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Directors Report of Arihant Capital Markets Ltd.

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, 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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