AFFLUENCE

BOARD'S REPORT

Dear Shareholders,

Your Directors takes pleasure in presenting the Twenty-Third Annual Report of the operations and business of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2016

2. STATE OF COMPANY AFFAIRS:

The financial statements of the company is prepared as per the applicable provisions of section 133 of Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014. In the year 2015-16 your company earned an income of Rs 21,607,205/- which relates to income from Interest on loan amounting to Rs 14,454,827/- and profit on redemption/sale of investments Rs 65,68,452/-. But due to provision for NPA of Rs 61,196,590/- and provision against diminution of Cu rrent Investments for Rs 29,363,062/- , your company has recorded loss of Rs 81,080,694/- before tax and a loss of Rs 59,836,834/- after tax for the year under review. The EPS of the company for the year ended 31.03.2016 is negative Rs 8.55.

The operating profit before provision of NPA and provision against diminution of Current Investments stand to Rs 93,05,379/- for the year under review. The Loan book , both secured and unsecured stood to Rs 152,545,694/- as on 31.03.2016.

The Financial Years 2015 - 16 have been full of changes in the regime. SEBI witnessed itself by bringing out major amendment to listed companies by replacing existing Listing Agreement with SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 effective from 1st December 2015 and new Insider Trading Regulation, 2015, which was effective from 15th day of May, 2015 so as to keep a check on dealing by Insiders in the securities of the company. Thus we find that listed entities are under complete vigilance in case of capital markets.

3. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the company during the F.Y. 2015-2016. Your company is engaged in financial services and no other business segment is there and so there is only one segment reporting as per AS 17.

4. DIVIDEND:

The company has incurred loss during the year under review and so Board of Directors has decided not to recommend any dividend for the year ended 31st March 2016.

5. CHANGES IN SHARE CAPITAL:

There has being no change in the share capital of the company during the year 2015-16. At the end of the year as on 31st March 2016 the paid up Equity Share Capital as on 31st March, 2016 stood at Rs 69,964,955 (includes forfeited shares capital).

6. TRANSFER TO RESERVE:

Your company has incurred loss during the year under review and so no amount has been transferred to statutory reserve under section 45 IC of RBI Act 1934 for the year ended 31st March 2016.

7. DIRECTORS & KEY MANAGERIAL PERSON:

DIRECTORS

In accordance with the Article of Association of the company and provisions of Companies Act 2013, Ms Anju Mundhra (Din : 06969718) retires by rotation and being eligible, seeks reappointment.

The board on recommendation of Nomination & Remuneration committee and approval of shareholders in the Annual General Meeting held on 31st day of July, 2015, revised the remuneration structure of Mr. Pawan Jain from

Rs 15,00,000/- p.a. to Rs 42,00,000/- p.a inclusive of salary, benefits, allowances and perquisite effective from 1st April 2015. Further Mr. Pawan Jain (Din : 00038076) was reappointed as Managing Director & CEO of the company for a further period of 3 years effective from 1st December 2015 on recommendation of Nomination & Remuneration committee at a remuneration of Rs 84,00,000/- p.a. inclusive of salary, benefits, perquisites and allowances effective from 01.12.2015, duly approved by shareholders in the AGM held

on 31st July 2015.

The Board of Directors appointed Mr. Daulat Jain as an additional director (Promoter, non - Executive) w.e.f. 14th January, 2016 pursuant to section 161 of Companies Act 2013 and shall hold office up to the date of ensuing Annual General Meeting and shall be liable to retire by rotation. The company has received a notice as per the provision of section 160(1) of Companies Act 2013 , from a member proposing his appointment as director.

The Board of Directors appointed Mr Sanjay Kr Singh ( Din 00003695) as an additional director (Independent Director) w.e.f. 14th January 2016 pursuant to section 161 of Companies Act 2013 for a period of 5 consecutive years and shall hold office up to the date of ensuing Annual General Meeting and shall not retire by rotation. The company has received a notice as per the provision of section 160(1) of Companies Act 2013 , from a member proposing his appointment as director.

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and as per regulation 25 of SEBI (LODR) Regulations, 2015 all requisite declarations were placed before the Board.

Pursuant to regulation 36 of SEBI (LODR) Regulations, 2015, a brief resume / details relating to Directors who are proposed to be appointed/re-appointed are furnished in the Notice of the ensuing AGM.

The major highlights of the Remuneration Policy of the Company framed on Director's appointment and rem u n erati on , i n cl u di n g cri teri a for determ i n i n g qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, are disclosed in the Corporate Governance Report .

KEY MANAGERIAL PERSONNEL

In terms of section 203 of Companies Act 2013 and rules made thereon, the following are the Key Managerial Personnel of the company during the F.Y. 2015- 16.

1) Mr. Pawan Jain - Managing Director & CEO

2) Ms. Anju Mundhra - Executive Director - Legal & Company Secretary

3) Mr. Amit Jain - Chief Financial Officer

8. NUMBER OF MEETINGS OF THE BOARD:

The company has duly complied with section 173 of the Companies' Act 2013. During the year under review, Four board meetings were convened and held. The date on which meeting were held are as follow 1st May 2015, 31st July 2015, 27th October 2015, 14th January 2016 and further there was a circular meeting held on 28th April, 2015 .The maximum interval between any two meetings did not exceeded 120 days.

9. FORMAL ANNUAL EVALUATION:

During the year, the Board has carried out the annual evalu ati on of i ts own performance as well as the evaluation of the working of its Committees and individual Di rectors. Thi s exerci se was carri ed ou t th rou gh a structured questionnaire prepared separately for Board, Committee and individual Directors on the basis of the following parameters:

1) Composition of Board and committee

2) Attendance of Board Meetings and Board Committee Meetings

3) Quality of contribution to Board deliberations

4) Experience & competencies

5) Strategic perspectives or inputs regarding future growth of Company and its performance

6) Ethics and compliance

Separate exerci se was carri ed out to evalu ate the performance of chairman and Managing Director on basis of the parameters such as contribution, independent judgement, effective leadership to the Board, safeguarding of minority shareholders interest etc . Based on aforesaid parameters, the performance of the Board, various Board Committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Com m i ttee an d I n d i vi d u al D i r ectors ( i n cl u d i n g Independent Directors) was carried out and evaluated to be satisfactory.

During the year under review, the Independent Directors of your Company carried out the performance evaluation of Non- Independent Directors and Chairperson at a separate meeting of Independent Director.

The Directors were satisfied with the Evaluation Results, which reflects the overall engagement of board and its committee with the company. Board' s acti ons and decisions are aligned with the Company's best interest. All Directors are interactive and participative. The Directors at the i ndivi dual level enhances the valu e of boards' effectiveness by elevating its knowledge and integrating the same in all desired ways so as to commit to the goal of sustainably elevating the Company's value creation for the long term. The Chairman has wide knowledge and vast experience and skills and understanding of the Board's Functioning.

10. MANAGERIAL REMUNERATION:

The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of the Com pan i es Act, 2 01 3 read wi th ru l e 5 (1 ) of th e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure A. and forms part of the Board Report.

Further, none of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 so statement pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be included.

11. DETAILS OF SUBSIDIARY / JOINT VENTURES /

ASSOCIATE COMPANIES:

Your Company has neither a Subsidiary Company nor a Joint Venture Company or an Associate Company during the year under review.

12. AUDITORS STATUTORY AUDITOR :

M/s. P.K Sah & Associates, Chartered Accountants was appointed as Statutory Auditors of the Company for a period of 3 years pursuant to section 139(2) of the Companies Act 2013 and rules made thereon in the Annual General Meeting held on 2nd September 2014. The company has received letter from them to the effect that their appointment if ratified would be within the prescribed limit under section 141 of the Companies Act 2013 and they are not disqualified for appointment. Accordingly a resolution seeking members' ratification for the

appointment of M/s. P.K.Sah & Associates as Statutory Auditor for the F.Y. 2016-2017 is included in the Notice convening the ensuing Annual General Meeting.

SECRETARIAL AUDITOR:

Pu rsu an t to th e provi si ons of Secti on 2 04 of th e Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MR & Associ ates, Company Secretaries to undertake the Secretarial Audit of the Company for the fi nan ci al year 2 01 5-1 6. The Secretarial Audit Report for the year ended 31st March 2016 is annexed herewith as Annexure B.

INTERNAL AUDITOR:

Pu rsu an t to th e provi si ons of Secti on 1 3 8 of th e Companies Act, 2013 and rules framed thereon , your Company has appoi nted M /s. Shyamsu kha Ami t & Associates, Chartered Accountant to undertake the Internal Audit of the Company for the F.Y. 2015-2016. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31st March  2016.

AUDITOR REPORTS:

There are no qualifications, reservation or adverse remarks made by M/s. P.K.Sah & Associates, the Statutory Auditor, in their Audit Report on the financial statements for the year ended 31st March 2016 and by M/s. MR.& Associates , Company Secretaries , in their Secretarial Audit Report.

The Statutory Auditor has not reported any incident of fraud to the Audit Committee of the company in the year under review.

13. COMMITTEES:

With a view to have a more focused attention on business and for better governance and accountability, and in accordance with applicable provisions, your Board has the following mandatory committees viz. Audit Committee, Stakeholders' Relationship Committee and Nomination and Remuneration Committee. The details of the committee with terms of reference along with composition and meeting held during the year are provided in the Report on Corporate Governance, a part of this Annual Report.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has established a vigil mechanism for

Directors and employees to report their genuine concerns and about unethical behavior, actual or suspected, fraud or violation of the Codes of Conduct or Ethics policy. It has adopted a Whistle Blower Policy and the same is hosted on the website of the company (<http://www.ashikagroup.com/> PDF/ VIGIL MECHANISM.pdf). The details of the said vigil mechanism have been given in the Corporate Governance Report annexed to this Report.

15. RISK MANAGEMENT POLICY:

Pursuant to section 134(n) of Companies Act 2013 and Regulation 17(9) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, your company has a robust Risk management framework to identify, evaluate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the bu si n ess objecti ves and en h an ce the com peti ti ve advantage. The framework has a different risk model which helps in identifying risk trends, exposure and potential impact analysis at a company level. The key business risk identified by the company is disclosed in the Corporate Governance report.

16. CORPORATE SOCIAL RESPONSIBILITY:

The Company had not taken any i nitiati ves on the activities of Corporate Social Responsibilities as the provisions relating to the same are not applicable to the Company.

17. EXTRACT OF ANNUAL RETURN:

Companies Act, 2013 makes mandatory for every company to prepare an extract in the format prescribed MGT 9. The detailed extract forming part of the Annual Return as on 31st March 2016 is annexed herewith as Annexure - C.

18. MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position of the company, which have occurred since 31st March 2016, being the end of the Fi nanci al Year of the Com pany to whi ch fi nanci al statements relate and the date of the report.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING  THE GOING CONCERN STATUS AND COMPANY'S  OPERATION IN FUTURE:

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

There stood a complaint filed by Manali Properties Limited and M/s. Manali Properties & Finance Private Limited against company & its officers u/s 200 of the Criminal Procedu re Code before the Cou rt of Metropoli tan Magistrate , Kolkata. Pursuant to the said complaint your company had made an application u/s 482 to Hon'ble High Court, Calcutta and the court has granted a stay order on 12.09.2012. The matter is till date pending before Bankshall Court and High Court, Kolkata.

20. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR  ADEQUACY:

The Company Internal Financial Control System are commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss, proper prevention & detection of frauds & error, the accuracy and completeness of the accounting records, and all transactions are authorized, recorded and reported correctly. The scope and authority of the Internal Audit (IA) function is defined in the internal financial control policy. These are routinely monitored and evaluated by the Statutory as well as Internal Auditors.

The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial Control System in the Company, its compliance with operatin g systems, accounting procedures and policies. To maintain its objectivity and independence, the Internal Auditor reports directly to the Chairman of the Audit Committee of the Board, all the significant audit observations and follow up actions thereon. Both Statutory and Internal Auditor have quarterly sessions with the Audit committee. The Internal audit report are placed before the Audit committee on quarterly basis and all findings and observation are recorded thereon. The said observation and comments, if any of the Audit Committee are placed before the board.

21. PARTICULARS OF LOANS, GUARANTEES OR  INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT 2013:

Your Company being the Non Banking Financial Company having the principal business of providing loans, i s exempted from the provisions of Section 186 of the Companies Act, 2013 to the extent of providing loans, giving guarantee and providing security in connection with loan.

However, the details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in notes to the financial statement

22. DEPOSITS:

Your company is Non Deposit taking NBFC registered with RBI, thus the said clau se is not applicable and the company does not accept any deposit. The Board of Directors has duly passed a resolution in their meeting giving effect to the aforesaid statement.

23. CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH  RELATED PARTIES:

All contracts/ arrangements/transactions with related parties entered by the company during the financial year 2015-16 were at arm's length basis and in the ordinary course of business and are i n compliance with the applicable provision of the Companies Act 2013 and SEBI (LODR) Regulations, 2015 (Previously Listing Agreement). There were no materially significant related party transactions made by the company with Promoters, Directors, KMPs or other designated person which may have a potential conflict with the interest of the company at large.

Particulars of contracts or arrangements or transactions entered into by the company with related parties covered u/s 188 (1) of Companies Act 2013 is mentioned in form AOC - 2 and is appended as Annexure - D to the Board Report .

In terms of Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 which came in to effect w.e.f. 1st December 2015 and as per section 177 of Companies Act 2013 read with rules thereon, all related party transactions are placed before the Audit Committee for review and approval. The Board of Directors of the Company has approved the criteri a for making the omnibus approval by the Audit Committee within the overall framework of the policy on Related Party Transactions. Prioromnibu s approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature.

A Related Party policy has been devised by the Board of Directors for determining the materiality of transactions with related parties and dealing with them and is hosted on the website (www.ashikagroup.com ) of the company and the link to the said policy has been provided elsewhere in the Annual Report. The detailed related party transactions are disclosed in the Corporate Governance report and in the financial statements, which forms a part to the Annual report.

Pursuant to Regulation 23 of SEBI (LODR) Regulations, 2015 which came in to effect w.e.f. 1st December 2015 ,

which specify that all existing material RPTs entered prior to the notification of SEBI (LODR) Regulations, 2015 and which are likely to continue beyond December 01, 2015 is being placed for approval of the Members at the ensuing 23rd Annual General Meeting.

24. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the report on Corporate Governance and Management Discussion & Analysis forms part of the Annual Report. The Certificate from the Secretarial Auditor of the company confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 also constitute an integral part of the Annual Report.

25. DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT:

The company has adopted the policy on redressal of Sexual and Workplace harassment as per the Sexual H arassmen t of Women at Workplace (Preventi on , Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act"). and the same is displayed at the website of the company (<http://www.ashikagroup.com/> PDF/sexual % 20 harassment % 20policy-ACCL.pdf). The Company believes that it is the responsibility of the organisation to provide an environment to its employee who is free of discrimination, intimidation and abuse and also to protect the integrity and dignity of its employees and to avoid conflicts and disruptions in the work environment. Further there stood no cases filed during the year under review.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOES:

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, technology absorption and foreign exchanges earning and outgo , as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

27. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to the information and explanationobtained by them make the following statement in terms of clause (c) of sub-section (3 ) of section 1 3 4 of Companies Act 2013 that —

a) In the preparation of the annual accounts for the finance al year ended on 31st March 2016, 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2016 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 Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. ACKNOWLEDGMENTS:

You r Di rectors take the opportunity to thank the Regulators, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

(PAWAN JAIN)

Chairman & Managing Director

DIN: 00038076

Place: Kolkata

Date: 29/05/2016