Ashram Online.com Ltd
Directors Reports
Dear Stakeholders,
Your Directors have pleasure in presenting the 32nd Director's
Report of M/s. Ashram online.com Limited (The Company) and along with it, the Audited
Financial statements for the Financial year ended 31st March 2023.
1. Financial Results
The financial results of the Company for the year ended 31st March 2023
is summarized below:
|
(Rupees in lacs) |
| Particulars |
Year Ended |
Year Ended 31st |
|
31st March 2023 |
March 2022 |
| Income from Operations |
39.23 |
35.02 |
| Non-operating Income |
39.93 |
34.50 |
| Total Income |
79.16 |
69.53 |
| Total Expenditure |
100.56 |
64.31 |
| Profit / Loss before Depreciation, Interest and Taxation |
(21.39) |
5.22 |
| Interest & Finance Charges |
0.51 |
0.00 |
| Depreciation |
3.18 |
4.15 |
| Profit / Loss before Tax |
(25.09) |
1.07 |
| Provision for Current Taxes |
0.17 |
0.00 |
| Provision for Deferred Taxes |
- |
-1.97 |
| Profit / Loss after Tax |
(25.26) |
3.03 |
| Other Comprehensive Income |
(47.28) |
296.85 |
| Transfer to Reserves |
0.00 |
0.00 |
| Balance carried to Balance Sheet |
(72.54) |
299.88 |
2. Operating Results And Business Operations
During the financial year 2022 - 2023, your Company has incurred a
profit / (Loss) of Rs. (25.26) Lakhs as compared to the profit / (Loss) of Rs. 3.03 Lakhs
incurred in previous year 2021 - 2022.
3. Dividend
The Board of Directors wish to conserve the profit for future
development and expansion and hence have not recommended any dividend for the financial
year 2022-2023
4. Transfer of Unclaimed Dividend To Investor Education And
Protection Fund:
The provisions of Section 125 (2) of the companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
5. Transfer To Reserves
Due to loss the Company has abstained from transfer to any reserves
other than statutory transfers.
6. Change in Nature of Business of Company
There is no change in the nature of business of your Company during the
year under review.
7. Material Change and Commitments of the Company
There are no material changes and commitments effecting the financial
position of the company which have occurred between end of the financial year of the
company to which the financial statements relate and the date of report.
8. Particulars of Loans, Guarantees and Investment
The Company has given loan of Rs. 98.90 lacs during the F.Y. 2022 2023
under the provisions of Section 186 of the Companies Act, 2013 and has been disclosed in
the Note No. I (e) of the Financial Statements, forming a part of this Annual Report. The
Company has not given any guarantee during the financial year 2022 - 2023.
9. Deposit from Public
The Company has neither accepted nor renewed any fixed deposits during
the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest,
refunds due to the deposit holders or to be deposited to the Investor Education and
Protection Fund as on March 31, 2023.
10. Share Capital and Listing on Stock Exchange
|
The paid up Equity Share Capital as on March
31, 2023 was Rs.12,00,00,000/-. Consisting of 1,20,00,000 equity Shares at Rs. 10/- each.
No additions and alterations to the capital were made during the financial year 2022 -
2023. |
| Issue of equity shares with differential rights |
Your Company had not issued any equity
shares with differential rights during the year under review |
| Issue of sweat equity shares |
Your Company had not issued any sweat equity
shares during the year under review. |
| Issue of employee stock options |
Your Company has not issued any employee
stock options during the year under review. |
| Provision of money by Company for purchase of its own shares
by employees or by trustees for the benefit of the employees |
Your Company has not made any provision of
money for the purchase of its own shares by employees or by trustees for the benefit of
the employees during the year under review |
| Listing of Shares |
The Shares of the Company are listed in
Bombay Stock Exchange Limited having Scrip Code 526187 |
| Suspension of shares from trading |
During the financial year 2022 - 2023, the
shares of the Company were not suspended from trading on the stock exchange. |
11. Subsidiaries, Associates and Joint Venture Companies
Your Company has no subsidiaries or joint ventures. There are also no
associate companies within the meaning of Section 2(6) of the Companies Act, 2013
(“Act”). Further during the year, no company has become or ceased to be its
subsidiaries joint ventures or associate companies
12 . Directors and Key Managerial Personnel, Board Composition
and Independent Directors
The Board consists of the Executive Whole Time Director, One Non
Executive Director and Two Independent Directors as on 31st March 2023. Independent
directors are appointed for a term of five years and are not liable to retire by rotation.
All Independent Directors have given their declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 (b) of the SEBI Listing Regulations, as amended from time to time
A. Directors and Key Management Personnel
| S.no |
Name of the Director |
DIN |
Designation |
Appointment Date |
| 1 |
Mrs. Sangita Tatia |
06932448 |
Executive /
Promoter/ Whole Time Director Non Executive / |
31.07.2014 |
| Mr. Tatia Jain |
| 2 |
Pannalal Sampathlal |
01208913 |
Non Independent / Promoter
Director Non Executive / |
13.11.2018 |
| 3 |
Mr. V. Ramasubramanian |
07666326 |
Independent Director Non
Executive / |
31.10.2016 |
| 4 |
Mr. M. Palanivel |
07743785 |
Independent Director |
31.10.2016 |
There has been no change in the constitution of Board during the year
under review i.e. the structure of the Board remains the same.
13. Appointment / Re Appointment of Directors
As per the provisions of Section 152 of the Companies Act, 2013, not
less than two-third of the total number of Directors, other than Independent Directors
shall be liable to retire by rotation. One-third of these Directors are required to retire
every year and if eligible, these Directors qualify for re-appointment.
At the ensuing (Annual General Meeting) AGM, Mr. Tatia Jain Pannalal
Sampathlal (DIN: 01208913), Director retires by rotation and being eligible,
offers him selves for re-appointment.
A detailed profile of Mr. Tatia Jain Pannalal Sampathlal along
with additional information required under Regulation 36(3) of the Listing Regulations and
Secretarial Standard on General Meetings is provided separately by way of an Annexure to
the Notice of the AGM.
14. Key Management Personnel of the Company are as under
The following persons have been designated as the Key Managerial
Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. a. Mrs. Sangita Tatia, Chairman and Whole Time Director b. Mr. M. Thadhalingam Chief
Financial Officer c. Mrs. Mary Belinda Jyotsna S, Company Secretary cum compliance
Officer Submitted her Resignation w.e.f. 10.09.2023 vide Letter dt.
10.08.2023 d. Mr. Raghuvender (Membership No.A30164) appointed as Company
Secretary and Compliance Officer of the Company w.e.f. 11th
August, 2023
15. Independent Directors' Declaration
The Independent Directors of the Company have submitted declaration of
Independence confirming that they meet the criteria of independence under Section 149(6)
of the Companies Act, 2013 and Listing Regulations.
All the Independent Directors of the Company have also confirmed that
they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence and that they are
independent of the management. The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications, experience and expertise and they hold
highest standards of integrity.
16. Annual Performance Evaluation by the Board
The Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure
Requirements) Regulations, 2015 (“the Listing Regulations”)
stipulate the evaluation of the performance of the Board, its Committees, Individual
Directors and the Chairperson. The Company has formulated a Policy for performance
evaluation of the Independent Directors, the Board, its Committees and other individual
Directors which includes criteria for performance evaluation of the Non-Executive
Directors and Executive Directors.
The evaluation framework for assessing the performance of Directors
comprises various key areas such as attendance at Board and Committee Meetings, quality of
contribution to Board discussions and decisions, strategic insights or inputs regarding
future growth of the Company and its performance, ability to challenge views in a
constructive manner, knowledge acquired with regard to the
Company's business/activities, understanding of industry and
global trends, etc.
The evaluation involves self-evaluation by the Board Member and
subsequent assessment by the Board of Directors. A member of the Board will not
participate in the discussion of his/her evaluation. Pursuant to the provisions of the
Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried
out an annual evaluation of its own performance and that of its Committees as well as
performance of the Directors individually (including Independent Directors). The
evaluation process was based on the affirmation received from the Independent Directors
that they met the independence criteria as required under the Companies Act, 2013, and the
Listing Regulations.
A separate exercise was carried out by the Nomination and Remuneration
Committee of the Board to evaluate the performance of individual Directors who were
evaluated on several parameters such as level of engagement and contribution, independence
of judgment safeguarding the interest of the Company and its minority shareholders and
knowledge acquired with regard to the Company's business/activities.
The performance evaluation of the Non-Independent Directors and the
Board as a whole was carried out by the Independent Directors. The performance evaluation
of the Chairman of the Company was also carried out by the Independent Directors, taking
into account the views of the Executive Directors and Non-Executive Directors. The
performance evaluation of the Independent Directors was carried out by the entire Board
excluding the Director being evaluated. The outcome of the Board Evaluation for the
Financial Year 2022- 2023 was discussed by the Nomination and Remuneration Committee and
the Board at their respective meetings held in May 2023. Qualitative comments and
suggestions of Directors were taken into consideration by Chairman of the Board and
Chairman of the Nomination and Remuneration Committee. The Directors have expressed their
satisfaction with the evaluation process. Details of the policy on evaluation of
Board's performance is available on the Company's website at www.ashramonline.in
17. Related Parties Transactions
Pursuant to the amendment in SEBI Listing Regulations, during the year
under review, Audit Committee has approved amendments to the existing Related Party
Transactions Policy of the Company including the limits that will constitute material
modification of an approved RPT, and the same is available on the Company's website,
www.ashramonline.in.
All related party transactions during F.Y. 2022 - 2023 were in the
ordinary course of business and at arm's length terms. During FY 2022 - 2023, Audit
Committee has reviewed on quarterly basis, the related party transactions of the Company
against the omnibus approval accorded by Audit Committee. During F.Y. 2022 - 2023, The
particulars of contracts or arrangements with related parties referred to in Section
188(1) and applicable rules of the Companies Act, 2013, in Form AOC-2, are provided as an “Annexure
1” to this report. Related party transactions during F.Y. 2022 - 2023, were in
compliance with the Companies Act, 2013, SEBI Listing Regulations and Accounting Standards
and are disclosed in the notes forming part of the financial statements.
Further, the Company has not entered into any other transaction of a
material nature with the Promoters, Directors, Key Managerial Personnel or their relatives
etc. that may have potential conflict with the interests of the Company.
18. Management Discussion and Analysis
In compliance with the Regulation 34 of the SEBI (Listing Obligations
and Disclosure
Requirements) Regulation, 2015, a detailed analysis of the
Company's performance is discussed in the Management Discussion and Analysis Report,
which forms part of this Annual Report. “Annexure 2”
19. Policy of Directors Appointment and Remuneration
The Nomination and Remuneration Policy is in place laying down the role
of NRC, criteria of appointment, qualifications, term / tenure, etc. of Executive
Directors & Independent Directors, annual performance evaluation, remuneration of
Executive Directors, Non-Executive/ Independent Directors, Key Managerial Personnel and
Senior Management, and criteria to determine qualifications, positive attributes and
independence of Director. NRC policy is available on the Company's website, at
www.ashramonline.in.
20. Familiarization Program for Independent Directors
As stipulated by Section 149 read with Schedule IV, Part III of the
Companies Act, 2013 and Regulation 25 of the Listing Regulations, The Company has
formulated a policy on
‘familiarization programme for independent directors'
Further, the Company also familiarizes its Independent Directors on their roles, rights,
responsibilities, nature of the industry in which the Company operates, business model of
the Company, etc. The familiarization programme for Independent Directors is disclosed on
the Company's website at www.ashramonline.in
21. Other Disclosures
During the year under review, the Company has not obtained any
registration/ license / authorization, by whatever name called from any other financial
sector regulators. 22. Number of Meetings of the Board Eight (8) meetings of the
Board of Directors of the Company were held during the year. The requisite quorum was
present for all the Meetings. The intervening gap between the Meetings was within the
period prescribed under the companies act, 2013, for detailed information on the Meetings
of the Board and its Committees, please refer to the Corporate Governance Report, which
forms part of this Annual Report.
The Companies Act, 2013 read with the relevant rules made thereunder,
now facilitates the participation of a director in board / committee meetings through
video conferencing or other audio visual mode. Accordingly, the option to participate in
Board meetings through video conferencing was made available for Directors.
23. Statutory Compliance
The Company has been adopting the policies and requirements as mandated
under various statutes to the extent and as far as possible and shall always strive to
abide by the laws and by- laws as applicable and the Board reviews periodically the
compliance reports of all applicable laws to the Company.
24. Directors' Responsibility Statement
Pursuant to the requirement of Section 134(5) of the Companies Act
2013, the Directors hereby confirm: a. That in the Preparation of Annual Financial
statements for the financial year ended 31st March 2023, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures; b. That they 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 or Loss of the Company for that period;
c. That they had taken proper and sufficient care for the maintenance
of adequate
Accounting Records in accordance with the provisions of the Act, for
safeguarding the Assets of the Company and for preventing and detecting fraud and other
irregularities; d. They have prepared the Annual Financial Statements on a Going Concern
basis.
e. That they laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and operating properly;
and f. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
25. Audit Committee
The Company has in place an Audit Committee in terms of the
requirements of the Act read with the rules made thereunder and Regulation 18 of the SEBI
Listing Regulations. The details pertaining to the same have been provided in Annexure
‘3' - Report on Corporate Governance forming part of this Report.
26. Nomination and Remuneration Committee
The Company has in place a Nomination and Remuneration Committee
(NRC) in terms of the requirements of the Act read with the rules made thereunder and
Regulation 19 of the SEBI Listing Regulations. The details of the same are given in
Annexure ‘3' - Report on Corporate Governance forming part of
this Board's
Report.
27. Stakeholders' Relationship Committee
The Company has in place a Stakeholders' Relationship Committee
(SRC) in terms of the requirements of the Act read with the rules made thereunder and
Regulation 20 of the SEBI Listing Regulations. The details of the same are given in
Annexure ‘3' - Report on Corporate Governance forming part of this Board's
Report.
28. Disclosure on Acceptance of Recommendations Made By Board
Committees
During F.Y. 2022 - 2023, various recommendations were made by the
Committees to the Board of Directors, which were all accepted by the Board, after
necessary deliberations.
29. Details of Significant and Material Orders Passed By the Regulators
or Courts / Tribunal
There are no significant or material orders passed by the Regulators or
Courts or Tribunals which impacts the going concern status of the Company and its future
operations.
30 . Corporate Governance Report
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirement set out by SEBI in order to
enhance trust of all its stakeholders. Strong & robust corporate governance practices
have facilitated your Company in standing up to the continued scrutiny of domestic &
international investors and that of various Regulatory authorities.
In compliance with the Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015, requisite Report on Corporate Governance
along with a Certificate from M/s. J V Ramanujam & Co., Chartered Accountants., and
Statutory Auditors of the company regarding compliance with the conditions of Corporate
Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2)
of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms
part of the Annual Report as “Annexure 3 & 5”
31. Particulars of Employees and Related Disclosures
The Company has not employed any individual whose remuneration falls
within the purview of the limits prescribed under the provisions of Section 197 of the
Act, read with Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended. The disclosures are annexed with as “Annexure
4”.
Having regard to the provisions of Section 136(1) read with the
relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The said information is available
for inspection at the Registered Office of the Company during working hours. Any member
interested in obtaining such information may write to the Company Secretary and the same
will be furnished free of cost
32. CFO Certification
As required under Regulation 17 (8) read with Part B of Schedule II of
SEBI Listing Regulations, Mr. Thadhalingam, the Chief Financial Officer (CFO) of the
Company certifying that the financial statements do not contain any untrue statements
represents a true and fair view of the Company affairs. Also, in terms of Regulation 33
(2) of SEBI Listing Regulations, Mr. Thadhalingam, the Chief Financial Officer
of the Company gave quarterly certification on financial results while placing the
financial results before the Board. “Annexure 6”.
33. Certificate of Non Disqualification of Directors
Certificate of Non-Disqualification of Directors (Pursuant To
Regulation 34 (3) And Schedule V Para C Clause (10) (I) of The SEBl (Listing Obligations
And Disclosure Requirements) Regulations, 2015) has been obtained From M/s. AXN Prabhu
& Associates, Mr. AXN Prabhu, Practicing Company Secretary, M.No. 3902 COP. No
11440 which forms part of this report as
“ Annexure-7”.
34. Auditors a. Statutory Auditors
M/s J. V. Ramanujam & Co, Chartered Accountants (Firm Registration
No. 02947S) were reappointed as Statutory Auditors of the Company at the 31st
Annual General Meeting (AGM) held on September 29, 2022, for a second term of five years
from the conclusion of the 31st Annual General Meeting till the Conclusion of
the 36th Annual General Meeting.
M/s J. V. Ramanujam & Co, Statutory Auditors, vide letter dated
January 10, 2023, submitted their resignation to the Board through Audit Committee, giving
the reason that majority of partners of the firm M/s J V Ramanujam & Co., Chartered
Accountants, having FRN: 002947S, had called for dissolution of the firm with effect from
January 1, 2023 and they are unable to continue as Statutory Auditors of the Company with
effect from the same date as per the required auditing standards, legal requirements and
related guidelines.
M/s Darpan & Associates, Chartered Accountants (Firm Registration
No.
016156S) were appointed as Statutory Auditor's to fill casual
vacancy caused by resignation of M/s J V Ramanujam & Co., Chartered Accountants, at
the Board meeting dated 23rd January 2023 and approved by the shareholder
through Postal ballot E-voting process for which the resolution was deemed to be
passed on 12th April 2023, till the conclusion of the ensuing Annual General
meeting. M/s Darpan & Associates, Chartered Accountants (Firm Registration No.
016156S), are willing to be appointed as the Statutory Auditors of the Company for a
period of 5 years until the conclusion of the 37th Annual General Meeting and
has given their consent. The Board recommends their appointment at the ensuing Annual
General Meeting. The Board of Directors have adopted the Auditors Report as issued by the
Statutory Auditor.
The report of the Statutory Auditor forms part of this Integrated
Report and Annual Accounts 2021 - 2022. During the year under review, the Auditors did not
report any matter under Section 143(12) of the Act, therefore no detail is required to be
disclosed under Section 134(3) (CA) of the Act.
Comment on Statutory Auditor's Report
The Auditors have expressed an unmodified opinion in their report on
the financial statements of the Company. As regards the qualification given by the auditor
in Point No. VII Annexure to Auditor Report. The Case is pending with the Honorable High
Court of Madras.
b. Secretarial Auditors
As per the provisions of Section 204 of the Companies Act, 2013 read
with corresponding Rules framed there under, M/s Lakshmmi Subramanian & Associates,,
Practising Company Secretaries, were appointed as the Secretarial Auditors of the Company
to undertake the secretarial audit for the Financial Year 2022 - 2023. The Secretarial
Audit Report issued by the secretarial auditor, Mr. P.S. Srinivasan, Associate partner
M/s. Lakshmmi Subramanian & Associates Practicing Company Secretaries bearing (CP No.
3122 ; ACS No. 1090) is annexed herewith as “Annexure - 8 ” to this
directors report.
There are no qualifications, observations, adverse remarks or
disclaimer in the said Report.
Reporting of Frauds
During the year under review, the Statutory Auditors and the
Secretarial Auditor have not reported any instances of frauds committed in the Company by
its officers or Employees, to the Audit Committee under Section 143(12) of the Companies
Act, 2013, and therefore, no details are required to be disclosed under Section 134(3) (c)
(a) of the Companies Act, 2013. c. Internal Auditors
In accordance with the provisions of Section 138 of the Companies Act,
2013, the Company has appointed M/s. V. Rajesh and Associates, Cost Accountants as
an Internal Auditor on 30.05.2022 who reports to the Audit Committee. Quarterly Internal
Audit Reports are submitted to the Audit Committee which reviews the audit reports and
suggests necessary action. d. Cost Auditors
Cost Audit and Cost Records Maintenance of cost records and requirement
of Cost Audit as prescribed under Section 148(1) of the Companies Act, 2013 read with
Companies (Cost Records and Audit) Rules, 2014 is not applicable to the business
activities carried out by your Company.
35. Internal Control System and their Adequacy
The Company has adequate system, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit (IA) function
is defined in the Internal Audit Charter. To maintain its objectivity and independence,
the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Board of Directors has laid down internal financial controls to be
followed by the Company and the policies and procedures to be adopted by the Company for
ensuring the orderly and efficient conduct of its business, including adherence to the
Company's policies, the safeguarding of 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. The Audit Committee evaluates the internal
financial control systems periodically.
36. Failure to Implement Any Corporate Action
There Were No instances where the Company failed to implement any
corporate action within the specified time limit.
37. Extract of Annual Return
The Submission of Extract of annual Return in MGT 9 is dispensed with
in terms of Companies (Management and Administration) Amendment rules, 2021 dated 5th
March, 2021. Hence the question of attaching MGT 9 with this report does not arise.
However, the Annual Return can be viewed in the website of the company www.ashramonline.in
38. Risk Management
Business Risk Evaluation and management of such risks is an ongoing
process within the organization. The Risk Management is overseen by the Audit Committee of
the Company on a continuous basis. The Committee oversees Company's process and
policies for determining risk tolerance and review management's measurement and
comparison of overall risk tolerance to established levels. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuous basis.
A Risk Management Framework is already in place and the Executive
Management reports to the Board periodically on the assessment and minimization of risks.
39. Disclosure as Per Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has adopted a policy on prevention, prohibition and
redressal of sexual harassment at the workplace in line with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal complaints committee has been set up to redress the complaints received regarding
sexual harassment at workplace. All employees including trainees are covered under this
policy.
The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the above Act. The following is the
summary of sexual harassment complaints received and disposed off during the current
financial year. Number of Complaints received: Nil Number of Complaints disposed off: Nil
40. Compliance with the Provisions of Secretarial Standards
In terms of Section 118 (10) of the Companies Act, 2013, the Company is
complying with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by Central Government. The applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'
and ‘General Meetings', respectively, have been duly complied with, by your
Company.
41. Disclosure of Shares Held By Promoters in Demat Form
The promoters of the Company hold all their shares in demat form and
has been disclosed in the Note No. II 10 (a) of the Financial Statements, forming a part
of this Annual Report.
42. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The Disclosure stipulated as under Section 134(3) of Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under: The Company is
not a Manufacturing company nor does the company has any Energy Consumption based business
other than normal consumption of Energy in Administrative Office. The company deploys all
the possible measure to conserve the energy and increase usage of green energy.
The Company is not involved in any Technological Absorption based
activities. Hence same is not reportable. The Company has not dealt in any Foreign
Exchange in any manner during the year under review. Hence the same is not reportable.
43. Code of Conduct for Directors and Senior Management Personnel
The Board adopted a Code of Conduct (the “Code”) for the
Board Members and
Senior Management Personnel of the Company. This Code helps the Company
to maintain the Standard of Business Ethics and ensure compliance with the legal
requirements, specifically under Regulation 17(3) of the Listing Regulations. The Code is
aimed at preventing any wrongdoing and promoting ethical conduct of the Board and the
Company's employees. The Code lays out the standard of conduct which is expected to
be followed by the Board Members and the designated employees in their business dealings
and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. All the Board Members and the Senior
Management personnel have confirmed compliance with the Code. The Directors and members of
Senior Management have affirmed compliance with the Code of Conduct for Directors and
Senior Management of the Company. A declaration to this effect has been signed by Mrs.
Sangita Tatia, the Whole Time Director of the Company and forms part of the Annual
Report and the website of the Company at www.ashramonline.in
44. Corporate Social Responsibility
The CSR Policy Rules are not applicable to the Company during the year
under review.
45. Vigil Mechanism
The Company has established a vigil mechanism for Directors and
employees to report their genuine concerns. For details, please refer to the Corporate
Governance Report attached to this Report and the website of the Company at
www.ashramonline.in
46. Details of One Time Settlement with Any Bank or Financial
Institution Along With the Reasons Thereof
During the year under review there was no instance of one-time
settlement with any bank or financial institution.
47. Details of Application Made or Any Proceeding Pending Under the
Insolvency and Bankruptcy Code 2016 (31 of 2016) During the Year Along With Their Status
as At the End of the Financial Year
There were no applications made nor any proceeding pending under the
insolvency and bankruptcy code, 2016 during the year.
48. Depository System
As the members are aware, the Company's shares are compulsorily
tradable in electronic form only. As on March 31, 2023, 48.11% of the Company's total
paid up capital representing 57,72,760 shares are in dematerialized form. In terms of
Regulation 40 (1) of SEBI Listing Regulations requests for effecting transfer of
securities shall be processed only if the securities are held in the dematerialized form.
Further, with effect from January 24, 2022, all requests for transmission, transposition,
issue of duplicate share certificate, claim from unclaimed suspense account, renewal /
exchange of securities certificate, endorsement, sub-division/splitting of securities
certificate and consolidation of securities certificates/folios will be processed and
mandatorily a letter of confirmation will be issued, which needs to be submitted to
Depository Participant to get credit of these securities in dematerialized form.
Shareholders desirous of using these services are requested to contact RTA of the company;
the contact details of RTA are available on the website of the Company at
www.ashramonline.in.
Further in adherence to SEBI's circular to enhance the due
diligence for dematerialization of the physical shares, the Company has provided the
static database of the shareholders holding shares in physical form to the depositories
which would augment the integrity of its existing systems and enable the depositories to
validate any dematerialization request. 49. Request to Investors a. Investors are
requested to communicate change of address, if any, directly to the registrar and share
transfer agent of the Company. b. As required by SEBI, investors shall furnish details of
their respective bank account number and name & address of the bank for incorporating
in the dividend warrants to reduce the risk to them of fraudulent encashment. c. Investors
holding shares in electronic form are requested to deal only with their respective
depository participant or change of address, nomination facility, bank account number etc.
d. Shareholders, who have multiple folios in identical names, are requested to apply for
consolidation of such folios and send the relevant share certificates to the Company.
50. General
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on these items during the
year under review: a. There are no significant material orders passed by the Regulators or
Courts or
Tribunal, which would impact the going concern status of the Company
and its future operation. However, Members attention is drawn to the Statement on
Contingent Liabilities and Commitments in the Notes forming part of the Financial
Statement. b. No fraud has been reported by the Auditors to the Audit Committee or the
Board.
There has been no change in the nature of business of the Company c.
Issue of equity shares with differential rights as to dividend, voting or otherwise. d.
Issue of shares (including sweat equity shares) to employees of the Company under any
scheme. e. There has been no change in the nature of business of the Company as on the
date of this Report. f. There were no material changes and commitments affecting the
financial position of the Company between the end of the financial year and the date of
this Report.
52. Green Initiative
Electronic copies of the Annual Report 2022-23 and the Notice of the 32nd
Annual General Meeting are sent to all members whose email addresses are registered with
the Company/RTA. The hard copy of Annual Report 2022-23 will be sent only to those
shareholders who request for the same. For members who have not registered their email
addresses, physical copies are sent in the permitted mode. In order to support Green
Initiative, the Company requests those members who have yet not registered their e-mail
address, to register the same directly with their Depository Participant, in case shares
are held in electronic form or with the RTA, in case shares are held in physical form.
51. Review & Amendments
The Board of Directors of the Company have from time to time framed and
approved various Policies in pursuance of the Companies Act, 2013 and the Listing
Agreement/ SEBI (LODR) Regulations, 2015. These Policies and Codes are reviewed by the
Board and are updated, if required.
|
The following policies have been framed and
has been disclosed on the Company's |
|
website www.ashramonline.in: |
|
Code of conduct for Directors, Senior
Management and Independent Directors Policy for prevention of sexual harassment (POSH)
Policy on determination of Materiality of Events or Information Board diversity policy
Performance evaluation policy Succession plan for the Board and Senior Management Risk
management Policy Vigil Mechanism or Whistle Blower Mechanism Policy on preservation of
documents Policy on Related Party Transaction Criteria for making payment to Non-Executive
Directors Terms and conditions for appointment of independent Directors Familiarization
Program for Independent Directors Code for prevention of Insider Trading in securities |
| 53. |
Acknowledgement |
|
The Board of Directors places on record its
sincere thanks to the Statutory Auditors, Secretarial Auditors, Internal Auditors,
Registrar and Transfer Agents, Stock Exchange, various State regulatory authorities and
overseas for their valuable guidance, support and cooperation. The Directors record their
sincere gratitude to the shareholders, esteemed customers, Suppliers and all other
well-wishers for their continued patronage. The Directors express their appreciation for
the contribution made by every employee of the company. |
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