Mar 31, 2019
Dear Members,
The Directors have pleasure in presenting the Twenty Seventh Annual Report on the business and operations of your Company and the Financial Statements for the year ended 31st March 2019.
Financial Highlights
The following table gives the financial highlights of your Company on a Standalone and Consolidated basis for the financial year 2018-2019:
(Rs. in Lacs)
Particulars |
Standalone |
Consolidated |
||
2018-2019 |
2017-2018 |
2018-2019 |
2017-2018 |
|
Gross Income |
8116.80 |
9426.99 |
10307.17 |
10244.41 |
Profit Before Depreciation |
2462.71 |
2961.34 |
2772.03 |
3079.18 |
Depreciation |
114.38 |
92.82 |
119.80 |
99.15 |
Profit Before Tax |
2348.32 |
2868.52 |
2652.22 |
2980.03 |
Provision for Taxation |
664.92 |
865.27 |
750.20 |
913.20 |
Net Profit After Taxation |
1683.39 |
2003.25 |
1902.02 |
2066.83 |
Balance of Profit and Loss a/c (b/f) |
1270.03 |
940.29 |
1489.47 |
1205.87 |
Profit Available for Appropriation |
2953.43 |
2943.54 |
339I.50 |
3272.70 |
Appropriations: |
||||
Transfer to General Reserve |
1500.00 |
1500.00 |
1575.00 |
1585.00 |
Transfer to Statutory Reserve |
Nil |
Nil |
21.22 |
10.26 |
Dividend (inclusive of dividend tax) |
188.27 |
173.51 |
188.27 |
187.96 |
Balance Carried to Balance Sheet |
1265.15 |
1270.03 |
1607.00 |
1489.47 |
Review of Operations
During the year under review, the Company has posted gross income of Rs. 8,116.80 lacs (previous year Rs. 9,426.99 lacs) on a Standalone Basis and a net profit after tax, for the year 2018-19, of Rs. 1,683.39 Lacs compared to Rs. 2,003.25 Lacs in the previous year. On a Consolidated basis during the year under review, the company has posted gross income of Rs. 10,307.17 Lacs (previous year Rs. 10,244.41 lacs). The Consolidated net profit during the same period stands at Rs. 1,902.0I lacs as compared to Rs.2,066.83 lacs in the previous year.
A detailed note on the Companyâs operational and financial performance is given in Management Discussion and Analysis (MDA) Report which is annexed to the Directorâs Report. The MDA report has been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI (LODR) 2015 with the BSE Ltd.
Transfer to General Reserves
The Company proposes to transfer Rs. 1,500.00 Lacs to the general reserves out of the amount available for appropriations and an amount of Rs. 1,265.15 lacs are proposed to be retained in the Profit and Loss Account.
Share Capital
The paid up Equity Share Capital as at March 31, 2019 stood at Rs. 10.41 Crore. There has been no change in the capital structure of Company during the year under review.
Dividend
Your Directors are pleased to recommend the dividend Rs.0.75 (15% per share) on the Equity Shares of the Company for the financial year 2018-19.The dividend payout is subject to approval of member at the ensuing 27th Annual General Meeting.
Public Deposits
During the Financial Year 2018-19 under review The Company has neither invited nor accepted any public deposits within the meaning of section 73 & 74 of the Companies Act, 2013 read with Companies (Acceptance or Deposit) Rules 2014.
Subsidiaries
As on 31â March, 2019 Your Company had eight wholly owned subsidiaries. During the year, the Board of Directors reviewed the business operations and financial performance of the said Companies.
1. Arihant Futures and Commodities Limited
2. Arihant Financial Services Limited
3. Arihant Lifespace Infra Developers Limited
4. Arihant Insurance Broking Services Limited
5. Arihant Investment Advisers Pvt. Limited. (Formerly Known as-Arihant Financial Planners and Advisors Pvt. Ltd.)
6. Ahinsa Lifespace Infraheight Limited.
7. Arihant Asset Management Limited (Formerly Known as -Arihant Housing Finance Corporation Limited)
8. Arihant Capital (IFSC) Limited.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of your Company which is forming part of this Annual Report. Further, a Statement containing salient features of financial information of the Subsidiary Companies is disclosed in the prescribed format AOC-I, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report âAnnexure-E.â The Statement also provides details of performance and financial position of each of the Companies. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the Consolidated Financial Statements and the related information of the Company and the Audited Accounts of the Subsidiaries Companies, are available on our website i.e. www.arihantcapital.com. These documents shall also be available for inspection during the business hours, i.e. between 10.00 A.M. to 6.00 P.M. on all working days (except Saturday and Sunday) at the Registered Office of the Company. In accordance with the Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part this Annual Report.
Directors
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunil Kumar Jain who is due to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment. The Board recommends his re-appointment for the consideration of the members of the company at the ensuing Annual General Meeting. Mr. Pavan Kumar Ved Director of the Company, resigned with effect from 25th September, 2018 due to some personal reason. The Board Places on record his appreciation for the invaluable contributions made by him during his tenure as a Non-Executive Director of the Company.
Independent Directors
All Independent Directors have given declarations that they meet criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (I) (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
As per requirement of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 separate meeting of the independent directors (âAnnual Independent Directors Meetingâ) was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.
Mr.Akhilesh Rathi and Mr. Parag Rameshbhai Shah is eligible for reappointment as an Independent Director for a second term of Five years commencing from 0I/04/2019 upto 31/03/2024 at the ensuing AGM for the approval of the Members by way of Special Resolution. Mr. Ashish Maheshwari is eligible for appointment as an Independent director to hold office for Five consecutive years for term upto 31/03/2022.
Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board members. The details of this policy are explained in the Corporate Governance Report. There has been no change in the policy during the year.
Board and Committee Meetings
The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.
Particulars of Loans, Guarantees or Investments by Company
The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part of Annual Report.
Whistle Blower Policy/Vigil Mechanism
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Companyâs Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.
During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower policy of the Company was received by the Company.
The Whistle Blower Policy has been posted on the website of the company www.arihantcapital.com.
Transfer of Amounts to Investor Education and Protection Fund
Pursuant to the Section 123 & 125 of the Companies Act, 2013, the relevant amounts which remained unpaid or unclaimed for a period of seven years from the date they become due for payment have been transferred by the Company to the Investor Education and Protection Fund.
Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo
In view of the nature of activities which are being carried on by the Company, Rules 8(3) A and B of the Companies (Accounts) Rules, 2014 concerning conservation of energy and technology absorption respectively are not applicable to the Company. The Company has been continuously using technology in its operations; however efforts are made to further reduce energy consumption.
A. Conservation of Energy
The steps taken or impact on conservation of energy:
I. The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.
II. The capital investment on energy conservation equipments : NIL
B. Technology Absorption:
I. The efforts made towards technology absorption: Not Applicable.
ii. The benefits derived like product Improvement, cost reduction, product development or import substitution : Not Applicable
iiI. In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year) : Not Applicable
IV. Company has not incurred any expenditure on Research and Development during the year under review.
C. Foreign Exchange earning & outgo : Foreign exchange earned in terms of actual inflow Rs.1386596 (previous Year Rs. Nil)
Information as Per Rule 5(2) Of the Chapter xiii, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Board Report and are annexed herewith as âAnnexure-Dâ
Risk Management & Internal Financial Control and Its Adequacy
Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short and long term business goals of your company. The risk management framework, which is based on our holding Companyâs risk management process, is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.
The Internal Financial control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transaction with proper authorization and ensuring compliances with corporate policies.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant the provision of the act and the corporate governance requirement as prescribed by the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement, Regulation 2015 (SEBI Listing Regulation).
The performance of the board was evaluated by the board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.
The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.
Directorâs Responsibility Statement
In pursuance of Section 134(3) (c) read with section 134(5) of the Companies Act, 2013, the Directorâs statement, as an averment of their responsibility, is as under:
(i) The Company has, in the preparation of the annual accounts for the year ended March 31, 2019, followed the applicable accounting standards along with proper explanations relating to material departures, if any.
(ii) They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at 31â March 2019 and of the profit or loss of the Company for the year ended.
(iii) They have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) They have prepared the annual accounts for the financial year ended 31st March 2019 on a going concern basis.
(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and
(vi) They had devised proper systems to ensure compliance with the provisions of all applicable laws and those systems are adequate and operating effectively.
Auditors and Auditorâs Report
The Members at the 25thAnnual General Meeting of the Company held on 09th September, 2017, had appointed M/s Dinesh Ajmera & Associates, Chartered Accountants (Firm Registration no. 011970C) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the said Annual General Meeting until the conclusion of 30th Annual General Meeting, subject to ratification of their appointment by the shareholders, every year. The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditorâs appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditorâs appointment is not included in the Notice of the ensuing Annual General Meeting.
In terms of provisions of Section 139 of the Act, M/s Dinesh Ajmera & Associates have furnished a certificate that their appointment is within the limits prescribed.
There are no qualifications, reservations or adverse remarks made by Statutory Auditors in their Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report covering the matters listed in Clause 34(2) (e) of the SEBI (LODR), 2015, for the year under review is given as a separate in the Annual Report.
Corporate Governance
Your Company is committed towards maintaining high standards of Governance. The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Certificate from Practicing Company Secretary confirming compliance to the corporate governance requirements by the Company is attached to this report.
Corporate Social Responsibility
Your Company is committed to improve the quality of life of the communities in its focus areas through long term value creation for all its Stakeholders through its various Corporate Social Responsibility (CSR) initiatives.
Brief details on various focus areas of interventions are part of the Annual Report on CSR activities annexed to this report as âAnnexure-Câ in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy adopted by the Company can be viewed at website of the Company.
Extract of Annual Return
As provide under Section 92(3) of the act and Rule 12 (I) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual return is given in âAnnexure-Aâ in the prescribed Form MGT-9, which is a part of this report.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s Ajit Jain & Co., Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31st March 2019.
The Secretarial Audit Report issued in this regard is annexed as âAnnexure - Câ
The secretarial audit report does contain any qualifications, reservations, adverse remarks or disclaimer.
Related Party Transactions
All related party transactions that were entered into during the financial year under review were on armâs length basis and in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. Thus, disclosures in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. There were no materially significant Related Party Transactions made by the Company during the year that required shareholdersâ approval under Regulation 23 of the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for them cannot be foreseen in advance.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
- Neither the Managing Director nor Whole Time Director of the company received any remuneration or commission from any of its subsidiaries.
- No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status any companyâs operation in future.
Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has zero tolerance towards sexual harassment at workplace. It has a well - defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. An Internal Committee is in place to redress complaints received regarding sexual harassment. The Company has not received any complaint of sexual harassment during financial year 2018-2019.
Acknowledgement
Your directors take this opportunity to thank the customers, shareholders, financial institutions, stock exchanges, SEBI, Reserve Bank of India, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies for their consistent support and encouragement to the Company.
We also place on record our sincere appreciation to all the members of Arihant family including our employees and authorized persons for their hard work, support and commitment. Their dedication and competence has made these results achievable.
For and on behalf of the Board of Directors
Ashok Kumar Jain
(Chairman)
Place: Indore
Dated: 21/05/2019
Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting the Twenty Sixth Board Report on the business and operations of your Company along with the Standalone and Consolidated Audited Financial Statements and accounts for the year ended 31s March, 2018.
Financial Highlights
The following table gives the financial highlights of your company on a standalone and consolidated basis for the financial year 2017-2018 :
(Rs. in Lacs)
Particulars |
Standalone |
Consolidated |
||
2017 - 2018 |
2016 - 2017 |
2017 - 2018 |
2016 - 2017 |
|
Gross Income |
9426.99 |
7694.15 |
10244.41 |
8694.62 |
Profit Before Depreciation |
2961.34 |
2322.87 |
3079.18 |
2588.90 |
Depreciation |
92.82 |
75.77 |
99.15 |
83.59 |
Profit Before Tax |
2868.52 |
2247.07 |
2980.03 |
2505.31 |
Provision for Taxation |
865.27 |
756.05 |
913.20 |
836.79 |
Net Profit After Taxation |
2003.25 |
1491.03 |
2066.83 |
1668.51 |
Balance of Profit and Loss a/c (b/f) |
940.29 |
249.26 |
1205.87 |
588.60 |
Profit Available for Appropriation |
2943.54 |
1740.29 |
3272.70 |
2257.12 |
Appropriations: |
||||
Transfer to General Reserve |
1500.00 |
800.00 |
1585.00 |
1040.00 |
Transfer to Statutory Reserve |
Nil |
Nil |
10.26 |
11.25 |
Dividend (inclusive of dividend tax) |
173.51 |
0.00 |
187.96 |
0.00 |
Balance Carried to Balance Sheet |
1270.03 |
940.29 |
1489.47 |
1205.87 |
Review of Operations
During the year under review, the company has posted gross income of Rs. 9,426.99 lacs (previous year Rs. 7,694.15 lacs) on a standalone basis and a net profit after tax, for the year 2017-18, of Rs. 2,003.25 Lacs compared to Rs. 1,491.03 Lacs in the previous year. On a consolidated basis during the year under review, the company has posted gross income of Rs. 10,244.41 Lacs (previous year Rs. 8, 694.62 Lacs). The consolidated net profit during the same period stands at Rs. 2,066.83 Lacs as compared to Rs. 1,668.51 lacs in the previous year.
A detailed note on the Companyâs operational and financial performance is given in Management Discussion and Analysis (MDA) Report which is annexed to the Directorsâ Report. The MDA report has been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI (LODR) 2015 with the BSE Ltd.
Transfer to General Reserves
The Company proposes to transfer Rs. 1,500.00 Lacs to the general reserves out of the amount available for appropriations and an amount of Rs. 1,270.03 Lacs are proposed to be retained in the Profit and Loss Account.
Share Capital
The paid up Equity Share Capital as at March 31, 2018 stood at Rs. 10.41 Crore. There has been no change in the capital structure of company during the year under review.
Dividend
Your Directors are pleased to recommend the dividend Rs. 0.75 (15% per share) on the Equity Shares of the Company for the financial year 2017-2018. The dividend payout is subject to approval of member at the ensuing 26th Annual General Meeting.
Public Deposits
During the Financial Year 2017-18 under review The Company has neither invited nor accepted any public deposits within the meaning of section 73 & 74 of the Companies Act, 2013 read with Companies (Acceptance or Deposit) Rules 2014.
Subsidiaries
As on 31st March, 2018 Your Company had eight wholly owned subsidiaries. During the year, the Board of Directors reviewed the business operations and financial performance of the said Companies.
1. Arihant Futures and Commodities Limited.
2. Arihant Financial Services Limited.
3. Arihant Lifespace Infra Developers Limited.
4. Arihant Insurance Broking Services Limited.
5. Arihant Financial Planners and Advisors Pvt. Ltd.
6. Ahinsa Lifespace Infraheight Ltd.
7. Arihant Housing Finance Corporation Limited.
8. Arihant Capital (IFSC) Limited.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of your Company which is forming part of this Annual Report. Further, a Statement containing salient features of financial information of the Subsidiary Companies is disclosed in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed with this Report. The Statement also provides details of performance and financial position of each of the Companies. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it
In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the Consolidated Financial Statements and the related information of the Company and the Audited Accounts of the Subsidiaries Companies, are available on our website i.e. www.arihantcapital.com.These documents shall also be available for inspection during the business hours, i.e. between 10.00 A.M. to 6.00 P.M. on all working days (except Saturday and Sunday) at the Registered Office of the Company. In accordance with the accounting standard AS-21, the consolidated financial statements are furnished herewith and form part this Annual Report.
Directors
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pavan KumarVed who is due to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment. The Board recommends his re-appointment for the consideration of the members of the company at the ensuing Annual General Meeting. During the year there has been no change with respect to key managerial personnel.
Independent Directors
All Independent Directors have given declarations that they meet criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
As per requirement of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 separate meeting of the independent directors (âAnnual Independent Directors Meetingâ) was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.
Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board members.The details of this policy are explained in the Corporate Governance Report. During the year under review, there has been no change in the policy.
Meetings of the Board and its Committees
The details of the meetings of the Board and Committees held during the financial year 20I7-I8 and composition and terms of reference of the Committees are detailed in the Corporate Governance Report.
Particulars of Loans, Guarantees or Investments by Company
Details of Loans, Guarantees and Investments covered under the provisions of Section I86 of the Companies Act, 20I3 are given in the notes to Financial Statements.
Whistle Blower Policy/Vigil Mechanism
Pursuant to the provisions of Section I77 (9) & (I0) of the Companies Act, 20I3 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 20I4 and SEBI (LODR) Regulations, 20I5, the Company has in place aWhistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Companyâs Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.
During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower policy of the Company was received by the Company.
The Whistle Blower Policy has been posted on the website of the company www.arihantcapital.com.
Transfer of Amounts to Investor Education and Protection Fund
Pursuant to the Section I23 & I25 of the Companies Act, 20I3, the relevant amounts which remained unpaid or unclaimed for a period of seven years from the date they become due for payment have been transferred by the Company to the Investor Education and Protection Fund.
Conservation Of Energy,TechnologyAbsorption and Foreign Exchange Earnings/ Outgo
In view of the nature of activities which are being carried on by the Company, Rules 8(3) A and B of the Companies (Accounts) Rules, 20I4 concerning conservation of energy and technology absorption respectively are not applicable to the Company. The company has been continuously using technology in its operations; however efforts are made to further reduce energy consumption.
During the year,The Company did not have any foreign exchange inflow and outflow.
Information as Per Rule 5(2) Of the Chapter Xiii, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
The information required Pursuant to Section I97(I2) of the Companies Act, 20I3 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 and forming part of the Board Report for the year ended 3Iâ March, 20I8.
Having regard to the provision of the first proviso to section I36 (I) of the Act and as advised the Annual Report excluding the aforesaid information is being sent to the members of the Company.The said information is available for inspection by the Members at the Registered Office of the Company during business hours and any member interested in obtaining such information may write to the company secretary and same will be furnished on request.
Risk Management & Internal Financial Control and Its Adequacy
Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short and long term business goals of your company. The risk management framework, which is based on our holding Companyâs risk management process, is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.
The Internal Financial control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transaction with proper authorization and ensuring compliances with corporate policies.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant the provision of the act and the corporate governance requirement as prescribed by the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement, Regulation 2015 (SEBI Listing Regulation).
The performance of the board was evaluated by the board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.
The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc.
The Board and the Nomination and remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.
Directorâs Responsibility Statement
In pursuance of Section 134(3) (c) read with section 134(5) of the Companies Act, 2013, the Directorâs statement, as an averment of their responsibility, is as under:
(i) The Company has, in the preparation of the annual accounts for the year ended March 31st, 2018, followed the applicable accounting standards along with proper explanations relating to material departures, if any.
(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at 31st March, 2018 and of the profit or loss of the Company for the year ended on that date.
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the annual accounts for the financial year ended 31 â March, 2018 on a going concern basis.
(v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and
(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and those systems are adequate and operating effectively.
Auditors and Auditors Report
Your Companyâs Auditors M/s Dinesh Ajmera & Associates (Firm Registration no. 0II970C), were appointed at the last AGM to hold office until the conclusion of the 30th AGM.
As per the provisions of the Section 139 of the Act, the appointment of the Statutory Auditors is required to be ratified by the members at every AGM of the Company. Accordingly, the rectification of appointment of M/s Dinesh Ajmera & Associates Chartered Accountants, as Statutory Auditors of the Company, is being placed before the members in the ensuring AGM.
In terms of provisions of Section 139 of the Act, M/s Dinesh Ajmera & Associates have furnished a certificate that their appointment is within the limits prescribed.
There are no qualifications, reservations or adverse remarks made by Statutory Auditors in their Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report covering the matters listed in Clause 34(2) (e) of the SEBI (LODR), 2015, for the year under review is given separately in the Annual Report.
Corporate Governance
Your Company is committed towards maintaining high standards of Governance. The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Certificate from Practicing Company Secretary confirming compliance to the corporate governance requirements by the Company is attached to this report.
Policy on Disclosure of Material Events and Information
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.
Corporate Social Responsibility
Your Company is committed to improve the quality of life of the communities in its focus areas through long term value creation for all its Stakeholders through its various Corporate Social Responsibility (CSR) initiatives.
Brief details on various focus areas of interventions are part of the Annual Report on CSR activities annexed to this report as Annexure-C in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 20l4.The policy adopted by the Company can be viewed at website of the Company.
Extract of Annual Return
As provide under Section 92(3) of the act, the extract of the Annual return is given in Annexure-A in the prescribed Form MGT-9, which is a part of this report.
Secretarial Auditor
The Board appointed M/s Ajit Jain & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith Annexure-B. The secretarial audit report does contain any qualifications, reservations, adverse remarks or disclaimer.
Related PartyTransactions
All related party transactions that were entered into during the financial year under review were on armâs length basis and in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted.Thus, disclosures in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required.There are no materially significant related party transactions made by the company with the promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large. All related party transactions are placed before the Audit Committee and the Board for approval, if applicable. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions and suitable disclosures as required by AS-18 has been made in notes of Financial Statement.
General
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
- Neither the Managing Director nor Whole Time Director of the company received any remuneration or commission from any of its subsidiaries.
- No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status any companyâs operation in future.
Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has zero tolerance towards sexual harassment at workplace. It has a well- defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 20I3 and the rules framed there under. An Internal Committee is in place to redress complaints received regarding sexual harassment. All employees are covered under policy.The Company has not received any complaint of sexual harassment during financial year 20I7-20I8.
Acknowledgement
Your directors take this opportunity to thank the customers, shareholders, financial institutions, stock exchanges, SEBI, Reserve Bank of India, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies for their consistent support and encouragement to the Company.
We also place on record our sincere appreciation to all the members of Arihant family including our employees and authorized persons for their hard work, support and commitment.Their dedication and competence has made these results achievable.
For and on behalf of the Board of Directors
Ashok Kumar Jain
(Chairman)
Place: Indore
Dated: 11/08/2018
Mar 31, 2016
Dear Shareholders,
Your Directors are pleased to present the Twenty Fourth Annual Report on the business and operations of your Company together with the audited financial statements and accounts for the year ended 31st March 2016.
Financial Highlights
The following table gives the financial highlights of your company on a standalone and consolidated basis for the financial year 2015-16:
(Rs. in Lacs)
Particulars |
Standalone |
Consolidated |
||
2015-16 |
2014-15 |
2015-16 |
2014-15 |
|
Gross income |
4545.42 |
4938.19 |
5585.71 |
6212.65 |
Profit before depreciation |
998.22 |
1120.63 |
1387.95 |
1758.70 |
Depreciation |
91.87 |
107.20 |
100.62 |
124.01 |
Profit before tax |
906.34 |
1013.43 |
1287.32 |
1597.68 |
Provision for taxation |
305.70 |
306.53 |
431.45 |
489.48 |
Net profit after taxation |
600.63 |
706.90 |
855.87 |
1108.20 |
Balance of profit and loss a/c (b/f) |
236.58 |
117.07 |
560.46 |
380.76 |
Profit available for appropriation |
837.22 |
823.98 |
1416.22 |
1489.11 |
Appropriations: |
||||
Transfer to general reserve |
400.00 |
400.00 |
630.00 |
725.00 |
Transfer to statutory reserve |
Nil |
Nil |
9.65 |
16.26 |
Dividend (inclusive of dividend tax) |
187.96 |
187.39 |
187.96 |
187.39 |
Balance carried to balance sheet |
249.25 |
236.58 |
588.60 |
560.46 |
Review Of Operations
During the year under review, the company has posted gross income of Rs.4,545.42 lacs (previous year Rs. 4,938.19) on a standalone basis and a net profit after tax, for the year 2015-16, of Rs.600.63 Lacs compared to Rs.706.90 Lacs in the previous year. On a consolidated basis during the year under review, the company has posted gross income of Rs.5,585.71 Lacs (previous year Rs. 6,212.65). The consolidated net profit during the same period stands at Rs.855.87 lacs compared to Rs.1,108.20 lacs in the previous year.
A detailed note on the Company''s operational and financial performance is given in Management Discussion and Analysis (MDA) Report which is annexed to the Directors'' Report. The MDA report has been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI (LODR) 2015 with the BSE Ltd.
Transfer To General Reserves
The Company proposes to transfer Rs.400.00 lacs to the general reserves out of the amount available for appropriations and an amount of Rs.249.25 lacs are proposed to be retained in the Profit and Loss Account.
Share Capital
The paid up Equity Share Capital as at March 31, 2016 stood at Rs.10.41 Crore. During the previous year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.
Dividend
Your Directors in their meeting held on March 10, 2016 had declared the interim dividend Rs.0.75 (15% per share) on the Equity Shares of the Company for the financial year 2015-16.
In view of the overall performance of the company and to support future growth your Board of Directors do not recommend final dividend.
Public Deposits
The Company did not accept any public deposits during the year under review.
Subsidiaries
As on 31st March, 2016 Your Company had seven (7) subsidiaries. During the year, the Board of Directors reviewed the business operations and financial performance of the said Companies.
1. Arihant Futures and Commodities Limited
2. Arihant Financial Services Limited
3. Arihant Lifespace Infra Developers Limited (formerly Arihant Finsec Limited)
4. Arihant Insurance Broking Services Limited
5. Arihant Financial Planners and Advisors Pvt. Ltd.
6. Ahinsa Lifespace Infraheight Ltd.
7. Arihant Housing Financial Corporation Limited
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company which do not forms part of this Annual Report. Further, a Statement containing salient features of financial information of the Subsidiary Companies is disclosed in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed with standalone balance sheet to this Report. The Statement also provides details of performance and financial position of each of the Companies. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the Consolidated Financial Statements and the related information of the Company and the Audited Accounts of the Subsidiaries Companies, are available on our website i.e. www.arihantcapital.com. These documents shall also be available for inspection during the business hours, i.e. between 10.00 a.m. to 6.00 p.m. on all working days (except Saturday and Sunday) at the Registered Office of the Company.
Consolidated Financial Statements
In accordance with the accounting standard AS-21, the consolidated financial statements are furnished herewith and form part of this Annual Report. These statements have been prepared on the basis of audited financial statements received from the subsidiary companies as approved by their Board of Directors.
Directors
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunil Kumar Jain, who is due to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the members of the company at the ensuing Annual General Meeting.
During the year under review Board appointed Mr. Pavan Kumar Ved as an Additional Director of the company with effect from 12th February, 2016.
Mr. Pankaj Kumar Gupta & Mr. Rakesh Jain resigned from the post of Directorship. The Board placed on record its deep appreciation for their valuable contributions as member of the Board and also for the significant contribution they have made to the management of affairs of the company and for the valuable advises they have made to the Board from time to time during his tenure as Directors of the Company.
Key managerial Personnel
The following are the Key Managerial Personnel of the Company:
S. No. |
Name |
Designation |
1 |
Mr. Ashok Kumar Jain |
Chairman & Managing Director |
2 |
Mrs. Anita Surendra Gandhi |
Whole Time Director |
3 |
Mr. Tarun Goyal |
Chief Financial Officer |
4 |
Mr. Mahesh Pancholi |
Company Secretary |
Independent Directors
All Independent Directors have given declarations that they meet criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
As per requirement of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 separate meeting of the independent directors ("Annual Independent Directors Meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.
Number of Meetings of The Board
The details of the number of meetings of the Board held during the financial year 2015-16 forms part of the Corporate Governance Report.
Committees of The Board:
The Board of Directors has the Following Committees:
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
Particulars Of Loans, Guarantees Or Investments By Company
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
Whistle Blower Policy
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.
The Whistle Blower Policy has been posted on the website of the company www.arihantcapital.com.
Remuneration And Nomination Policy
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board members. The details of this policy are explained in the Corporate Governance Report.
Transfer Of Amounts To Investor Education And Protection Fund
Pursuant to the provisions of Section 125(1) of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund.
Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings/ Outgo
In view of the nature of activities which are being carried on by the Company, Rules 8(3) A and B of the Companies (Accounts) Rules, 2014 concerning conservation of energy and technology absorption respectively are not applicable to the Company. However as per Rule 8(3) C details regarding foreign exchange inflow and outflow shall be referred as mentioned in Note No. 26 of Notes forming part of Balance Sheet.
Information As Per Rule 5(2) Of The Chapter Xiii, The Companies (Appointment And Remuneration Of Managerial Personnel) Rules, 2014
The information required Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended 31st March, 2016 is given in the separate "Annexure-C" of this Report.
The above annexure is not being sent along with this Report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company or through mail addressed to [email protected]. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 24th Annual General Meeting and upto the date of the ensuing Annual General Meeting during business hours on working days.
Internal Audit & Internal Financial Control And Its Adequacy
Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of it operations. The internal and operational audit is entrusted to M/s. Jain Doshi & Co. a reputed firm. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in policies and processes, suggests streamlining of controls against various risks.
Based on the assessment carried out by the management and the evolution of the results of the assessment, The Board of Directors are of the opinion that the Company has adequate Internal Financial Controls System that is operating effectively as at March 31, 2016.
There were no instances of fraud which necessitates reporting of material misstatement to the Company''s operations.
There have been no communications from regulatory agencies concerning non-compliance with or deficiencies in financial reporting practices.
Performance Evaluation
The provisions of the Companies Act, 2013 mandates formal annual evaluation of the Board of Directors, its committees and individual Directors. The provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, also require that the Board shall monitor and review the Board Evaluation Framework. The annual performance evaluation of the Board as a whole, all Directors as well as the evaluation of the Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee of the Board of Directors of the Company, was carried out. The details of evaluation process as carried out and the evaluation criteria and framework have been explained in the Corporate Governance Report, forming part of this Annual Report.
Director''s Responsibility Statement
In pursuance of Section 134(3) (c) read with section 134(5) of the Companies Act, 2013, the Director''s statement, as an averment of their responsibility, is as under:
(i) The Company has, in the preparation of the annual accounts for the year ended March 31, 2016, followed the applicable accounting standards along with proper explanations relating to material departures, if any.
(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at 31st March 2016 and of the profit or loss of the Company for the year ended on that date.
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the annual accounts for the financial year ended 31st March 2016 on a going concern basis.
(v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and
(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and those systems are adequate and operating effectively.
Auditors And Auditors Report
M/s Arora Banthia & Tulsiyan, Chartered Accountants, auditors of the company, is bearing firm registration no. 007028C who are statutory auditor of the company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment for the Financial Year 2016-2017. As required under the provisions of section 139 of the Companies Act, 2013 the Company has obtained written confirmation from the M/s Arora Banthia & Tulsiyan that their appointment, if made, would be in conformity with the limits specified in the said Section.
The notes to the accounts referred to in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments. Management Discussion And Analysis Report
The Management Discussion and Analysis Report covering the matters listed in Regulation 34(2) (e) of the SEBI (LODR), 2015, for the year under review is given as a separate statement in the Annual Report.
Corporate Governance
Your directors reaffirm that the Company has complied with the corporate governance norms as stipulated under the provisions of the listing agreement entered into with the BSE and prescribed by the Securities and Exchange Board of India (SEBI).
A Certificate from Practicing Company Secretary confirming compliance to the corporate governance requirements by the Company is attached to this report. A detailed report on corporate governance as stipulated in Schedule V (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Annual Report.
Policy On Disclosure Of Material Events And Information
During the year under review, your Company has adopted the Policy on Disclosure of Material Events and Information, in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to determine the events and information which are material in nature and are better required to be disclosed to the Stock Exchange. The said policy is available on the website of the Company www.arihantcapital.com.
Listing Agreement
The Securities and Exchange Board of India (SEBI), on September 2, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations with effect from December 1, 2015. Accordingly, all listed entities were required to enter in to the Listing Agreement within six months from the effective date. The company entered into Listing Agreement with the BSE Limited during February, 2016.
Your Company has paid the listing fees as payable to the BSE Limited for the financial year 2016-17 on time.
Corporate Social Responsibility
Aligning with the guidelines of the Section 135 of the Companies Act, 2013 and the Rules framed there under, we had constituted a Committee, which is responsible for formulating and monitoring the CSR Policy of the Company. For the Financial Year 2015-16 the company has contributed to a Registered Trust, amount of Rs 2,00,000/-(Rupees Two Lacs only) towards its CSR Activities. This charitable trust is doing welfare activities and programmes for promoting education of poor children. Further remaining amount will be invested by the Company in upcoming Financial Year 2016-2017 in specified CSR Activities covered under Section 135 and Schedule VII of the Companies Act, 2013.
Extract Of Annual Return
The details forming part of the extract of the Annual return in form MGT-9 is annexed herewith as "Annexure A"
Secretarial Audit
Pursuant to 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 Ajit Jain & Co., practicing company secretary to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith "Annexure B"
Related Party Transactions
All related party transactions that were entered into during the financial year under review were on arm''s length basis and in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. Thus, disclosures in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. There are no materially significant related party transactions made by the company with the promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large. All related party transactions are placed before the Audit Committee and the Board for approval, if applicable. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions and suitable disclosures as required by AS-18 has been made in notes of Financial Statement.
Prevention Of Insider Trading
The company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the company. The code requires pre-clearance for dealing in the company''s shares and prohibits the purchase or sales of company''s shares by the Directors and designated employees by in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The compliance officer is responsible for implementation of the code. All Board of Directors and designated employees have confirmed compliances with the code.
GENERAL
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
-Neither the Managing Director nor Whole Time Director of the company received any remuneration or commission from any of its subsidiaries.
-No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of the company''s operation in future.
DISCLOSURES UNDER THE SEXUAL Harassment OF Women AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Director further state that as required by the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.
Acknowledgement
Your directors take this opportunity to thank the customers, shareholders, financial institutions, stock exchanges, SEBI, Reserve Bank of India, National Securities Depository Limited, Central Depository Services Limited and other government and regulatory agencies for their consistent support and encouragement to the Company.
We also place on record our sincere appreciation to all the members of Arihant family including our employees and authorized persons for their hard work, support and commitment. Their dedication and competence has made these results achievable.
For and on behalf of the Board of Directors
Place: Indore
Ashok Kumar Jain
Dated: 24th May, 2016 (Chairma
Mar 31, 2015
Dear Shareholders,
The Directors are pleased to present the Twenty Third Annual Report on
the business and operations of your Company together with the audited
financial statements and accounts for the year ended 31st March 2015.
Financial Highlights
The following table gives the financial highlights of your company on a
standalone and consolidated basis for the financial year 2014-15:
Standalone
Particulars 2014-15 2013-14
Grossincomee 4938 19 3567 13
Profit before depreciation & Exceptional Items 1120.63 726.16
Depreciation 107.20 107.10
Exceptional Items 0.00 286.51
Profit before tax 1013.43 332.55
Provision for taxation 306.53 81.28
Net profit after taxation 706.90 251.26
Balance of profit and loss a/c (b/f) 117.07 98.52
Profit available for appropriation 823.98 349.78
Appropriations:
Transfer to general reserve 400.00 50.00
Transfer to statutory reserve Nil Nil
Dividend (inclusive of dividend tax) 187.39 182.71
Balance carried to balance sheet 236.58 117.07
(Rs in Lacs)
Paticular Consolidated
2014-15 2013-14
Grossincome e 6212.65 4633.34
Profit before depreciation
& Exceptional Items 1758.70 1086.60
Depreciation 124.01 118.87
Exceptional Items 37.00 480.43
Profit before tax 1597.68 487.30
Provision for taxation 489.48 127.02
Net profit after taxation 1108.20 360.27
Balance of profit and
loss a/c (b/f) 380.76 385.97
Profit available for
appropriation 1489.11 755.03
Appropriations:
Transfer to general reserve 725.00 185.00
Transfer to statutory reserve 16.26 6.56
Dividend (inclusive of dividend tax) 187.39 182.71
Balance carried to balance sheet 560.46 380.76
Review of Operations
During the year under review, the company has posted gross income of
Rs.4,938.19 lacs (previous year Rs. 3,567.13) on a standalone basis and a
net profit after tax, for the year 2014-15, of Rs.706.90 lacs compared to
Rs.251.26 Lacs in the previous year. On a consolidated basis during the
year under review, the company has posted gross income of Rs.6,212.65
lacs (previous year Rs. 4,633.34). The consolidated net profit during the
same period stands at Rs.1,108.20 lacs compared to Rs.360.27 lacs in the
previous year.
A detailed note on the Company's operational and financial performance
is given in Management Discussion and Analysis (MDA) Report which is
annexed to the Directors' Report. The MDA report has been prepared in
compliance with the terms of Clause 49 of the Listing Agreement with
the BSE Ltd.
Dividend
Your Directors recommended a dividend of Rs.0.75 per share i.e. 15 per
cent (previous year also 15 per cent) on 2,08,22,560 equity shares to
be appropriated from the profits of the year 2014-2015, subject to the
approval of the shareholders at the ensuing Annual General Meeting
(AGM).
Transfer to General Reserves
The Company proposes to transfer Rs.400.00 lacs to the general reserves
out of the amount available for appropriations and an amount of Rs.236.58
lacs is proposed to be retained in the Profit and Loss Account.
Public Deposits
The Company did not accept any public deposits during the year under
review.
Subsidiaries
Your Company has seven subsidiaries:
1. Arihant Futures and Commodities Limited
2. Arihant Financial Services Limited
3. Arihant Lifespace Infra Developers Limited (formerly - Arihant
Finsec Limited)
4. Arihant Insurance Broking Services Limited
5. Arihant Financial Planners and Advisors Pvt. Ltd.
6. Ahinsa Lifespace Infraheight Ltd.
7. Arihant Housing Finance Corporation Ltd.
Pursuant to the general circular no. 2/2011 dated 8th February 2011 of
the Ministry of Corporate Affairs, Government of India, the Balance
Sheet, Statement of Profit & Loss A/c. and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. However, the financial information of the subsidiary
companies is disclosed in the Annual Report in compliance with the said
circular. The Company will provide a copy of separate annual accounts
in respect of each of its subsidiary to any shareholder of the Company
who asks for it and the said annual accounts will also be kept open for
inspection at the registered office of the Company and that of the
respective subsidiary companies.
Directors
In accordance with the provisions of Section 152 of the Companies Act,
2013, and the Articles of Association of the Company, Mr. Ashok Kumar
Jain, who is due to retire by rotation at the forthcoming Annual
General Meeting and, being eligible, offers himself for re-appointment.
The company has received declarations from all the Independent
Directors of the company confirming that they meet the criteria of
Independence as prescribed both under the Act and clause 49 of the
listing agreement with the stock exchange.
Number of Meetings of The Board
The details of the number of meetings of the Board held during the
financial year 2014-15 forms part of the Corporate Governance Report.
Particulars of Loans, Guarantees or Investments By Company
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013, are given in the
notes to Financial Statements.
Whistle Blower Policy
The Company has a Whistle Blower Policy to report genuine concerns or
grievances. The Whistle Blower Policy has been posted on the website of
the company www.arihantcapital.com.
Remuneration And Nomination Policy
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of directors, key managerial personnel and
senior management of the company. This policy also lays down criteria
for selection and appointment of Board members. The details of this
policy are explained in the Corporate Governance Report.
Transfer of Amounts To Investor Education And Protection Fund
Pursuant to the provisions of Section 125(1) of the Companies Act,
2013, relevant amounts which remained unpaid or unclaimed for a period
of seven years have been transferred by the Company to the Investor
Education and Protection Fund.
Conservation of Energy, Technology Absorption And Foreign Exchange
Earnings/ Outgo
In view of the nature of activities which are being carried on by the
Company, Rule 8(3)A and B of the Companies (Accounts) Rules, 2014,
concerning conservation of energy and technology absorption
respectively are not applicable to the Company. However as per Rule
8(3)C, details regarding foreign exchange inflow and outflow shall be
reffered as mentioned in Note No. 26 of Notes forming part of Balance
Sheet.
Particulars of Employees
The information required under 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 and forming part of
the Director Report for the year ended 31st March, 2015 is given in the
separate "Annexure C " of this Report.
The above annexure is not being sent along with this Report to the
members of the Company in line with the provisions of Section 136 of
the Companies Act, 2013. Members who are interested in obtaining these
particulars may write to the Company Secretary at the Registered Office
of the Company. The aforesaid Annexure is also available for inspection
by the Members at the Registered Office of the Company, 21 days before
the 23rd Annual General Meeting and upto the date of the ensuing Annual
General Meeting during business hours on working days.
Director's Responsibility Statement
In pursuance of Section 134(3) (c) read with section 134(5) of the
Companies Act, 2013, the Director's statement, as an averment of their
responsibility, is as under:
(i) The Company has, in the preparation of the annual accounts for the
year ended March 31, 2015, followed the applicable accounting standards
along with proper explanations relating to material departures, if any.
(ii) 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
as at 31st March 2015 and of the profit or loss of the Company for the
year ended on that date.
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) The Directors have prepared the annual accounts for the financial
year ended 31st March 2015, on a going concern basis.
(v) The Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively; and
(vi) There is a proper system to ensure compliance with the provisions
of all applicable laws and that such system are adequate and operating
effectively.
Auditors and Auditor's Report
M/s Arora Banthia & Tulsiyan, Chartered Accountants, auditors of the
company, bearing firm registration no. 007028C retire at the ensuing
AGM and, being eligible, offer themselves for re-appointment. As
required under the provisions of section 139 of the Companies Act,
2013, the Company has obtained written confirmation from the M/s Arora
Banthia & Tulsiyan that their re-appointment, if made, would be in
conformity with the limits specified in the said Section.
The notes to the accounts referred to in the Auditor's Report are
self-explanatory and therefore, do not call for any further comments.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report covering the matters
listed in Clause 49 of the Listing Agreement for the year under review
is given as a separate statement in the Annual Report.
Corporate Governance
Your directors reaffirm that the Company has complied with the
corporate governance norms as stipulated under the provisions of the
listing agreement entered into with the stock exchanges and prescribed
by the Securities and Exchange Board of India (SEBI).
A Certificate from practicing company secretary confirming compliance
to the corporate governance requirements by the Company is attached to
this report. A detailed report on corporate governance as stipulated in
clause 49 of the listing agreement is included in the Annual Report.
Extract of Annual Return
The details forming part of the extract of the Annual return in form
MGT-9 is annexed herewith as "Annexure A".
Secretarial Audit
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 Ajit Jain & Co.,
practicing company secretary to undertake the secretarial audit of the
company. The Secretarial Audit Report is annexed herewith "Annexure B".
Related Party Transactions
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with the promoters, key
managerial personnel or other designated persons which may have
potential conflict with interest of the company at large and hence,
enlosing of form AOC-2 is not required, suitable disclosures as
required by AS-18 has been made in notes of financial statement.
Prevention of Insider Trading
The company has adopted a code of conduct for prevention of insider
trading with a view to regulate trading in securities by the Directors
and designated employees of the company. The code requires
pre-clearance for dealing in the company's shares and prohibits the
purchase or sales of company shares by the Directors and designated
employees by in possession of unpublished price sensitive information
in relation to the company and during the period when the trading
window is closed. The compliance officer is responsible for
implementation of the code. All Board of Directors and designated
employees have confirmed compliances with the code.
Consolidated Financial Statements
In accordance with the accounting standard AS-21, the consolidated
financial statements are furnished herewith and form part of this
report accounts. These statements have been prepared on the basis of
audited financial statements received from the subsidiary companies as
approved by their Board of Directors.
GENERAL
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
- Details relating to deposits covered under chapter V of the
Companies Act, 2013.
- Issue of equity shares with the differential rights as to dividend,
voting or otherwise.
- Issue of shares (including sweat equity shares) to employees of the
company under any scheme.
- Neither the Managing Director nor Whole Time Director of the
company received any remuneration or commission from any of its
subsidiaries.
- No significant or material orders were passed by the regulators or
courts or tribunals which impact the going concern status any company's
operation in future.
Your Director further state that as required by the sexual harassment
of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.
The Company has formulated and implemented a policy on prevention of
sexual harassment at workplace with a mechanism of lodging complaints.
During the year under review, no complaints were reported to the Board.
ACKNOWLEDGMENT
Your directors take this opportunity to thank the customers,
shareholders, financial institutions, stock exchanges, SEBI, Reserve
Bank of India, National Securities Depository Limited, Central
Depository Services Limited and other government and regulatory
agencies for their consistent support and encouragement to the Company.
We also place on record our sincere appreciation to all the members of
Arihant family including our employees and authorized persons for their
hard work, support and commitment. Their dedication and competence has
made these results achievable.
For and on behalf of the Board of Directors
Place: Indore Ashok Kumar Jain
Dated: 29th May, 2015 (Chairman)
Mar 31, 2014
Dear Shareholders,
The Directors have the pleasure in presenting the Twenty Second Annual
Report on the business and operations of your Company together with the
audited accounts for the year ended 31st March, 2014.
Financial Performance
The following table gives the financial performance of your company on
a standalone and consolidated basis for the year ended March 31, 2014:
(Rs in Lacs)
Standalone
Particulars 2013-14 2012-13
Gross income 3567.13 3600.99
Profit before depreciation 726.16 493.96
Depreciation 107.10 128.36
Profit before tax 332.55 365.60
Provision for taxation 81.28 102.05
Profit after taxation 251.26 263.54
Minority interest - -
Profit attributable to shareholders of
the company
Balance of profit and loss a/c (b/f) 98.52 67.68
Profit available for appropriation 349.78 331.23
Appropriations:
Transfer to general reserve 50.00 50.00
Transfer to statutory reserve Nil Nil
Dividend (inclusive of dividend tax) 182.71 182.71
Balance carried to balance sheet 117.07 98.52
Consolidated
Particulars 2013-14 2012-13
Gross income 4633.34 5094.02
Profit before depreciation 1086.60 921.50
Depreciation 118.87 137.51
Profit before tax 487.30 783.98
Provision for taxation 127.02 231.38
Profit after taxation 360.27 552.61
Minority interest -8.79 1.17
Profit attributable to shareholders of the company369.06 551.44
Balance of profit and loss a/c (b/f) 385.97 268.25
Profit available for appropriation 755.03 819.68
Appropriations:
Transfer to general reserve 185.00 250.00
Transfer to statutory reserve 6.56 1.00
Dividend (inclusive of dividend tax) 182.71 182.71
Balance carried to balance sheet 380.76 385.97
Review of Operations
During the year under review, the company has posted gross income of
''3567.13 Lacs (previous year '' 3600.99 Lacs). The Company has posted
net profit after tax, for the year 2013-14, of ''251.26 Lacs compared to
''263.54 Lacs in the previous year.
On consolidated basis during the year under review the Company has
posted gross income of ''4633.34 Lacs (previous year ''5094.02 Lacs). Net
profit on consolidated basis for the year 2013-14 is ''360.27 Lacs
compared to ''552.61 Lacs during previous year.
A detailed note on the Company''s operational and financial performance
is given in Management Discussion and Analysis (MDA) Report which is
annexed to the Directors'' Report. The MDA report has been prepared in
compliance with the terms of Clause 49 of the Listing Agreement with
the BSE Ltd.
Dividend
Your Directors recommended a dividend of ''0.75 per share i.e. 15 per
cent (previous year also 15 per cent) on 2,08,22,560 equity shares to
be appropriated from the profits of the year 2013-2014, subject to the
approval of the shareholders at the ensuing Annual General Meeting
(AGM).
Transfer to General Reserves
The Company proposes to transfer ''50 Lacs to the general reserves out
of the amount available for appropriations and an amount of ''117.07
Lacs is proposed to be retained in the Profit and Loss Account.
Public Deposits
The Company did not accept any public deposits during the year under
review.
Subsidiaries
Your Company has seven subsidiaries:
1. Arihant Futures and Commodities Limited 2. Arihant Financial
Services Limited 3. Arihant Finsec Limited 4. Arihant Insurance Broking
Services Limited 5. Arihant Financial Planners and Advisors Pvt. Ltd.
6. Arihant Quality Educational Services And Trainings Ltd. 7. Ahinsa
Lifespace Infraheight Ltd.
Details of major subsidiaries of the Company and their business
operations during the year under review are covered in the Management''s
Discussion and Analysis Report.
Pursuant to the general circular no. 2/2011 dated 8th February, 2011 of
the Ministry of Corporate Affairs, Government of India, the Balance
Sheet, Statement of Profit & Loss A/c. and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. However, the financial information of the subsidiary
companies is disclosed in the Annual Report in compliance with the said
circular. The Company will provide a copy of separate annual accounts
in respect of each of its subsidiary to any shareholder of the Company
who asks for it and the said annual accounts will also be kept open for
inspection at the Registered office of the Company and that of the
respective subsidiary companies.
Directors
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Sunil Kumar
Jain and Mrs. Anita S. Gandhi, who are due to retire by rotation at the
forthcoming Annual General Meeting and, being eligible , offer
themselves for re-appointment.
Transfer of Amounts to Investor Education and Protection Fund
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act, 1956, relevant amounts which remained unpaid or unclaimed for a
period of Seven years have been transferred by the Company to the
Investor Education and Protection Fund.
Conservation Of Energy, Technology Absorption And Foreign Exchange
Earnings/ Outgo
In view of the nature of activities which are being carried on by the
Company, Rules 2A and 2B of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 concerning
conservation of energy and technology absorption respectively are not
applicable to the Company. There was no inflow or outflow of foreign
exchange during the year under review.
Particulars of Employees
In accordance with the provisions of Section 217(2A) of the Companies
Act, 1956, and the rules framed thereunder, there were no personnel in
your Company''s services, during the financial year under review, who
received remuneration over '' 60 lacs annually. Besides, there were no
personnel in the service of your Company for a part of the year who
received remuneration in excess of '' 5 lacs per month.
Director''s Responsibility Statement
In pursuance of Section 217(2AA) of the Companies Act, 1956, the
Director''s statement, as an averment of their responsibility, is as
under:
(i) The Company has, in the preparation of the annual accounts for the
year ended March 31, 2014, followed the applicable accounting standards
along with proper explanations relating to material departures, if any.
(ii) 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
as at 31st March, 2014 and of the profit or loss of the Company for the
year ended on that date.
(iii) The Directors have 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.
(iv) The Directors have prepared the annual accounts for the financial
year ended 31st March, 2014 on a going concern basis. Auditors and
Auditor''s Report
M/s Arora Banthia & Tulsiyan, Chartered Accountants, auditors of the
company, bearing ICAI Registration no. 007028C retire at the ensuing
AGM and, being eligible, offer themselves for re-appointment. As
required under the provisions of section 139 of the Companies Act, 2013
the Company has obtained written confirmation from the M/s Arora
Banthia & Tulsiyan that their re- appointment, if made, would be in
conformity with the limits specified in the said Section.
The notes to the accounts referred to in the Auditor''s Report are
self-explanatory and therefore, do not call for any further comments.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report covering the matters
listed in Clause 49 of the Listing Agreement for the year under review
is given as a separate statement in the Annual Report.
Corporate Governance
Your directors reaffirm that the Company has complied with the
corporate governance norms as stipulated under the provisions of the
Listing Agreement entered into with the stock exchanges and prescribed
by the Securities and Exchange Board of India (SEBI).
A Certificate from practicing company secretary confirming compliance
to the corporate governance requirements by the Company is attached to
this report. A detailed report on corporate governance as stipulated in
Clause 49 of the Listing Agreement is included in the Annual Report.
Listing At The Stock Exchange
The equity shares of the Company continue to be listed on the BSE Ltd,
Mumbai. The annual listing fee for the year 2014-15 has been paid to
BSE Ltd., Mumbai.
Acknowledgment
Your directors take this opportunity to thank the customers,
shareholders, financial institutions, National Stock Exchange, Bombay
Stock Exchange, MCX Stock Exchange, SEBI, Reserve Bank of India,
National Securities Depository Limited, Central Depository Services
Limited and other government and regulatory agencies for their
consistent support and encouragement to the Company.
We also place on record our sincere appreciation to all the members of
Arihant family including our employees, sub brokers and authorized
persons for their hard work, support and commitment. Their dedication
and competence has made these results achievable.
For and on behalf of the Board of Directors
Sd/-
Place: Indore Ashok Kumar Jain
Dated: 24th May, 2014 (Chairman)
Mar 31, 2013
Dear Shareholders
The Directors are pleased to present the Twenty First Annual Report on
the business and operations of your Company together with the audited
financial statements and accounts for the year ended 31st March, 2013.
Financial Highlights
The following table gives the financial highlights of your company on a
standalone and consolidated basis for the financial year 2012-13:
(Rs.in Lacs)
Standalone Consolidated
Particulars 2012-13 2011-12 2012-13 2011-12
Gross income 3600.99 3674.99 5094.02 6940.75
Profit before
depreciation 493.96 426.98 921.50 762.27
Depreciation 128.36 140.48 137.51 149.43
Profit before tax 365.60 286.50 783.99 612.84
Provision for
taxation 102.05 92.74 231.38 195.07
Net profit after
taxation 263.55 193.76 552.61 417.76
Balance of
profit and
loss a/c (b/f) 67.68 34.93 268.25 240.74
Profit available
for appropriation 331.23 228.69 819.68 658.25
Appropriations:
Transfer to
general reserve 50.00 40.00 250.00 260.00
Transfer to
statutory reserve Nil Nil 1.00 9.00
Dividend (inclusive
of dividend tax) 182.71 121.00 182.71 121.00
Balance carried
to balance sheet 98.52 67.68 385.97 268.25
Review of Operations
The standalone gross income for the year under review was Rs. 36.01
crores, down 2.01% from Rs. 36.75 crores last year. Profit after tax went
up by 36.02% to Rs. 2.64 crores mainly on account of strict control on
expenses as your Company maintained a conservative stance looking at
uncertainty in financial markets and uncertain global economic
scenario. On a consolidated basis, your Company reported a net profit
of Rs. 5.53 crores on gross income of Rs. 50.94 crore as against a net
profit of Rs. 4.18 crore on gross income of Rs. 69.41 crores in financial
year 2011-2012.
The detailed result of your Company''s operational and financial
performance is given in Management Discussion and Analysis (MDA) Report
forming part of this report. The MDA report has been prepared in
compliance with the terms of Clause 49 of the Listing Agreement with
the BSE Ltd.
Dividend
The Directors recommended a dividend of Rs. 0.75 per share i.e. 15%
(previous year 10%) on 2,08,22,560 equity shares to be appropriated
from the profits of the year 2012-2013, subject to the approval of the
shareholders at the ensuing Annual General Meeting (aGm).
Transfer to General Reserves
Your Company proposes to transfer Rs. 50 lacs to the general reserves out
of the amount available for appropriations and an amount of Rs. 98.52
lacs is proposed to be retained in the Profit and Loss Account.
Public Deposits
Your Company did not accept any public deposits during the year under
review.
Subsidiaries
Your Company has five subsidiaries:
1. Arihant Futures and Commodities Limited 2. Arihant Financial
Services Limited 3. Arihant Finsec Limited 4. Arihant Insurance Broking
Services Limited 5. Arihant Financial Planners & Advisors Pvt. Ltd.
Pursuant to the approval of the central government under Section 212(8)
of the Companies Act, 1956, copies of the balance sheet, profit and
loss account, report of the Board of Directors and Report of the
Auditors of each of the subsidiary Companies have not been attached to
the accounts of your Company for financial year 2012-2013. The Board of
Directors has given its consent for not attaching the financial
statements of the subsidiaries referred to in the aforesaid annexed
statement, pursuant to the general circular no. 2/2011 dated 8th
February, 2011 of the Ministry of Corporate Affairs, Government of
India. Your Company will make these documents/ details available upon
request by any member of Your Company. These documents/ details will
also be available for inspection by any member of Your Company at its
registered office and also at the registered offices of the concerned
subsidiaries. As required by Accounting Standard-21 (AS-21), issued by
the Institute of Chartered Accountants of India, the Company''s
consolidated financial statements included in this Annual Report
incorporates the accounts of its subsidiaries.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Akhilesh Rathi and Mr.
Parag R. Shah, who are due to retire by rotation, being eligible, offer
themselves for reappointment. The Board recommends the re-appointment
of Mr. Akhilesh Rathi and Mr. Parag R. Shah at the ensuing Annual
General Meeting (AGM) of Your Company.
Transfer of Amounts to Investor Education and Protection Fund Pursuant
to the provisions of Section 205A(5) of the Companies Act, 1956,
relevant amounts which remained unpaid or unclaimed for a period of 7
years have been transferred by Your Company to the Investor Education
and Protection Fund.
Conservation of Energy and Technology Absorption
Your Company is engaged in providing financial services and as such
Rules 2A and 2B of the Companies Rules, 1988 (Disclosure of Particulars
in the Report of Board of Directors) concerning conservation of energy
and technology absorption, respectively, are not applicable to your
Company.
Foreign Exchange Earnings/ Outgo
There was no inflow or outflow of foreign exchange during the year
under review.
Particulars of Employees
In accordance with the provisions of Section 217(2A) of the Companies
Act, 1956, and the rules framed thereunder, the names and other
particulars of employees are as under:
Name Designation Age Qualifi Work Remuneration
cation Experience Received
Year
Mr. Ashok
Kumar Jain Chairman & 56 C.A. 30 Rs.36.38 lac
managing
Director
Mrs. Anita
S. Gandhi Whole-time 50 C.A. 25 Rs.29.57 lac
Name Date of appointment Last Employment
Mr. Ashok
Kumar Jain 25.06.1992 NIL
Mrs. Anithe
S.Gandhi 02.06.2002 M/s Somaya
juhu &
company Ltd.
Director''s Responsibility Statement
As required by Section 217 (2AA) of the Companies Act, 1956, the
Directors of your Company confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards along with proper explanations relating to
material departures, if any, have been followed by your Company.
(ii) It has been ensured that appropriate accounting policies have been
selected and applied consistently and that the judgments and estimates
made are reasonable and prudent so as to give a true and fair view of
the state of affairs of your Company as at 31st March, 2013 and of its
profit for the year ended on that date.
(iii) The Directors have 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 your Company and
for preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the annual accounts for the financial
year ended 31st March, 2013 on a going concern basis.
Auditors and Auditor''s Report
M/s Arora Banthia & Tulsiyan, Chartered Accountants, auditors of the
Company, bearing ICAI Registration no. 007028C retire at the ensuing
AGM and, being eligible, offer themselves for re-appointment. Your
Company has received a certificate from them to the effect that their
re-appointment, if made, would be within the limit prescribed u/s 224
(1B) of the Companies Act, 1956.
The notes to the accounts referred to in the Auditor''s Report are
self-explanatory and therefore, do not call for any further comments.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report covering the matters
listed in Clause 49 of the Listing Agreement for the year under review
is given as a separate statement in the Annual Report.
Corporate Governance
Your directors reaffirm that your Company has complied with the
corporate governance norms as stipulated under the provisions of the
Listing Agreement entered into with the stock exchanges and prescribed
by the Securities and Exchange Board of India (SEBI).
A Certificate from practicing company secretary confirming compliance
to the corporate governance requirements by your Company is attached to
this report. A detailed report on corporate governance as stipulated in
Clause 49 of the Listing Agreement is included in the Annual Report.
Listing At The Stock Exchange
The equity shares of your Company continue to be listed on the Bombay
Stock Exchange (BSE). The annual listing fee for the year 2013-14 has
been paid to the BSE Ltd., Mumbai.
Acknowledgment
Your directors take this opportunity to thank the customers,
shareholders, financial institutions, stock exchanges, SEBI, Reserve
Bank of India, National Securities Depository Limited, Central
Depository Services Limited and other government and regulatory
agencies for their consistent support and encouragement to the Company.
We also place on record our sincere appreciation to all the members of
Arihant family including our employees and authorized persons for their
hard work, support and commitment. Their dedication and competence has
made these results achievable.
For and on behalf of the Board of Directors
Sd/-
Place: Indore Ashok Kumar Jain
Dated: 28/05/2013 (Chairman)
Mar 31, 2012
The Directors are pleased to present the Twentieth Annual Report on
the business and operations of your Company together with the audited
financial statements and accounts for the year ended 31st March 2012.
FINANCIAL HIGHLIGHTS
The following table gives the financial highlights of your company on a
standalone and consolidated basis for the financial year 2011-12:
(Rs in Lacs)
Standalone Consolidated
Particulars 2011-12 2010-11 2011-12 2010-11
Gross income 3674.99 5394.52 6940.75 6438.14
Profit before depreciation 426.97 1257.63 762.27 1628.96
Depreciation 140.48 116.24 149.43 124.67
Profit before tax 286.50 1141.39 612.84 1504.29
Provision for taxation 92.74 350.01 195.07 464.51
Net profit after taxation 193.75 791.37 417.76 1039.77
Balance of profit and
loss a/c (b/f) 34.93 125.06 240.74 407.73
Profit available for
appropriation 228.69 916.43 658.25 1447.24
Appropriations:
Transfer to general reserve 40.00 700.00 260.00 1020.00
Transfer to statutory
reserve Nil Nil 9.00 5.00
Dividend (inclusive of
dividend tax) 121.00 181.50 121.00 181.50
Balance carried to balance
sheet 67.68 34.93 268.25 240.74
Review Of Operations
During the year under review, the company has posted gross income which
declined 31.88% to Rs 3674.99 Lacs. The Company recorded profit after tax
for the current year of Rs 193.75 Lacs compared to Rs 791.37 Lacs in the
previous year. This is attributed to poor performance in the equity
markets. Indian capital markets witnessed a challenging year with
volatility in FII inflows showing a negative trend, declining GDP of
the country and political uncertainty. All of this resulted in muted
retail participation in equities. These were reflected in the overall
market performance as well as in our own business performance.
Dividend
The Directors recommended a dividend of Rs 0.50 per share i.e. 10 per
cent (previous year 15 per cent) on 2,08,22,560 equity shares to be
appropriated from the profits of the year 2011-2012, subject to the
approval of the shareholders at the ensuing Annual General Meeting
(AGM).
Transfer To General Reserves
The Company proposes to transfer Rs 40 Lacs to the general reserves out
of the amount available for appropriations and an amount of Rs 67.68 Lacs
is proposed to be retained in the Profit and Loss Account.
Public Deposits
The Company did not accept any public deposits during the year under
review.
Subsidiaries
Your Company has five subsidiaries:
1. Arihant Futures and Commodities Limited
2. Arihant Financial Services Limited
3. Arihant Finsec Limited
4. Arihant Insurance Broking Services Limited
5. Arihant Financial Planners and Advisors Pvt. Ltd.
The statement pursuant to Section 212 of the Companies Act, 1956
relating to the subsidiaries is annexed to this report. The Board of
Directors has given its consent for not attaching the financial
statements of the subsidiaries referred to in the aforesaid annexed
statement, pursuant to the general circular no. 2/2011 dated 8th
February 2011 of the Ministry of Corporate Affairs, Government of
India.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rakesh Jain and Mr. Pankaj
Kumar Gupta, who are due to retire by rotation, and being eligible,
offer themselves for re-appointment.
The Board recommends the re-appointment of Mr. Rakesh Jain and Mr.
Pankaj Kumar Gupta at the ensuing AGM.
Transfer Of Amounts To Investor Education And Protection Fund
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956, relevant amounts which remained unpaid or unclaimed for a period
of 7 years have been transferred by the Company to the Investor
Education and Protection Fund.
Conservation Of Energy, Technology Absorption And Foreign Exchange
Earnings/ Outgo
In view of the nature of activities which are being carried on by the
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 concerning conservation
of energy and technology absorption respectively are not applicable to
the Company. There was no inflow or outflow of foreign exchange during
the year under review.
Particulars Of Employees
Particulars of employees as required under the provisions of section
217(2A) of the Companies Act, 1956, read with the Companies
(particulars of employees) Rules, 1975 is as under:
Name Designation Age Qualification Experience
(Years)
Mr. Ashok Kumar Jain Chairman & 58 C.A. 29
Managing
Director
Mrs. Anita S. Gandhi Whole Time 49 C.A. 24
Director
Name Remuneration Date of Last
Received Appointment Employment
Mr. Ashok Kumar Jain Rs 36.43 Lacs 25.06.1992 NIL
Mrs. Anita S. Gandhi Rs 29.57 Lacs 02.06.2002 M/s Somaya Jula
& Company
Limited
DIRECTOR'S RESPONSIBILITY STATEMENT
In pursuance of Section 217(2AA) of the Companies Act, 1956, the
Director's statement, as an averment of their responsibility, is as
under:
(i) The Company has, in the preparation of the annual accounts,
followed the applicable accounting standards along with proper
explanations relating to material departures, if any.
(ii) 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
as at 31st March 2012 and of the profit or loss of the Company for the
year ended on that date.
(iii) The Directors have 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.
(iv) The Directors have prepared the annual accounts for the financial
year ended 31st March 2012 on a going concern basis. AUDITORS AND
AUDITORS REPORT
M/s Arora Banthia & Tulsiyan, Chartered Accountants, auditors of the
company, bearing ICAI Registration no. 007028C retire at the ensuing
AGM and, being eligible, offer themselves for re-appointment. The
Company has received a certificate from them to the effect that their
re-appointment, if made, would be within the limit prescribed u/s 224
(1) of the Companies Act, 1956.
The notes to the accounts referred to in the Auditor's Report are
self-explanatory and therefore, do not call for any further comments.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report covering the matters
listed in Clause 49 of the Listing Agreement for the year under review
is given as a separate statement in the Annual Report.
CORPORATE GOVERNANCE
Your directors reaffirm that the Company has complied with the
corporate governance norms as stipulated under the provisions of the
Listing Agreement entered into with the stock exchanges and prescribed
by the Securities and Exchange Board of India (SEBI).
A Certificate from practicing Company Secretary confirming compliance
of the corporate governance requirements by the Company is attached to
this report. A detailed report on corporate governance as stipulated in
Clause 49 of the Listing Agreement is included in the Annual Report.
LISTING AT THE STOCK EXCHANGE
The equity shares of the Company continue to be listed on the BSE Ltd,
Mumbai. The annual listing fee for the year 2012-13 has been paid to
BSE Ltd., Mumbai.
ACKNOWLEDGEMENT
Your directors take this opportunity to thank the customers,
shareholders, financial institutions, stock exchanges, SEBI, Reserve
Bank of India, National Securities Depository Limited, Central
Depository Services Limited and other government and regulatory
agencies for their consistent support and encouragement to the Company.
We also place on record our sincere appreciation to all the members of
Arihant family including our employees and authorized persons for their
hard work, support and commitment. Their dedication and competence has
made these results achievable.
For and on behalf of the Board of Directors
Dated : 30th May, 2012 Ashok Kumar Jain
Place : Mumbai (Chairman)
Mar 31, 2011
Dear Shareholders,
The Directors are pleased to present the Nineteenth Annual Report on
the business and operations of Arihant Capital Markets Ltd together
with the audited financial statements and accounts for the year ended
31st March, 2011.
FINANCIAL HIGHLIGHTS
The following table gives the financial highlights of your company on a
standalone and consolidated basis for the financial year 2010-11:
(Rs. in Lacs)
Standalone Consolidated
Particulars 2010-11 2009-10 2010-11 2009-10
Gross Income 5394.52 5123.54 6438.14 6364.14
Profit Before 1254.68 1129.00 1626.00 1952.36
Depreciation
and Tax
Depreciation 116.24 128.42 124.67 136.00
Profit Before Tax 1141.39 998.87 1504.29 1813.14
Provision for 350.01 426.18 464.51 703.95
Taxation
Net Profit after 791.37 572.68 1039.77 1109.18
Taxation
Balance of Profit 125.06 354.13 407.73 450.41
and Loss A/c b/f
Profit available 916.43 926.81 1447.24 1566.49
for appropriation
Appropriations:
Transfer to General 700.00 650.00 1020.00 1000.00
Reserve
Transfer to
Statutory Reserve Nil Nil 5.00 7.00
Dividend (inclusive 181.50 151.76 181.50 151.76
of Dividend Tax)
Balance carried to 34.93 125.06 240.74 407.73
Balance Sheet
Dividend
The Directors recommended a dividend of Rs. 0.75 per share i.e. 15%
(previous year 20%) on 2,08,22,560 equity shares to be appropriated
from the profits of the year 2010-2011, subject to the approval of the
shareholders at the ensuing Annual General Meeting.
Transfer To General Reserves
The Company proposes to transfer Rs. 700 Lacs to the General Reserve
out of the amount available for appropriations and an amount of Rs.
34.93 Lacs is proposed to be retained in the Profit and Loss Account.
Review Of Operations
During the year under review, the company has posted gross income of
Rs. 5,394.52 Lacs in comparison to Rs. 5,123.54 Lacs in the previous
year. The profit after tax of the Company for the year 2010-11 is Rs.
791.37 Lacs which was Rs. 572.68 Lacs in the previous year.
A detailed note on the Company's operational and financial performance
is given in the Management Discussion and Analysis (MDA) Report which
is annexed to the Directors' Report. The MDA report has been prepared
in compliance with the terms of clause 49 of the Listing Agreement with
the Bombay Stock Exchange.
Public Deposits
The Company did not accept any public deposits during the year under
review.
Subsidiaries
Your Company has four subsidiaries:
1. Arihant Futures and Commodities Limited
2. Arihant Financial Services Limited
3. Arihant Finsec Limited
4. Arihant Insurance Broking Services Limited
The Statement pursuant to Section 212 of the Companies Act, 1956
relating to the subsidiaries is annexed to this report. The Board of
Directors has given its consent for not attaching the financial
statements of the subsidiaries referred to in the aforesaid annexed
statement, pursuant to the general circular no. 2/2011 dated 8th
February, 2011 of the Ministry of Corporate Affairs, Government of
India.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Sunil Kumar Jain and Mrs.
Anita Surendra Gandhi, who are due to retire by rotation, having being
eligible, offer themselves for re-appointment.
Conservation Of Energy, Technology Absorption And Foreign Exchange
Earnings/ Outgo
The information relating to energy conservation, technology absorption,
foreign exchange earnings and outgo required u/s 217(1) of the
Companies Act, 1956 is NIL as the Company has no activity relating to
it.
Particulars Of Employees
Particulars of employees as required under the provisions of section
217(2A) of the Companies Act, 1956, read with the Companies
(particulars of employees) Rules, 1975 is as under:
Name Designation Age Qualification Experience
(Years)
Mr. Ashok Chairman & 57 C.A. 28
Kumar Jain Managing
Director
Mrs. Anita Whole-time 48 C.A. 23
Gandhi Director
Name Remuneration Date of Last
Received appointment Employment
Mr. Ashok Rs. 81.35 Lacs 25.06.1992 NIL
Kumar Jain
Mrs. Anita Rs. 35.66 Lacs 02.06.2002 M/s Somaya
Gandhi Julu &
Company
Limited
DIRECTORÃS RESPONSIBILITY STATEMENT
In pursuance of Section 217(2AA) of the Companies Act, 1956, the
DirectorÃs statement, as an averment of their responsibility, is as
under:
(i) The Company has, in the preparation of the annual accounts,
followed the applicable accounting standards along with proper
explanations relating to material departures, if any.
(ii) 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
as at 31st March 2011 and of the profit or loss of the Company for the
year ended on that date.
(iii) The Directors have 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.
(iv) The Directors have prepared the annual accounts for the financial
year ended 31st March 2011 on a going concern basis.
AUDITORS AND AUDITORS REPORT
M/s Arora Banthia & Tulsiyan, Chartered Accountants, auditors of the
company, bearing ICAI Registration no. 007028C retire at the ensuing
Annual General Meeting and, being eligible, offer themselves for
re-appointment. The Company has received a certificate from them to the
effect that their re-appointment, if made, would be within the limit
prescribed u/s 224 (1) of the Companies Act, 1956.
The notes to the accounts referred to in the Auditors Report are
self-explanatory and therefore, do not call for any further comments.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report covering the matters
listed in clause 49 of the Listing Agreement for the year under review
is given as a separate statement in the Annual Report.
CORPORATE GOVERNANCE
Your directors reaffirm that the Company has complied with the
Corporate Governance norms as stipulated under the provisions of the
Listing Agreement entered into with the Stock Exchanges and prescribed
by the Securities and Exchange Board of India.
A Certificate from practicing Company Secretary confirming compliance
to the Corporate Governance requirements by the Company is attached to
this report. A detailed report on Corporate Governance as stipulated in
clause 49 of the Listing Agreement is included in the Annual Report.
LISTING AT THE STOCK EXCHANGE
The Equity Shares of the Company continue to be listed at the Bombay
Stock Exchange, Mumbai. The Annual listing fee for the year 2011-12 has
been paid to Bombay Stock Exchange, Mumbai.
ACKNOWLEDGEMENT
Your directors take this opportunity to thank the customers,
shareholders, financial institutions, Securities And Exchange Board Of
India, Reserve Bank of India, Stock Exchanges, National Securities
Depository Limited, Central Depository Services (India) Limited and
other government and regulatory agencies for their consistent support
and encouragement to the Company.
We also place on record our sincere appreciation to all the members of
Arihant family including our employees and sub-brokers for their hard
work, support and commitment. Their dedication and competence has
ensured that the Company continues to walk on a sustained growth path
and scales on a new height year after year.
For and on behalf of the Board of Directors
Ashok Kumar Jain
(Chairman)
Dated : 30th May, 2011
Place : Mumbai
Mar 31, 2010
The Directors are pleased to present the Eighteenth Annual Report on
the business and operations of Arihant Capital Markets Ltd together
with the audited financial statements and accounts for the year ended
31st March, 2010.
FINANCIAL HIGHLIGHTS
The following table gives the financial highlights of your company on a
standalone and consolidated basis for the financial year 2009-10:
(Rs. in lacs)
Standalone Consolidated
2009-10 2008-09 2009-10 2008-09
Gross Income 5,123.54 3,811.40 6,364.14 4,483.19
Profit Before
Depreciation and Tax 1,129.00 409.33 1,952.36 558.54
Depreciation 128.42 113.47 136.00 120.99
Profit Before Tax 998.87 291.28 1,813.14 432.98
Provision for Taxation 426.18 102.26 703.95 145.79
Net Profit after Taxation 572.68 189.02 1,109.18 287.19
Balance of Profit and
Loss A/c b/f 354.13 329.30 450.41 347.63
Profit available for
appropriation 926.81 518.33 1,566.49 634.60
Appropriations:
Transfer to General Reserve 650.00 50.00 1,000.00 50.00
Transfer to Statutory Reserve Nil Nil 7.00 20.00
Dividend (inclusive of
Dividend Tax) 151.76 114.19 151.76 114.19
Balance carried to
Balance Sheet 125.06 354.13 407.73 450.41
DIVIDEND
The Directors recommended a dividend of Rs. 2.00 per share i.e. 20%
(previous year Rs. 1.50 per share) on 65,07,050 equity shares to be
appropriated from the profits of the year 2009-2010, subject to the
approval of the shareholders at the ensuing Annual General Meeting.
TRANSFER TO GENERAL RESERVES
The Company proposes to transfer Rs. 650 lacs to the General Reserve
out of the amount available for appropriations and an amount of Rs.
125.06 lacs is proposed to be retained in the Profit and Loss Account.
REVIEW OF OPERATIONS
The financial year 2009-2010 marked the beginning of improvement in the
global sentiments after the global turmoil in the previous year. This
had a positive impact on the Indian economy as well as the Indian
capital markets, and the Indian equities rose over eighty percentage
points during the financial year 2010. In tandem with the improved
conditions, your Companys consolidated income rose 42% to Rs. 63.64
crore and net profit after tax increased 286% to Rs. 11.09 crore.
Your Company continued strengthening its distribution spread, in line
with companys goal of reaching out to more investors to help them meet
their financial goals. As on March 31, 2010, the Company had 610
investment centers spread across 110 cities pan-India.
A detailed note on the Companys operational and financial performance
is given in the Management Discussion and Analysis (MDA) Report which
is annexed to the Directors Report. The MDA report has been prepared
in compliance with the terms of Clause 49 of the Listing Agreement with
the Bombay Stock Exchange.
KEY INITITATIVES
Your Company took several new initiatives towards cost optimization,
productivity improvement, employees competence upgradation and
improving overall quality management of the Company. In working towards
these initiatives, the Company has successfully implemented a quality
management system and obtained the ISO 9001:2008 certification during
the financial year ended 2009-2010. The ISO 9001 standard, established
by the International Standards Organization, is a quality management
system that sets a global standard for quality assurance processes and
ensures a companys products and services are among the best in the
world.
Achieving ISO 9001 certification is excellent for our operations. It
ensures that each individual and operation is dedicated to the pursuit
of quality. By scrutinizing our organization at every level, we assure
our customers that we are committed to providing them with superior
customer service and the highest quality products. Our implementation
team and employees level of commitment and knowledge about ISO 9001
principles were an important factor in the independent audit teams
unanimous favorable assessment.
PUBLIC DEPOSITS
The Company did not accept any public deposits during the year under
review.
SUBSIDIARIES
Your Company has four subsidiaries:
1. Arihant Futures and Commodities Limited
2. Arihant Financial Services Limited
3. Arihant Finsec Limited
4. Arihant Insurance Broking Services Limited
As per section 212 of the Companies Act, 1956, we are required to
attach the Directors report, Balance sheet, and Profit & Loss account
of our subsidiaries. We had applied to the government of India for an
exemption from such an attachment as we present the audited
consolidated financial statements in the Annual Report. The government
of India has granted us an exemption from complying with section 212.
Accordingly, the Annual Report does not contain the financial
statements of these subsidiaries. The audited annual accounts and
related information of subsidiaries, where applicable, will be made
available upon request. These documents will also be available for
inspection during business hours at our registered office in Indore.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Akhilesh Rathi who retires
by rotation and being eligible offers himself for reappointment.
Mrs. Anita Surendra Gandhi was appointed as an additional director
w.e.f. January 30, 2010 and as well as was appointed as a Whole -Time
Director with effect from February 1, 2010 for one year. Mr. Pankaj
Kumar Gupta and Mr. Paragbhai Rameshbhai Shah were appointed as
Additional Directors with effect from 30th January 2010. All of them
hold office up to ensuing Annual General Meeting. The approval of
members is sought for appointing them as Whole-time Director and
Directors respectively as set out in the accompanying notice convening
the Annual General Meeting. The Directors commend the resolution for
approval by the members. Details of all these directors are provided in
the Corporate Governance Report separately.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/ OUTGO
The information relating to energy conservation, technology absorption,
foreign exchange earnings and outgo required u/s 217(1) of the
Companies Act, 1956 is NIL as the Company has no activity relating to
it.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under the provisions of section
217(2A) of the Companies Act, 1956, read with the Companies
(particulars of employees) Rules, 1975 is as under:
Experience
Name Designation Age Qualification
(Years)
Mr. Ashok
Kumar Jain Chairman & 56 C.A. 18#
Managing
Director
Mrs. Anita
Surendra
Gandhi Whole-time 47 C.A. 22
Director*
Name Remuneration Date of Last
Received appointment Employment
Mr.Ashok Kumar Jain Rs. 86.92 25.06.1992 NIL
Lacs
Mrs.Anita Surendra
Ghandhi Rs. 26.84** 02.06.2002 M/s Somaya
Lacs Julu &
Company Ltd.
* Mrs. Anita Surendra Gandhi appointed as a whole time director w.e.f.
Feb. 1, 2010
** RS. 4,48,000 remuneration received by Mrs. Anita Surendra Gandhi as
a whole time director
# Experience in capital markets. Total experience 27 years
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Section 217(2AA) of the Companies Act, 1956, the
Directors statement, as an averment of their responsibility, is as
under:
(i) The Company has, in the preparation of the annual accounts,
followed the applicable accounting standards along with proper
explanations relating to material departures, if any. (ii) 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 as at 31st March 2010 and of the profit or loss of the
Company
for the year ended on that date. (iii) The Directors have 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. (iv) The
Directors have prepared the annual accounts for the financial year
ended 31st March 2010 on a going concern basis.
AUDITORS AND AUDITORS REPORT
M/s Arora Banthia & Tulsiyan, Chartered Accountants (Firm Regd. No.
007028C), auditors of the company retires at the ensuing Annual General
Meeting and being eligible offers themselves for re-appointment. The
Company has received a certificate from them to the effect that their
re- appointment, if made, would be within the limit prescribed u/s 224
(1) of the Companies Act, 1956.
The notes to the accounts referred to in the Auditors Report are
self-explanatory and therefore, do not call for any further comments.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report covering the matters
listed in Clause 49 of the Listing Agreement for the year under review
is given as a separate statement in the Annual Report.
CORPORATE GOVERNANCE
Your directors reaffirm that the Company has complied with the
Corporate Governance norms as stipulated under the provisions of the
Listing Agreement entered into with the Stock Exchanges and prescribed
by the Securities and Exchange Board of India.
A Certificate from practicing Company Secretary confirming compliance
of the Corporate Governance requirements by the Company is attached to
this report. A detailed report on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement is included in the Annual Report.
LISTING AT THE STOCK EXCHANGE
The Equity Shares of the Company continue to be listed at the Bombay
Stock Exchange, Mumbai. The Annual listing fee for the year 2010-11 has
been paid to Bombay Stock Exchange, Mumbai.
ACKNOWLEDGEMENT
Your directors take this opportunity to thank the customers,
shareholders, financial institutions, Securities And Exchange Board Of
India, Reserve Bank Of India, stock exchanges, National Securities
Depository Limited, Central Depository Services (India) Limited and
other government and regulatory agencies for their consistent support
and encouragement to the Company.
We also place on record our sincere appreciation to all the members of
Arihant family including our employees and sub-brokers for their hard
work, support and commitment. Their dedication and competence has
ensured that the Company continues to walk on a sustained growth path
and scales on a new height year after year.
For and on behalf of the Board of Directors
Place : Mumbai Ashok Kumar Jain
Dated : May 29, 2010 Chairman & Managing Director
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