Ashram Online.com Ltd
Directors Reports
Dear Shareholders,
Your Directors have pleasure in presenting the 31st 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 2022.
1. FINANCIAL HIGHLIGHTS
The financial results of the Company for the year ended 31st March 2022 is summarized
below:
(Rupees in lacs)
| Particulars |
Year Ended 31st March 2022 |
Year Ended 31st March 2021 |
| Income from Operations |
35.02 |
38.58 |
| Non-operating Income |
34.50 |
36.06 |
| Total Income |
69.53 |
74.64 |
| Total Expenditure |
64.31 |
135.53 |
| Profit / Loss before Depreciation, Interest and Taxation |
5.22 |
-60.89 |
| Interest & Finance Charges |
0.00 |
0.05 |
| Depreciation |
4.15 |
6.00 |
| Profit / Loss before Tax |
1.07 |
-66.94 |
| Provision for Current Taxes |
0.00 |
-0.78 |
| Provision for Deferred Taxes |
-1.97 |
0.00 |
| Profit / Loss after Tax |
3.03 |
-66.16 |
| Other Comprehensive Income |
296.85 |
8.00 |
| Transfer to Reserves |
0.00 |
0.00 |
| Balance carried to Balance Sheet |
299.88 |
-58.16 |
2. OPERATING RESULTS AND BUSINESS OPERATIONS
During the financial year 2021 - 2022, your Company has incurred a profit of Rs. 3.03
Lakhs as compared to the loss of Rs. -66.16 Lakhs incurred in previous year 2020 - 2021.
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 2021-22
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
Your Company does not propose any transfer of funds to the General Reserve. However
Board decided to retain the profit of Rs.3.03 lakhs in the Retained earnings.
6. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
Due to continuing Covid - 19 pandemic, there has been a few material changes effecting
the financial position of the company during the year. Our Online / offline sales could
not be increased during the F.Y. 2021 - 2022 and also based on the request received from
the clients / Parties, due to unprecedented financial crisis faced by them on account of
COVID - 19 pandemic, the company granted reduction in interest rate from 12%o to 9%o on
their outstanding amounts in the F.Y. 2021 - 2022.
7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
The Company has given loan of Rs. 93,16,587/- during the F.Y. 2021 - 2022 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 2021 - 2022.
8. SHARE CAPITAL AND LISTING ON STOCK EXCHANGE
| Total share capital of the Company |
The paid up Equity Share Capital as on March 31, 2022 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 2021 - 2022. |
| 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 2021 - 2022, the shares of the Company were not suspended
from trading on the stock exchange. |
9. 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
10. 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, 2022.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL, BOARD COMPOSITION AND INDEPENDENT DIRECTORS
A. Directors and Key Management Personnel
| S.no |
Name of the Director |
DIN |
Designation |
Appointment dt |
| 1. |
Mrs. Sangita Tatia |
06932448 |
Executive / Promoter/ Whole Time Director |
31.07.2014 |
| 2. |
Mr. Tatia Jain Pannalal Sampathlal |
01208913 |
Non - Executive / Non - Independent / Promoter Director |
13.11.2018 |
| 3. |
Mr. V. Ramasubramanian |
07666326 |
Non - Executive / Independent Director |
31.10.2016 |
| 4. |
Mr. M. Palanivel |
07743785 |
Non - Executive / 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.
12. 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 AGM, Mrs. Sangita
Tatia (DIN: 06932448), Director retires by rotation and being eligible, offers her selves
for re-appointment.
A detailed profile of Mrs. Sangita Tatia 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.
13. 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.
? Mrs. Sangita Tatia, Chairman and Whole Time Director
? Mr. M. Thadhalingam - Chief Financial Officer
? Mrs. Mary Belinda Jyotsna S, Company Secretary cum compliance Officer
14. 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.
15. 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 2021- 2022 was discussed by
the Nomination and Remuneration Committee and the Board at their respective meetings held
in August 2022. 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
16. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulated under
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing
Regulations) is presented in a separate section forming part of this Annual Report. -
Annexure - 2
17. 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.
18. 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
19. 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.
20. NUMBER OF MEETINGS OF THE BOARD
SIX (6) 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.
21. 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.
22. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Companies Act 2013, the Directors
hereby confirm:
? That in the Preparation of Annual Financial statements for the Financial year ended
31st March 2022, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures;
? 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;
? 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;
? They have prepared the Annual Financial Statements on a Going Concern basis.
? 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
? They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
23. AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND STAKE HOLDER'S
RELATIONSHIP COMMITTEE
The details pertaining to the composition of Audit Committee, Nomination and
Remuneration Committee and Stake Holder's Relationship Committee are included in the
Corporate Governance Report, which is part of this report.
24. DISCLOSURE ON ACCEPTANCE OF RECOMMENDATIONS MADE BY BOARD COMMITTEES
During F.Y. 2021 - 2022, various recommendations were made by the Committees to the
Board of Directors, which were all accepted by the Board, after necessary deliberations.
25. 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.
25. AUDITORS
a. STATUTORY AUDITORS
Members of the Company at the 26th AGM held on 27th September
2017, approved the appointment of M/s. J.V. Ramanujam & Co, Chartered Accountants.,
(Firm Registration No.029475) (‘JVR'), Chartered Accountants, as the statutory
auditors of the Company for a period of five years commencing from the conclusion of the
26 th AGM held on 27|09|2017 until the conclusion of 31st AGM of the Company to
be held in the year 2022.
In terms of the provisions of the Companies Act, 2013, an audit firm acting as the
statutory auditor of a company is eligible to be appointed as statutory auditors for two
terms of five years each. The first term of M/s. J.V. Ramanujam & Co, Chartered
Accountants. (Firm Registration No.029475) as statutory auditors of the Company expires at
the conclusion of the 31st AGM of the Company scheduled to be held on 29th
September, 2022. Considering their performance as auditors of the Company during their
present tenure, the Audit Committee of the Company, after due deliberation and discussion,
recommended the reappointment of M/s. J.V. Ramanujam & Co, Chartered Accountants.,
(Firm Registration No.029475) as statutory auditors of the Company for a second term of
five years to hold office from the conclusion of the 31st AGM to be held on 29th
September, 2022 through the conclusion of the 36th AGM of the Company to
be held in the year 2027. Further, the remuneration for the remaining tenure of their
second term as Statutory Auditors shall be mutually agreed between the Board of Directors
and Statutory auditor, from time to time.
The above proposal forms part of the Notice of the AGM for your approval.
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.
M/s. J.V. Ramanujam & Co, Chartered Accountants., have confirmed that they are
within the limits specified under Section 141 (3) (g) of the Companies Act, 2013 and they
are not disqualified to act as Statutory Auditors in terms of the provisions of Sections
139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.
As required under Regulation 33 (1) (d) of Listing Regulations, M/s. J.V. Ramanujam
& Co, Chartered Accountants., have confirmed that they hold a valid certificate issued
by the Peer Review Board of the Institute of Chartered Accountants of India.
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 2021 - 2022.
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 - 9
" to this directors report.
There are no qualifications, observations, adverse remarks or disclaimer in the said
Report.
c. 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.
d. 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.
e. 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.
26. INTERNAL CONTROL SYSTEM AND ADEQUACY
The Company has adequate system of internal control in place. This is to ensure that
assets are safeguarded and all transactions are authorized, recorded and correctly
reported. The internal audit function is empowered to examine the adequacy, relevance and
effective control system, compliance with policies, plans and statutory requirements. The
top management and the Audit Committee of the Board review the findings and recommend to
the Board for improvement on the same.
27. 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, certified
to the Board regarding the Financial Statements and internal controls relating to
financial reporting for the year ended 31st March, 2022.
The said Certificate forms part of this Report and is attached herewith as Annexure -
5. 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".
28. 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".
29. 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. 202 1 - 2022 were in the ordinary course of
business and at arm's length terms. During FY 2021 - 2022, 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. 2021 - 2022, 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. 2021 - 2022, 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.
30. 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.
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
(1) and (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The disclosures are annexed with as "Annexure - 4".
32. RISK MANAGEMENT
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.
33. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place a policy for prevention 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.
1. Number of Complaints received: Nil
2. Number of Complaints disposed off: Nil
34. 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.
35. MANAGEMENT DISCUSSION & ANALYSIS REPORT
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"
36. CORPORATE GOVERNANCE REPORT
Your Directors wish to reiterate your Company's commitment to the highest standards of
corporate governance 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, a 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"
37. 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.
38. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
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
39. 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
40. CORPORATE SOCIAL RESPONSIBILITY
The CSR Policy Rules are not applicable to the Company during the year under review.
41. 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.
42. 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.
43. POLICIES
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:
1. Code of conduct for Directors, Senior Management and Independent Directors
2. Policy for prevention of sexual harassment (POSH)
3. Policy on determination of Materiality of Events or Information
4. Board diversity policy
5. Performance evaluation policy
6. Succession plan for the Board and Senior Management
7. Risk management Policy
8. Vigil Mechanism or Whistle Blower Mechanism
9. Policy on preservation of documents
10. Policy on Related Party Transaction
11. Criteria for making payment to Non-Executive Directors
12. Terms and conditions for appointment of independent Directors
13. Familiarization Program for Independent Directors
14. Code for prevention of Insider Trading in securities
44. 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.
| By Order of the Board of Directors |
| For Ashram Online.Com Limited |
| Sd/- |
| Sangita Tatia |
| Chairman / Whole Time Director |
| DIN. 06932448 |
| Place: Chennai |
| Date: 01.09.2022 |