Mar 31, 2018
Dear Members,
The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditorsâ Report for the year ended 31st March, 2018.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st March, 2018 is as summarized below:-
(in Rs.)
Particulars |
Year ended 31.03.2018 |
Year ended 31.03.2017 |
Gross Turnover |
30,61,82,430 |
37,52,80,408 |
Profit/(loss) before Taxation |
54,82,046 |
17,46,399 |
Less: Provision for Taxation |
16,24,820 |
4,72,728 |
Add: Provision for Deferred Tax Assets |
5,960 |
1,749 |
Profit/(loss) after Taxation |
38,63,186 |
12,75,420 |
Less: Provision Against Standard Assets Less : Transferred to Reserve Fund 45-1C |
11,66,170 7,72,637 |
8,67,507 2,54,734 |
Add: Balance brought forward from previous year |
1,88,60,873 |
1,87,07,694 |
Less: Proposed Dividend |
NIL |
NIL |
Less: Dividend Tax |
NIL |
NIL |
Balance carried to Balance Sheet |
1,88,60,873 |
1,87,07,694 |
2. Dividend :-
The Board of Directors do not recommend any dividend for the financial year 2017-18 under report.
3. State of the Companyâs Affairs:-
The gross turnover for the financial year 2018 at Rs. 3061.82 Lakhs and last year 2017 it was Rs. 3752.80 Lakhs.The Profit before tax for FY 2018 was Rs. 54.82 Lakhs against as Rs. 17.46 Lakhs in FY-2017. The Profit after tax for FY 2018 was Rs. 38.63 Lakhs compared as Rs. 12.75 Lakhs in FY-2017.This has come due to companyâs health interest margins, operating efficiencies and prudent risk management.
The Companyâs current provisioning standards are more stringent than Reserve Bank of India (RBI) prudential norms. In line with its conservative approach, the Company continues to strengthen its provisioning norms beyond the RBI regulation by accelerating the provisioning to an early stage of delinquencies based on the past experience and emerging trends.
4. Directors:-
Mrs. Gazala Kolsawala retires by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for re-appointment.
Mrs. Sarita Bhartia (DIN 01002622) was appointed as an Additional Director with effect from 8th August, 2018. She holds the office of Additional Director upto the ensuing Annual General Meeting. The Board wants to appoint her as a Non-executive Independent director from the same date for a period of 3 years. She is a Chartered Accountant (Membership no: 056122) having 31 years of experience in finance, taxation, compliance, audits. She is a woman who is result oriented and the Company will be benefitted from her great potential in the above fields.
The resolution seeking approval of the members for the appointment of Mrs. Sarita Bhartia have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them.
Pursuant to Sections 149 of the Companies Act, 2013 Mr. Sopan Vishwanathrao Kshirsagar has been appointed as Independent Directors for a period of five years till 31st March, 2019 at the annual general meeting held on 29th September, 2014.
Mr. Gajanan Uttamrao Mante has resigned from the board due to his personal reason w.e.f. 8th August, 2018.
The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details of the familiarization programme are available on the website of the Company at http:// www.arnoldholdings.in. /investor relations/ Familiarisation_Programme_for_Independent_Directors.pdf.
Mr. GajananUttamraoMante and Mr. SopanVishwanathrao Kshirsagar, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations. Further, all the Directors meet the Fit and Proper criteria as per the policy of the Company and as stipulated by RBI pursuant to the revised regulatory framework notified during the year. The terms and conditions of appointment of Independent Director is also available on the website of the Company at http:// www.arnoldholdings.in./Management/ Appointment of Independent Directors.pdf.
The Directors of the Company have affirmed compliance with the Code of Conduct of the Company.
In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.
The brief note on Director retiring by rotation and eligible for re- appointment as well as Independent Directors and re-appointment of Whole Time Director is being furnished in the Report on Corporate Governance.
5. Key Managerial Personnel
During the year under the report, the Company has appointed following persons as Key Managerial Personnel.
Mr. MahendraprasadMallawat - Whole Time Director
Mr. Mohandas Dasari - Whole Time Director
Mrs. Soniya Agarwal - Company Secretary and Compliance Officer.
Mrs. Minaxi M. Chokasi - CFO
6. Directorsâ Responsibility Statement-
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:-
i) That in the preparation of the accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
iii) That 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) That the Directors have prepared the annual accounts for the financial year ended 31st March 2018 on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
7. Board Evaluation
The Nomination and Remuneration Committees lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for the performance evaluation is based on the various parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.
The Board has carried out the evaluation of its own performance as well as that of the Committees of the Board and all the Directors.
8. Subsidiary Company:
The Company does not have any subsidiaries during the year.
9. Meeting of the Board and committees thereof: Board Meeting:
Four meetings of the Board were held during the year, the details of which are disclosed in the Report on Corporate Governance forming part of the Annual Report of the Company.
Audit Committee:
The Company has constituted an Audit Committee comprising of Independent Directors. The composition, terms of reference and details of meeting held during the year are disclosed in the Report on Corporate Governance. Four meetings of the Audit Committee were held during the year.
Stakeholders Relationship Committee:
The Committee met four times during the year. The composition, terms of reference and details of meeting held during the year are disclosed in the Report on Corporate Governance.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Director/Managing Director and Key Managerial Personnel and the remuneration packages payable to them. The Nomination and Remuneration Committee met two times during the year. The composition, terms of reference and details of meeting held during the year are disclosed in the Report on Corporate Governance.
10. Internal financial control systems and their adequacy:-
The Internal Financial Controls with reference to financial Statements as designed and implemented by the company are adequate. During the year under review, no material or serious observations has been received from the Auditors of the company for inefficiency or inadequacy of such controls. The details in respect of internal financial control and their adequacy are included in the Management Discussion & analysis, which forms part of this report.
11. Auditors& Auditors Report
The statutory auditors of the company M/S Amit Ray& CO ( Firm Registration No. 000483C) , Chartered Accountants, retire at the conclusion of this Annual General Meeting of the company and being eligible for Re-Appointment offer them for reappointment.
The Company has received a letter from them to the effect that their re- appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for re- appointment.
The Notes on Financial Statements referred to in the Auditorsâ Report are self- explanatory and do not call for any further comments.
The Audit report does not contain any qualification, reservations or adverse remarks.
12. Managementâs Discussion and Analysis Report:-
The Managementâs Discussion and Analysis Report(Annexure I) forms an integral part of this report and gives detail of the overview, industry structure an developments, different product groups of the company, operational performance of its various business segments.
13. Corporate Governance:-
As Per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.
A report on Corporate Governance (Annexure-II) together with a certificate of its compliance from a Practicing Company secretary , forms part of this report.
14. Secretarial Auditor report:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. S Pardeshi & Associates (CP No. 8485), to conduct Secretarial Audit for the financial year 2017-18.
Secretarial Audit report issued by M/s. S Pardeshi & Associates, Company Secretaries in Form MR-3 forms part of this report Annexure-III.
The said report doesnât contain any observation or qualification requiring explanation or adverse remarks.
15. Particulars of Loans, Guarantees and Investment.
The Company has not given any loans or guarantee or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.
16. Related Party Transactions.
All the related party transaction entered into during the financial year was not on the armâs length basis and were in the ordinary course of Companyâs business. The Companyâs has not entered into any contracts, arrangements or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
The Board has approved a policy for related party transactions which has been uploaded on the website of the Company www.arnoldholdings.in.
All the related party transactions are placed before the Audit Committee as well as the Board for approval on the quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.
Related party transactions under Accounting Standards AS- 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC- 2 pursuant to clause (h) of sub- section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure IV to this report.
Disclosure of Related Party/ Related Party Transactions:
a) Key Managerial Persons:
Mr. Mahendraprasad Mallawat
Mr. Gajanan Uttamrao Mante
Dr. Sopan Vishwanathrao Kshirsagar
Mrs. CA. Gazala Kolsawala
Mrs. Soniya Agarwal
Mrs. Minaxi M. Chokasi
b) Details of transactions:
Directorâs remuneration: - Mr. Mahendraprasad Mallawat Rs. 5, 45,500/
Mr. Mohandas Dasari Rs. 27,500/
Mrs. CA. Gazala Kolsawala Rs.40,050/-
Detail of Salary: Mrs. Soniya Agarwal Rs. 3,66,000/
17. RBI guidelines:
The Company is registered as Non deposit taking Company systemically important Non-Banking Finance Company with RBI. Accordingly during the year the Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal. The Company has complied with and continues to comply with all applicable Laws, Rules, Circulars, Regulations, norms and standards laid down by the Reserve Bank of India (RBI) during the Financial Year 2017-2018.
18. Dematerialization of Equity Shares: Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31, 2018, 100% of the Equity Shares are held in electronic form only.
19. Secretarial standards of ICSI:
The Institute of Company Secretaries of India (ICSI) has on 23 April 2015, notified the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) to be effective from 1 July 2015. The Company is complying with the same.
20. Extract of Annual Report:
In accordance with the requirements of Section 92(3) of the Companies Act, 2013, and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT- 9 is furnished as Annexure V to this report.
21. Particulars of Employees:-
None of the employees were in the category of the limits specified Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
22. Fixed Deposits:-
During the year under review, the Company has not accepted any deposits as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
23. Vigil Mechanism/Whistle Blower Policy:-
The Company has formulated and established a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, and to enable Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct. The details of the same are explained in the Report on Corporate Governance. The Whistle Blower Policy may be accessed on the Companyâs website athttp://www.arnoldholdings.in/investor relations/Policies/ Whistle_Blower_Policy.pdf.
24. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-
The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134 of the Companies Act, 2013, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:
(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned - Rs. Nil
Foreign Exchange Used - Rs. Nil
25. Appointment of Internal Auditor
Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014, Mrs. Soniya Agarwal who is the Company Secretary and compliance officer of the Company has been appointed has the internal auditor of the Company for the financial year 2018-2019 and she is being eligible for re- appointment.
26. Human Resources:
The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has a planning tool that provides an integrated means of identifying, selecting, developing and retaining top talent within the organization. Focus on Behavioral and Leadership traits through Learning & Development interventions, job rotation is planned for the employees who constitute the Talent Pool.
27. Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:
The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work Place. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the year under review, the Company has not received any complaints in this regard.
28. Business Development:
During the year, the Business Development Group (âBDGâ) initiated opportunities and harnessed its extensive relationship network within and outside the Company, to benefit the business.
29. Regulatory Action:
There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and operation of the Company in future.
30. Material Changes and Commitments:
There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this Report.
30. Acknowledgments:-
The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Companyâs bankers for the ongoing support extended by them.
The Directors also place on record their sincere appreciation for the continued support extended by all the stakeholders and trust reposed by them in your Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and resulting in successful performance during the year.
On behalf of the Board of Directors,
For Arnold Holdings Limited For Arnold Holdings Limited
Mahendraprasad Mallawat Mohandas Dasari
Whole Time Director Whole-Time Director
DIN - 00720282 DIN - 05105936
Place : Mumbai
Date : 30th May, 2018
Mar 31, 2016
Dear Members,
The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditorsâ Report for the year ended 31st March, 2016.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st March, 2016 is as summarized below:-
(in Rs.)
Particulars |
Year ended 31.03.2016 |
Year ended 31.03.2015 |
Gross Turnover |
25,85,01,560 |
32,86,39,968 |
Profit/(loss) before Taxation |
85,96,544 |
12,319,438 |
Less: Provision for Taxation |
20,65,795 |
21,16,807 |
Add: Provision for Deferred Tax Assets |
12,813 |
11,362 |
Profit/(loss) after Taxation |
65,43,562 |
1,02,13,993 |
Less: Provision Against Standard Assets Less : Transferred to Reserve Fund 45-1C |
9,83,387 13,08,712 |
1,003,870 2,051,820 |
Add: Balance brought forward from previous year |
1,44,56,231 |
10,210,817 |
Less: Proposed Dividend |
NIL |
2,506,250 |
Less: Dividend Tax |
NIL |
406,639 |
Balance carried to Balance Sheet |
1,87,07,694 |
1,44,56,231 |
2. Dividend :-
The Board of Directors do not recommend any dividend for the financial year 2015-16 under report.
3. State of the Companyâs Affairs:-
The gross turnover for the financial year 2016 at Rs. 2585.02 Lakhs and last year 2015 it was Rs. 3286.40 Lakhs. The Profit before tax for FY 2016 was Rs. 85.96 Lakhs against as Rs. 123.19 Lakhs in FY-2015. The Profit after tax for FY 2016 was Rs. 65.44 Lakhs compared as Rs. 102.14 Lakhs in FY-2014.This has come due to companyâs health interest margins, operating efficiencies and prudent risk management.
The Companyâs current provisioning standards are more stringent than Reserve Bank of India (RBI) prudential norms. In line with its conservative approach, the Company continues to strengthen its provisioning norms beyond the RBI regulation by accelerating the provisioning to an early stage of delinquencies based on the past experience and emerging trends.
4. Directors:-
Mrs. Gazala Kolsawala retires by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for re-appointment.
Mr. Mahendraprasad N. Mallawat is being re-appointed as the Whole Time Director of the Company for a further Period of 5 years with effect from 12th August, 2016 and the necessary resolution In this regard is being proposed at the ensuing Annual General Meeting for the approval of the Members.
Pursuant to Sections 149 of the Companies Act, 2013 Mr. Dinesh Kumar Gupta, Mr. GajananUttamraoMante and Mr. Sopan Vishwanathrao Kshirsagar, have been appointed as Independent Directors for a period of five years till 31st March, 2019 at the annual general meeting held on 29th September, 2014.
Mr. Dinesh Kumar Gupta, Mr. GajananUttamraoMante and Mr. Sopan Vishwanathrao who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as an independent director during the year.
In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.
The brief note on Director retiring by rotation and eligible for re- appointment as well as Independent Directors and re-appointment of Whole Time Director is being furnished in the Report on Corporate Governance.
5. Key Managerial Personnel
During the year under the report, the Company has appointed following persons as Key Managerial Personnel.
Mr. Mahendraprasad Mallawat - Whole Time Director
Mr. Prasenjit Goswami-Whole Time Director
Mrs. CA. Gazala Kolsawala-Whole Time Director
Mrs. Soniya Agarwal - Company Secretary and Compliance Officer.
6. Directorsâ Responsibility Statement-
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:-
i) That in the preparation of the accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
iii) That 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) That the Directors have prepared the annual accounts for the financial year ended 31st March 2016 on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
7. No. of Board Meetings
Five meetings of the Board were held during the year. For details of the meetings of the board please refer to the corporate governance report which forms the part of this report.
8. Board Evaluation
The Nomination and Remuneration Committees lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for the performance evaluation is based on the various parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.
The Board has carried out the evaluation of its own performance as well as that of the Committees of the Board and all the Directors.
9. Policy on Directorâs Appointment and Remuneration and Other Details:
The Nomination and Remuneration Committees lays down the criteria for Directorâs appointment and remuneration including criteria for determining qualification, positive attributes and independence of the Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:
- The candidate should posses the positive attributes such as Leadership, Entrepreneurship, Business Advisor or such other attributes which in the opinion of the Committee are in the interest of the Company.
- The candidate should be free from any disqualifications as provided under Section 164 and 167 of the Companies Act, 2013.
- The candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment of an independent director; and
- The candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Companyâs business.
10. Subsidiary Company:
The Company does not have any subsidiaries during the year.
11. Familiarization Program for Independent Directors:
Details of the familiarization program for independent directors are disclosed on the website of the Company www.arnoldholdings.in.
12. Meeting of the Board and committees thereof:
The information has been furnished under report on Corporate Governance, which is annexed.
13. Internal financial control systems and their adequacy:-
The details in respect of internal financial control and their adequacy are included in the Management Discussion & analysis, which forms part of this report.
14. Audit Committee
The details pertaining to composition of audit committee are included in the Corporate Governance, which forms the part of this report.
15. Auditors& Auditors Report
The statutory auditors M/S JAIN PRADEEP & CO, Chartered Accountants (Firm Registration No. 315109E), have intimated their unwillingness to be reappointed as the Auditors of the Company.
This change is in order to uphold the principles of governance and recognition of the regulatory changes in India. In view of the above, the Audit committee has considered the qualifications and experience of M/s. Amit Ray & Co., Chartered Accountants (FRN 000483C) and proposed them as Statutory Auditors and has recommend their appointments.
The Board of Directors has also considered the matter and recommends the passing of ordinary resolution appointing M/s. Amit Ray & Co. , Chartered Accountants, Statutory Auditors in place of the Retiring Auditors M/s. Jain Pradeep & Co. Chartered Accountants.
The Board places on record its appreciation for the contribution of M/s. Jain Pradeep & Co., Chartered Accountants, and retiring Auditors during their long association with the company.
16. Managementâs Discussion and Analysis Report:-
The Managementâs Discussion and Analysis Report (Annexure I) forms an integral part of this report and gives detail of the overview, industry structure an developments, different product groups of the company, operational performance of its various business segments.
17. Corporate Governance:-
As Per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.
A report on Corporate Governance (Annexure-II) together with a certificate of its compliance from a Practicing Company secretary , forms part of this report.
18. Secretarial Auditor report:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. S Pardeshi & Associates (CP No. 8485), to conduct Secretarial Audit for the financial year 2015-16.
Secretarial Audit report issued by M/s. S Pardeshi & Associates, Company Secretaries in Form MR-3 forms part of this report Annexure-III.
The said report doesnât contain any observation or qualification requiring explanation or adverse remarks.
19. Particulars of Loans, Guarantees and Investment.
The Company has not given any loans or guarantee or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.
20. Related Party Transactions.
All the related party transaction entered into during the financial year was not on the armâs length basis and were in the ordinary course of Companyâs business. The Companyâs has not entered into any contracts, arrangements or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
The Board has approved a policy for related party transactions which has been uploaded on the website of the Company www.arnoldholdings.in.
All the related party transactions are placed before the Audit Committee as well as the Board for approval on the quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.
Related party transactions under Accounting Standards AS- 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC- 2 pursuant to clause (h) of sub- section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure IV to this report.
Disclosure of Related Party/ Related Party Transactions:
a) Key Managerial Persons:
Mr. Mahendraprasad Mallawat
Mr. Prasenjit Goswami
Mr. Dinesh Kumar Gupta
Mr. GajananUttamraoMante
Dr. SopanVishwanathraoKshirsagar
Mrs. CA. Gazala Kolsawala
Mrs. Soniya Agarwal
b) Details of transactions:
Directorâs remuneration: - Mr. Mahendraprasad Mallawat Rs. 5, 63,000/Mrs. CA. Gazala Kolsawala Rs. 3, 87,000/Detail of Salary: Mrs. Soniya Agarwal Rs. 2, 70,000/
21. RBI guidelines:
The Company is registered with RBI. The Company has complied with and continues to comply with all applicable Laws, Rules, Circulars, Regulations, norms and standards laid down by the Reserve Bank of India (RBI) during the Financial Year 2015-2016. In line with the RBI guidelines for asset liability management (ALM) system for NBFCs, the Company has an Asset Liability Committee which meets monthly to review its ALM risks and opportunities.
22. Secretarial standards of ICSI:
The Institute of Company Secretaries of India (ICSI) has on 23 April 2015, notified the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) to be effective from 1 July 2015. The Company is complying with the same.
23. Extract of Annual Report:
In accordance with the requirements of Section 92(3) of the Companies Act, 2013, and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT- 9 is furnished as Annexure V to this report.
24. Particulars of Employees:-
None of the employees were in the category of the limits specified Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
25. Fixed Deposits:-
During the year under review, the Company has not accepted any deposits as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
26. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-
The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134 of the Companies Act, 2013, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:
(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil
27. Appointment of Internal Auditor
Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014, Mrs. Soniya Agarwal who is the Company Secretary and compliance officer of the Company has been appointed has the internal auditor of the Company for the financial year 2016-2017 and she is being eligible for reappointment.
28. Human Resources:
The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has a planning tool that provides an integrated means of identifying, selecting, developing and retaining top talent within the organization. Focus on Behavioral and Leadership traits through Learning & Development interventions, job rotation is planned for the employees who constitute the Talent Pool.
29. Business Development:
During the year, the Business Development Group (âBDGâ) initiated opportunities and harnessed its extensive relationship network within and outside the Company, to benefit the business.
30. Regulatory Action:
There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and operation of the Company in future.
31. Acknowledgments:-
Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your Directors, places on record their sense of appreciation of the valuable contribution made by the employees of the Company.
On behalf of the Board of Directors,
For Arnold Holdings Limited For Arnold Holdings Limited
Mahendraprasad Mallawat Gazala Kolsawala
Whole Time Director Whole-Time Director
DIN - 00720282 DIN - 07133943
Place : Kolkata
Date : 30th May, 2016
Mar 31, 2015
Dear Members,
The Directors of your Company have pleasure in presenting Annual Report
together with the Audited Accounts and Auditors' Report for the year
ended 31st March, 2015.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st March,
2015 is as summarized below:-
(In Rs.)
Particulars Year ended Year ended
31.03.2015 31.03.2014
Gross Turnover 32,86,39,968 91,545,980
Profit/(loss) before Taxation 12,319,438 1,14,52,925
Less: Provision for Taxation 21,16,807 19,54,260
Add: Provision for Deferred Tax Assets 11,362 10,407
Profit/(loss) after Taxation 1,02,13,993 95,09,072
Less: Provision Against Standard Assets 1,003,870 10,18,259
Less: Transferred to Reserve Fund 45-1C 2,051,820 18,62,090
Add: Balance brought forward from previous 10,210,817 64,94,983
year
Less: Proposed Dividend 2,506,250 25,06,250
Less: Dividend Tax 406,639 4,06,639
Balance carried to Balance Sheet 1,44,56,231 10,210,817
2. Dividend:-
Your Directors are pleased to recommend for approval of Shareholders, a
maiden dividend of Rs. 0.10 per share (i.e. 5%) on Equity Shares of the
face value of Rs. 2/- each.
3. State of the Company's Affairs:-
The gross turnover for the financial year 2015 at Rs. 3286.40 Lakhs and
last year 2014 it was Rs. 915.46 Lakhs. The Profit before tax for FY
2015 was Rs. 123.19 Lakhs against as Rs. 114.53 Lakhs in FY-2014an
increase of 7.57% over the previous year. The Profit after tax for FY
2015 was Rs. 102.14 Lakhs compared as Rs. 95.09 Lakhs in FY-2014 an
increase of 7.41% over the previous year.
This has come due to company's health interest margins, operating
efficiencies and prudent risk management.
The Company's current provisioning standards are more stringent than
Reserve Bank of India (RBI) prudential norms. In line with its
conservative approach, the Company continues to strengthen its
provisioning norms beyond the RBI regulation by accelerating the
provisioning to an early stage of delinquencies based on the past
experience and emerging trends.
4. Directors:-
Pursuant to Sections 149 of the Companies Act, 2013 Mr. Dinesh Kumar
Gupta, Mr. Gajanan Uttamrao Mante and Mr. Sopan
VishwanathraoKshirsagar, have been appointed as Independent Directors
for a period of five years till 31st March, 2019 at the annual general
meeting held on 29th September, 2014.
Mr. Dinesh Kumar Gupta, Mr. Gajanan Uttamrao Mante and Mr. Sopan
Vishwanathrao who are independent directors, have submitted a
declaration that each of them meets the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 and there has
been no change in the circumstances which may affect their status as
independent director during the year.
In the opinion of the Board, the independent directors possess
appropriate balance of skills, experience and knowledge, as required.
Mrs. CA. GazalaKolsawala was appointed as an Additional Director with
effect from 25th March, 2015. The Board has appointed her as an
executive director from the same date for a period of 3 years. She is a
Chartered Accountant (Membership no: 047323) having 20 years of
experience in finance, taxation, compliance, audits. She is a woman who
is result oriented and the Company will be benefitted from her great
potential in the above fields.
The resolution seeking approval of the members for the appointment of
Mrs. CA Gazala Kolsawala have been incorporated in the notice of the
forthcoming annual general meeting of the Company along with brief
details about them.
The brief note on Director retiring by rotation and eligible for re-
appointment as well as Independent Directors and Additional Director
being appointed is being furnished in the Report on Corporate
Governance.
5. Key Managerial Personnel
During the year under the report, the Company has appointed following
persons as Key Managerial Personnel.
Mr. MahendraprasadMallawat - Whole Time Director
Mr. PrasenjitGoswami-Whole Time Director
Mrs. CA. GazalaKoIsawala-Whole Time Director
Mrs. SoniyaAgarwal - Company Secretary and Compliance Officer.
6. Directors' Responsibility Statement:-
Pursuant to the requirement under Section 134 (5) of the Companies Act,
2013, with respect to
Directors Responsibility Statement, it is hereby confirmed:-
i) That in the preparation of the accounts for the financial year ended
31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review;
iii) That 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) That the Directors have prepared the annual accounts for the
financial year ended 31st March 2015 on a going concern basis.
v) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
7. No. of Board Meetings
Eleven meetings of the Board were held during the year. For details of
the meetings of the board please refer to the corporate governance
report which forms the part of this report.
8. Board Evaluation
The Nomination and Remuneration Committees lays down the criteria for
performance evaluation of independent directors, Board of Directors and
Committees of the Board. The criteria for the performance evaluation is
based on the various parameters like attendance and participation at
tire meetings of the Board and Committees thereof, contribution to
strategic decision making, review of risk assessment and risk
mitigation, review of financial statements, busiiress performance and
contribution to the enhancement of brand image of the Company.
The Board has carried out the evaluation of its own performance as well
as that of the Committees of the Board and all the Directors.
9. Policy on Director's Appointment and Remuneration and Other
Details:
The Nomination and Remuneration Committees lays down the criteria for
Director's appointment and remuneration including criteria for
determining qualification, positive attributes and independence of the
Director. The following attributes/criteria for selection have been
laid by the Board on the recommendation of the Committee:
* The candidate should posses the positive attributes such as
Leadership, Entrepreneurship, Business Advisor or such other attributes
which in the opinion of the Committee are in the interest of the
Company.
* The candidate should be free from any disqualifications as provided
under Section 164 and 167 of the Companies Act, 2013.
* The candidate should meet the conditions of being independent as
stipulated under the Companies Act, 2013 and Listing Agreement entered
into with Stock Exchanges, in case of appointment of an independent
director; and
* The candidate should posses appropriate educational qualification,
skills, experience and knowledge in one or more fields of finance, law,
management, sales, marketing, administration, research, corporate
governance, technical operations, infrastructure, medical, social
service, professional teaching or such other areas or disciplines which
are relevant for the Company's business.
10. Internal financial control systems and their adequacy:-
The details in respect of internal financial control and their adequacy
are included in tire Management Discussion & analysis, which forms part
of this report.
11. Audit Committee
The details pertaining to composition of audit committee are included
in the Corporate Governance, which forms the part of this report.
12. Auditors& Auditors Report
The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered
Accountants, retire at the conclusion of this Annual General Meeting of
the company and being eligible for Re-Appointment offer them for
reappointment.
The Company has received a letter from them to the effect that their
re- appointment, if made, would be within the limits prescribed under
Section 141(3) (g) of the Companies Act, 2013 and they are not
disqualified for re- appointment.
The Notes on Financial Statements referred to in the Auditors' Report
are self- explanatory and do not call for any further comments.
13. Credit Ratings:
Due to economic environment, the Company is under- going the process of
acquiring the credit rating owing to high capital adequacy, strong
promoter support, and robust asset liability management.
Care Rating (the credit rating agency) is conducting tire process of
rating tire Company, as these ratings indicate highest degree of safety
with regard to timely payment of interest and principal.
14. Share Capital
During Financial Year 2014-2015, the Company has undergone the process
of sub- division of share from Rs. 10/- per share to Rs. 2/- per share
with effect from 18th April, 2015.
15. Management's Discussion and Analysis Report:-
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management's Discussion
and Analysis Report, which forms part of this Report as Annexure I.
16. Corporate Governance:-
We adhere to the principal of Corporate Governance mandated by the
Securities and Exchange Board of India (SEBI) and have implemented all
the prescribed stipulations. As required by Clause 49 of the Listing
Agreement, a detailed report on Corporate Governance forms part of this
Report. The Auditors' Certificate on compliance with Corporate
Governance requirements by the Company is attached with the Corporate
Governance Report as Annexure II.
17. Secretarial auditor report:
The secretarial report does not contain any qualification, reservations
or adverse remarks. Report of the Secretarial auditor is given as an
Annexure III which forms the part of this report.
18. Risk Management.
Pursuant to the Section 134 of the Companies Act, 2013, the Company has
constituted a Risk Management Committee. The details of the Committee
and its terms of reference are provided in the Report on Corporate
Governance.
19. Particulars of Loans, Guarantees and Investment.
The Company has not given any loans or guarantee or made any
investments in contravention of the provisions of the Section 186 of
the Companies Act, 2013. The details of the loans and guarantees given
and investments made by the Company are provided in the notes to the
financial statements.
20. Related Parly Transactions.
All the related party transaction entered into during the financial
year was not on the arm's length basis and were in the ordinary course
of Company's business. The Company's has not entered into any
contracts, arrangements or transaction with any related party which
could be considered as material within the meaning of clause 49 of the
listing agreement.
All the related party transactions are placed before the Audit
Committee as well as the Board for approval on the quarterly basis.
Omnibus approval was also obtained from the Audit Committee and the
Board on an annual basis for repetitive transactions.
Related party transactions under Accounting Standards AS- 18 are
disclosed in the notes to the financial statements. Prescribed Form No.
AOC- 2 pursuant to clause (h) of sub- section (3) of Section 134 of the
Act and Rule 8(2) of the Companies (Accounts)Rules, 2014 is furnished
as Annexure IV to this report.
Disclosure of Related Party/ Related Party Transactions:
a) Key Managerial Persons:
Mr. Mahendraprasad Mallawat
Mr. Prasenjit Goswami
Mr, Dineslr Kumar Gupta
Mr. Gajanan UttanrraoMante
Dr. SopanVishwanathraoKshirsagar
Mrs. CA. GazalaKolsawala
Mrs. SoniyaAgarwal
b) Details of transactions:
Director's remuneration: - Mr. MahendraprasadMallawat Rs. 5,100,
04/-Mrs. CA. GazalaKolsawalaRs. 18,000/-Detail of Salary: Mrs.
SoniyaAgarwaI Rs. 2, 40,800/-
21. RBI guidelines:
The Company is registered with RBI. The Company has complied with and
continues to comply with all applicable Laws, Rules, Circulars,
Regulations, norms and standards laid down by the Reserve Bank of India
(RBI) during the Financial Year 2014-2015. In line with the RBI
guidelines for asset liability management (ALM) system for NBFCs, the
Company has an Asset Liability Committee which meets monthly to review
its ALM risks and opportunities.
22. Secretarial standards of ICSI:
The Institute of Company Secretaries of India (ICSI) has on 23 April
2015, notified the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) to be effective from 1
July 2015. The Company is complying with the same,
23. Extract of Annual Report:
In accordance with the requirements of Section 92(3) of the Companies
Act, 2013, and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an extract of Annual Return in Form MGT- 9
is furnished as Annexure V to this report.
24. Particulates of Employees:-
None of the employees were in the category of the limits specified
Section 197 of the Act read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
25. Fixed Deposits:-
During the year under review, the Company has not accepted any deposits
as such no amount of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
26. Conservation of energy, technology absorption and foreign exchange
earnings and outgo:-The particulars relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo, required
to be furnished pursuant to Section 134 of the Companies Act, 2013,
read with Companies (Disclosures of Particulars in the Report of Board
of Directors) Rules, 1988, are as under:
(i) Part A and B of the Rules, pertaining to conservation of energy and
technology absorption, are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned - Rs. Nil
Foreign Exchange Used - Rs. Nil
27. Appointment of Internal Auditor
Pursuant to the provisions of Section 138 read with Rule 13 of the
Companies (Accounts) Rule, 2014, Mrs. Soniya Agarwal who is the Company
Secretary and compliance officer of the Company has been appointed has
the internal auditor of the Company for the financial year 2015-2016 and
she is being eligible for re- appointment.
28. Human Resources:
The Company recognizes people as its most valuable asset and it has
built an open, transparent and meritocratic culture to nurture this
asset. The Company has a planning tool that provides an integrated
means of identifying, selecting, developing and retaining top talent
within the organization. Focus on Behavioral and Leadership traits
through Learning & Development interventions, job rotation is planned
for the employees who constitute the Talent Pool.
29. Business Development:
During the year, the Business Development Group ("BDG") initiated
opportunities and harnessed its extensive relationship network within
and outside the Company, to benefit the business.
30. Regulatory Action:
There are no significant and material orders passed by the regulators
or courts or tribunal impacting the going concern status and operation
of the Company in future.
29. Acknowledgments:-
Your Directors acknowledge the support and owe a debt of gratitude to
the Shareholders, Investors & Bankers. Your Directors are also thankful
to its clients for their continued faith and support reposed in us.
Last but not the least, your Directors, places on record their sense of
appreciation of the valuable contribution made by the employees of the
Company.
On behalf of the Board of Directors
For Arnold Holdings Limited For Arnold Holdings Limited
Mahendraprasad Mallawat GazalaKoIsawala
Whole time Director Director
DIN- 00720282 DIN: 07133943
PIace:-Kolkata
Date: 29th day of May, 2015
Mar 31, 2014
Dear Members,
The Directors of your Company have pleasure in presenting Annual Report
together with the Audited Accounts and Auditors'' Report for the year
ended 31st March, 2014.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st March,
2014 is as summarized below :-
Particulars Year ended Year ended
31.03.2014 31.03.2013
Gross Turnover 79396029 442320650
Profit/(loss) before Taxation 11452925 10256607
Less : Provision for Taxation 1954260 1786290
Add : Provision for Deferred Tax Assets 10407 228639
Profit/(loss) after Taxation 9509072 8698956
Less : Provision Against Standard Asset 1018259 1862090
Less : Transferred to Reserve Fund 45-1C 972172 1739791
Add : Balance brought forward from
previous year 6494983 3420880
Less : Proposed Dividend 2506250 2506250
Less : Dividend Tax 406639 406639
Balance carried to Balance Sheet 10210817 6494984
2. Dividend :-
Your Directors are pleased to recommend for approval of shareholders, a
maiden dividend of Rs. 0.50 per share (i.e. 5%) on Equity Shares of the
face value of Rs.10/- each.
3. Directors :-
In terms of the Articles of Association of the Company, Mr.
Mahendraprasad Mallawat,Whole Time Director of the Company, retires by
rotation and is eligiblere-appointment at the ensuing Annual General
Meeting.
Pursuant to Sections 149, 150 & 152 of the Act, read with Companies
(Appointment and qualification of Director ) Rules, 2014 alongwith
Schedule IV or re-enactment thereof for the time being in force), the
Independent Directors can hold office for a term of Five consecutive
years on the Board of your Company. Accordingly, it is proposed to
appoint Mr. PrasenjitGoswami, Mr. Dinesh Kumar Gupta, Mr.
GajananUttamraoMante and Mr. SopanVishwanathrao, existing Directors as
Non-Executive, Independent Directors for five consecutive years and
shall not be liable to retire by rotation.
The Company has received requisite notice from Members proposing their
candidature for appointment as an Independent Director and has also
received Declaration from the aforesaid Independent Directors
confirming that they meet the criteria of Independence as prescribed
under provisions of Section 149(6) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement with the Stock Exchanges.
Brief resume of the Director proposed to be re-appointed,
qualification, experience and the name of the Companies in which he
holds directorship, membership of the board committees, as stipulated
in the clause 49 of the listing agreement is provided in the Report on
Corporate Governance forming a part of the annual report.
4. Directors'' Responsibility Statement :-
Pursuant to the requirement under Section 217(2AA) of the Companies
Act,1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:-
i) That in the preparation of the accounts for the financial year ended
31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) That the Directors have prepared the annual accounts for the
financial year ended 31st March 2014 on a going concern basis.
5. Auditors And Auditors'' Report:-
The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered
Accountants, retire at the conclusion of this Annual General Meeting of
the company and being eligible for Re-Appointment offer them for
reappointment.
The Company has received a letter from them to the effect that their
re- appointment, if made, would be within the limits prescribed under
Section 141(3) (g) of the Companies Act, 2013 and they are not
disqualified for re- appointment.
The Notes on Financial Statements referred to in the Auditors'' Report
are self- explanatory and do not call for any further comments.
6. Listing of Equity Shares:-
Your Directors are pleased to inform you that the Equity Shares of the
Company had listed on The Bombay Stock Exchange Ltd (BSE) on 23rd
December, 2013 under Script Code 537069. Now, Equity Shares of the
Company are listed on The Bombay Stock Exchange Ltd. (BSE) & The
Calcutta Stock Exchange Ltd. (CSE).
7. Particulars of Employees:-
None of the employees were in the category of the limits specified
under section 217(2A) of the Companies Act, 1956,
8. Fixed Deposits:-
Your company has not accepted any deposits under section 58A& 58AA of
The Companies Act, 1956, from the public or its stakeholders in the
last fiscal as a Non-Banking Financial Company.
9. Management''s Discussion and Analysis Report:-
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management''s Discussion
and Analysis Report, which forms part of this Report. as Annexure I.
10. Corporate Governance:-
We adhere to the principal of Corporate Governance mandated by the
Securities and Exchange Board of India (SEBI) and have implemented all
the prescribed stipulations. As required by Clause 49 of the Listing
Agreement, a detailed report on Corporate Governance forms part of this
Report. The Auditors'' Certificate on compliance with Corporate
Governance requirements by the Company is attached with the Corporate
Governance Report. as Annexure II.
11. Conservation of energy, technology absorption and foreign exchange
earnings and outgo:-
The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, required to be
furnished pursuant to Section 217(1)(e) of the Companies Act, 1956,
read with Companies (Disclosures of Particulars in the Report of Board
of Directors) Rules, 1988, are as under:
(i) Part A and B of the Rules, pertaining to conservation of energy and
technology absorption, are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil
12. Employer Employee Relationship:-
The Company maintained a cordial relationship with its employees, which
resulted in smooth flow of business operations during the period under
review.
13. Acknowledgments:-
Your Directors acknowledge the support and owe a debt of gratitude to
the Shareholders, Investors & Bankers. Your Directors are also thankful
to its clients for their continued faith and support reposed in us.
Last but not the least, your Directors, places on record their sense of
appreciation of the valuable contribution made by the employees of the
Company.
On behalf of the Board of Directors,
For Arnold Holdings Limited
Sd/-
Mahendraprasad Mallawat
DIN - 00720282
Kolkata, 30th May, 2014 Whole Time Director
Mar 31, 2013
Dear Shareholders
The Directors have pleasure in presenting the Thirty First Annual
Reprot to gether with the Audited Accounts for the year ended 31st March
2012
FINANCIAR HIGHLIGHTS
The working result of the Company for the year ended stand as under:-
Particulars
Rs. Rs.
Year ended
31.03.2013 Year ended
31.03.2012
Less: Provision for Taxation 1786290
Add: Provision for Deferred Tax
Assets 228639 00
Less: Provision Against Standard 97272 452082
Assets
Less : Transferred to Reserve Fund 1739791 175847
"Add: Balance brought forward from 3420880 6092465
previous year
2506250 2506250
Balance carried to Balance Sheet 6901622 3420880
DIRECT0R'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2 AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:-
i) That in the preparation of the accounts for the financial year ended
31st March, 2013, the applicable accounting standards have been
followed alr-ng with proper explanation relating to material
departures;
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) That the Directors have prepared the annual accounts for the
financial year ended 31 March 2013 on a going concern basis.
AUDITORS:
The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered
Accountants, retire at the conclusion of this Annual General Meeting of
the company and being eligible for Re-Appointment offer themselves for
reappointment.
LISTING OF EQUITY SHARES:
The equity shares of the company are listed on The Calcutta Stock
Exchange Association Ltd.
DEMATERIALIZATION OF SHARES OF YOUR COMPANY. "
The Company had entered into an arrangement with National Depository
Limited and Central Depository Services (India) Limited for
dematerialization of its equity shares and all of its equity shares
have been dematerialized.
EMPLOYEES
None of the employees were in the category of,the limits specified
under section 217(2A) of the Companies Act, 1956,
DEPOSITS
-our company has not accepted any deposits under section 58A of The
Companies Act, 1956. from the public or its stakeholders in the last
fiscal as a Non Banking Financial Company.
STATUTORY INFORMATION
The company being basically in the financial sector, requirement
regarding the disclosures of particulars of conservation of energy and
technology absorption prescribed by the rules is not applicable.
AUDIT COMMITTEE
The Company pursuant to Companies Amendment Act 2000 has constituted
Ian Audit Committee u/s 292A of the Companies Act 2000. The Analysis of
the Committee has been given elsewhere under the report of Corporate
Governance.
EMPLOYER EMPLOYEE RELATIONSHIP
The Company maintained a cordial relationship with its employees, which
resulted in smooth flow of business operations during the period under
review.
FOREIGN EXCHANGE
The Company had no foreign exchange outflow or inflow during the year
under review.
ACKNOWLEDGEMENTS
Your Directors acknowledge the support and owe a debt of gratitude to
the Shareholders, Investors & Bankers. Your Directors are also thankful
to its clients for their continued faith and support reposed in us.
Last but not the least, your Directors, place on record their sense of
appreciation of the valuable contribution made by the employees of the
Company.
Dated : 30/05/2013 On Behalf of the Board
Place: Kolkata Chairman
Mar 31, 2012
Dear Shareholders
The Directors have pleasure in presenting the Thirtieth Annual Report
of the Company together with the Audited Accounts for the year ended
31st March 2012.
1. FINANCIAL HIGHLIGHTS.
The working result of the Company for the year ended stand as under:-
Particulars Rs. Rs.
Year ended
31.03.2012 Year ended
31.03.2011
Profit/(loss) before Taxation 1272406 838338
Less: Provision for Taxation 393174 258917
Less: Provision for Deferred Tax
Assets 00 00
Profit/(loss) after Taxation 879233 579421
Less: Provision Against Standard 462082 00
Assets
Less : Transferred to Reserve Fund 175847
Add: Balance brought forward from 6092465 8406509
previous year
Less: Proposed Dividend 2506250 2506250
Less: Dividend Tax 406639 387215
Balance carried to Balance Sheet 3420880 6092465
2. DIVIDEND
Based on Company''s performance,. your Directors are pleased to
recommend for approval of shareholders, a maiden dividend of Rs. 0.50
pr share (i.e. 5%) of the face value of Rs.10/- each. F 3. DIRECTORS
Mr. Rohan Nahata retire by rotation, though being eligible, do not
offer himself for reappointment and Mr. Dinesh Gupta appointed as a
director. Mr. Mahendra Prasad Mallawat & Mr. Prasanjeet Goswami retire
by rotation, being eligible offer themselves for reappointment.
4.DIRECTOR'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:-
i) That in the preparation of the accounts for the financial year ended
31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) That the Directors have prepared the annual accounts for the
financial year ended 31st March 2012 on a going concern basis.
1. AUDITORS: |
The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered
Accountants, retire at the conclusion of this Annual General Meeting of
the company and being eligible for Re-Appointment offer themselves for
reappointment.
1 LISTING OF EQUITY SHARES:
The equity shares of the company are listed on The Calcutta Stock
Exchange Association Ltd.
DEMATERIALIZATION OF SHARES OF YOUR COMPANY.
The Company had entered into an arrangement with National Depository
Limited and Central Depository Services (India) Limited for
dematerialization of its equity shares and all of its equity shares
have been dematerialized.
8. EMPLOYEES
None of the employees were in the category of the limits specified
under section 217(2A) of the Companies Act, 1956,
9. DEPOSITS
Your company has not accepted any deposits under section 58A of The
Companies Act, 1956, from the public or its stakeholders in the last
fiscal as a Non anking Financial Company.
10. STATUTORY INFORMATION
The company being basically in the financial sector, requirement
regarding the disclosures of particulars of conservation of energy and
technology absorption prescribed by the rules is not applicable.
11. AUDIT COMMITTEE
The Company pursuant to Companies Amendment Act 2000 has constituted an
Audit Committee u/s 292A of the Companies Act 2000. The Analysis of the
Committee has been given elsewhere under the report of Corporate
Governance.
12. EMPLOYER EMPLOYEE RELATIONSHIP
The Company maintained a cordial relationship with its employees, which
resulted in smooth flow of business operations during the period under
review.
13. FOREIGN EXCHANGE
The Company had no foreign exchange outflow or inflow during the year
under review.
14. ACKNOWLEDGEMENTS
Your Directors acknowledge the support and owe a debt of gratitude to
the Shareholders, Investors & Bankers. Your Directors are also thankful
to its clients for their continued faith and support reposed in us.
Last but not the least, your Directors, place on record their sense of
appreciation of the valuable contribution made by the employees of the
Company.
Registered Office: By Order of the Board
255, Rabindra Sarani,
4th Floor
Kolkata-700007 Director
Dated: 3rd Day of September, 2012
Mar 31, 2011
Dear Shareholders
The Director have in Presenting the Twenty Ninth Annual Report of the
Company Together with the Audited Accounting for the year ended 31st
March 2011.
FINANCEAL HIGHLIGHTS
The Working of the Year ended stand as under
Particulars Rs. Rs.
Year ended
31.03.2011 Year ended
31.03.2010
Profit (loss) Before Taxation 838338 47209
Less Provision for Taxtion 25917 14590
Less Provision for Deferread
Tax Assets 00 120
Profit (loss) aftear Taxation 579421 92739
Less Transfer to reseeund 00 65241
Balance carried to Balanc Sheet 89855930 8406509
DIVIDEND
Based on Company s Performannce Your Director are plaed to recommend
for approval of Sharehoulder maiden dividend of Rs0.50 pr (%5) of the
face value Rs.10 Each
DIRECTORS
Mr.Deepak kumar jhawar retire by rotion thought eling dont offer
himsilef for reappiont Mr. Rohan Nahatin Rave Agarwal offer Themselaeam
for reaappion.
AUDITORTS
M/S Agrawal S.K Kumar & Association Chareted Accountants holden the
office till the Conclsion of this Annual General Meeting Thount does
not Contiong as Statuory auditors of the Company annual Meeting.
DEMATERIZATION OF SHARES OF YOUR COMPANY
the Company had endead into an arrangmaent with Nation Dalimnted Part
of ots equity shares have been dematerialized.
Registered Office: By Order of the Board
255, Rabindra Sarani,
4th Floor
Kolkata-700007 Director
Dated: 3rd Day of September, 2011
Mar 31, 2010
Dear Shareholders
The Directors have pleasure in presenting the Twenty-eighth , Annual
Report of the Company together with the Audited Accounts for the year
ended 31st March 2010.
1. FINANCIAL HIGHLIGHTS
The working result of the Company for the year-ended stand as under:
(Rs) (Rs)
Particulars Year ended Year ended
31.03.2010 31.03.2009
Profit/(Loss) before Taxation 35586.71 13468.65
Less: Provision for Taxation 10997.00 17888 00
Less: Provision for Fringe
Benefit Taxation - 1000 00
Less: Provision for
Deferred Taxation - 15177 00
Profit/(Loss) after
Taxation 24589.71 (20596.35
Less: Transfer to Reserve Fund 4917 94 -
Add: Balance brought
forward from previous 8360621.84 8381218 19
year ''
Balance carried to Balance Sheet 8380293.61 8360621.84
2. DIVIDEND
In view of marginal profit earned by the Company, the Directors have
decided not to recommend any dividend for the year.
3. DIRECTORS
Mr. Ravi Agarwal retires by rotation and being eligible, offers himself
for reappointment.
4. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
i) That in the preparation of the accounts for the financial year ended
31st March,2010 the applicable accounting standards have been followed
dong with proper explanation relating to material. departures,
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit of the company for the year under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act,1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
iv) That the Director have prepared the annual accounts for the
financial year ended 31st March 2010 on a going concern basis.
5. AUDITORS
Agarwal S.Kumar & Associates chartered Accountants hold the office
still the conclusion of this Annual General Meeting and being eligible
offer themselves for re-appointment your directors recommend their
reappointment.
6. LISTING OF EQUITY SHARES
The Equity Shares of the company are listed on The Calcutta Association
Ltd.
7. DEMATERIALIZATION OF SHARES OF YOUR COMPANY
The company had entered into an arrangement with national Depository
Limited and control Depository services (India) Limited and part off''s
equity shares have been denationalized.
8. EMPLOYEES
None of the employees were in the category of the limits specified
under section 217(2 A) of the Companies Act, 1956.
9. DEPOSITS
Your company has not accepted any deposits under section 58A of The
Companies Act 1956, from the public or its stakeholders in the last
fiscal as a Non Banking Financial Company.
10. STATUTORY INFORMATION
The Company being basically in the financial sector, requirement
regarding the tour of particulars of conservation of energy and
technology absorphon prescribed by the rules is not applicable.
11. AUDIT COMMITTEE
The Company pursuant to Companies Amendment Act 2000 has constituted an
Audit Committee u/s 292A of the Companies Act 2000. The Analysis of the
commute as been given elsewhere under the report of Corporate
Governance.
12. EMPLOYER EMPLOYEE RELATIONSHIP
The company maintained a cordial relationship with its employees, which
resulted in smooth flow of business operations during the period under
review.
13. FOREIGN EXCHANGE
The Company had no foreign exchange outflow or inflow during the year
under review.
acknowledgements
Your Directors acknowledge the support and owe a debt of gratitude to
the Shareholders Investors & Bankers. Your Directors are also thankful
to its clients for their continued faith and support reposed in us.
Last but not the least, your directors place on record their sense of
appreciation of the valuable contribution made by the employees of the
Company.
On Behalf of the Board
Dated: 22 Day of August 2010
Place: Kolkata
Chairman
Mar 31, 2009
Dear Shareholders
The Directors have pleasure in presenting the Twenty-seventh Annual
Report of the Company together with the Audited Accounts for the year
ended 31st March 2009.
1. FINANCIAL HIGHLIGHTS
The working result of the Company for the year-ended stand as under.
(Rs.) (Rs.)
Year ended Year ended
Particulars 31.03.2009 31.03.2008
Profit/(Loss) before Taxation 35586.71 13468.65
Less: Provision for Taxation 10997.00 17888.00
Less: Provision for Fringe
Benefit Taxation - 1000.00
Less: Provision for Deferred Taxation - 15177.00
Profit/(Loss) after Taxation 24589,71 (20596.35)
Less: Transfer to Reserve Fund 4917.94 -
Add: Balance brought
forward from previous 8360621.84 8381218.19
Balance carried to Balance 8380293.61 8360621.84
2. DIVIDEND
In view of marginal profit earned by the Company, the Directors have
decided not t recommend any dividend for the year.
3. DIRECTOR
Mr. Praveen Murarka retires by rotation and being eligible, offers
himself reappointment.
4. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2 A A) of the Companies
Act. 1956. with respect to Directors Responsibility Statement, it is
hereby confirmed.
i) That in the preparation of the accounts for the financial year ended
31st March, 2009, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) That the Directors'' have prepared the annual accounts for the
financial year ended 31st March 2009 on a going concern basis.
5. AUDITORS
Agrawal S. Kumar & Associates, Chartered Accountants, hold the office
till the conclusion of this Annual General Meeting and being eligible,
offer themselves for re- appointment. Your directors recommend their
reappointment.
6. LISTING OF EQUITY SHARES
The Equity Shares of the company are listed on The Calcutta Stock
Exchange Association Ltd.
7. DEMATERIALIZATION OF SHARES OF YOUR COMPANY
The company had entered into an arrangement with National Depository
Limited and Central Depository- Services (India) Limited for
dematerialization of its equity shares and part of its equity shares
have been dematerialized.
8. EMPLOYEES
None of the employees were in the category of the limits specified
under section 217(2A) of the Companies Act, 1956.
9. DEPOSITS
Your company has not accepted any deposits under section 58 A of The
Companies Act, 1956, from the public or its stakeholders in the last
fiscal as a Non Banking Financial Company.
1O. STATUTORY INFORMATION _
The Company being basically in the financial sector, requirement
regarding the disclosures of particulars of conservation of energy and
technology absorption prescribed by the rules is not applicable. .
11. AUDIT COMMITTEE
The Company pursuant to Companies Amendment Act 2000 has constituted an
Audit Committee u/s 292A of the Companies Act 2000. The Analysis of the
Committee has been given elsewhere under the report of Corporate
Governance.
12. EMPLOYER EMPLOYEE RELATIONSHIP |
The company maintained a cordial relationship with its employees, which
resulted in smooth flow of business operations during the period under
review.
14. ACKNOWLEDGEMENTS
Your Directors acknowledge the support and owe a debt of gratitude to
the Shareholders, Investors & Bankers. Your Directors are also thankful
to its clients for their continued faith and support reposed in us.
Last but not the least, your directors'' place on record their sense
of appreciation of the valuable contribution made by the employees of
the Company.
Dated: 22nd Day of August 2009 On Behalf of the Board
Place: Kolkata
Chairman
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