69th annual report...

69th

ANNUAL REPORT

2018-19

ASHOKA VINIYOGA LIMITED (CIN: L99999DL1949PLC155544)

ASHOKA VINIYOGA LIMITED [

(CIN: L99999DL1949PLC155544) Registered Office: 77A, Block-B, Greater Kailash-I, New Delhi-110048

Phone No.: +91-7303495378, Email: [email protected]; Website: www.ashokaviniyoga.co.in

CORPORATE INFORMATION

DIRECTORS Mr. Punit Jain Mr. Mohit Jain Mr. Sunil Keswani Ms. Sonal Malhotra

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 K.N. Gutgutia & Co. Chartered Accountants, New Delhi

Secretarial Auditors M/s. Sakshi Mittal & Associates Company Secretaries, Ghaziabad

Internal Auditors M/s Nidhi S Gupta & Co., Chartered Accountants, Ghaziabad

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 Board’s Report Auditors’ Report Balance Sheet Statement of Profit and Loss Cash Flow Statement Notes to Financial Statements Particulars pursuant to Non-Banking Financial Company- Non-Systematically Important (Non-Deposit taking Company (Reserve Bank) Directions, 2016 Consolidated Accounts Auditor’s Report Consolidated Balance Sheet Consolidated Statement of Profit and Loss Consolidated Cash Flow Statement Consolidated Notes to Financial Statements

1-4 5-26

27-34 35 36 37

38-54

55-57

58-66 67 68 69

70-89

mailto:[email protected]

http://www.ashokaviniyoga.co.in/



Phone: +91-7303495378, Email: [email protected], Website: www.ashokaviniyoga.co.in

NOTICE

NOTICE is hereby given that the 69th Annual General Meeting of the members of Ashoka Viniyoga Limited will be held on Friday, September 27, 2019 at 04:00 P.M. at its registered office at 77A, Block-B, Greater Kailash-I, New Delhi-110048 to transact the following business:

Ordinary business:

1. To receive, consider and adopt the audited financial statements (including audited consolidated financial statements) of the Company for the financial year ended March 31, 2019 together with the reports of the Board of Directors and auditors thereon.

2. To appoint a Director in place of Mr. Punit Jain (DIN: 00004327), liable to retire by rotation and being eligible, offers himself for reappointment.

Special business:

3. To approve re-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 Section 196, 197, 203, Schedule V and any other applicable provisions, if any, of the Companies Act, 2013 (the Act) and rules made thereunder or any statutory modification(s) or re-enactment thereof, the Company hereby approves the re-appointment of Mr. Santosh Agarwal, as ‘Manager’ of the Company for a period of 1 (one) year effective from May 30, 2019 at a gross remuneration of ₹ 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 re-appointment of Mr. Santosh Agarwal as 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 re-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 the directors and Ms. Surbhi Maheshwari, Company Secretary 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 of Directors for Ashoka Viniyoga Limited -Sd- Surbhi Maheshwari (Company Secretary) Date: August 27, 2019 M. No.: A35883 Place: New Delhi

Annual Report 2018-19 Page 1 of 89



NOTES: 1. The explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) with respect to item no. 3 forms part of the notice. Additional information pursuant to secretarial standard on general meetings in respect of manager seeking re-appointment at the Annual General Meeting (AGM) is furnished in the explanatory statement annexed hereto. 2. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 20, 2019 to Friday, September 27, 2019 (both days inclusive). The cut-off date for determining the members who are entitled to vote at the AGM is September 19, 2019. A person who is not a member as on cut-off date should treat this notice for information purpose only.

3. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on poll instead of himself and the proxy need not be a member of the Company. A person can act as a proxy on behalf of not exceeding fifty (50) members and holding in aggregate not more than ten percent of the total share capital of the Company carrying voting rights. The holder of proxy shall prove his identity at the time of attending the AGM. The proxy form, duly completed and signed, should be deposited at the registered office of the Company not less than forty eight hours before the commencement of the AGM.

4. During the period beginning 24 hours before the time fixed for commencement of the AGM and ending with the conclusion of the AGM, 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. 5. Corporate members intending to send their authorized representatives to attend the AGM are requested to send a certified copy of the Board resolution to the Company, authorizing their representative to attend and vote on their behalf at the AGM. 6. Attendance slip, proxy form and the route map of the venue of the AGM are annexed to this notice. 7. Members/proxies/authorised representatives attending the AGM should bring along with them necessary details of their shareholding, attendance slip(s) and copies of annual report, as the same will not be distributed at the AGM. 8. The register of directors and key managerial personnel and their shareholding and register of contract and arrangements in which directors are interested shall be kept open at the venue of AGM of the Company. 9. In terms of Section 72 of the Act, the shareholders can exercise their right to nominate any person in whom the securities held by such shareholder shall vest in the event of the death of such shareholder. Members who have not yet registered their nomination are requested to submit the required form (Form no. SH13) to their DP in case shares are held in demat form and to RTA in case shares are held in physical form. 10. Members are also requested to notify any changes in their addresses immediately to the Registrar & Share Transfer Agent- Skyline Financial Services (P) Ltd. 11. As per Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014, securities of unlisted public companies can be transferred only in dematerialised form w.e.f. October 02, 2018. In view of this and to avail benefits of dematerialisation and to eliminate risks associated with physical


shares, members are advised to dematerialise shares held by them in physical form. The ISIN no. of the Company is INE366F01016. 12. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including annual report, notices, circulars, etc. from the Company electronically. 13. Copies of the Annual Report 2019 and Notice of 69th AGM along with the attendance slip and proxy form are being sent by electronic mode only to those members whose email addresses are registered with the Company/ Depository Participant(s) for communication purpose unless any member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode. 14. The physical copies of the annual report 2019 and Notice of 69th AGM will also be available at the Company’s registered office for inspection during normal business hours on working days. The said documents are also available on the Company’s website: www.ashokaviniyoga.co.in. Members who require communication in physical form in addition to e-communication, or have any other queries, may write to us at [email protected]. STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 The following statement sets out all material facts relating to the special business mentioned in the accompanying notice: Item no. 3

The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee at their Board meeting held on May 30, 2019 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 members approval, has re-appointed Mr. Santosh Agarwal as Manager of Company for a period of 1 (one) year effective May 30, 2019 and on such remuneration and terms and conditions as mentioned in the letter of appointment. The Directors in compliance with the provisions of Section 196, 197, 203 and Schedule V of the Companies Act, 2013, recommend the proposed resolution to the members to be passed as an ordinary resolution. The terms of appointment of Mr. Santosh Agarwal as Manager is recommended for members approval under Section 196 and 197 read with Schedule V to the Act. Brief resume of Mr. Agarwal is as under:

Name of manager re-appointed Mr. Santosh Agarwal

Date of birth 08/05/1970

Qualification Commerce graduate

Experience overall 30 years of experience in accounts

Terms and conditions of appointment As per appointment letter dated May 30, 2016

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

Remuneration last drawn N.A.

Date of re-appointment May 30, 2019

Shareholding in the Company, if any None



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 NIL

Membership/Chairmanships of Committees of Board of other Companies

NIL

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. 3 of the notice for approval by the members.

by order of the Board of Directors for Ashoka Viniyoga Limited -Sd- Surbhi Maheshwari (Company Secretary) Date: August 27, 2019 M. No.: A35883 Place: New Delhi


BOARD’S REPORT THE MEMBERS,

Your directors feel immense pleasure in presenting the 69th (Sixty Ninth) Annual Report of the Company together with standalone and consolidated financial statements for the financial year ended March 31, 2019.

FINANCIAL PERFORMANCE

The performance figures of the Company during the year under review and those reported for the corresponding previous year are as under:

(₹ in lakhs)

Particulars Standalone Consolidated

March 31, 2019 March 31 2018 March 31, 2019 March 31, 2018

Total income 1,012.67 1,117.94 1008.76 1114.03

Total expenditure 609.16 628.98 609.16 628.98

Profit before tax 403.51 488.96 399.60 485.05

Less:

Current tax

MAT credit utilised

Reversal of MAT credit entitlements of earlier years

Income tax of earlier years

Deferred tax

20.54 (5.50)

-

(0.04) (0.11)

33.67

- 163.23

(0.14) (0.22)

20.54 (5.50)

-

(0.04) (0.11)

33.67

- 163.23

(0.14) (0.22)

Profit after tax before share in profit of the associates

388.62 292.42 384.71 288.51

Share in net profit of associates - - 725.47 441.66

Profit after tax - - 1110.18 730.17

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT

Transfer of the Company from the Calcutta Stock Exchange to the dissemination board of the National Stock Exchange of India Limited During the year under review, the Company was transferred from the Calcutta Stock Exchange (the “CSE”) to the dissemination board (“DB”) of the National Stock Exchange of India Limited (“NSE”), with effect from February 12, 2019, pursuant to the circular issued by the NSE dated February 11, 2019 bearing reference number NSE/CML/40200 and the circular issued by the CSE dated February 13, 2019 bearing reference number CSE/LD/14519/2019. Subsequently, the NSE asked the Company to submit a letter of intent and plan of action, in accordance with the terms of the circular dated October 10, 2016 bearing reference number SEBI/HO/MRD/DSA/CIR/P/2016/110 issued by the Securities and Exchange Board of India (“SEBI”) dated October 10, 2016 (“SEBI Exit Circular”) specifying whether (a) the Company intends to list its equity shares on a nationwide stock exchange; or (b) an exit will be provided to the public shareholders of the Company in accordance with the SEBI Exit Circular.


The board of directors of the Company (the “Board”) decided against listing the Company’s shares on a stock exchange having nationwide terminals, since the Company did not meet the eligibility criteria. The Board decided to issue a letter to all the promoters of the Company seeking their interest in making an exit offer to the public shareholders of the Company in accordance with the SEBI Exit Circular. Artee Viniyoga Limited (the “Acquirer”), being one of the promoters of the Company, expressed its interest to provide an exit offer to other public shareholders of the Company in accordance with the SEBI Exit Circular.

Thereafter, the Acquirer appointed Pantomath Capital Advisors Private Limited (“Pantomath”) a SEBI registered category I Merchant Banker (with permanent registration) and empaneled as “Independent Valuer” with the NSE, to carry out valuation of Equity Shares of the Company. After following the due process and applying appropriate valuation methodologies, Pantomath had issued its valuation report dated June 13, 2019 and determined Rs. 32,746/- to be the fair value per equity share of the Company. The Company received undertakings from 4 of its public shareholders holding 1,58,000 shares amounting to 24.60% of the total issued and paid-up equity share capital of the Company, who expressed their interest in continuing as shareholders of the Company, in accordance with SEBI letter dated July 25, 2017 and bearing reference number MRD/OW/DSA/2017/17463/1.

The Acquirer made an exit offer to the remaining public shareholders of the Company at a price of Rs. 32,746/- per share. The public shareholders were given an opportunity to tender the equity shares held by them during the tendering period between July 18, 2019 and July 29, 2019. Pursuant to the exit offer made by the Acquirer, a total of 82 public shareholders holding 367 equity shares of the Company tendered their shares during the exit offer period.

The Company vide letter dated August 23, 2019 has informed the NSE that (a) the acquirer has duly provided an exit to the public shareholders of the Company in accordance with the procedure prescribed by the SEBI Exit Circular; (b) that the Acquirer has made the necessary payments to those public shareholders who have tendered their shares in the exit offer, and has requested the NSE to remove the name of the Company from the Dissemination Board of the NSE. The formal intimation from the NSE on removal of the Company’s name from the DB is awaited as on date.

STATUS OF ONGOING WRIT PETITION FILED BY MR. MANISH MITTAL BEFORE THE DELHI HIGH COURT

Mr. Manish Mittal who is one of the public shareholders of the Company has filed a writ petition bearing number 10982 of 2018 before the Hon’ble Delhi High Court (“Writ Petition”) inter alia alleging violation of minimum public shareholding norms and non-disclosure of certain shareholders as “promoters” by the Company. Mr. Manish Mittal had also filed an interlocutory application in the Writ Petition requesting the Hon’ble Delhi High Court to restrain the Company from being transferred to the NSE DB until the SEBI had completed its investigation in relation to the allegations made by Mr. Manish Mittal against the Company and the SEBI had submitted its report to the Delhi High Court. The Hon’ble Delhi High Court vide order dated December 21, 2018, refused to grant a stay on the transfer of the Company to the DB of NSE and held that the placement of the Company on the DB would not absolve the Company if any rules or regulations have been violated. Thereafter, Mr. Manish Mittal filed another interlocutory application dated July 05, 2019 in the Writ Petition inter alia seeking a stay on the exit offer made by the Acquirer till SEBI completes its investigation and submits a report to the Hon’ble Delhi High Court. The SEBI in its reply dated August 17, 2019 to the interlocutory application inter alia submitted that the interlocutory application filed by Mr. Manish Mittal was nothing but gross abuse and misuse of process of law. Further, the SEBI also held that the

Company’s exit from the NSE DB will not derail the investigation by the SEBI. The matter is currently pending before the Hon’ble Delhi High Court.


DIVIDEND

The Board of directors does not recommend any dividend for the financial year 2018-19.

RESERVES

During the year under review, your Company has transferred ₹ 77.72 lakhs to special reserve under Section 45-IC of the Reserve Bank of India Act, 1934.

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 2019-20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, 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, 2019 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in directors and key managerial personnel

Inductions

On the recommendation of nomination and remuneration committee, the following appointments were made till the date of the report:

The members of the Company at their Annual General Meeting held on September 24, 2018 has approved appointment of Mr. Mohit Jain and Mr. Sunil Keswani as independent directors of the Company, for a term of 5 (five) consecutive years w.e.f. April 26, 2018.

The members of the Company at their Annual General Meeting held on September 24, 2018 has approved appointment of Ms. Sonal Malhotra as independent director of the Company, for a term of 5 (five) consecutive years w.e.f. August 10, 2018.

Mr. Santosh Agarwal has been appointed as Manager of the Company for a period of 1 (one) year effective May 30, 2019, subject to the approval of the members in the ensuing Annual General Meeting.

Cessation

During the period under review, the following directors resigned from the directorship of the Company:

The Board places on record their deep appreciation for the valuable contribution made by them during their tenures as member of board of the Company.

S. no. Name of the director Date of resignation

1. Mr. Ashish Chawla-Non-Executive Independent Director April 27, 2018

2. Mr. Karam Chand Jain- Non-Executive Independent Director April 30, 2018

3. Ms. Monisha Saraf-Non-Executive Director June 8, 2018


Re-appointments

Pursuant to Section 152 of the Companies Act, 2013, Mr. Punit Jain (DIN: 00004327), Director, shall retire by rotation at the ensuing 69th Annual General Meeting and being eligible offer himself for reappointment.

The Board of Directors of the Company recommends the re-appointment of Mr. Punit Jain as director of the Company, liable to retire by rotation. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company. Board evaluation The Board of directors has carried out an annual evaluation of its performance, Board committees and other individual directors pursuant to the provisions of the Companies Act, 2013. 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”) as approved by the Board of directors. 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. Declaration by independent director(s)

All independent directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Number of meetings of the Board of Directors

(i) During the year under review, 8 (Eight) meetings of Board of directors i.e, April 26, 2018, May 29, 2018, June 21, 2018, August 10, 2018, September 13, 2018, October 30, 2018, February 12, 2019 and March 05, 2019 were duly convened and held. The gap between two meetings was not more than 120 days as prescribed under Section 173 of the Companies Act, 2013.

As per the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV (Code for Independent Directors), the Independent Directors of the Company are required to hold atleast one meeting in year, without the attendance of the same by Non Independent Directors and members of the management. During the year, one Meeting of Independent Directors was held on January 29, 2019 under the Chairmanship of Mr. Mohit Jain, Independent Director.

(ii) During the year, 4 (Four) meetings of the Audit Committee were held i.e. on May 29, 2018, August 10, 2018, October 30, 2018, February 12, 2019, 4 (Four) meetings of Nomination and Remuneration Committee were held i.e. on April 26, 2018, May 29, 2018, August 10, 2018 and February 11, 2019 and 1 (One) meeting of Stakeholder’s Relationship Committee was held i.e. on February 11, 2019.


(iii) The details of number of Board Meetings and Committee Meetings attended by the directors/members during the Financial Year are as under:

Name of director(s) No. of Board meetings attended during the financial year 2018-19 (out of total 8 meetings)

No. of Audit Committee meetings attended during the financial year 2018-19 (out of total 4 meetings)

No. of Nomination and Remuneration Committee meetings attended during the financial year 2018-19 (out of total 4 meetings)

No. of Stakeholders Relationship Committee meetings attended during the financial year 2018-19 (out of total 1 meeting1)

Mr. Ashish Chawla@ 1 N.A. 1 N.A.

Mr. Mohit Jain* 8 4 3 1

Ms. Monisha Saraf^ 2 1 2 N.A.

Mr. Punit Jain 7 2 1 1

Mr. Sunil Keswani* 8 4 3 1

Ms. Sonal Malhotra$ 5 N.A. N.A. N.A.

Mr. Karam Chand Jain# 0 N.A. N.A. N.A. *Mr. Mohit Jain and Mr. Sunil Keswani have been appointed effective April 26, 2018. @ Mr. Ashish Chawla has been resigned effective April 27, 2018. # Mr. Karam Chand Jain has been resigned effective April 30, 2018. ^ Ms. Monisha Saraf has resigned effective June 08, 2018. $ Ms. Sonal Malhotra has been appointed effective August 10, 2018.

Familiarization program for independent directors

All new independent inducted into the Board familiarisation program. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his roles, duties and responsibilities. The formal letters of appointment and familiarisation program for independent director are available on our website at www.ashokaviniyoga.co.in

COMMITTEES OF THE BOARD

A) Audit Committee: The composition of the Committee is as per the following details:

S. no. Name of the member(s) Category

1 Mr. Mohit Jain Non-Executive Independent Director

2 Mr. Sunil Keswani Non-Executive Independent Director

3 Ms. Sonal Malhotra Non-Executive Independent Director

The Board of Directors reconstituted Audit Committee in their meeting held on June 21, 2018 and February 12, 2019.

B) Nomination and Remuneration Committee: The composition of the Committee is as per the following details:




3 Ms. Sonal Malhotra Non-Executive Independent Director



The Board of Directors reconstituted Nomination and Remuneration Committee in their meeting held on June 21, 2018 and February 12, 2019.

Nomination and Remuneration Committee has formulated the nomination and remuneration policy, inter alia, for appointment and remuneration of the directors, key managerial personnel and other employees. The remuneration policy is available on Company’s website: www.ashokaviniyoga.co.in

C) Stakeholders Relationship Committee: The composition of the Committee is as per the following details:




3 Mr. Punit Jain Non-Executive Director

The Board of Directors reconstituted Stakeholders Relationship Committee in their meeting held on June 21, 2018.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the period under review, no company ceased to be/become Subsidiary/Joint Ventures/Associate Company of the Company. The Company is having following Companies as its associate companies as on March 31, 2019:

1. Camac Commercial Company Limited 2. Combine Holding Limited 3. PNB Finance and Industries Limited 4. Artee Viniyoga Limited

The Company has prepared the consolidated financial statements for the year ended March 31, 2019 along with the above associate Companies as per the provisions of applicable accounting standards and under relevant provisions of the Companies Act. Pursuant to provisions of section 129(3) of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of associate companies as specified in PART B of AOC 1 is attached as “Annexure I”. As per Section 134 of the Companies Act, 2013, contribution of above associates to the overall performance of the company (Refer note 33 of the consolidated financial statements) during the period under report.

The consolidated profit after tax for the financial year 2018‐19 is ₹ 11,10,18,093/‐ out of which ₹ 7,25,46,887/‐ relates to its Associates Companies, amounting to 65.35% of the consolidated profit after tax.

BUSINESS RISK MANAGEMENT

Your Company has in place the process to identify and assess business risks and opportunities in the form of a risk management policy. 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.



AUDITORS

Statutory auditors The Company has appointed M/s K.N. Gutgutia & Co., Chartered Accountants (FRN: 304153E) as the auditors of the Company on September 27, 2017 to hold office from the conclusion of 67th Annual General Meeting till the conclusion of the 72nd Annual General Meeting (AGM) of the Company.

In terms of Companies (Amendment) Act, 2017 notified w.e.f May 7, 2018, the requirement of Section 139(1) of the Act stands omitted and the ratification of appointment of the statutory auditor at every AGM is not required.

The Company has received certificate of eligibility from M/s K.N. Gutgutia & Co. in accordance with the provisions of the Companies Act, 2013 read with rules thereunder and a confirmation that they continue to hold valid peer review certificate as required under Listing Regulations.

The notes on accounts read with the auditor’s report 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.

Secretarial auditors 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 has appointed Sakshi Mittal & Associates, Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report is annexed herewith as “Annexure II”. The secretarial audit report does not contain any qualification, reservation or adverse remark.

Internal auditors M/s Nidhi S Gupta & Co, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

During the year under review, the auditors of the Company had not reported any instances of offence involving fraud committed against the Company under Section 143(12) of the Act.

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. The Company has not carried on during the period under report any activity relating to exports and has not used or earned any foreign exchange.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. 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. The internal


auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. 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. VIGIL/WHISTLE BLOWER MECHANISM

In pursuance to provision of Section 177 of the Companies Act, 2013 and rule framed thereunder, the Company has established Vigil/Whistle Blower mechanism for directors and employees to report their genuine concerns. The Whistle Blower Policy/Vigil mechanism is available at the website of the Company: www.ashokaviniyoga.co.in RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered by the company in accordance with provisions of Section 188 of the Companies Act, 2013. Further there were no related party transactions in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, in terms of AS 18, remuneration paid to KMP’s, sitting fees paid to directors and other transactions are disclosed in the notes to financial statements.

The policy on related party transactions is available at the website of the Company: www.ashokaviniyoga.co.in

None of the directors has any pecuniary relationships or transactions vis-à-vis the Company. COST RECORDS The requirement of maintenance of cost records under Section 148(1) of the Act is not applicable on the Company. THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The requirement of constituting the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company. During the year under review, no case was reported with the Company under the said Act.

EXTRACT OF ANNUAL RETURN Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the Company in Form MGT-9 as at March 31, 2019 is annexed as Annexure-III and is available on Company’s website: www.ashokaviniyoga.co.in SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no orders passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.





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 Companies Act, 2013 that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) they 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 2018-19 and of the profit and loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY STATEMENT

The Company has diligently complied with all the applicable provisions of the Listing Regulations with the exchange during the year 2018-19. However the Company was transferred from the Calcutta Stock Exchange (the “CSE”) to the dissemination board (“DB”) of the National Stock Exchange of India Limited (“NSE”), with effect from February 12, 2019, pursuant to the circular issued by the NSE dated February 11, 2019 bearing reference number NSE/CML/40200 and the circular issued by the CSE dated February 13, 2019 bearing reference number CSE/LD/14519/2019.

Further, your Company continues to be registered as a Non-Banking Financial Company with the Reserve Bank of India. However, it has neither invited nor accepted any deposits from the public during the financial year 2018-19.

The Company complies with all applicable secretarial standards.

GREEN INITIATIVE

Electronic copies of Annual Report 2019, Notice of 69th Annual General Meeting and instructions slip and proxy form are sent to all the members whose email addresses are registered with the Company/Depository Participant(s) for communication purpose. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode. Members requiring physical copies can send a request to the Company Secretary.


ACKNOWLEDGEMENT

Your directors wish to place on record their sincere thanks to the bankers, the stakeholders and the employees for their continued support throughout.

by order of the Board of Directors for ASHOKA VINIYOGA LIMITED -Sd- -Sd- Sunil Keswani Sonal Malhotra Place: New Delhi (DIN: 01780561) (DIN: 08194845) Dated: August 27, 2019 Director Director





Annexure III FORM NO. MGT – 9

EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2019

[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 June 14, 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.: +91-7303495378

Whether Listed Company (Yes/No) No*

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.: 011-26812682/83; Email: [email protected]

*The Company was transferred from the Calcutta Stock Exchange (the “CSE”) to the dissemination board (“DB”) of the National Stock Exchange of India Limited (“NSE”), with effect from February 12, 2019, pursuant to the circular issued by the NSE dated February 11, 2019 bearing reference number NSE/CML/40200 and the circular issued by the CSE dated February 13, 2019 bearing reference number CSE/LD/14519/2019.

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:- [

S. 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

Applicable Section

1. Camac Commercial Company Limited Address: 1st Floor, Express Building, 9-10 Bahadur Shah Zafar Marg, Delhi-110002

L70109DL1980PLC169318 Associate 20.49% 2(6)

2. Combine Holding Limited Address: 77A, Block-B, Greater Kailash-I, New Delhi-110048




3. PNB Finance and Industries Limited Address: 1st Floor, Express Building, 9-10 Bahadur Shah Zafar Marg, Delhi-110002


4. Artee Viniyoga Limited Address: 77A, Block-B, Greater Kailash-I, New Delhi-110048

U74899DL1995PLC071622 Associate 29.69% 2(6)

IV. SHAREHOLDING PATTERN (equity share capital breakup as percentage of total equity)

(i) Category-wise Shareholding

Category of Shareholders

No. of shares held at the beginning of the year (01.04.2018)

No. of shares held at the end of the year (As on 31.03.2019)

% change during

the year Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters**

(1) Indian

a) Individual/ HUF

- - - - - - - - -

b) Central Government

- - - - - - - - -

c) State Govt(s)

- - - - - - - - -

d) Bodies Corporate

481300 0 481300 74.92 481300 0 481300 74.92 0

e) Banks/FI - - - - - - - - -

a) Any Other - - - - - - - - -

Sub-Total (A) (1)

481300 0 481300 74.92 481300 0 481300 74.92 0

(2) Foreign

a) NRIs- Individuals

- - - - - - - - -

b) Other- Individuals

- - - - - - - - -

c) Bodies Corp.

- - - - - - - - -

d) Banks/FI - - - - - - - - -

e) Any other - - - - - - - - -

Sub-Total (A) (2)

- - - - - - - - -

Total shareholding of Promoter (A)= (A) (1) + (A) (2)

481300 0 481300 74.92 481300 0 481300 74.92 0

B. Public Shareholding

1. Institutions

a) Mutual Funds

- - - - - - - - -


(ii) Shareholding of promoters:

b) Banks/FI - - - - - - - - -

c) Central Govt.

- - - - - - - - -

d) State Govt(S)

- - - - - - - - -

e) Venture Capital Funds

- - - - - - - - -

f) Insurance Companies

- - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds

- - - - - - - - -

i) Others - - - - - - - - -

Sub-Total (B) (1)

- - - - - - - - -

2. Non-Institutions

a) Bodies Corp.

20 0 20 0.01 20 0 20 0.01 0

b) Individuals

i) holding nominal share capital upto Rs. 1 lakh

2957 0 2957 0.46 2957 0 2957 0.46 0

ii) holding nominal share capital in excess of Rs 1 lakh

152000 0 152000 23.66 152000 0 152000 23.66 0

C)Others

i) HUF 123 0 123 0.02 123 0 123 0.02 0

ii) Trust 0 6000 6000 0.93 0 6000 6000 0.93 -

Sub-Total (B) (2)

155100 6000 161100 25.08 155100 6000 165200 25.08 NIL

Total Public Shareholding (B)= (B) (1) + (B) (2)

155100 6000 161100 25.08 155100 6000 642400 100 NIL

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C)

636400 6000 642400 100 636400 6000 642400 100 NIL

Sl. No

Shareholder’s Name

Shareholding at the beginning of the Year (01.04.2018)

Shareholding at the end of the year (31.03.2019)

No. of shares

% of total shares of

the Company

% of shares Pledged/

encumbered to total

No. of shares

% of total shares of the Company

% of shares Pledged/

encumbered to total

% change in shareholding during the year


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

[[

Sl. no.

Shareholding at the beginning of the year (01.04.2018)

Cumulative shareholding during the year (31.03.2019)

No. of shares


No. of shares


1. Combine Holding Limited

a) At the beginning of the year 50,500 7.86 - -

b) Changes during the year [NO CHANGES DURING THE YEAR]

c) At the end of the Year - - 50,500 7.86

2. Camac Commercial Company Limited

a) At the beginning of the year 2,95,200 45.95 - -


c) At the end of the Year - - 2,95,200 45.95

3. Artee Viniyoga Limited

a) At the beginning of the year 76500 11.91 - -


c) At the end of the Year - - 76500 11.91

4. PNB Finance and Industries Limited

a) At the beginning of the year 55,000 8.56 - -


c) At the end of the Year - - 55,000 8.56

5. Punjab Mercantile and Traders Limited

1. At the beginning of the year 4100 0.64 - -

2. Changes during the year [NO CHANGES DURING THE YEAR]

2. c) At the end of the Year - - 4100 0.64

TOTAL 481300 74.92 481300 74.92

(iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and

ADRs):

Shares Shares

1. Combine Holding Limited

50,500 7.86 0.00 50,500 7.86 0.00 0.00

2. Camac Commercial Co. Ltd.

2,95,200 45.95 0.00 2,95,200 45.95 0.00 0.00

3. Artee Viniyoga Limited

76500 11.91 0.00 76500 11.91 0.00 0.00

4. PNB Finance and Industries Limited

55,000 8.56 0.00 55,000 8.56 0.00 0.00

5. Punjab Mercantile and Traders Limited

4,100 0.64 0.00 4,100 0.64 0.00 0.00

TOTAL 4,81,300 74.92 0.00 4,81,300 74.92 0.00 0.00


S. no.

For each of the top 10 shareholders

Shareholding at the beginning of the year (01.04.2018)

Cumulative Shareholding during the year (31.03.2019)

No. of shares


No. of shares


1. SAMIR JAIN



c) At the end of the year - - 104500 16.27

2. INDU JAIN




3. MEERA JAIN




4. Amrit Varsha Foundation


b) Changes during the year Date of change: 25.03.2019 No. of shares: 6,000 (0.93%) Reason: Charitable Donation


5. HIMANSHU MITTAL




6. VIKAS MITTAL



c) At the end of the Year - - 1200 0.19

7. MANISH MITTAL




8. PRABODH GUPTA (HUF)




9. NEERAJ GUPTA




10. TARUNA ANAND





(v) Shareholding of Directors and Key Managerial Personnel: NIL

V. INDEBTEDNESS:

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

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

[[

S. no.

Particulars of remuneration Name of MD/WTD/Manager

Total amount (in ₹)

Santosh Agarwal (Manager)

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. Stock option - -

3. Sweat equity - -

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

- -

5. Others- contractual lump sum payment 12,000 12,000

Total (A) 12,000 12,000

Ceiling as per the Act 5% of the net profits

B. Remuneration to other Directors: NIL

C. Remuneration to Key Managerial Personnel other than MD /Manager /WTD

S. no. Particulars of remuneration Key Managerial Personnel (Amount in ₹)

Surbhi Maheshwari- Company Secretary

Saurabh Jain- CFO

Total

1. Gross salary a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

3,72,274

10,81,032

14,53,306

Secured Loans excluding deposits

Unsecured Loans

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)


(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. Stock Option - - -

3. Sweat Equity - - -

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

- - -

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

Total 3,87,274 10,96,032 14,83,306

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 --- --- --- --- ---

by order of the Board of Directors for ASHOKA VINIYOGA LIMITED

-Sd- -Sd- Sunil Keswani Sonal Malhotra Place: New Delhi (DIN: 01780561) (DIN: 08194845)

Dated: August 27, 2019 Director Director


ROUTE MAP TO THE VENUE OF 69TH AGM OF ASHOKA VINIYOGA LIMITED TO BE HELD ON FRIDAY, SEPTEMBER 27, 2019 AT ITS REGISTERED OFFICE AT 77A, BLOCK-B, GREATER KAILASH-I, NEW DELHI-110048




ATTENDANCE SLIP (69th Annual General Meeting- September 27, 2019)

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

Folio No./DP Id/ Client Id

Name of Shareholder

Address of Shareholder

Name of Proxy holder

No. of shares

1. I hereby record my presence at the 69th Annual General Meeting of the Company held on Friday, September 27, 2019 at 04:00 P.M. at its registered office at 77A, Block-B, Greater Kailash-I, New Delhi-110048.

2. Signature of the shareholder/proxy present.

3. Shareholder/proxy holder wishing to attend the meeting must bring the attendance slip to the

meeting and handover at the entrance duly signed.

4. Shareholder/proxy holder desiring to attend the meeting may bring his/her copy of annual report for reference at the Meeting.

5. Please read the instructions carefully before exercising your vote.





(69th Annual General Meeting-September 27, 2019)

PROXY FORM Pursuant to Section 105(6) of Companies Act, 2013 and Rule 19(3) of the Companies Act, (Management & Administration Rules), 2014

Name of the member (s): Registered address: E-mail Id: Folio No/ Client Id/ DP ID:

I/We, being the member (s) of …………….. shares of Ashoka Viniyoga Ltd., hereby appoint 1. Name: ……………………………………………….....

Address: ………………………………………………. E-mail Id: ……………………………………………… Signature:……………., or failing him

2. Name: ………………………………………………..... Address: ……………………………………………….. E-mail Id: ……………………………………………… Signature:……………., or failing him

3. Name: ………………………………………………..... Address: ……………………………………………….. E-mail Id: ……………………………………………… Signature:………………

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 69th Annual General Meeting of the Company, to be held on 27th day of September, 2019 At 04:00 P.M. at 77A, Block-B, Greater Kailash-I, New Delhi-110048 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution no.

Description of resolution

Ordinary business:

For Against

1. To receive, consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2019 together with the reports of the Board of Directors and auditors thereon.

2. To appoint a Director in place of Mr. Punit Jain (DIN:00004327), liable to retire by rotation and being eligible, offers himself for reappointment.

Special business:

3. To approve re-appointment of Mr. Santosh Agarwal as Manager of the Company [ Signed this…… day of……… 2019 Signature of shareholder (s) ______________Signature of Proxy holder(s) _________________ Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Rupee 1/-

Revenue

Stamp



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