors have recommended his
reappointment.
Resignations
During the year, no resignation took place in the Board and Key Managerial Personnel of
your Company.
The Board has laid down separate Codes of Conduct for Directors and Senior Management
personnel of the Company and the Independent Directors as per Schedule-IV of the Companies
Act, 2013 which is available on the Company's websitewww.asiacapital.in. All Board Members
and Senior Management personnel have affirmed compliance with the Code of Conduct. The
Chairman of the Company has also confirmed and certified the same. The certification as
per Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is enclosed at the end of the Report on Corporate Governance.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Section 149
(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed
that they have complied with the Code for Independent Directors.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The details of the number of Board of Directors of your Company are as below:
Meeting |
No. of Meeting |
Dates of Meeting |
Board of Directors |
Four (4) |
01/2022-23 |
May 30, 2022 |
|
|
02/2022-23 |
August 12, 2022 |
|
|
03/2022-23 |
November 14, 2022 |
|
|
04/2022-23 |
February 14, 2023 |
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
evaluation of its own performance, the performance of the Directors individually as well
as the evaluation of the working of its Committees. Feedback was sought from the Directors
about their views on the performance of the Board covering various criteria. Feedback was
also taken from the Directors on their assessment of the performance of the other
Directors. The Nomination and Remuneration Committee (NRC) then discussed the above
feedback received from all the Directors. Based on the inputs received, the Chairperson of
the NRC also made a presentation to the Independent Directors at their meeting,
summarizing the inputs received from the Directors regarding the Board's performance as a
whole, and of the Chairman. Post the meeting of the Independent Directors, their
collective feedback on the performance of the Board (as a whole) was discussed by the
Chairperson of the NRC with the Chairman of the Board.
Every statutorily mandated committee of the Board conducted a self-assessment of its
performance and these assessments were presented to the Board for consideration. The areas
on which the Committees of the Board were assessed included the degree of fulfilment of
key responsibilities, adequacy of Committee composition and effectiveness of meetings. The
feedback was provided to the Directors, as appropriate. The significant highlights,
learning and action points arising out of the evaluation were presented to the Board.
NOMINATION AND REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES
In accordance with the Section 178 of the Companies Act, 2013 read with the rules
mentioned there under and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company has formulated the Nomination and
Remuneration Policy of your Company on the recommendations of the Nomination and
Remuneration Committee. The Policy includes criteria for determining positive attributes,
qualifications, independence of a director, Board diversity, remuneration and other
matters provided u/s 178 (3).
The Nomination and Remuneration Policy, covering the policy on appointment and
remuneration of Directors, Key Managerial Personnel etc. and other matters is set out in
Annexure-I to this Report.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority. The following Committees constituted by the Board
function according to their respective roles and defined scope:
Audit Committee
Nomination and Remuneration Committee Stakeholders Relationship Committee
The present Composition of the Committee of the Board of Directors of the Company is as
below:
Audit Committee:
1. Mr. Sanjay Rajgarhia Chairman (Independent Director)
2. Dr. (Mrs.) Dipti Singh Member (Independent Director)
3. Mr. Nirav Laxmichand Mamniya Member (Independent Director)
Nomination and Remuneration Committee:
1. Mr. Sanjay Rajgarhia Chairman (Independent Director)
2. Dr. (Mrs.) Dipti Singh Member (Independent Director
3. Mr. Nirav Laxmichand Mamniya Member (Independent Director)
Stakeholders Relationship Committee:
1. Mr. Sanjay Rajgarhia Chairman (Independent Director)
2. Dr. (Mrs.) Dipti Singh Member (Independent Director
3. Mr. Nirav Laxmichand Mamniya Member (Independent Director)
AUDIT COMMITTEE RECOMMENDATIONS
During the year, all the recommendations of the Audit Committee were accepted by the
Board.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on the conservation of energy, technology absorption and foreign
exchange earnings and outgo stipulated under the Section 134 (3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached asAnnexure-II
to this Report.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under the Section 197 (12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of Directors/employees of your Company is set out in Annexure-III to this
Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a
policy on related party transactions as approved by the Board and the same is available on
the website of the Company: www.asiacapital.in.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Being an NBFC, the disclosures regarding particulars of loans given, guarantees given
and security provided is exempted under the provisions of Section 186(11) of the Act.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of the Section 92 of the Companies Act, 2013 and Rule 12 (1)
of the Companies (Management and Administration) Rules, 2014, the extract of the Annual
Return in Form MGT-9, is available o n the website of the Company at
https://www.asiacapital.in/annual-return.html.
STATUTORY AUDITORS AND THEIR REPORT
M/s Shankarlal Jain & Associates LLP, Chartered Accountants, Mumbai was appointed
as statutory auditors of the Company for a period of 5 years i.e. from the conclusion of
the 36th Annual General Meeting till the conclusion of the 41st
Annual General Meeting of the Company.
The Auditor's Report for the financial year 2022-23, does not contain any
qualification, observation or adverse remarks and accordingly, no comments are required by
your Board of Directors on the same.
SECRETARIAL AUDITOR AND THEIR REPORT
Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
appointed Mrs. Pranita Lakhani, Practicing Company Secretary had undertaken a secretarial
audit of the Company for the financial year 2022-23. The Secretarial Audit Report provided
by the Secretarial Auditors is annexed as Annexure-IV to this Report.
The Secretarial Auditor's Report for the financial year 2022-23, does not contain any
qualification, observation or adverse remarks and accordingly, no comments are required by
your Board of Directors on the same.
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal controls. This ensures that
all transactions are authorized, recorded and reported correctly, and assets are
safeguarded and protected against loss from unauthorized use or disposition. The Company
has an Internal Control System, commensurate with the size, scale and complexity of its
operations.
In terms of the Section 138 of the Companies Act, 2013, M/s M M Jhunjhunwaala &
Associates, Chartered Accountants has been appointed as the Internal Auditor of your
Company. The Internal Auditor monitors the compliance with the objective of providing to
the Board of Directors an independent and reasonable assurance on the adequacy and
effectiveness of the organization's governance processes.
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks proactively and efficiently. Your Company periodically assesses risks
in the internal and external environment. Your Company, through its risk management
process, strives to contain the impact and likelihood of the risks within the risk
appetite as decided by the management.
There are no risks which in the opinion of the Board threaten the existence of the
Company.
COST RECORDS AND COST AUDIT REPORT
Maintenance of cost records and requirements of cost audit as prescribed under the
provisions of Section 148(1) of the Act is not applicable for the business activities
carried out by the Company.
VIGIL MECHANISM
The Company believes in the conduct of the affairs of its constituents fairly and
transparently by adopting the highest standards of professionalism, honesty, integrity and
ethical behaviour.
Pursuant to the Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil
mechanism was established for directors and employees to report to the management
instances of unethical behaviour, actual or suspected, fraud or violation of the Company's
code of conduct or ethics policy. A copy of the vigil mechanism policy is uploaded on the
website of the company: www.asiacapital.in.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report are annexed as Annexure-V
to this Report.
Further: -
1. Report on Corporate Governance
2. Certificate on compliance of conditions of corporate governance as per the
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and
3. Certificate of Non-Disqualification of Directors (pursuant to Regulation
34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015) is annexed as Annexure-VI to this Report.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
Your Company's Code of Conduct for Prevention of Insider Trading covers all the
Directors, senior management personnel, persons forming part of a promoter(s)/promoter
group(s) and such other designated employees of the Company, who are expected to have
access to unpublished price sensitive information relating to the Company. The Directors,
their relatives, senior management personnel, persons forming part of a
promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing,
selling and dealing in the shares of the Company while in possession of unpublished price
sensitive information about the Company as well as during the closure of trading window.
The Board of Directors has approved and adopted the following policies as per the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and amendment thereto and the same can
be accessed on the company's website www.asiacapital.in.
Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive
Information Code of Conduct for Prevention of Insider Trading
CORPORATE SOCIAL RESPONSIBILITY
Provisions of the Section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility are not applicable to the Company.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations in the
future.
DISCLOSURES REQUIRED UNDER THE NON-SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL
(NON-DEPOSIT ACCEPTING OR HOLDING) COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS,
2015
There was no auction conducted by the Company during the financial year 2022-23 in
respect of defaulters in any loan accounts.
GENERAL
The Board of Directors confirms that:
(a) Your Company has not issued equity shares with differential rights as to dividend,
voting or otherwise;
(b) Your Company does not have any ESOP scheme for its employees/Directors; and
(c) There is no scheme in your Company to finance any employee to purchase shares of
your Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of the Section 134 (3) (c) and 134 (5) of the Companies Act,
2013, the Directors to the best of their knowledge and belief confirm that:
a. in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards and Schedule-III of the Companies Act, 2013,
have been followed and there are no material departures from the same;
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 your Company as at March 31, 2023 and of the profit
and loss of the Company for the financial year ended March 31, 2023;
c. proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern' basis;
e. proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
STOCK EXCHANGE LISTING
The shares of the Company are listed on BSE Limited under script code 538777. The
listing fee for the financial year 2022-23 has been paid to BSE Limited.
ACKNOWLEDGEMENT
The directors wish to thank the company's customers, vehicle manufacturers, vehicle
dealers, channel partners, banks, mutual funds, rating agencies and shareholders for their
continued support. The directors also thank the employees of the company for their
contribution to the company's operations during the year under review.
|