To,
The Members,
Ascensive Educare Limited,
Your directors have pleasure in presenting the 12th Annual
Report of the Company together with the Audited Statements of Accounts for the year ended
March 31, 2024.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along
with previous year's figures is given hereunder
(Rounded off to Lakhs)
PARTICULARS |
FOR THE YEAR ENDED ON
31.03.2024 |
FOR THE YEAR ENDED ON
31.03.2023 |
Net Income from Business
Operations |
2089.72 |
1627.93 |
Other Income |
6.67 |
22.92 |
Total Income |
2096.39 |
1650.85 |
Total Expenses except
depreciation and tax |
1873.48 |
1469.90 |
Profit / (loss) before
depreciation & tax |
222.91 |
180.93 |
Less Depreciation |
21.89 |
23.10 |
Profit before Tax |
201.02 |
157.53 |
Less Tax Expenses: |
69.23 |
46.64 |
Net Profit after Tax |
131.79 |
110.89 |
2. STATE OF AFFAIRS:
The Company is engaged in the services of training and skill
development offering vocational training, and educational consulting in collaboration with
Central Government, State Governments and various Industries and Industry Associations.
There has been no change in the business of the Company during the financial year ended 31st
March, 2024.
The highlights of the Company's performance are as under:
i. Revenue from operations for the year ended on 31st March
2024 and 31st March, 2023 is Rs.2089.72 Lakhs and Rs.1627.93 Lakhs.
ii. Other incomes for the year ended for the year ended on 31st
March 2024 and 31st March, 2023 is Rs.6.67 Lakhs and Rs.22.92 Lakhs.
iii. Net profit for the year ended for the year ended on 31st
March 2024 and 31St March, 2023 is
Rs.131.79 Lakhs and Rs.110.89 Lakhs.
3. SHARE CAPITAL:
The Authorised Share Capital as on 31st March, 2024 was Rs.
5,00,00,000/- divided into 49,25,000 Equity Shares of Rs. 10/- each and 75,000 Preference
Shares of Rs.10/- each of the company.
The Paid-up share capital as on 31st March, 2024 was Rs.
4,08,51,160/- divided into 40,85,116 Equity Shares of Rs. 10/- each of the company.
Increase in Paid Up Share Capital:
The Paid-up Share Capital of the Company was increased from Rs.
3,20,91,160/- to Rs. 4,08,51,160/- during the year:
a. The company has issued and allotted 8,76,000 (Eight Lakhs
Seventy-Six Thousand) Equity shares of face value of Rs. 10/- each of the company by a way
of Preferential Issue of Equity Shares of the company at a price of Rs. 33.20/-
(Thirty-Three Rupees and Twenty Paisa) each including a premium of Rs. 23.20/-
(Twenty-Three Rupees and Twenty Paisa) each.
b. The company has also Allotted 5,00,000 (Five Lakh) fully convertible
warrants into equal number of Equity Shares of the company, having face value of ^ 10/-
(Rupees Ten only) each at a price of ^ 33.20/- (Thirty-Three Rupees and Twenty Paisa only)
each including a premium of ^ 23.20/- each, per warrants during the year, however the
conversion of the same is still pending.
4. LISTING INFORMATION
The Equity Shares in the Company are continued to be listed with BSE
SME Platform and in dematerialized form. The ISIN No. of the Company is INE0E4I01019.
5. DIVIDEND:
To conserve the resources for future growth of the company, your
directors do not propose any dividend for the current year.
6. RESERVES:
The Board of Directors has decided to retain the entire amount of
profits in the profit and loss account.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND:
Pursuant to the provisions of the Companies Act, 2013 read with The
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended, ('Rules'), the dividends, unclaimed for a consecutive period of
seven years from the date of transfer to the Unpaid Dividend Account of the Company are
liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having
specific orders of the Court, Tribunal or any Statutory Authority restraining such
transfer) pertaining to which dividend remains unclaimed for a period of continuous seven
years from the date of transfer of the dividend to the unpaid dividend account are also
mandatorily required to be transferred to the IEPF established by the Central Government.
Any person whose unclaimed dividend and shares pertaining thereto,
matured deposits, matured debentures, application money due for refund, or interest
thereon, sale proceeds of fractional shares, redemption proceeds of preference shares,
amongst others has been transferred to the IEPF Fund can claim their due amount from the
IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a
duly completed form, Shareholders are required to take a print of the same and send
physical copy duly signed along with requisite documents as specified in the form to the
attention of the Nodal Officer, at the Registered Office
of the Company. The e-form can be downloaded from the website of
Ministry of Corporate Affairs www.iepf.gov.in.
Shareholders are requested to get in touch with the RTA for encashing
the unclaimed dividend/interest/principal amount, if any, standing to the credit of their
account.
During the year, no amount of unclaimed dividend has been transferred
to IEPF.
8. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Holding, Subsidiary, Joint Venture or
Associate Company.
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which these financial
statements relate on the date of this report except:
a) company has entered into MOUs with SAMAGRA SHIKSHA for Vocational
Education and implementation under the Vocational Education Component in alignment with
National Skill Qualification Framework (NSQF) in 117 Schools in the State of Madhya
Pradesh.
b) company has entered into MOUs with Blue Dart Express Limited &
Delhivery Limited for Recruitment and Payroll Management.
c) company has been awarded work order from Bihar State Minorities
Financial Corporation Ltd.
d) The Appointment of Ms. Neha Maheshwari (M.NO. A22788) as Company
Secretary and Compliance officer of the Company w.e.f. today i.e. 02nd May,
2024.
10. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:
Conservation of energy-
Even though its operations are not energy-intensive, significant
measures are taken to reduce energy consumption by using energy-efficient equipment. The
Company regularly reviews power consumption patterns across all locations and implement
requisite improvements/changes in the process in order to optimize energy/ power
consumption and thereby achieve cost savings. Energy costs comprise a very small part of
the Company's total cost of operations. However, as a part of the Company's conservation
of energy programme, the management has appealed to all the employees / workers to
conserve energy.
Technology absorption-
i. The efforts made towards technology absorption: The company is
committed to enhancing technology absorption through comprehensive training programs and
continuous skill development initiatives, ensuring that employees are proficient in the
latest technological advancements and can effectively apply them to drive innovation and
operational excellence.
ii. The benefits derived like product improvement, cost reduction,
product development or import substitution; Engaging in robust training and skill
development programs provides significant benefits for the company, including substantial
product improvement, cost reduction, and enhanced product development capabilities. A
well-trained workforce is adept at leveraging the latest technologies and methodologies,
leading to continuous product improvement and greater innovation. This proficiency not
only boosts efficiency but also enables cost-effective solutions and streamlined
processes. Additionally, skill development supports effective import substitution by
empowering employees to develop and produce high-quality products in-house, further
driving cost savings and reducing dependency on external suppliers. Ultimately, these
investments in employee development contribute to a more competitive, agile, and
technologically advanced organization."
iii. In case of imported technology- The Company has not imported any
technology during the year;
iv. The expenditure incurred on Research and Development. The Company
has not expended any expenditure towards Research and Development during the year.
Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:
Particulars |
Current Year (2023-24)
(Rs.) |
Previous Year (2022-23)
(Rs.) |
C.I.F. Value of Imports |
- |
- |
F.O.B. Value of Exports |
- |
- |
11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:
The Company has laid down the procedure to inform the Board about the
risk assessment and minimization procedures. These procedures are reviewed by the Board
from time to time to ensure that there is timely identification and assessment of risks,
measures to mitigate them, and mechanisms for their proper and timely monitoring and
reporting.
The Company has also adopted and implemented a risk management policy
which identifies major risks which may threaten the existence of the Company. The same has
also been adopted by your Board and is also subject to its review from time to time. The
Risk Management Policy has been uploaded on the website of the Company at https://ascensiveeducare.com/User/index
The Company does not fall under the ambit of top 1000 listed entities,
determined on the basis of market capitalization as at the end of the immediately
preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the companies act, 2013 are not
applicable to the company considering the net worth, turnover and net profit of the
company.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
There were no loans or guarantees or investment made by the Company
under Section 186 of the Companies Act, 2013 during the year under review. The same has
been disclosed under the notes to the balance sheet in the Audited Financial Statements.
14. 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 M/s Prerna Surana Jaiswal and
Associates, Chartered Accountants, checks and verifies the internal control and monitors
them in accordance with policy adopted by the company. The Company continues to ensure
proper and adequate systems and procedures commensurate with its size and nature of its
business.
15. STATUTORY AUDITORS:
The Auditor, M/s. Goyal Goyal & Co., Chartered Accountants, (FRN:
015069C) is appointed as Statutory Auditor of the Company to hold office from the 9th
AGM to the 14th AGM of the company for a term of five years in terms of the
first proviso to Section 139 of the Companies Act, 2013.
16. STATUTORY AUDITOR'S REPORT & OBSERVATIONS:
The report of the Statutory Auditors of the Company is annexed
herewith.
The auditors have not reported any frauds under sub section 12 of
section 143 other than those which are reportable to the Central Government.
There are no qualifications, reservations or adverse remarks made by
the Statutory Auditor except:
1. The company has not deposited the amount for Tax Deducted at Source
for the financial years 2014-15, 2019-20, 2020-21, 2021-22, 2022-23, 2023-24 and the
Income tax for the financial year 2022-23.
Explanation: Company is in process to pay the same.
2. The company has not paid CGST and SGST amounting to INR 44,19,171/-
during the period 2017-18 to 2023-24.
Explanation: Company has preferred an appeal against the same with
Joint Commissioner of State T ax.
17. COMMITTEES OF THE BOARD
Matters of policy and other relevant and significant information are
furnished regularly to the Board. To provide better Corporate Governance &
transparency, currently, your Board has four (3) Committees viz., Audit Committee,
Nomination & Remuneration Committee and Stakeholder Relationship Committee to
investigate various aspects for which they have been constituted. The Board fixes the
terms of reference of Committees and delegate powers from time to time.
AUDIT COMMITTEE AND VIGIL MECHANISM:
The Audit Committee as on 31.03.2024 comprises of 2 non-executive
Independent Directors and 1 Non- Executive Director as its Members. The Chairman of the
committee is Independent Director.
The primary objective of the Audit Committee is to monitor and provide
an effective supervision of the Management's financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of transparency, integrity and
quality of financial reporting. The Committee oversees the work carried out in the
financial reporting process by the Management, the statutory auditor and notes the
processes and safeguards employed by each of them.
The Composition of Audit Committee during the year are given below:
Mr. Soumya Ranjan Sahoo |
Chairperson |
Ms. Priyadarshini Dey |
Member |
Mr. Tanmoy Shankar Bhattacharyea |
Member |
During the year (4) Four Audit Committee Meetings were held. In
pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a
Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
https://ascensiveeducare.com/User/index The employees of the Company are made aware
of the said policy at the time of joining the Company.
The functioning of the Whistle Blower mechanism is reviewed by the
Audit Committee on regular basis. The employees of the Company are made aware of the said
policy at the time of joining the Company.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Independent
Directors and nonexecutive Director as its members. The Chairman of the Committee is an
Independent Director.
The Composition of Nomination and Remuneration Committee during the
year are given below:
Mr. Soumya Ranjan Sahoo |
: Chairperson |
Mr. Priyadarshini Dey |
: Member |
Mr. Tanmoy Shankar
Bhattacharyea |
: Member |
During the year (3) Three Nomination and Remuneration Committee
Meetings were held. STAKEHOLDER RELATIONSHIP COMMITTEE
The stakeholder relationship committee comprises Non-executive
Director, Whole-time Director and one Independent Director as its members. The Chairman of
the Committee is a Non-Executive Director.
The Composition of Stakeholder and Relationship Committee during the
year are given below:
Mr. Tanmoy Shankar
Bhattacharyea |
: Chairperson |
Mr. Abhijit Chatterjee |
: Member |
Mr. Sayani Chatterjee |
: Member |
During the year (2) Two Stakeholder Relationship Committee Meetings
were held.
18. ANNUAL RETURN:
Pursuant to Notification dated 28th August, 2020 issued by the Ministry
of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the
details forming part of the extract of Annual Return in Form MGT-9 is not required to be
annexed herewith to this report. However, the Annual Return will be made available at the
website of the Company at https://ascensiveeducare.com/User/index
19. 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 has appointed M/s. Aanal Mehta & Associates, Practicing Company Secretaries,
Ahmedabad to undertake the Secretarial Audit of the Company.
20. SECRETARIAL AUDIT REPORT & OBSERVATIONS:
The Secretarial Audit Report of Secretarial Auditor is annexed herewith
as Annexure "A".
There are no qualifications, reservations or adverse remarks made by
the Secretarial Auditor, except:
1) During the year Company has availed car loan facility from Axis Bank
of which company has failed to register the Charge as per the provisions of section 77 of
the companies Act, 2013.
Explanation: It was inadvertently missed from being registered.
21. MATERIAL CHANGES DURING THE YEAR
There were no material changes during the year, which may have adverse
effect on the operations of the Company except already disclosed in this report.
22. DEPOSITS:
The company has not invited, accepted or renewed any deposit within the
meaning of Chapter V other than exempted deposit as prescribed under the provisions of the
Company Act, 2013 and the rules framed thereunder, as amended from time to time. Hence
there are no particulars to report about the deposit falling under Rule 8(5)(v) and (vi)
of the Companies (Accounts) Rules, 2014.
23. INSURANCE
The properties/assets of the Company are adequately insured.
24. DIRECTORS / KEY MANAGERIAL PERSONNEL:
a. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
06 (Six) Board Meetings were held during the financial year ended 31stMarch,
2024 on the following dates:
| Date of meeting |
Total Directors |
Directors Present |
| 29/05/2023 |
5 |
5 |
| 05/08/2023 |
5 |
5 |
| 05/09/2023 |
5 |
5 |
| 11/11/2023 |
5 |
5 |
| 27/12/2023 |
5 |
5 |
| 27/02/2024 |
4 |
4 |
b. DIRECTOR RESPOSNSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013,
the Board of Directors of the Company hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
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 have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
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.
c. RETIREMENT BY ROTATION:
In accordance with the provisions of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company, Provisions of retire
by rotation of Directors is applicable to the Company, however both the directors liable
for rotation are liable for reappointment in this ensuing annual general meeting,
therefore no rotation is taken in the 12 th AGM of the company.
d. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
Following changes were occurred during the year in the composition of
board of directors and Key Managerial Personnel:
Sr. Name of Director & KMP |
Designation on effective date |
Effective date of change |
Nature of change |
1 Tanmoy Shankar Bhattacharyea |
Additional Non-Executive
Director |
27/02/2024 |
Appointment |
2 Pratima Singh |
Company Secretary &
Compliance officer |
02/02/2024 |
Cessation due to resignation |
e. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism
for evaluating its own performance and as well as that of its committee and individual
Directors, including the chairperson of the Board. The Exercise was carried out through a
structured evaluation process covering the various aspects of the Board's functioning such
as composition of board & committees, experience & competencies, performance of
specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board,
except the independent Director being evaluated and the chairperson and the
non-independent Directors were carried out by the independent Directors.
f. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination &
Remuneration Committee, formulated criteria for determining, qualifications, positive
attributes and independence of a director and also a policy for remuneration of directors,
key managerial personnel and senior management. The policy is available at the website of
company at https://ascensiveeducare.com/User/index
g. DECLARATION BY INDEPENDENT DIRECTORS:
Your Company had received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of independence as
prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 along with
Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has
been no change in the circumstances affecting their status as independent directors of the
Company.
Independent Directors are familiarized with their roles, rights and
responsibilities as well as with the nature of industry and business model through
induction program at the time of their appointment as Directors and through presentations
on economy & industry overview, key regulatory developments, strategy and performance
which are made to the Directors from time to time.
25. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the company with
related parties which may have potential conflict with the interest of the company at
large. Your directors draw your attention to notes to the financial statements for
detailed related parties' transactions entered during the year.
Accordingly, as per third proviso to Section 188(1) of the Act,
required approvals of the Board or Members/ Shareholders have been obtained for such
transactions. However, as part of good corporate governance, all related party
transactions covered under Section 188 of the Act are approved by the Audit committee.
The form AOC- 2 is attached as Annexure - B with this report.
26. CORPORATE GOVERNANCE:
As per regulation 15(2) of the Listing Regulation, the Compliance with
the Corporate Governance provisions shall not apply in respect of the following class of
the Companies:
a. Listed entity having paid up equity share capital not exceeding INR
10 Crore and Net worth not exceeding INR 25 Crore, as on the last day of the previous
financial year;
b. Listed entity which has listed its specified securities on the SME
Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence
compliance with the provisions of Corporate Governance shall not apply to the Company and
it does not form the part of the Annual Report for the financial year 2023-24.
27. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as required in terms of the
Listing Regulations is annexed to the report as Annexure -C and is incorporated herein by
reference and forms an integral part of this report.
28. PARTICULARS OF EMPLOYEES:
Disclosure under the provisions of Section 197 of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
a) The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year.
1 Mr. Abhijit Chatterjee |
32.8:1 |
2 Mrs. Sayani Chatterjee |
9.47:1 |
3 T anmaya das |
7.74:1 |
b) The percentage increase in the remuneration of each director, Chief
Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial
year.
Sr. Name |
Designation |
% Increase |
1 Mr. Abhijit Chatterjee |
WTD & CEO |
35% |
2 Mrs. Sayani Chatterjee |
Managing Director |
6.65 % |
3 Mr. Sandip Biswas |
CFO |
22.3% |
4 Ms. Pratima Singh |
CS |
Nil |
5 Mr. Tanmoy Shankar
Bhattacharyea |
Additional Director |
N.A. |
c) The percentage increase in the median remuneration of employees in
the financial year.
- Median Remuneration of employees is not increased during the F.Y.
2023-24.
d) The number of permanent employees on the roll of the Company as on
31.03.2024.
- 92 (Ninety-two)
e) Average percentile increases already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration.
- Average Remuneration of employees is not increased during the F.Y.
2023-24 however, there is an increase in the managerial remuneration given to directors as
the company is listed on the stock exchange, majority of the responsibilities are imposed
on them and to compensate the same, the managerial remuneration have been increased.
f) Affirmation that the remuneration is as per the remuneration policy
of the company.
- The Company's remuneration policy is driven by the success of the
Company during the year under review. The Company affirms that the remuneration is as per
remuneration policy of the Company.
g) The names of the top ten employees in terms of remuneration drawn:
Sl. No Name of the Employee |
Designation of the Employee |
Remuneration received (Rs.) |
Nature of employment whether
contractual or otherwise |
Qualifications and
experience of the employee |
Date of Commencement of
employment |
The age of such employees
(years) as on 31stMarch 2024 |
The last employment held by
such employee before joining the company |
The % of equity shares held
by the employee in the comp any within the meaning of clause (iii)
of sub rule (2) above |
1 Saptarshi Ganguly |
Vice-
President |
8,40,00
0 |
Permanent |
Diploma |
01-09
2018 |
47 |
|
0 |
2 Soumitra Das |
Vice-
President |
693600 |
Permanent |
Graduate |
19-03
2018 |
35 |
|
0 |
3 Debasish Kundu |
Vice-
President |
612000 |
Permanent |
Graduate |
26-12
2012 |
38 |
|
0 |
4 Pranamya Bhattacharya |
Assist
ant
Vice-
President |
481200 |
Permanent |
Graduate |
26-12
2012 |
36 |
|
0 |
5 Sandip Kumar Chakraborty |
Operation
Manager |
307288 |
Permanent |
Graduate |
16-01
2023 |
34 |
|
0 |
6 Sandip Biswas |
General
Manager |
444000 |
Permanent |
Masters |
24-04
2014 |
54 |
|
0 |
7 Kamalesh Das |
Assistant-
General
Manager |
376800 |
Permanent |
Graduate |
24-06
2013 |
52 |
|
0 |
8 Prasenjit Nandy |
General
Manager |
270257 |
Permanent |
Graduate |
17-07
2023 |
32 |
|
0 |
9 Sanjay Maity |
RM |
180000 |
Permanent |
Graduate |
19-09
2023 |
43 |
- |
0 |
10 Basu Ranjan Deb |
RM |
150000 |
Permanent |
Graduate |
01-11
2023 |
48 |
|
0 |
h) The name of every employee, who:
1.) Employed throughout the financial year, was in receipt of
remuneration for that year which, in the aggregate, was not less than One Crore and Two
Lakh Rupees: NIL
2. ) Employed for a part of the financial year, was in receipt of
remuneration for any part of that year, at a rate which, in the aggregate, was not less
than Eight Lakh and Fifty Thousand Rupees per month: NIL
3. ) Employed throughout the financial year or part thereof, was in
receipt of remuneration in that year which, in the aggregate, or as the case may be, at a
rate which, in the aggregate, is in excess of that drawn by the managing director or
whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company: NIL
29. COST AUDITORS:
The section 148 read with Companies (Audit & Auditors) Rules, 2014
and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to
the Company Hence, the Board of Directors of your company had not appointed Cost Auditor
for obtaining Cost Compliance Report of the company for the financial year 2023-24.
30. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT:
a. aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year: Nil
b. number of shareholders who approached listed entity for transfer of
shares from suspense account during the year: Nil
c. number of shareholders to whom share were transferred from suspense
account during the year: Nil
d. aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year: Nil
e. voting rights on shares which remain frozen till the rightful owner
of such shares claims the shares: Nil
31. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with the provisions of Secretarial Standards
(I & II) issued by the Institute of Company Secretaries of India and approved by the
Central Government under section 118(10) of the Companies Act, 2013.
32. PREVENTION OF INSIDER TRADING:
Your company has adopted the "Code of Conduct on Prohibition of
insider trading "and "Code of Conduct for Directors and Senior Management
Personnel" for regulating the dissemination of Unpublished Price Sensitive
Information and trading in security by insiders.
33. INDUSTRIAL RELATIONS (HUMAN RESOURCES):
During the period under review, the personal and industrial relations
with the employees remained cordial in all respects. The management has always carried out
systematic appraisal
of performance and imparted training at periodic intervals. The Company
recognizes talent and has judiciously followed the principle of rewarding performance.
34. EMPLOYEES' STOCK OPTION PLAN
The Company has not provided stock options to any employee.
35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December, 2013. Under the said Act every company is required
to set up an Internal Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee.
The Company is committed to provide a safe and conducive work
environment to its employees during the year under review. The Company has adopted a
policy for prevention of Sexual Harassment of Women at workplace and has set up Committee
for implementation of said policy. During the year Company has not received any complaint
of harassment.
36. INVESTOR GRIEVANCES REDRESSAL STATUS
During the Financial Year 2023-24, there were no complaints or queries
received from the shareholders of the Company. Company Secretary acts as the Compliance
Officer of the Company is responsible for complying with the provisions of the Listing
Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The
Investor can send their query to compliance@aimetr.com
37. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based
complaints redress system. The salient features of this system are centralized database of
all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies
and online viewing by investors of actions taken on the complaint and its status. Your
Company has been registered on SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within the statutory time limit from the
receipt of the complaint. The Company has not received any complaint on the SCORES during
financial year 2023-24.
38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:
There were no applications which are made by or against the company
under The Insolvency and Bankruptcy Code, 2016 during the year.
39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
There were no applications which are made by or against the company
under The Insolvency and Bankruptcy Code, 2016 during the year.
40. OTHER REGULATORY REQUIREMENT
The Company has been complied with all regulatory requirements of
central government and state government and there were no significant and material orders
passed by the Regulators or Courts or Tribunals during the year impacting the going
concern status and the Company's operations in future.
41. ACKNOWLEDGEMENTS
Your directors place on records their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your directors
also acknowledge gratefully the shareholders for their support and confidence reposed on
your Company.
Annexure-A
SECRETARIAL AUDIT REPORT FOR THE FINANICAL YEAR ENDED ON 31st
MARCH, 2024 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the
Companies (Appointment
and Remuneration Personnel) Rules, 2014]
To,
The Members,
Ascensive Educare Limited
Ascent Enclave 1110 Rasbihari Avenue,
Fatokgora Chandannagar,
Hooghly-712136, West Bengal
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Ascensive Educare
Limited (CIN: U80901WB2012PLC189500) (hereinafter called the Company). Secretarial Audit
was conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, We hereby report that in our opinion, the company
has, during the audit period covering the financial year ended on 31st
March, 2024 complied with the statutory provisions listed hereunder and also that
the Company has proper Board-processes and compliance-mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2024 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation] Act, 1956 ('SCRA') and the
rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act'):
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c] The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements] Regulations, 2018;
d] The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements] Regulations, 2015
e] The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity] Regulations, 2021; (Not Applicable to the Company during the
Audit Period)
f] The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities] Regulations, 2021; (Not Applicable to the Company during
the Audit Period)
g] The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents] Regulations, 1993 regarding the Companies Act and dealing with
client;
h] The Securities and Exchange Board of India (Delisting of Equity
Shares] Regulations, 2021; (Not Applicable to the Company during the Audit Period); and
i] The Securities and Exchange Board of India (Buyback of Securities]
Regulations, 2018; (Not Applicable to the Company during the Audit Period)
(v] We have relied on the representation made by the Company, its
Officers and on the reports given by designated professionals for systems and processes
formed by the Company to monitor and ensure compliances under other applicable Acts, Laws
and Regulations to the Company.
(vi] As declared by the Management, at present there is no law which is
specifically applicable to the Company.
We have also examined compliance with the applicable clauses of the
following:
(i] Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii] The Listing Agreements entered into by the Company with Stock
Exchanges read with Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements] Regulations, 2015.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
except:
a) During the year Company has availed car loan facility from Axis Bank
of which company has failed to register the Charge as per the provisions of section 77 of
the companies Act, 2013.
We further report that:
Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
All decisions in the Board are carried through, while the dissenting
members' views, if any, are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in
the company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the Audit period the Company has no
specific events/actions having a major bearing on the Companies Affairs in pursuant of the
above referred Laws, Rules, Regulations, Guidelines, Standards etc.
To,
The Members,
Ascensive Educare Limited
Ascent Enclave 1110 Rasbihari Avenue,
Fatokgora Chandannagar,
Hooghly-712136, West Bengal
Our report of even date is to be read along with this letter.
1) Maintenance of secretarial record is the responsibility of the
management of the company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2) We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3) We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4) Wherever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happenings of events etc.
5) The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6) The secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the company.
Annexure-B
FORM NO. AOC.2
Form for disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub-section (1) of section 188 of
the Companies
Act, 2013 including certain arms length transactions under third
proviso thereto
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014)
II III II |
1. Details of contracts or
arrangements or transactions not at arm's length basis |
Name(s) of the related party
and nature of relationship |
Nature of
contracts/arrangements/transaction s |
Duration of the
contracts/arrangements/transactions |
Salient terms of the
contracts or arrangements or transactions including the value, if any |
Justification for entering
into such contracts or arrangements or transactions |
date(s) of approval by the
Board |
Amount paid as advances, if
any: |
Date on which the special
resolution was passed in general meeting |
Not Applicable |
2. Details of material contracts or arrangement or transactions at
arm's length basis
Name(s) of the related party |
Nature of Relationship |
Nature of
contracts/arrangements/transactions |
Duration of the
contracts/arrangements/transactions |
Salient terms of the contracts
or arrangements or transactions including the value, if any |
Justification for entering
into such contracts or arrangements or transactions |
date(s) of approval by the Board |
Amount paid as advances, if any: |
Ascensive Edu Skill Foundation |
Significant influence of KMP |
Purchase of Services |
N.A. |
1.47 |
day to day Business |
5/29/2023 |
NO |
Ascensive HR Consultants
Private Limited |
Significant influence of KMP |
Purchase of Services |
N.A. |
1.78 |
day to day Business |
5/29/2023 |
NO |
Ascensive Techsol Ventures Pvt
Ltd |
Significant influence of KMP |
Purchase of Services |
N.A. |
8.77 |
day to day Business |
5/29/2023 |
NO |
Awesome Empowerment
Association |
Significant influence of KMP |
Purchase of Services |
N.A. |
13.4 |
day to day Business |
5/29/2023 |
NO |
|