66th annual report...

66th ANNUAL REPORT

2015-16

ASHOKA VINIYOGA LIMITED (CIN: L99999DL1949PLC155544)


Registered Office: 77A, Block ‐ B, Greater Kailash ‐ I, New Delhi ‐ 110 048 Email: [email protected], Phone No.: 011‐43541901

Website: www.ashokaviniyoga.co.in

CORPORATE INFORMATION

DIRECTORS Mr. Punit Jain Mr. Ashish Cahwla Mr. Karam Chand Jain Ms. Divya Kohli

CHIEF FINANCIAL OFFICER Mr. Saurabh Jain

MANAGER Mr. Santosh Agarwal

COMPANY SECRETARY Ms. Surbhi Maheshwari

BANKERS HDFC Bank Limited Punjab National Bank

AUDITORS Statutory Auditors M/s A.K. Gutgutia & Co. Chartered Accountants, New Delhi

Secretarial Auditors M/s. Nityanand Singh & Co. Company Secretaries, New Delhi

Internal Auditors M/s Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, New Delhi

SHARE TRANSFER AGENT M/s Skyline Financial Services Pvt. Ltd. D‐153 A, 1st Floor, Okhla Industrial Area, Phase ‐1, New Delhi‐ 110020

CONTENTS

Contents Page Nos.

Notice

Directors’ Report

Auditors’ Report

Balance Sheet

Statement of Profit and Loss

Cash Flow Statement

Notes to Financial Statements

Form AOC‐1

Particulars pursuant to Non‐Systematically Important Non‐Banking Financial

(Non‐Deposit Accepting or Holding) Companies Prudential Norms (Reserve

Bank) Directions, 2015

1‐11

12‐63

64‐71

72

73

74

75‐91

92

93‐95

Consolidated Auditor’s Report

Consolidated Balance Sheet

Consolidated Statement of Profit and Loss

Consolidated Cash Flow Statement

Consolidated Notes to Financial statements

96‐102

103

104

105

106‐121

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NOTICE

Notice is hereby given that the 66th (Sixty Sixth) Annual General Meeting of the Company will be held on Thursday, September 29, 2016 at 12:30 P.M. at 10, Daryaganj, New Delhi‐110 002, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements (including consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2016 together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint Statutory Auditors of the Company to hold the office from the conclusion of this Meeting until the conclusion of the next (67th) Annual General Meeting and to fix their remuneration and in this regard to consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, as amended from time to time, M/s A.K. Gutgutia & Co., Chartered Accountants (FRN 000012N), the retiring Auditors, be and is hereby appointed as Statutory Auditors of the Company to hold office from the Conclusion of this Annual General Meeting (AGM) till the conclusion of next (67th) AGM to be held in 2017, at such remuneration, as may be approved by the Board of Directors.”

M/s A.K. Gutgutia & Co., Chartered Accountants, New Delhi the retiring Statutory Auditors of the Company are eligible and willing to be appointed.

SPECIAL BUSINESS:

3. To appoint Mr. Punit Jain (DIN: 00004327) as Director and in this regard to consider and, if

thought fit, to pass, the following Resolution as an Ordinary Resolution: ‐

“RESOLVED THAT pursuant to the provisions of Sections 160 and any other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the rules made thereunder or any Statutory modification(s) or re‐enactment thereof and as per the regulations of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, Mr. Punit Jain (DIN: 00004327), who was appointed as an Additional Director of the Company by the Board of Directors at its Meeting held on June 6, 2016 in terms of Section 161 of the Act read with Articles of Association of the Company and who holds office upto the date of this Annual General Meeting and in respect of whom a Notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company has been received, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

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4. To appoint Ms. Divya Kohli (DIN: 07503218) as Director and in this regard to consider and, if

thought fit, to pass, the following Resolution as an Ordinary Resolution: ‐

“RESOLVED THAT pursuant to the provisions of Sections 160 and any other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the rules made thereunder or any Statutory modification(s) or re‐enactment thereof and as per the regulations of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, Ms. Divya Kohli (DIN: 07503218), who was appointed as an Additional Director of the Company by the Board of Directors at its Meeting held on May 30, 2016 in terms of Section 161 of the Act read with Articles of Association of the Company and who holds office upto the date of this Annual General Meeting and in respect of whom a Notice in writing from a Member under Section 160 of the Act proposing her candidature for the office of Director of the Company has been received, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

5. To approve the appointment of Mr. Santosh Agarwal as Manager of the Company and in this regard to consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203, Schedule V and any other applicable provisions, if any, of the Companies Act, 2013 (the Act) or any statutory modification(s) or re‐enactment thereof and subject to the approval of Ministry of Corporate Affairs, Government of India, if required, the Company hereby approves the appointment of Mr. Santosh Agarwal, as ‘Manager’ of the Company for a period of 3 (three) years effective from May 30, 2016 at a Gross Remuneration of Rs. 12,000/‐ (Rupees Twelve Thousand Only) per annum and on such other terms and conditions as mentioned in the Letter of Appointment. RESOLVED FURTHER THAT the appointment of Mr. Santosh Agarwal as a Manager of the Company shall at all times be under the supervision and control of the Board. RESOLVED FURTHER THAT the Board of Directors, which term shall include Committees (s) of the Board be and is hereby authorized to alter, and vary from time to time during the current tenure of appointment of Mr. Santosh Agarwal, the terms and conditions and/or Remuneration in such a manner as in the best interest of the Company, in accordance with the laws from time to time in force and acceptable to Mr. Santosh Agarwal, provided that the Remuneration after such alteration shall not exceed the limits prescribed under Schedule V of the Companies Act, 2013. RESOLVED FURTHER THAT all Directors of the Company be and are hereby severally authorized to do all such acts and deeds as may be necessary, expedient or desirable, in order to give effect to this Resolution or otherwise as considered by them to be best Interest of the Company.”

By Order of the Board For Ashoka Viniyoga Limited

Sd/‐

Surbhi Maheshwari Place: New Delhi (Company Secretary) Date: August 3, 2016 (M. No. A35883) Regd. Office: 77A, Block‐B, Greater

Kailash‐I, New Delhi‐110048

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NOTES: 1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to

the Special Business to be transacted at the Meeting is annexed hereto.

2. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 and Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, shall be kept open for inspection at the venue of Annual General Meeting of the Company.

3. Proxy:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The proxies, in order to be effective, must be duly filled, signed, stamped and deposited at the Registered Office of the Company not later than 48 hours before the commencement of the Meeting. A blank proxy form is annexed to the Annual Report.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company. Members/Proxies/Authorized Representatives should bring the duly filled Attendance Slip enclosed herewith to attend the meeting.

4. Corporate Members intending to send their authorized representatives to attend the Meeting

are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

5. Members are requested to bring their attendance slip along with their copy of Annual Report to

the Meeting. Copies of the Annual Report will not be distributed at the Meeting. 6. All documents referred to in accompanying Notice are open to inspection at the registered office

of the Company on all working days between 11.00 A.M. to 1.00 P.M. up to the date of ensuing AGM.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order

of names will be entitled to vote.

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8. Members holding shares in the physical form are requested to notify/send the following to the Registrar and Transfer Agent (RTA) of the Company at D‐153, 1st Floor, Okhla Industrial Area, Phase‐I, New Delhi‐110020:‐

i. Their email id, in case the same has not been sent earlier, for the purpose of receiving the

communication electronically. ii. Any change in their address. 9. Notice of Annual General Meeting will be sent to those shareholders, whose name will appear in

the register of the members/ beneficiary owners as at closing hours of business on August 24, 2016. The Notice of the AGM along with the Annual Report 2015‐16 is being sent by electronic mode to those Members whose e‐mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e‐mail addresses, physical copies are being sent by the permitted mode.

10. Book Closure:

The Register of Members and Share Transfer Register of the Company will remain closed from Monday, 26th day of September, 2016 to Thursday, 29th day of September, 2016 (both days inclusive).

11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Income Tax

Permanent Account Number (PAN) mandatory by every participant in securities market. Members holding shares in electronic form are requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company/RTA.

12. Members, who still hold the shares of the Company in physical form, are advised to contact their Depository Participant (DP) for dematerialization of their holding, to avail the various advantages offered by the Depository System. The Company’s ISIN No. is INE366F01016.

13. Members are requested to advise any change in their address immediately to the

Company/RTA/Depository Participant.

14. As per the provisions of Section 72 of the Act, Members holding shares in physical form can avail of the Nomination Facility by sending duly filled Form SH‐13 (in duplicate) and other required documents to the Company. In case of Shares held in Electronic Form, the nomination has to be lodged with your Depository Participant (DP) directly.

15. Voting through Electronic Means

In compliance with the provisions of Section 108 and other applicable provisions, if any of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014 as amended, Standard 2 of the Secretarial Standards on general Meeting and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”), the Company is pleased to provide its Members, facility to exercise their right to vote on resolutions proposed to be considered at the 66th Annual General Meeting (AGM) by electronic means and the business may be transacted through e‐Voting Services. The facility of casting the votes by the members using

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an electronic voting system from a place other than venue of the AGM (“remote e‐voting”) will be provided by Central Depository Services (India) Limited (CDSL). a. The facility for voting through polling paper shall also be available at the venue of the Meeting

and the Member attending the meeting who has not already cast their vote by remote e‐voting shall be able to exercise their right at the meeting. Members who have cast their vote by remote e‐voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

b. The process and manner for remote e‐voting are as under: (i) The remote e‐voting period commences on Monday, 26th September 2016 (9.00 a.m. IST) and ends on Wednesday, 28th September, 2016 (5.00 p.m. IST). During this period, Member of the Company, holding shares either in physical form or in dematerialized form as on the Cut‐off date i.e. 22nd September, 2016 may cast their vote electronically. The e‐voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast and confirmed by the Member, he shall not be allowed to change it subsequently.

The instructions for e‐voting are as under: Login to E‐Voting Website

(i) Log on to the e‐voting website www.evotingindia.com (ii) Click on “Shareholders” tab. (iii) Login with the following details in the appropriate boxes:

a. For CDSL: 16 digits beneficiary ID, b. Members holding shares in Physical Form should enter Folio Number registered with the

Company.

(iv) Next enter the Image Verification as displayed and Click on Login. (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used. (vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha‐numeric *PAN issued by Income Tax

Department (Applicable for both demat shareholders as well as physical

shareholders)

Members who have not updated their PAN with the Company/

Depository Participant are requested to use the the first two letters

of their name and the 8 digits of the sequence number in the PAN

field. Sequence number is printed on covering letter enclosed with

the Annual Report.

In case the sequence number is less than 8 digits enter the applicable

number of 0’s before the number after the first two characters of the

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name in CAPITAL letters. Eg. If your name is Ramesh Kumar with

sequence number 1 then enter RA00000001 in the PAN field

DOB Enter the Date of Birth as recorded in your demat account with the

depository or in the company records for your folio in dd/mm/yyyy

format

Bank

Account

Number

(DBD)

Enter the Bank Account Number as recorded in your demat account with

the depository or in the company records for your folio.

Please Enter the DOB or Bank Account Number in order to Login.

If both the details are not recorded with the depository or company then please enter the member‐id / folio number in the Bank Account Number details field as mentioned in above instruction (iii).

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then directly reach the Company selection

screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e‐voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(ix) For Members holding shares in physical form, the details can be used only for e‐voting on

the resolutions contained in this Notice.

(x) Click on the EVSN for the Ashoka Vinioyga Limited on which you choose to vote.

(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A

confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your

vote.

(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvi) If Demat account holder has forgotten the changed password then enter the User ID and the

image verification code and click on Forgot Password & enter the details as prompted by the system.

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(xvii) Shareholders can also cast their vote using CDSL’s mobile app m‐Voting available for android based mobiles. The m‐Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xviii) Note for Non – Individual Shareholders and Custodians

Non‐Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

16. In case you have any queries or issues regarding e‐voting, you may refer the Frequently Asked

Questions (“FAQs”) and e‐voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact the undersigned:

Name: Mr. Rakesh Dalvi Designation: Deputy Manager Address: 16th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400001. Email id: [email protected] Phone number: 18002005533

17. Institutional Members/Bodies Corporate (i.e. other than individuals, HUF, NRI etc.) are required

to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. together with attested specimen signature of the duly authorized signatory (ies) who are authorized to vote through e‐mail at [email protected] with a copy marked to [email protected] on or before September, 28, 2016 up to 05.00 pm. without which the vote shall not be treated as valid.

18. Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut‐off date i.e. September 22, 2016 may follow the same instructions as mentioned above for e‐Voting and any receipt of notice by a person who has no voting rights as on the aforesaid date should treat the same as intimation only.

19. Mr. Nityanand Singh (Nityanad Singh & Co.), Practicing Company Secretary (Membership No. FCS

2668, COP No. 2388), who is willing to be appointed as Scrutinizer, has been appointed as the Scrutinizer to conduct the e‐voting process in a fair and transparent manner.

20. The Scrutinizer shall, immediately after the conclusion of voting at the General Meeting, first

count the votes cast at the meeting, thereafter unblock the votes cast through remote e‐voting in the presence of atleast two witnesses not in the employment of the Company and make, not later than three days of conclusion of the meeting, a Consolidated Scrutinizer’s Report of the

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total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same.

21. The results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s

website www.ashokaviniyoga.co.in and on the website of CDSL www.evoting.cdsl.com within three days from the date of AGM after the results declared by the Chairman on receipt of the consolidated Scrutinizer’s Report from the Scrutinizer. The results shall simultaneously be communicated to the Stock Exchange.

22. Subject to requisite number of votes, the resolutions shall be deemed to be passed on the date of the meeting i.e, September 29, 2016.

23. The route map showing directions to reach the venue of the 66th AGM is annexed to this Notice.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice: Item No. 4 The Board of Directors of the Company on the recommendation of Nomination & Remuneration Committee and in pursuance to the provisions of Section 152 and 161 of the Companies Act, 2013 (the “Act”) and the Articles of Association of the Company and subject to the shareholders’ approval, had appointed Mr. Punit Jain (DIN: 00004327) as an Additional Director of the Company effective June 6, 2016 and who holds office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from a Member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mr. Punit Jain for the office of Director of the Company.

In the opinion of the Board, Mr. Jain is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director. Brief Profile of Mr. Jain:

Name of Directors recommended for reappointment

Mr. Punit Jain (DIN: 00004327)

Date of Birth 24/02/1958

Qualification Master Degree in commerce and Post Graduate Diploma in Sales & Marketing in Public Relations

Experience Around 32 years and above in Marketing

Terms and Conditions of Re‐appointment

Appointed as Director of the Company, liable to retire by rotation.

Remuneration last drawn N.A.

Remuneration proposed to be paid N.A.

Date of Appointment June 6, 2016

Shareholding in the Company, if any None

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Relationship with other Directors/Manager/KMP’s

None

No. of Board Meeting attended during the year

N.A.

List of Companies in which Directorships held

1. Bharat Nidhi Limited 2. Times Centre for Media and Management

Studies 3. Times School of Journalism 4. Times School of Marketing & Management

Membership/Chairmanships of Committees of Board of other Companies

1. Member of Stakeholder’s Relationship Committee of Bharat Nidhi Limited

Mr. Punit Jain is interested in the Resolution set out at Item No. 4 of the Notice with regard to his appointment.

The relatives of Mr. Jain may be deemed to be interested in the Resolution set out at Item No. 4 of the Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, "financially or otherwise, in the Resolution.

The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the shareholders. Item No. 5 The Board of Directors of the Company on the recommendation of Nomination & Remuneration Committee and in pursuance to the provisions of Section 152 and 161 of the Companies Act, 2013 (the “Act”) and the Articles of Association of the Company and subject to the shareholders’ approval, had appointed Ms. Divya Kohli (DIN: 07503218) as an Additional Director of the Company effective May 30, 2016 and who holds office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from a Member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Ms. Divya Kohli for the office of Director of the Company.

In the opinion of the Board, Ms. Kohli is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director. Brief Profile of Ms. Kohli:

Name of Directors recommended for reappointment

Ms. Divya Kohli (DIN: 07503218)


Qualification Commerce Graduate and Associate Member of Institute of Company Secretaries of India

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Experience Around 5 years in Corporate Secretarial matters

Terms and Conditions of Re‐appointment Appointed as Director of the Company, liable to retire by rotation.


Remuneration proposed to be paid N.A.

Date of Appointment May 30, 2016



None


N.A.


NIL


NIL

Ms. Divya Kohli is interested in the Resolution set out at Item No. 5 of the Notice with regard to her appointment.

The relatives of Ms. Kohli may be deemed to be interested in the Resolution set out at Item No. 5 of the Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, "financially or otherwise, in the Resolution.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the shareholders. Item No. 6 The Board of Directors of the Company on the recommendation of Nomination & Remuneration Committee and in pursuance to the provisions of Section 196, 197, 203 and rules made thereunder and Schedule V to the Act and subject to the Shareholders approval, had appointed Mr. Santosh Agarwal as Manager of Company for a period of 3 (three) years effective May 30, 2016 and on such Remuneration and terms and conditions as mentioned in the Letter of Appointment. The Terms of appointment of Mr. Santosh Agarwal as Manager is recommended for Shareholders approval under Section 196 and section 197 read with Schedule V to the Act. Brief Resume of Mr. Agarwal is as under‐

Name of Manager appointed Mr. Santosh Agarwal


Qualification Commerce Graduate

Experience overall 26 years of experience in Accounts

Terms and conditions of As per the Appointment Letter dated May 30, 2016

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appointment

Remuneration Sought to be paid 12,000 P.A.


Date of Appointment May 30, 2016



None


N.A.


NIL


NIL

The Directors in compliance with the provisions of Section 196, 197, 203 and Schedule V of the Act, recommend the proposed Resolution to the Members to be passed as an Ordinary Resolution. Mr. Santosh Agarwal and his relatives to the extent of their Shareholding in the Company, if any, are interested in the Resolution set out at Item No. 6 of the Notice with regard to his appointment in the Company. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested, financially or otherwise, in the Resolution. The Appointment Letter setting out the terms of appointment shall be kept for inspection by the Members during the office hours at the Registered Office of the Company and at the venue of the Annual General Meeting. The Board recommends the Ordinary resolution set out at Item No. 6 of the Notice for approval by the Shareholders.

By Order of the Board For Ashoka Viniyoga Limited

Sd/‐

Surbhi Maheshwari Place: New Delhi (Company Secretary) Date: August 3, 2016 (M. No. A35883)

Regd. Office: 77A, Block‐B, Greater Kailash‐I, New Delhi‐110048

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DIRECTORS’ REPORT

TO THE MEMBERS Your Directors are pleased to present their 66th (Sixty Sixth) Annual Report together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31st March, 2016. 1. FINANCIAL RESULTS The Financial Results of the Company during the Financial Year ended on 31st March, 2016 are as under: (Amount in Rs.)

Particulars Standalone

March 31, 2016 March 31, 2015

Total Income 11,93,40,918 12,00,55,018

Total Expenditure 5,09,65,406 4,88,90,399

Profit before Tax 6,83,75,512 7,11,64,619

Less: Provision for Taxation Current Tax Deferred Tax Prior Period Tax adjustments

2,68,104 6,72,912

1,297

16,62,889‐64,688

‐

Profit after Tax 6,74,33,199 6,95,66,418

Add: Balance brought forward from previous Year 26,45,35,817 20,88,82,699

Balance available for Appropriation 33,19,69,016 27,84,49,117

Less: ‐Amount transferred to Special Reserve u/s 45‐IC of Reserve Bank of India Act, 1934 ‐Interim Dividend on Equity Shares (including tax on dividend)

1,34,86,600

25,12,82,702

1,39,13,300

‐

Balance Surplus Carried forward to Balance Sheet 6,71,99,714 26,45,35,817

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS A. On Standalone basis:

• Total Income for the year was decreased by 0.59 % to Rs. 11,93,40,918/‐ as compared to Rs.

12,00,55,018/‐ in 2015; • Net sales for the year was Rs. 4,78,10,970 /‐ as compared to Rs. 4,73,25,915/‐ in 2015, a growth

of 1.02%; • Profit before tax for the year was Rs. 6,83,75,512 /‐ as compared to Rs. 7,11,64,619/‐ in 2015;

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• Profit after tax for the year was Rs. 6,74,33,199/‐ as compared to Rs. 6,95,66,418/‐ in 2015. B. On Consolidated basis:

Total Income for the year was increased by 0.59 % to Rs. 11,89,49,922 /‐ as compared to Rs. 11,96,64,022/‐ in 2015;

• Net sales for the year was Rs. 4,78,10,970 /‐ as compared to Rs. 4,73,25,915/‐ in 2015, a growth of 1.02%;

• Profit before tax for the year was Rs. 6,79,84,516/‐ as compared to Rs. 7,07,73,623 /‐ in 2015; • Profit after tax for the year was Rs. 6,70,42,203 /‐ as compared to Rs. 6,91,75,422 /‐ in 2015. The Company is engaged in the business of distribution of newspaper “The Times of India (NIE edition)” to various schools/ educational institutions. Apart from this, the Company has been investing in Debt based mutual funds and other safe avenues from time to time. 3. DIVIDEND The Board of Directors during the year under review, declared an interim dividend of Rs. 325/‐ on each fully paid equity shares of Rs. 10/‐. The total outgo on account of dividend for the current year amounts to Rs. 2512.82 Lakhs, including dividend distribution tax of Rs. 425.02 Lakhs. 4. RESERVES

During the year under review, your Company has transferred Rs. 1,34,86,600/‐ to Special Reserve under section 45IC of the RBI Act, 1934.

5. SHARE CAPITAL

The Paid Up Equity Share Capital as on March 31, 2016 was Rs. 64,24,000/‐. During the year under review, the Company has not issued any further Share Capital. 6. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any Public Deposits and your Board of Directors have also passed the necessary Resolution for non‐acceptance of any Public Deposits during the Financial Year 2016‐17. The Company has also complied with the applicable provisions of “Non‐Systemically Important Non‐Banking Financial (Non‐Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015”.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

During the Financial Year 2015‐16, there were no Loans or Guarantees given by the Company under section 186 of the Companies Act, 2013. The details of Investments held by the Company as on March 31, 2016 in Mutual Fund units and Equity Shares etc. including investments covered under Section 186 of the Companies Act, 2013 are given in Note No. 9 (Non‐ Current Investments) and Note No. 12 (Current Investments) in the Notes to the Financial Statements.

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8. DIRECTORS & KEY MANAGERIAL PERSONNEL

8.1 Changes in Directors and Key Managerial Personnel

During the period under review, the following Directors ceased to hold the directorship in the Company as per the following details:

The Board places on record its deep gratitude for the services rendered by them during their tenure as Members of the Board of the Company. During the period under review, Your Board of Directors in pursuance to the provisions of Section 152, 161 and other applicable provisions of the Companies Act, 2013 and as per the regulations of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, Ms. Divya Kohli (DIN: 07503218) and Mr. Punit Jain (DIN: 00004327) were appointed as an Additional Directors of the Company effective May 30, 2016 and June 6, 2016 respectively. They hold their respective offices upto the date of this Annual General Meeting. Notice(s) in writing have been received from Members of the Company along with the requisite deposit signifying their intention to propose the name of the aforesaid Directors as the candidate for the office of Directors of the Company. The Shareholders in the sixty fifth Annual General Meeting (AGM) of the Company approved the appointment of Mr T.N. Rajeev as the Manager of the Company effective May 01, 2015. Mr T.N. Rajeev ceased to be the Manager of the Company effective February 15, 2016. The Board places on record its deep appreciation for the valuable contribution made by them during their tenure as Manager of the Company.

The Board of Directors at its meeting held on May 30, 2016 subject to the approval by Shareholders at 66th AGM has appointed Mr. Santosh Agarwal as the Manager of the Company, effective May 30, 2016. Further, Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, None of the Directors of the Company are liable to retire by rotation at the ensuing AGM. The Board of Directors of the Company recommends the appointment of Mr. Punit Jain and Ms. Divya Kohli as Directors of the Company, liable to retire by rotation and appointment of Mr. Santosh Agarwal as Manager of the Company.

8.2 Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing obligation and disclosure Requirements) Regulations, 2015.

S.No. Name of the Director Date of Resignation

1. Mr. Ashok Sen May 30, 2016

2. Mr. Ashok Talwar June 6, 2016

3. Ms. Rachna Burman June 13, 2016

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8.3 Board Evaluation The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, individual Directors and Independent Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligation and disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee (“NRC”) reviewed the performance of the Individual Directors and Board as a whole on the basis of the criteria specified in Board Evaluation Mechanism (Mechanism). The board the reviewed the Mechanism in its Meeting held on October 28, 2015 and found it’s satisfactory. The Board based on the recommendations of NRC and criteria specified in the Mechanism evaluated performance of Individual Directors on the Board. The Board also evaluated the performance of various Committees and Board as a whole taking into account inputs received from individual Directors/ Committee members and criteria specified in the Mechanism. The Independent Directors in their separate meeting which was later noted by Board of Directors evaluated the performance of Non‐Independent Directors and performance of the Board as a whole. 8.4 Number of Meetings of the Board of Directors

During the year under review, Seven Meetings of Board of Directors were duly convened and held. The gap between any two Board Meetings did not exceed 120 days. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. As per the provisions of Section 149 of the Companies Act, 2013 (the Act) read with Schedule IV (Code for Independent Directors) and as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company are required to hold atleast one meeting in every Year, without the attendance of Non‐Independent Directors and Members of the Management. During the year, one Meeting of Independent Directors of the Company was held on January 27, 2016 under the Chairmanship of Mr. Ashish Chawla, Independent Director. 8.5 Familiarization Programme for Independent Directors The Independent Directors are provided with necessary documents/articles/reports /presentations to enable them to familiarize with the Company’s procedures and practices to understand its business in depth and contribute to the Company. The details of such familiarization programme for Independent Directors are put on the Website of the Company and can be accessed at http://ashokaviniyoga.co.in/CT/bnl/files/2/AVL_FP.pdf 9. BUSINESS RISK MANAGEMENT Your Company has process in place to identify and assess business risks and opportunities in the form of a Risk Management Policy. The Board of Directors annually review the Risk Management Policy of the Company. The Policy was last reviewed and modified by the Board of Directors at its Meeting held on October 28, 2015.

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The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro‐active approach in reporting, evaluating and resolving risks associated with the business. 10. COMMITTEES OF THE BOARD

10.1 Audit Committee

The Board reconstituted Audit Committee at its Meeting held on May 30, 2016. The Composition of the Committee is as per the following particulars:

S. No. Name of the Member Category

1. Mr. Karam Chand Jain Non‐Executive & Independent Director

2. Ms. Divya Kohli Non‐Executive Director

3. Mr. Ashish Chawla Non‐Executive & Independent Director

Mr. Ashok Talwar ceased to be the Member of the Committee w.e.f. May 30, 2016. All the recommendations made by the Audit Committee are accepted by the Board. 10.2 Nomination & Remuneration Committee

The Board reconstituted Nomination & Remuneration Committee at its Meeting held on May 30, 2016. The Composition of the Committee is as per the following particulars:

S. No. Name Category




Mr. Ashok Talwar and Ms. Rachna Burman ceased to be the Member of the Committee w.e.f. May 30, 2016. Nomination and Remuneration Committee has formulated the Nomination and Remuneration & Board Diversity Policy, inter alia, for appointment and remuneration of the directors, key managerial personnel and other employees. The policy has been approved by the Board. The said Policy is attached herewith as Annexure I. 10.3 Stakeholder’s Relationship Committee

The Board reconstituted Stakeholders Relationship Committee at its Meeting held on June 6, 2016. The Composition of the Committee is as per the following particulars:


1 Mr. Punit Jain Non‐Executive Director

2 Mr. Ashish Chawla Non‐Executive & Independent Director

3 Ms. Divya Kohli Non‐Executive Director

Mr. Ashok Sen and Ms. Rachna Burman ceased to be the Member of the Committee w.e.f. May 30, 2016 and June 6, 2016.

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11. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the period under review, Shantiniketan Estates Ltd. ceased to be Associate Company of the Company. No other Company has ceased to be/become Subsidiary/Joint Ventures/Associate Company of the Company. The Company is having following Companies as its Associate Companies at the year end: 1. Camac Commercial Co. Ltd. 2. Combine Holding Ltd. 3. P N B Finance & Industries Ltd. 4. Artee Viniyoga Ltd. 5. Bennett Advisory Services Ltd. 6. Nandravrat Properties & Developers Ltd. 7. Vasuki Properties Ltd. The Company is consolidating its Financial Results with the Associate Companies for the Financial Year ended March 31, 2016. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC‐1 is attached to the financial statements of the Company. As per Section 134 of the Act, contribution of above associates to the overall performance of the company during the period under report.

Particulars Holding (Consolidatedfigures)

Subsidiary/Associate/JV % of contribution to the overall performance

Turnover 11,89,49,922 0 0

Net Profit before Taxation (PBT)

6,70,42,203 0 0

Profit/(Loss) after Taxation (PAT)

17,78,05,582 11,07,63,379 62.29%

12. AUDITORS & AUDITORS REPORT

12.1 Statutory Auditors

M/s. A. K. Gutgutia & Co. (FRN 000012N), Chartered Accountants, the Statutory Auditors of the Company holds the office until the conclusion of 66th Annual General Meeting (AGM) and, they being eligible are recommended for re‐appointment as Statutory Auditors of the Company from the conclusion of 66th AGM till the conclusion of 67th AGM to be held in the year 2017. The Company has received a Certificate from them to the effect that their appointment, if made, would be as per the requirements specified under Section 139 & 141 of the Act and the Rules framed thereunder for reappointment as Auditors of the Company. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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The Notes on Accounts read with the Auditors’ Reports are self‐explanatory and therefore, do not call for any further comments or explanations. The Auditor’s Report does not contain any qualification, reservation or adverse remark. 12.2 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Nityanand Singh & Co., (CP No. 2388) a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for Financial Year 2015‐16. The Secretarial Audit Report is annexed herewith as “Annexure II”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO Provisions relating to disclosure of particulars with respect to Conservation of Energy are not applicable on the Company and it has no information to be published regarding Technology Absorption. Further, the Company has not carried on during the year under review, any activity relating to exports and has not used or earned any foreign exchange.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard its assets and protect them from loss, unauthorized use or disposition. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. 15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013, with regard to Corporate Social Responsibility (CSR) are at present not applicable on the Company. 16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to provision of Section 177 of the Companies Act, 2013 and rule framed thereunder and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established Whistle Blower Policy/Vigil Mechanism for directors and employees to report their genuine concerns. The Whistle Blower Policy/Vigil Mechanism is available at the website of the Company and can be accessed at http://ashokaviniyoga.co.in/CT/bnl/files/2/AVL_Vigil.pdf 17. CORPORATE GOVERNANCE

As per Regulation 27 of SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report, attached at Annexure III.

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18. PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES All Related Party Transactions that were entered into by the Company during the financial year were in the ordinary course of business. There are no material significant related party transactions made by the Company with Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. However, Particulars of Related Party Transactions entered into in pursuance to Accounting Standard‐ 18 as notified in the Companies (Accounting Standards) Rules, 2006 are given under Note 25 to the Financial Statements. The policy on Related Party Transactions is available at the website of the Company i.e. www.ashokaviniyoga.co.in and can be accessed at http://ashokaviniyoga.co.in/CT/bnl/files/2/AVL_RPP.pdf 19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are no orders passed by the Regulators / Courts/Tribunals, which would impact the going concern status of the Company and its future operations. 20. PARTICULARS OF EMPLOYEES

The Company has no employee in respect of whom the statement under Section 197 of the Act is required to be furnished. Other details as per Section 197(12) of the Act are attached herewith as “Annexure – IV”. 21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY There are no material changes and commitments affecting the financial position of the Company. 22. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act, that: (a) in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2015, the

applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2014‐15 and of the profit and loss of the Company for that period;

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(c) the Directors has taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis; (e) the Directors, had laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and were operating effectively; and. (f) the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

(g) there were no frauds reported by the Auditors in respect of Financial Year 2015‐16 (Sec 134 (ca))

23. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT‐9 is annexed herewith as “Annexure V”. 24. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report (MDA) for the year under review, as stipulated under Regulation 34(2) (e) of SEBI Listing Regulations, annexed herewith as Annexure VI 25. ACKNOWLEDGEMENT

Your Board of Directors takes this opportunity to convey their gratitude and sincere thanks for the co‐operation & assistance received from the stakeholders, various Government Departments and Banks. The Board acknowledges your confidence and continued support and looks forward for the same in future as well.

By Order of the Board of Directors For ASHOKA VINIYOGA LIMITED

Sd/‐ Sd/‐ (Divya Kohli) (Ashish Chawla)

Director Director (DIN: 07503218) (DIN: 02756547)

9A/46 WEA, Block 9A, C8/207A, Block C‐8, Kabir Road Wea, Karol Bagh, Keshav Puram, New Delhi‐110005 New Delhi‐110035

Place: New Delhi Dated: 03.08.2016

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NOMINATION AND REMUNERATION & BOARD

DIVERSITY POLICY OF

ASHOKA VINIYOGA LIMITED

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NOMINATION AND REMUNERATION & BOARD DIVERSITY POLICY

I. PREAMBLE

Pursuant to Section 178 of the Companies Act, 2013 (the Act) and Clause 49 of the Listing

Agreement, the Board of Directors of every Listed Company shall constitute the Nomination and

Remuneration Committee. The Company has constituted the Nomination & Remuneration

Committee comprising of 3 non‐executive Directors out of which two are Independent Directors.

Section 178 of the Act provides that the Committee shall recommend to the Board a policy, relating

to the remuneration for the Directors, Key Managerial Personnel and other employees, and the

Committee shall also formulate the criteria for determining qualifications, positive attributes and

independence of a director. Further pursuant to the Clause 49 of the Listing agreement, a policy on

Board Diversity is also to be adopted.

This Committee and the Policy is formulated in compliance with Section 178 of the Companies Act,

2013 read along with the applicable rules thereto and Clause 49 of the Listing Agreement.

II. OBJECTIVE

The Key Objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel

and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the

Board for further evaluation.

c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel

and Senior Management.

III. DEFINITIONS

“Board” means Board of Directors of the Company.

“Company” means “Ashoka Vinioyga Limited.”

“Independent Director” means a director referred to in Section 149 (6) of the Companies Act,

2013.

“Key Managerial Personnel” (KMP) means

a) Chief Executive Officer or the Managing Director or the Manager,

b) Company Secretary,

c) Whole‐time Director,

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d) Chief Financial Officer and

e) Such other officer as may be prescribed.

“Nomination and Remuneration Committee” shall mean a Committee of Board of Directors of

the Company, constituted in accordance with the provisions of Section 178 of the Companies

Act, 2013 and the Listing Agreement.

“Policy or This Policy” means, “Nomination and Remuneration & Board Diversity Policy”

“Remuneration” means any money or its equivalent given or passed to any person for services

rendered by him and includes perquisites as defined under the Income‐tax Act, 1961.

“Senior Management” means personnel of the Company who are members of its core

management team excluding Board of Directors. This would include all members of

management one level below the executive directors, including all the functional heads.

IV. INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned to them in the

Companies Act, 2013, Listing Agreement and/or any other SEBI Regulation(s) as amended from time

to time.

V. GUIDING PRINCIPLES

The Policy ensures that:

The level and composition of remuneration is reasonable and sufficient to attract, retain and

motivate Directors of the quality required to run the Company successfully

Relationship of remuneration to performance is clear and meets appropriate performance

benchmarks and

Remuneration to Directors, Key Managerial Personnel and Senior Management involves a

balance between fixed and incentive pay reflecting short and long term performance objectives

appropriate to the working of the Company and its goals.

VI. ROLE OF THE COMMITTEE

The role of the Committee inter alia will be the following:

1. To identify persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down and to recommend to the Board their

appointment and/ or removal.

2. To carry out evaluation of every director's performance.

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3. To formulate the criteria for determining qualifications, positive attributes and independence of a

director, and recommend to the Board a policy, relating to the remuneration for the directors, key

managerial personnel and other employees.

4. To formulate the criteria for evaluation of Independent Directors and the Board.

5. To recommend/review remuneration of the Managing Director(s) and Whole‐time Director(s) based

on their performance and defined assessment criteria.

6. To devise a policy on Board diversity.

7. To carry out any other function as is mandated by the Board from time to time and / or enforced by

any statutory notification, amendment or modification, as may be applicable.

8. To perform such other functions as may be necessary or appropriate for the performance of its

duties.

VII. MEMBERSHIP

a) The Committee shall comprise at least three (3) Directors, all of whom shall be non‐executive

Directors and at least half shall be Independent.

b) The Board shall reconstitute the Committee as and when required to comply with the provisions of

the Companies Act, 2013 and applicable statutory requirement.

c) Minimum two (2) members shall constitute a quorum for the Committee Meeting.

d) Membership of the Committee shall be disclosed in the Annual Report.

e) Term of the Committee shall be continued unless terminated by the Board of Directors.

VIII. CHAIRMAN

a) Committee shall be chaired by an Independent Director.

b) Chairman of the Company, if any, may be appointed as a member of the Committee but shall not

Chair the Committee.

c) Members of the Committee present at the meeting shall choose one amongst them to act as

Chairman.

d) Chairman of the Nomination and Remuneration Committee could be present at the Annual General

Meeting or may nominate some other member to answer the shareholders’ queries.

IX. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

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X. COMMITTEE MEMBERS’ INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is

discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the

meetings of the Committee.

XI. VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes

of Members present and voting and any such decision shall for all purposes be deemed a decision

of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

XII. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience

of the person for appointment as Director, KMP or at Senior Management level and recommend

to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he /

she is considered for appointment. The Committee has discretion to decide whether

qualification, expertise and experience possessed by a person are sufficient / satisfactory for the

concerned position.

3. The Company shall not appoint or continue the employment of any person as Managing

Director/Whole‐time Director/Manager who has attained the age of seventy years. Provided

that the term of the person holding this position may be extended beyond the age of seventy

years with the approval of shareholders by passing a special resolution based on the explanatory

statement annexed to the notice for such motion indicating the justification for extension of

appointment beyond seventy years.

Term / Tenure:

1. Managing Director/Whole‐time Director/Manager (Managerial Person) ‐ The Company shall

appoint or re‐appoint any person as its Managerial Person for a term not exceeding five years

at a time. No re‐appointment shall be made earlier than one year before the expiry of term.

2. Independent Director

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‐ An Independent Director shall hold office for a term up to five consecutive years on the

Board of the Company and will be eligible for reappointment on passing of a special

resolution by the Company and disclosure of such appointment in the Board's report.

‐ No Independent Director shall hold office for more than two consecutive terms, but such

Independent Director shall be eligible for appointment after expiry of three years of ceasing

to become an Independent Director. Provided that an Independent Director shall not, during

the said period of three years, be appointed in or be associated with the Company in any

other capacity, either directly or indirectly.

‐ At the time of appointment of Independent Director it should be ensured that number of

Boards on which such Independent Director serves is restricted to seven listed companies as

an Independent Director and three listed companies as an Independent Director in case such

person is serving as a Whole‐time Director of a listed company.

Evaluation: The Committee shall carry out evaluation of performance of every Director, KMP and

Senior Management at regular interval (yearly).

Removal: Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made

thereunder or under any other applicable Act, rules and regulations, the Committee may

recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior

Management subject to the provisions and compliance of the said Act, rules and regulations.

Retirement: The Director, KMP and Senior Management shall retire as per the applicable provisions

of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the

discretion to retain the Director, KMP, Senior Management in the same position / remuneration or

otherwise even after attaining the retirement age, for the benefit of the Company.

XIII. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR

MANAGEMENT

General:

1. The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior

Management Personnel will be determined by the Committee and recommended to the Board for

approval. The remuneration / compensation / commission etc. shall be subject to the prior/post

approval of the shareholders of the Company and Central Government, wherever required.

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2. The remuneration and commission to be paid to Managerial Person shall be as per the statutory

provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

3. Where insurance, if any, is taken by the Company on behalf of its Managerial Person, KMP and any

other employees for indemnifying them against any liability, the premium paid on such insurance

shall not be treated as part of the remuneration payable to any such personnel. Provided that if such

person is proved to be guilty, the premium paid on such insurance shall be treated as part of the

remuneration.

Remuneration to Managerial Person, KMP and Senior Management:

1. Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as

may be approved by the Board on the recommendation of the Committee in accordance with the

statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being

in force. The break‐up of the pay scale and quantum of perquisites including, employer’s

contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved

by the Board on the recommendation of the Committee and approved by the Shareholders and

Central Government, wherever required.

2. Maximum Remuneration in case of Inadequate or no Profits:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall

pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the

Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of

the Central Government.

3. Provisions for excess remuneration:

If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such

sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction

of the Central Government, where required, he / she shall refund such sums to the Company and

until such sum is refunded, hold it in trust for the Company.

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The Company shall not waive recovery of such sum refundable to it unless permitted by the Central

Government.

Remuneration to Non‐Executive / Independent Director:

1. Remuneration:

The Remuneration shall be in accordance with the statutory provisions of the Companies Act, 2013,

and the rules made thereunder for the time being in force.

2. Sitting Fees:

The Non‐ Executive / Independent Director may receive remuneration by way of fees for attending

meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed

the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or

Committee or such amount as may be prescribed by the Central Government from time to time. The

Director may however waive off at any time his entitlement & the sitting fees or any other benefit

from time to time.

XIV. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be recorded in the minutes book and signed by the Chairman of

the said meeting or the Chairman of the next succeeding meeting. Minutes of the Committee

meeting will be tabled at the subsequent Board and Committee meeting.

XV. DIVERSITY ON THE BOARD OF THE COMPANY

Pursuant to Clause 49(IV) of the Listing Agreement, the Company aims to enhance the effectiveness

of the Board by diversifying its composition and to obtain the benefit out of such diversity in better

and improved decision making. In order to ensure that the Company’s Board has appropriate

balance of skills, experience and diversity relevant to its business operations, the Company shall

consider a number of factors, including but not limited to skills, industry experience, background,

race and gender.

In order to ensure a balanced composition of directors on the Board, the Company shall consider

candidates from a wide variety of backgrounds, without discrimination, and based on the following

factors:

a) Gender‐ The Company shall not discriminate on the basis of gender in the matter of appointment of

directors on the Board. As per the provisions of the Companies Act, 2013, the Company shall at all

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times have at least one woman director on the Board. Any vacancy of the woman director shall be

filled within a period of six months.

b) Ethnicity ‐ The Company shall promote having a Board comprising of people from all ethnic

backgrounds so that the directors may efficiently contribute their thorough knowledge and

understanding for the benefit of Company’s business;

c) Physical disability ‐ The Company shall not discriminate on the basis of any immaterial physical

disability of a candidate for appointment on the Company’s Board, if he/she is able to efficiently

discharge the assigned duties.

d) Educational qualification‐ The Directors of the Company shall have a mix of finance, legal and

management background, so that they collectively provide the Company with considerable

experience relevant to the business of the Company.

XVI. DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the

interests of the Company, will be made if there are specific reasons to do so in an individual case.


Sd/‐ (Ashish Chawla) Director

DIN NO: 02756547 C8/207A, Block C‐8, Keshav Puram,

New Delhi‐110035

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Annexure‐III

Corporate Governance Report

Your Directors present the Company’s Report on Corporate Governance for the Financial Year ended March 31, 2016.

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE Corporate Governance encompasses a set of systems and practices to ensure that the Company’s affairs are being managed in a manner which ensures accountability, transparency and fairness in all its dealings with its customers, principle, employees, Shareholders and with every individual who comes in contact with the Company. The Company has a strong legacy of fair, transparent and ethical governance practices. The Company in pursuance to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, submits a Corporate Governance Report on the matters mentioned in Schedule V of the said Regulations.

1. BOARD OF DIRECTORS (a) Board Composition and Category of Directors

The Board of Directors of the Company has an optimum combination of Non‐Executive/ Independent Directors having rich knowledge and experience. The Composition of the Board and category of Directors is as follows:

S. No. Name of the Directors Category

1. Mr. Ashok Sen* Non‐ Executive Director

2. Ms. Rachna Burman* Non‐ Executive Director

3. Mr. Karam Chand Jain Non‐ Executive Independent Director

4. Mr. Ashish Chawla Non‐ Executive Independent Director

5. Mr. Ashok Talwar* Non‐ Executive Independent Director

6. Ms. Divya Kohli# Non‐ Executive Director

7. Mr. Punit Jain# Non‐ Executive Director

* Mr. Ashok Sen, Mr. Ashok Talwar and Ms. Rachna Burman ceased to be the Director of the Company w.e.f. May 30, 2016, June 06, 2016 and June 13, 2016 respectively. #Ms. Divya Kohli and Mr. Punit Jain have been appointed as the Additional Director of the Company effective May 30, 2016 and June 06, 2016 respectively. There is no relationship between the Directors inter‐se.

A brief resume of Ms. Divya Kohli (DIN: 07503218) and Mr. Punit Jain (DIN: 00004327) including nature of their expertise in specific functional areas and names of Companies in which they hold Directorships, Memberships of Board Committees and Shareholding in the Company are provided on page No. 8‐10 of the Annual Report.

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(b) Directors Re‐appointed None of the Director is liable to retire by rotation at the ensuing Annual General Meeting. (c) Board Meeting held during the year

During the year under review, Seven (7) Board Meetings were held i.e. on April 28, 2015, May 25, 2015, July 30, 2015, October 8, 2015, October 28, 2015, February 10, 2016 and March 31, 2016.The gap between any two Board Meetings did not exceed One Hundred and Twenty days. All the Meetings of the Board of Directors were chaired by Ms. Rachna Burman, Non‐Executive Director of the Company.

(d) Attendance of Directors at Board Meetings, Annual General Meeting (AGM) and Directorships and Chairmanships/ Memberships of Committees in other Companies as on March 31, 2016

The Details of attendance at the Board Meeting and Annual General Meeting (AGM) and Directorships in Companies and Membership of the Committees of the Boards of Indian Public Limited Companies as on March 31, 2016 are as follows:

S. No.

Director

Category

Attendance Other

Director‐ships

Membership of Committee of other

Boards Board

Meetings

Last AGM

Member# Chairman#

1. Mr. K.C Jain NED & ID 5 No 8 2 NIL

2. Mr. Ashok Talwar* NED & ID 7 No 9 1 NIL

3. Mr. Ashok Sen* NED & NID 7 No 9 NIL NIL

4. Mr. Ashish Chawla NED & ID 7 Yes 7 NIL NIL

5. Ms. Rachna Burman* NED & NID 7 No 3 2 NIL

NED – Non‐Executive Director NID – Non‐Independent Director ID – Independent Director #Includes only Audit Committee and Shareholders/Investors Grievance Committee. All Statutory and other important items/ information including those envisaged in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are regularly provided to the Board and the Committees thereof either as part of agenda papers well in advance of the Board Meetings, or are tabled in the course of the Board Meetings and/or its Committees to enable the Board/ Committees to discharge their responsibilities effectively and to take informed decision.

The Company issues formal letters of appointment to Independent Directors in the manner as provided in the Companies Act, 2013. The terms and conditions of appointment are disclosed on the website of the Company.

(e) Directors Remuneration The Company does not pay any remuneration/ commission to its Directors, except for the payment of Sitting Fee and Conveyance for attending Board/Committee Meetings to the Directors who have

36

not waived their entitlement. The Company has no pecuniary relationship/ transactions with its Directors during the Financial Year ended March 31, 2016. Further, it has not implemented any Stock Option Scheme. The details of the Sitting Fee paid during the year to the Directors for attending the Meetings of the Board and Committees thereof are as under:

S.No. Name of the Director Sitting Fee paid (Rs.)

1) Mr. K.C Jain 20,500

2) Mr. Ashok Talwar Nil*

3) Mr. Ashish Chawla Nil*

4) Mr. Ashok Sen Nil*

5) Ms. Rachna Burman Nil*

*Directors have waived off their sitting fees. Mr. Ashok Sen and Mr. Ashok Talwar, Non‐Executive Directors each holds 50 Equity Shares of Rs. 10/‐ each of the Company. No other Director holds any Shares in the Company. (f) Code of Conduct

The Company has adopted a Code of Conduct for all its Board Members and Senior Managerial Personnel in compliance with the provisions of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Board Members and Senior Management Personnel have affirmed the compliance with the Code of Conduct as on 31st March, 2016. A Copy of the code has been put on the Company’s Website (www.ashokaviniyoga.co.in and can be accessed at http://ashokaviniyoga.co.in/CT/bnl/files/2/AVL_CoC.PDF A Declaration to this effect signed by Manager forms part of this Report at “Annexure A”. (g) Familiarization Program for Independent Directors

The Company has formulated a policy to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of such familiarization programme for Independent Directors are put on the Website of the Company and can be accessed at http://ashokaviniyoga.co.in/CT/bnl/files/2/AVL_FP.pdf 2. COMMITTEES OF THE BOARD

As on March 31, 2016, the Company has three Committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All the decisions pertaining to the constitution of the Committee(s), appointment of its Members and payment of Sitting Fees to the Committee Members for attending the Committee Meetings, are taken by the Board of Directors. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance, are provided below:

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AUDIT COMMITTEE

(a) Composition, Name of Members, Meetings and Attendance during the year

During the year under review, 4 (Four) meetings of the Audit Committee were held on May 25, 2015, July 30, 2015, October 28, 2015 and February 10, 2016. The gap between any two Committee Meetings did not exceed 120 days. The composition of the Audit Committee during the Financial Year 2015‐16 and details of the Members participation at the Meetings of the Committee are as under:

S.No. Name of the Member Category No. of Meetings Attended

1. Mr. Karam Chand Jain Member 3

2. Mr. Ashok Talwar Member 4

3. Mr. Ashish Chawla Member 4

The Board reconstituted Audit Committee at its Meeting held on May 30, 2016. The Composition of the Committee is as follows:

S. No. Name of the Member Category

1. Mr. Karam Chand Jain Member

2. Ms. Divya Kohli Member

3. Mr. Ashish Chawla Member

Mr. Ashok Talwar ceased to be the Member of the Committee w.e.f. May 30, 2016. All Members of Audit Committee possess rich knowledge and expertise in Financial and Management fields. All the Meetings of the Audit Committee, held during the year, were chaired by Mr. Ashish Chawla. Statutory Auditors and Internal Auditors are invited to attend and participate at the Committee Meetings, whenever any need arise.

The Company Secretary of the Company acts as the Secretary to the Audit Committee. Minutes of each Audit Committee are placed before the Board of Directors for confirmation at its immediately succeeding meeting.

(b) Brief terms of reference

The Terms of Reference adopted by the Committee and approved by the Board of Directors in brief are as under:

Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

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Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: (a) matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub‐section (3) of Section 134 of the Companies Act, 2013; (b) changes, if any, in accounting policies and practices and reasons for the same; (c) major accounting entries involving estimates based on the exercise of judgment by management; (d) significant adjustments made in the financial statements arising out of audit findings; (e) compliance with compliance with listing and other legal requirements relating to financial statements; (f) disclosure of any related party transactions; (g) modified opinion(s) in the draft audit report;

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the listed entity with related parties;

Scrutiny of inter‐corporate loans and investments;

Valuation of undertakings or assets of the listed entity, wherever it is necessary; Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow up there on; Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post‐audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non‐payment of declared dividends) and creditors;

To review the functioning of the whistle blower mechanism;

Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

Carrying out any other function as is mentioned in the terms of reference of the audit committee;

To carry out any other function as is mandated by the board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.

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3. NOMINATION AND REMUNERATION COMMITTEE (a) Composition, Name of Members and Attendance during the Year

During the year under review, 5 (Five) Meeting of Nomination & Remuneration Committee were held i.e. on April 28, 2015, May 21, 2015, July 30, 2015, October 28, 2015 and February 10, 2016. The composition of the Nomination and Remuneration Committee as on March 31, 2016 is as follows:

S.No. Name of the Member Category No. of Meetings Attended


2. Mr. Ashok Talwar Member 4

3. Ms. Rachna Burman Member 5

The Board reconstituted Nomination & Remuneration Committee at its Meeting held on May 30, 2016. The Composition of the Committee is as follows:





Mr. Ashok Talwar and Ms. Rachna Burman ceased to be the Member of the Committee w.e.f. May 30, 2016. All Members of Nomination and Remuneration Committee possess rich knowledge and expertise in the field. The Meetings of the Nomination and Remuneration Committee were chaired by Mr. Ashish Chawla. (b) Performance Evaluation Criteria for Independent Directors

The performance evaluation criteria for independent directors is determined by the committee as per the Evaluation Mechanism of the Company. An indicative list of factors that may be evaluated include attendance and participation by a director, Adherence to ethical standards & code of conduct and Cordial interpersonal relations with other directors. (c) Brief terms of reference


To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/ or removal;

To formulate the criteria for determining qualifications, positive attributes and independence of a director, and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;

40

To carry out and formulate the criteria for evaluation of Independent Directors and the Board;

To recommend/review remuneration of the Managing Director(s) and Whole‐time Director(s) based on their performance and defined assessment criteria;

To review whether to extend or continue the term of appointment of the independent Directors, on the basis of the report of performance evaluation of independent directors;

To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modification, as may be applicable;

To perform such other functions as may be necessary or appropriate for the performance of its duties;

To carry out the orderly succession of appointment to the Board of directors and senior Management;

To devise a policy on diversity of board of Directors. 4. STAKEHOLDERS’ RELATIONSHIP COMMITTEE (a) Composition and Attendance

During the year under review, 4 (Four) Meetings of the Stakeholders Relationship Committee were held i.e. on May 25, 2015, August 22, 2015, September 4, 2015 and September 24, 2015.The Composition of Committee is as follows:

The Board reconstituted Stakeholders Relationship Committee at its Meeting held on June 6, 2016. The Composition of the Committee is as follows:


1 Mr. Punit Jain Non‐Executive Director

2 Mr. Ashish Chawla Non‐Executive & Independent Director

3 Ms. Divya Kohli Non‐Executive Director

Mr. Ashok Sen and Ms. Rachna Burman ceased to be the Member of the Committee w.e.f. May 30, 2016 and June 6, 2016. All the Meetings of Stakeholder’s Relationship Committee were chaired by Ms. Rachna Burman. (b) Brief terms of reference


Allotment of Securities;

To approve/refuse/reject registration of transfer/transmission of Shares in a timely manner;

Deciding the dates of Book Closure/record date in respect of Shares and other securities issued by the Company;

S. No. Name of the Member Status No. of Meetings Attended


2. Mr. Ashok Sen Member 4

3. Ms. Rachna Burman Member 4

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To Consider and resolve the grievances of the security holders of the Company including complaints related to transfer of shares, non‐receipt of declared dividends, non‐receipt of balance sheet;

To authorise printing of Share Certificates (post authorization from the Board of Directors of the Company);

To issue the Share Certificates under the seal of the Company, which shall be affixed in the presence of, and signed by: (i) any two Directors (including Managing or Whole‐time Director, if any), and (ii) Company Secretary / Authorised Signatory;

To authorise issue of Duplicate Share Certificates and Share Certificates after Split / Consolidation / Rematerialization and in Replacement of those which are defaced, mutilated, torn or old, decrepit, worn out or where the pages on reverse for recording transfers have been utilized ;

To authorize to maintain, preserve and keep in its safe custody all books and documents relating to the issue of share certificates, including the blank forms of share certificates;

To perform all functions relating to the interests of security holders of the Company and as assigned by the Board, as may be required by the provisions of the Companies Act, 2013 and Rules made thereunder, Listing Agreements with the Stock Exchanges and guidelines issued by the SEBI or any other regulatory authority;

Any Other matter as may be delegated by the Board of Directors from time to time.

(c ) Compliance Officer

Ms. Surbhi Maheshwari, Company Secretary, is the Compliance officer for complying with Requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Minutes of each Stakeholder’s Relationship Committee Meeting are placed before the Board of Directors at its subsequent Meeting for confirmation.

(d ) Investors’ Grievances received and resolved during the year During the year under review, the Company has not received any Investor Grievance pertaining to investor related matters. There were no pending complaints as on March 31, 2016. 5. GENERAL BODY MEETINGS The details of the Annual General Meetings (AGM) of the Company held during the last three years are as under:

Year Date Time Venue

2012‐13 24.09.2013 11:30 A.M. 10, Daryaganj, New Delhi‐ 110 002

2013‐14 24.09.2014 12:00 Noon 77A, Block‐B, Greater Kailash‐I, New Delhi‐110048

2014‐15 23.09.2015 12:30 Noon Indian Medical association (IMA), I.P. Marg, New Delhi‐ 110002

No Special Resolution has been passed in the previous three AGMs. Further, no Resolution has been passed through Postal Ballot last year. At the ensuing AGM, there is no Resolution proposed to be passed by Postal Ballot.

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6. DISCLOSURES (a) Materially significant Related Party Transactions

No materially significant Related Party Transaction, that may have potential conflict with the interest of the Company at large, has been carried out with the Directors or the Management, or their Relatives etc. during the year under review. The Company has complied with the Accounting Standard on Related Party Disclosure during the Financial Year 2015‐16, the ‘Related Party Disclosures’ have been given at Note No. 25 in the Notes to Financial Statements. The Company’s Policy on Materiality of Related Party Transactions and dealing with the Relatyed Party Transactions is put up on the Company’s Website and can be accessed at http://ashokaviniyoga.co.in/CT/bnl/files/2/AVL_RPP_N.pdf

(b) Disclosure of Accounting Treatment The Accounting Standards as notified in the Companies (Accounting Standards) Rules, 2006, as amended, have been followed in the preparation of the Financial Statements for the year ended 31st March, 2016.

(c ) Board Disclosures – Risk Management The Company has in place built‐in internal control systems for assessing and mitigating elements of risks in relation to its operations which are followed scrupulously in day to day functioning of the Company. The Board of Directors annually reviews the Risk Management Policy of the Company.

(d) Details of Non‐Compliance relating to the Capital Market (if any). A Penalty of Rs. 1,00,000/‐ was imposed by SEBI for not obtaining the SCORES ID within the prescribed time frame. The Said penalty was paid by the Company. (e ) Proceeds from Public Issues, Rights Issue, Preferential Issue etc.

The Company has not raised any funds through public issue, right issue, preferential issue etc. during the year. (f) Vigil Mechanism/Whistle Blower Policy

The Company has established Whistle Blower Policy/Vigil Mechanism for stakeholders, including directors and employees to report their genuine concerns. The reportable matters may be disclosed to the Whistle and Ethics Officer of the Company or to the Audit Committee.During the year under review no personnel and stakeholder has been denied access to the Audit Committee. (g) Compliance of Corporate Governance Provisions

The Company is in full compliance with Corporate Governance requirements specified in Regulation 17 to 27 and Clauses (b) to (i) of sub‐regulation (2) of Regulation 46 under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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(h) Non‐mandatory requirements

The Company is in full compliance with all mandatory requirements of Corporate Governance Regulations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has adopted the following Non‐Mandatory requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Reporting of Internal Auditor: The Internal Auditor directly reports to the Audit Committee.

(i) Prohibition of Insider Trading Pursuant to the Securities Exchange Board of India (SEBI), vide Gazette notification dated January 15, 2015, the new regulations named as SEBI (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred as “Regulations”) become effective from May 15, 2015. Pursuant to these Regulations, the Board of Directors have adopted the new Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (The Code), in its meeting held on May 25, 2015. All the Directors and Designated Employees have given their Disclosure under the said Insider trading Regulations. 6. MEANS OF COMMUNICATION

Quarterly Results

The Quarterly/ Half Yearly/ Annual Financial Results of the Company are regularly submitted to the Stock Exchanges immediately after the same are reviewed by the Audit Committee and approved by the Board of Directors. These Results are published in one English Daily ‘Mint – all editions and one Hindi Daily ‘Naya India’. The results and official news releases of the Company are also made available on the Company’s website i.e. www.ashokaviniyoga.co.in 7. SHAREHOLDERS’ INFORMATION (a) Annual General Meeting

Day and Date : Thursday, September 29, 2016

Time : 12:30 P.M.

Venue : 10, Darya Ganj, New Delhi‐110 002

No Special Resolution is proposed to be passed at the ensuing Annual General Meeting.

Date of Book Closure

: Monday, 26th day of September, 2016 to Thursday, 29th day of September, 2016 (both days inclusive).

Last date of receipt of Proxy Forms

: September 27, 2016 (upto 12:30 P.M.)

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(b) Financial Calendar (Tentative)

Your Company observes 1st April to 31st March as its Financial Year.

Adoption of Quarterly Results for the Quarter ending : June 30, 2016 : August 3, 2016 September 30, 2016 : End of October, 2016 December 31, 2016 : End of January, 2016 Annual Results as on March 31,2017

: End of May, 2017

(c) Listing of on Stock Exchanges The Calcutta stock Exchange Limited 7, Lyons Range, Kolkata – 700 001 The Scrip code of the Company on CSE is 11601. The Annual Listing Fee for the Financial Year 2015‐16 has been paid within stipulated time period.

Annual custody/issuer fee for the year 2015‐16 have also been paid to NSDL and CDSL.

(d) Market Price Data

As The Calcutta Stock Exchange (CSE) Limited has not provided any trading platform to Companies, no trading took place during the year under review at CSE.

(e) Shares held in Physical and Electronic Mode

The Equity Shares of your Company are available for trading in the depository system of Central Depository Services (India) Limited (CDSL). The ISIN No. allotted to the Company is INE366F01016. As on March 31, 2016, 2,570 Equity Shares, representing 0.40% of the total Equity Share Capital, have been dematerialized.

(f) Registrar and Share Transfer Agent and Share Transfer Process

The Company has appointed M/s Skyline Portfolios Private Limited, the Registrar and Share Transfer Agent. The Shares of the Company in electronic form are tradable only through the Depository Systems. The Transfer of Shares is processed by Registrar and Share Transfer Agent of the Company and thereafter the same are approved by the Company Secretary/Directors of the Company. The Company obtains from a Company Secretary in Practice half‐yearly Certificate of Compliance with the share transfer formalities and files a copy of the said certificate with stock Exchange.

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8. Distribution of Shareholding and Category of Shareholding as on 31st March, 2016

Distribution of Shareholding:

Category‐ wise Shareholding Pattern:

9. Outstanding ADRs/ GDRs/warrants or any Convertible Instruments

The Company has not issued any ADRs/ GDRs/warrants or any convertible instruments.

10. CEO/CFO Certificate

In terms of the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Certificate signed by Mr. Saurabh Jain, CFO and Mr. Santosh Aggarwal, Manager of the Company is attached with this report as “Annexure B”.

Holdings (No. of Equity Shares)

Shareholders Shares

Number % to Total Number % to total

Upto 500 16 59.26 650 0.1

501 to 1,000 2 7.41 1250 0.2

1,001 to 2,000 1 3.7 1200 0.19

2,001 to 3,000 ‐ ‐ ‐ ‐

3,001 to 4,000 ‐ ‐ ‐ ‐

4,001 to 5,000 1 3.7 4,100 0.64

5,001 to 10,000 ‐ ‐ ‐ ‐

10,001 and above 7 25.93 6,35,200 98.87

Total 27 100.00 6,42,400 100.00

Category No. of Shares Percentage

A. Promoters’ Holding

(a) Institutional Investors

1. Mutual Funds & UTI NIL NIL

2. Banks, Financial Institutions, Insurance Companies, State Govt., Central Govt., Bodies Corporate

4,77,200 74.28

3. Foreign Institutional Investors NIL NIL

(b) Others NIL NIL

B. Non‐Promoters’ Holding

(a) Institutional Investors NIL NIL

(b) Others

1. Private Bodies Corporate 4,120 0.64

2. NRIs and OCBs NIL NIL

3. Indian Public – Individuals 1,60,980 25.06

4. Hindu Undivided Family 100 0.02

TOTAL 6,42,400 100.00

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11. Address for Correspondence

The Investors are requested to forward the correspondence to M/s Skyline Financial Services Private Limited, the Registrar and Share Transfer Agents of the Company at the following address: Skyline Financial Services Private Limited D‐153/A, 1st Floor, Okhla Industrial Area, Phase‐ I New Delhi‐110020 Phone No.: 011‐26812682, 26812683, 64732681‐88 E mail: [email protected] The Investors can also contact or send their grievances to the Company at the following given address: Company Secretary Ashoka Viniyoga Limited 77A, Block ‐ B, Greater Kailash ‐ I, New Delhi ‐ 110048 Emai ID‐ [email protected] Phone : 011‐43541901


Sd/‐ Sd/‐ (Divya Kohli) (Ashish Chawla)

Director Director (DIN: 07503218) (DIN: 02756547)

9A/46 WEA, Block 9A, C8/207A, Block C‐8, Kabir Road Wea, Karol Bagh, Keshav Puram,

New Delhi‐110005 New Delhi‐110035


47

Annexure “A”

CERTIFICATE ON COMPLIANCE WITH CODE OF CONDUCT

To, The Ashoka Viniyoga Limited I, hereby, confirm that the Board of Directors and Senior Management Personnel, have affirmed in writing, that they have complied with the ‘Code of Conduct for Board of Directors and Senior Management Personnel’ for the year ended March 31, 2016.

By Order of the Board of Directors

For ASHOKA VINIYOGA LIMITED Sd/‐ Santosh Agarwal (Manager) Place: New Delhi Dated: 03.08.2016

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Annexure “B”

CFO/CEO Certificate

We, Saurabh Jain, Chief Financial Officer and Mr. Santosh Agarwal, Manager of the Company, to the best of our knowledge and belief, hereby certify that: a) We have reviewed the Financial Statements and the Cash Flow Statement of the Company for the year ended 31st March, 2015 and that to the best of our knowledge and belief that: i) These Statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading. ii) These Statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations. b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct. c) We are responsible for establishing and maintaining Internal Controls for Financial Reporting and that we have evaluated the effectiveness of Internal Control Systems of the Company pertaining to Financial Reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such Internal Controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. d) We have indicated to the Auditors and the Audit Committee: i) Significant changes in such internal control during the year, if any ; ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the Financial Statements, if any; and iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system for financial reporting.

By Order of the Board of Directors For ASHOKA VINIYOGA LIMITED Sd/‐ Sd/‐ Saurabh Jain Santosh Agarwal (Chief Financial Officer) (Manager) Place: New Delhi Dated: 03.08.2016

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Annexure – IV

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended vide Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 i) The Percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary and Manager during the Financial Year 2015‐16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the F.Y. 2015‐16:

S.No. Name of Director/KMP and Designation

Remuneration of Director/KMP during financial year 2015‐16(in Rs.)

% Increase in remuneration in the financial year 2015‐16

Ratio of remuneration of each Director to the median remuneration of employees

1 Chief Financial Officer (CFO) : Mr. Saurabh Jain

8,46,372 N. A. * N. A. #

2 Company Secretary: Ms. Surbhi Maheshwari

2,85,660 18% N. A. #

3 Manager : Mr. T. N. Rajeev 3,26,293 N. A. $

N. A. #

* Not available as Mr. Saurabh Jain was appointed CFO w.e.f. March 24 2015, hence full year data for the F.Y. 2014‐15 is not available to measure the increase in F.Y. 2015‐16. $ Not available as Mr. T. N. Rajeev was appointed Manager w.e.f. 01.05.2015, hence data for the F.Y. 2014‐15 is not available to measure the increase in F.Y. 2015‐16. # The Directors' of the Company are only entitled to sitting fees for attending Board / Committee Meetings and the same have been waived off by the Directors except Mr. Karam Chand Jain, hence the same is not applicable. ii) The median remuneration of employees of the Company during the current financial year was Rs. 3,26,293/‐. iii) The Company had only 1 permanent employee during the most of part of the year 2014‐15, so it is not appropriate to calculate the increase in the median remuneration of employees during the F.Y. 2015‐16. iv) There were 02 permanent employees on the rolls of the Company as on March 31, 2016. i) During the F.Y. 2015‐16, in the Company, there is no employee other than the managerial personnel, hence the clause for comparison of increase in the remuneration of managerial personnel against the increase in remuneration of employee other than managerial personnel is not applicable here.

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The remuneration payable to the employees of the company is as per the Nomination and Remuneration Policy of the Company.


For ASHOKA VINIYOGA LIMITED

Sd/‐ Sd/‐

(Divya Kohli) (Ashish Chawla) Director Director

(DIN: 07503218) (DIN: 02756547) 9A/46 WEA, Block 9A, C8/207A, Block C‐8, Kabir Road Wea, Karol Bagh, Keshav Puram, New Delhi‐110005 New Delhi‐110035


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Annexure‐ V

FORM NO. MGT – 9

EXTRACT OF ANNUAL RETURN as on the Financial Year ended on March 31, 2016

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L99999DL1949PLC155544

Registration Date 14/06/1949

Name of the Company ASHOKA VINIYOGA LIMITED

Category/ Sub‐Category of the Company

Company Limited by Shares / Indian Non‐Government Company

Address of the Registered Office and contact details

Address: 77A, Block‐B, Greater Kailash‐I, New Delhi‐110048 E mail: [email protected] Phone No.: 011‐43541901

Whether Listed Company (Yes/No) Yes

Name, Address and Contact details of Registrar and Transfer Agent, if any

Name: Skyline Financial Services Private Limited Address: D‐153A, 1st Floor, Okhla Industrial Area, Phase‐I, New Delhi‐110020 Phone No.: 011‐26812682, 26812683, 64732681‐88 E mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:‐

Sl. No. Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1. Sale and Distribution of Newspaper‐ “The Times of India (NIE edition)”

99611519 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. No.

Name and Address of the Company

CIN Holding /Subsidiary/ Associate

% of shares held

ApplicableSection

1. Camac CommercialCompany Limited Address: 1st Floor, Express Building, 9‐10 Bahadur Shah Zafar Marg, Delhi‐110002

L70109DL1980PLC169318 Associate Company

20.49% 2(6)

53

2. Combine Holding Limited Address: 23A, Shivaji Marg,Main Nazafgarh Road, NearKarampura, New Delhi‐110015


34.49% 2(6)

3. P N B Finance & Industries Limited Address: 10, Daryaganj, NewDelhi‐110002


20.36% 2(6)

4. Artee Viniyoga Limited Address: 10, Daryaganj, NewDelhi‐110002

U74899DL1995PLC071622 Associate Company

29.69% 2(6)

5. Bennett Advisory Services Limited Address: 10, Daryaganj, NewDelhi‐110002


25% 2(6)

6. Nandravrat Properties &Developers Limited Address: 10, Daryaganj, NewDelhi‐110002


26.67% 2(6)

7. Vasuki Properties Limited Address: 10, Daryaganj, New Delhi‐110002


25.02% 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category‐wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical Total % of Total Shares

Demat

Physical Total % of Total Shares

A. Promoters**

(1) Indian

a) Individual/ HUF

NIL NIL NIL NIL NIL NIL NIL NIL NIL

b) Central Governmen

t


c) State Govt(s)


d) Bodies Corporate

NIL 477200 477200 74.28% NIL 477200 477200 74.28% NIL

e) Banks/FI NIL NIL NIL NIL NIL NIL NIL NIL

a) Any Other


Sub‐Total (A) (1)

NIL 477200 477200 74.28% NIL 477200 477200 74.28% NIL

54

(2) Foreign

a) NRIs‐ Individuals


b) Other‐ Individuals


c) Bodies Corp.


d) Banks/FI NIL NIL NIL NIL NIL NIL NIL NIL NIL

e) Any Other NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub‐Total (A) (2)


Total shareholding of Promoter (A)= (A) (1) +

(A) (2)

NIL 477200 477200 74.28% NIL 477200 477200 74.28% NIL

B. Public Shareholding

1. Institutions

a) Mutual Funds

NIL

NIL

NIL

NIL NIL NIL NIL NIL NIL

b) Banks/FI NIL

NIL

NIL


c) Central Govt.

NIL

NIL

NIL


d) State Govt(S)

NIL

NIL

NIL


e) Venture Capital Funds

NIL

NIL

NIL


f) Insurance Companies

NIL

NIL

NIL


g) FIIs NIL

NIL

NIL


h) Foreign Venture Capital Funds

NIL

NIL

NIL


i) Others (Specify)

NIL

NIL

NIL


Sub‐Total (B) (1)

NIL

NIL

NIL


2. Non‐Institutions

a) Bodies Corp. NIL 6600 6600 1.03 20 4100 4120 0.64 0.39

b) Individuals

55

(ii) Shareholding of Promoters:

(iii) Change in Promoters’ Shareholding ( please specify, if there is no change): NIL

i) holding nominal share capital upto Rs. 1 lakh

NIL 500 500 0.08 2,550 430 2,980 0.46 0.39

ii) holding nominal share

capital in excess of Rs 1

lakh

NIL 158000 158000 24.60 NIL 158000 158000 24.60 NIL

C)Others‐ HUF NIL 100 100 0.01 NIL 100 100 0.01 NIL

Sub‐Total (B) (2)

NIL 165200 165200 25.72 2570 1,62,630

165200 25.72 NIL

Total Public Shareholding (B)= (B) (1) +

(B) (2)

NIL 642400 642400 100 2570 642400 642400 100 NIL

C. Shares held by Custodian for GDRs &

ADRs


Grand Total (A+B+C)

NIL 642400 642400 100 2570 642400 642400 100 NIL

Sl. No.

Shareholder’s Name

Shareholding at the Beginning of the Year

Shareholding at the end of the year

No. of shares

% of total shares of the Company

% of shares Pledged/ encumbered to total Shares

No. of shares

% of total shares of the Company

% of shares Pledged/ encumbered to total Shares

% change in shareholding during the year

1. Combine Holding Limited

50,500 7.86 NIL 50,500 7.86 NIL NIL

2. Camac Commercial Co. Ltd.

2,95,200 45.95 NIL 2,95,200 45.95 NIL NIL

3. Artee Viniyoga Limited

76500 11.91 NIL 76500 11.91 NIL NIL

4. PNB Finance & Industries Limited

55,000 8.56 NIL 55,000 8.56 NIL NIL

TOTAL 477200 74.28 NIL 477200 74.28 NIL NIL

56

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares


1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

At the beginning of the year Mittal Portfolios Private Limited Mrs. Meera Jain Punjab Mercantile & Traders Limited Mr. Samir Jain Mrs. Trishla Jain Mr. Manish Mittal Prabodh Gupta (HUF) Mr. Neeraj Gupta Ms. Monisha Saraf Ms. Poonam Jain

2,500

23,500

4,100

1,04,500

30,000

100

100

50

50

50

0.39

3.65

0.63

16.26

4.66

0.015

0.015

0.007

0.007

0.007

2,500

23,500

4,100

1,04,500

30,000

100

100

10

50

50

0.39

3.65

0.63

16.26

4.66

0.015

0.015

0.001

0.007

0.007

Date wise Increase/ Decrease in share Holding during the year specifying the reasons for increase/ decrease (e.g.

allotment/ transfer/ bonus /sweat equity etc)

1) On August 22, 2015, 30 shares was transferred to Ms. Mukta Agarwal by Mittal Portfolios Private Ltd.

2) On September 24, 2016, 30,000 Shares was transferred to Ms. Indu Jain by way of gift by Mrs. Trishla Jain.

3) On February 26, 2016, 1200 shares was transferred to Mr. Din Dayal Gupta by Mittal Portfolios Private Ltd.

4) On February 26, 2016, 1200 shares was transferred to Mr. Rajesh Gupta by Mittal Portfolios Private Ltd.

5) On March 18, 2016, 1200 shares was transferred to Bhaijee Portfolio Limited by Mr. Din Dayal Gupta.

6) On March 18, 2016, 50 shares was transferred to Bhaijee Portfolio Limited by Mittal Portfolios Private Ltd.

7) On March 31, 2016, Bhaijee Portfolio Limited and Mr. Rajesh Gupta transfer their Shares to the following individuals: (i) Mr. Himanshu Mittal‐ 1200 (ii) Mr. Pankaj Goel‐600 (iii) Mr. Deepak Goyal‐650

At the end of the year

57

(v) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial

Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the

year

No. of shares


No. of shares


1. 2.

At the beginning of the year Mr. Ashok Talwar Mr. Ashok Sen

50

50

0.007

0.007

50

50

0.007

0.007

Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

‐ ‐ ‐ ‐

1. 2.

At the end of the year Mr. Ashok Talwar Mr. Ashok Sen

50

50

0.007

0.007

50

50

0.007

0.007

V. INDEBTNESS:

Indebtness of the Company including interest outstanding/accrued but not due for payment:

1. 2. 3. 4. 5. 6. 7. 8. 9.

10.

Mrs. Meera Jain

Punjab Mercantile & Traders

Limited

Mr. Samir Jain

Mrs. Indu Jain

Mr. Manish Mittal

Prabodh Gupta (HUF)

Ms. Monisha Saraf

Mr. Himanshu Mittal

Mr. Pankaj Goel

Mr. Deepak Goyal

23,500

4,100

1,04,500

30,000

100

100

50 0 0 0

3.65

0.63

16.26

4.66

0.015

0.015

0.007 0 0 0

23,500

4,100

1,04,500

30,000

100

100

50

1200

600

650

3.65

0.63

16.26

4.66

0.015

0.015

0.007

0.18

0.09

0.10

58

Secured Loans excluding deposits

UnsecuredLoans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

NIL

Total (i+ii+iii)

Change in Indebtedness during the financial year ∙ Addition ∙ Reduction

Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

Total (i+ii+iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole‐time Directors and/or Manager

Sl. No.

Particulars of Remuneration Manager‐ Mr. T.N. Rajeev

Total Amount

1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income‐tax Act, 1961 (b) Value of perquisites u/s 17(2) Income‐tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income‐ tax Act, 1961

3,14,203 3,14,203

2. Stock Option NIL NIL

3. Sweat Equity NIL NIL

4. Commission ‐ as % of profit ‐ others, specify…

NIL NIL

5. Others‐ Medical Reimbursement 12,090 12,090

Total (A) 3,26,293 3,26,293

Ceiling as per the Act 34,18,676 34,18,676

59

B. Remuneration to other Directors:

*Other directors have waived off their entitlement to sitting fees C. Remuneration to Key Managerial Personnel Other Than MD /Manager /WTD

Sl. No.

Particulars of Remuneration Key Managerial Personnel

Company Secretary

CFO Total

1. Gross salary

a) Salary as per provisions contained in section 17(1) of the

Income‐tax Act, 1961 (b) Value of perquisites u/s 17(2)

Income‐tax Act, 1961 (c) Profits in lieu of salary under

section 17(3) Income‐tax Act, 1961

2,70,660

8,31,372

11,02,032

2. Stock Option NIL NIL NIL

3. Sweat Equity NIL NIL NIL

Particulars of Remuneration

Name of Directors* Total Amount

Mr. Karam Chand Jain Independent Directors ∙ Fee for attending board meetings ∙ Commission ∙ Others (Conveyance Reimbursement for attending Meeting)

8,000

‐‐‐ 12,500

8,000

‐‐‐ 12,500

Total (1) 20,500 20,500

Non‐Executive Directors ∙ Fee for attending board meetings ∙Commission ∙ Others (Reimbursement of Conveyance Expenses)

‐‐‐

‐‐‐

Total (2) ‐‐‐ ‐‐‐ Total (1) + (2) 20,500 20,500 Total Managerial Remuneration

20,500 20,500

Overall Ceiling as per the Act

Maximum Rs. 1 Lac per Board Meeting

60

4. Commission ‐ as % of profit ‐ others, specify…

NIL NIL NIL

5. Others‐ Medical Reimbursement 15,000 15,000 30,000

Total 2,85,660

8,46,372

11,32,032

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐

Punishment ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐

Compounding ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐

B. DIRECTORS

Penalty ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐

Punishment ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐

Compounding ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐

C. OTHER OFFICERS IN DEFAULT

Penalty ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐

Punishment ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐

Compounding ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐ ‐‐‐


For ASHOKA VINIYOGA LIMITED

Sd/‐ Sd/‐ (Divya Kohli) (Ashish Chawla) Director Director

DIN: 07503218 DIN: 02756547 9A/46 WEA, Block 9A, C8/207A, Block C‐8, Kabir Road Wea, Keshav Puram, Karol Bagh New Delhi‐ 110005 New Delhi‐110035


61

Annexure‐VI

ASHOKA VINIYOGA LIMITED

(CIN: L99999DL1949PLC155544) Registered Office: 77A, Block ‐ B, Greater Kailash ‐ I, New Delhi ‐ 110 048

Email: [email protected], Phone No.: 011‐43541901 Website: www.ashokaviniyoga.co.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (Within the limits set by the Company’s competitive position)

Economy Overview India has emerged as the fastest growing major economy in the world as per the Central Statistics Organization (CSO) and International Monetary Fund (IMF). According to the Economic Survey 2015‐16, the Indian economy will continue to grow more than 7 per cent in 2016‐17. The improvement in India’s economic fundamentals has accelerated in the year 2015 with the combined impact of strong government reforms, RBI's inflation focus supported by benign global commodity prices. According to IMF World Economic Outlook Update, the economy is expected to grow at 7‐7.75 per cent during FY 2016‐17, despite the uncertainties in the global market. The Economic Survey 2015‐16 had forecasted that the Indian economy will grow by more than seven per cent for the third successive year 2016‐17 and can start growing at eight per cent or more in next two years. The Print industry witnessed a slowdown or muted growth in the year 2015 as compared to the previous year given that 2014 was the election year. With the exception of the ecommerce industry which substantially increased its spends in the face of competitive pressures amongst start‐ups, most other sectors of the industry either maintained or reduced their advertising budgets in print media while continuing to explore opportunities in new media. With the economy expected to grow at a healthy rate given favorable macro‐economic factors, it is expected that revenue growth of print media will normalize in the coming years. The continued growth of digital and mobile mediums, especially in tier 1 cities, has had its impact on circulation revenues while not impacting advertising revenue significantly. Circulation revenues of major publications in tier 1 cities have either remained flat or marginally dipped in the face of stiff competition from new media. Most players have had to resort to cover price increase in these cities to keep circulation revenue healthy in the face of declining volumes. Circulation revenue in Regional markets, especially tier 2 and 3 cities, however continue to grow as the Government rolls out rural friendly schemes besides sectors like e‐commerce fueling advertising growth by servicing these cities through enhanced logistics and distribution systems and thereby increasing reader interest in offers. Opportunities and Threats A combination of tactical on‐ground events which would involve engagement of readers in high growth pockets of tier 1 cities, expansion of circulations to fringe suburbs of expanding urban areas like NCR and selective cover price increase is expected to help drive circulation revenue growth in the coming year. Engagement of the younger generation, who are attracted to new media by

62

getting them to post pictures and articles of civic concerns in print besides expected growth in key categories like real estate and education, while driving advertising revenue growth, are also expected to have a ripple effect on circulation revenue. Financial Performance During the financial year 2015‐16, the Company’s total revenue was Rs.11.93 crores as compared to Rs. 12.01 crores in the previous year and the total expenditure was Rs. 5.09 crores as compared to Rs. 4.89 crores in the previous year. The Company has earned a profit before tax for the Financial Year ended 2015‐16 of Rs. 6.84 crores as compared to Rs. 7.12 crore in 2014‐15; and its Profit after tax for the financial year 2015‐16 is Rs. 6.74 crores as compared to profit of Rs. 6.96 crores in 2014‐15. Risk and Concerns Your Company is exposed to normal industry risks such as credit, interest rates, market and operational risks besides the risks applicable to the newspaper industry in general. Your Company follows prudent business and risk assessment & management practices to combat these challenges. In view of the increased volatility in the Stock Market, your Company has continued to make most of its investments in various low risk debt based funds and use foresight and focused analysis of the market. Internal Control The Company has proper and adequate system of Internal Control System commensurate with its nature and size of the operations which ensure: • Accuracy and timeliness of financial reporting; • Compliance of legal and statutory laws and regulations; • More effective and efficient use of the resources of the Company; and • Protection and enhancement of assets of the Company. The Internal Control system and procedures are periodically reviewed to ensure orderly and efficient conduct of business. In addition to this, internal audits/ internal review are conducted regularly either through external or internal resources to monitor the effectiveness of Internal Control in the Organization. The Internal Audit reports are regularly monitored by the Audit Committee of the Board of the Company and corrective actions are taken as and when necessary. Human Resource Development The Company recognizes its employees as its most valuable assets. The emphasis is laid upon to build strong corporate culture through core values such as integrity, innovation and team work. In order to enhance the productivity of the employees and motivating them to work with vigor and focus, team‐driven organization and work environment has been created where all employees work together. Training needs of the employees are also identified and suitable training is provided, wherever required.

63

Cautionary Statement Certain statements made in this Report, describing the Company’s expectations, or predictions etc. are the forward looking views of the Management and are subject to certain risks and uncertainties like regulatory changes, local, political or economic developments, technological risks and many other factors, because of which the actual results could differ materially from such expectations or projections.


Sd/‐ Sd/‐ (Divya Kohli) (Ashish Chawla) Director Director

DIN: 07503218 DIN: 02756547 9A/46 WEA, Block 9A, C8/207A, Block C‐8, Kabir Road Wea, Keshav Puram, Karol Bagh New Delhi‐ 110005 New Delhi‐110035


66th annual report...

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