| Dear Stockholders,
The Directors have great pleasure in presenting the 23rd Annual Report
together with the Audited Accounts of your Company for the financial
year ended 31st March 2014.
1. OPERATIONS
The financial results of the Company for the year ended 31st March 2014
is summarized below:
Particulars Year ended Year ended
31st March 31st March
2014 2013
Income from Operations - -
Non-operating Income 25.11 14.22
Total Income 25.11 14.22
Total Expenditure 9.01 32.82
Profit/Loss before Depreciation 16.10 -18.60
Interest and Taxation
Interest & Finance Charges - -
Depreciation 15.91 0.10
Profit/Loss before Tax 0.19 -18.70
Provision for Current Taxes - -
Provision for Deferred Taxes - -
Profit/Loss after Tax 0.19 -18.70
Statutory Reserve - -
Balance in Profit & Loss Account -34.49 -15.80
Balance carried to Balance Sheet -34.31 -34.49
Your Company has made a Profit after tax of Rs. 0.19 lacs for the
financial year 2013 - 2014 as compared to a loss of Rs.18.70 lacs in
the previous year 2012 - 2013.
DIVIDEND
In Order to Stream line the company's Business Model, the Board of
Directors have decided not to declare any dividend for current fiscal.
The profits, retained by the company during the financial year 2013-14,
has been carried over to the Reserves and Surplus Account.
FIXED DEPOSITS
The Company has not accepted any public deposits and, as such, no
amount on account of principal or interest on public deposit was
outstanding as on date of balance sheet.
DIRECTORS
The Company has, pursuant to the provisions of clause 49 of the Listing
Agreement entered into with the Stock Exchange, has appointed Mr.
Subbarayan Ekambaram and Mr. Jethender Surchander Rao as Independent
Directors of the Company. Ms. D.Hemamalini, Director of the Company is
resigning from the position of
Directorship with effect from 05/07/2014. Ms. Sangita Tatia is
appointed as an additional director of the Company with effect from
31/07/2014, subject to the approval of the shareholders in the ensuing
Annual General Meeting. The Company has received declarations from the
appointee independent directors, that they meet the criteria of
independence, as prescribed both under sub-section (6) of Section 149
of the Companies Act 2013 and under the said clause 49. In accordance
with the provisions of section 149(4) and section 152 (5) of the
Companies Act,2013, Mr. Subbarayan Ekambaram and Mr. Jethender
Surchander Rao are being appointed as Independent Directors to hold
office as per their tenure of appointment mentioned in the Notice of
the forthcoming AGM of the Company. Mr. Pananlal Tatia Jain Sampathlal,
Director of the Company retires by rotation and being eligible, offers
himself for reappointment, in accordance with the requirements of
Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 the Directors hereby confirm that:
i) in the preparation of the Annual Accounts for the financial year
ended 31st March, 2014 the applicable Accounting Standards have been
followed and there are no material departures;
ii) they 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
the company at the end of the financial year and of the profit and loss
account of the company for that period;
iii) they have taken proper and sufficient care to the best of their
knowledge and ability 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;
iv) they have prepared annual accounts on a going concern basis.
AUDITORS
The Auditors, M/s. K. Subramanyam & Co., Chartered Accountants, Chennai
hold office up to the date of the ensuing Annual General Meeting and
are eligible for re-appointment. As required under the provisions of
Section 139 of the Companies Act, 2013, the Company has obtained
written confirmation from M/s. K. Subramanyam & Co., that their
appointment, if made, would be in conformity with the limits specified
in the said section. The Auditor has certified the Company's Compliance
of the requirements of Corporate Governance in terms of the Listing
Agreement and the same is enclosed as an annexure to the Corporate
Governance Report.
COMPANY SECRETARY
The Company is in a continues process for appointment a whole time
company secretary. The company is scouting for suitable candidate
directly and even though institute of company secretaries of India.
However the company in due course have utilized the services of
practicing company secretaries with regard to all compliances related
matters. Further the company has up to date compliance record with
stock exchange as per the listing agreement requirements.
PARTICULARS OF EMPLOYEES
Particulars of the employees of the Company who were in receipt of
remuneration, which in aggregate exceeded the limits fixed under
Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars
of Employees) Rules 1975 is not applicable to the company for the year.
2 PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (E) OF THE COMPANIES
ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE
REPORT OF BOARD OF DIRECTORS) RULES, 1988 Conservation of Energy.
The Company had taken steps to conserve energy in its office use,
consequent to which energy consumption has been minimized. Since the
company has not carried on industrial activities, disclosures regarding
impact of measures on cost of production of goods, total energy
consumption, etc., are not applicable.
Technology Absorption:-
The company has not adopted / intends to adopt any technology for its
business and hence no reporting is required to be furnished under this
heading.
Foreign Exchange Inflow & Outgo:-
Foreign Exchange inflow during the year: - Nil
Foreign Exchange outgo during the year: - Nil
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreements is presented in
a separate section forming part of the Directors Report as Annexure A.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the requirements set out
by the Securities Exchange Board of India's, Corporate Governance
Practices and have implemented all the stipulations prescribed. Report
on Corporate Governance as stipulated in Clause 49 of the Listing
Agreement is presented in a separate section forming part of the
Directors' Report as Annexure B.
EXPLANATION TO AUDITORS OBSERVATION
As regards the qualification given by the auditor in Point No. IX
Annexure to Auditor Report. The Company has filed a writ petition and
stay petition with the Honorable High Court of Madras.
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
assistance and co-operation received from the Financial Institutions,
Banks, Government Authorities, Customers and Members during the year
under review. Your Directors also wish to place on record their deep
sense of appreciation for committed and dedicated services of the
workers, staff, and officers of the Company.
BY THE ORDER OF THE BOARD
FOR ASHRAM ONLINE.COM LIMITED
Sd/-
PLACE: CHENNAI S.PANNALAL TATIA JAIN SAMPATHLAL
DATE : 22nd August 2014 CHAIRMAN CUM EXECUTIVE DIRECTOR
DIN. No. 01208913 |