Your Directors are pleased to present the Twenty Third Annual Report on the businessand operations of your Company together with the audited financial statements and accountsfor the year ended 31 March 2015.
The following table gives the financial highlights of your company on a standalone andconsolidated basis for the financial year 2014-15:
(Rs in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||2014-15 ||2013-14 ||2014-15 ||2013-14 |
| ||4938.19 ||3567.13 ||6212.65 ||4633.34 |
|Gross Gross income income || || || || |
|Profit before depreciation & Exceptional Items ||1120.63 ||726.16 ||1758.70 ||1086.60 |
|Depreciation ||107.20 ||107.10 ||124.01 ||118.87 |
|Exceptional Items ||0.00 ||286.51 ||37.00 ||480.43 |
|Profit before tax ||1013.43 ||332.55 ||1597.68 ||487.30 |
|Provision for taxation ||306.53 ||81.28 ||489.48 ||127.02 |
|Net profit after taxation ||706.90 ||251.26 ||1108.20 ||360.27 |
|Balance of profit and loss a/c (b/f) ||117.07 ||98.52 ||380.76 ||385.97 |
|Profit available for appropriation ||823.98 ||349.78 ||1489.11 ||755.03 |
|Appropriations: || || || || |
|Transfer to general reserve ||400.00 ||50.00 ||725.00 ||185.00 |
|Transfer to statutory reserve ||Nil ||Nil ||16.26 ||6.56 |
|Dividend (inclusive of dividend tax) ||187.39 ||182.71 ||187.39 ||182.71 |
|Balance carried to balance sheet ||236.58 ||117.07 ||560.46 ||380.76 |
Review of Operations
During the year under review the company has posted gross income of Rs4938.19 lacs(previous year Rs 3567.13) on a standalone basis and a net profit after tax for the year2014-15 of Rs706.90 lacs compared to Rs251.26 Lacs in the previous year. On aconsolidated basis during the year under review the company has posted gross income ofRs6212.65 lacs (previous year Rs 4633.34). The consolidated net profit during the sameperiod stands at Rs1108.20 lacs compared to Rs360.27 lacs in the previous year. Adetailed note on the Companys operational and financial performance is given inManagement Discussion and Analysis (MDA) Report which is annexed to the DirectorsReport. The MDA report has been prepared in compliance with the terms of Clause 49 of theListing Agreement with the BSE Ltd.
Your Directors recommended a dividend of Rs0.75 per share i.e. 15 per cent (previousyear also 15 per cent) on 20822560 equity shares to be appropriated from the profits ofthe year 2014-2015 subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting (AGM).
Transfer to General Reserves
The Company proposes to transfer Rs400.00 lacs to the general reserves out of theamount available for appropriations and an amount of Rs236.58 lacs is proposed to beretained in the Profit and Loss Account.
The Company did not accept any public deposits during the year under review.
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 ofCorporate Affairs Government of India the Balance Sheet Statement of Profit & LossA/c. and other documents of the subsidiary companies are not being attached with theBalance Sheet of the Company. However the financial information of the subsidiarycompanies is disclosed in the Annual Report in compliance with the said circular. TheCompany will provide a copy of separate annual accounts in respect of each of itssubsidiary to any shareholder of the Company who asks for it and the said annual accountswill also be kept open for inspection at the registered office of the Company and that ofthe respective subsidiary companies.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Ashok Kumar Jain who is due to retire byrotation at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The company has received declarations from all the Independent Directorsof the company confirming that they meet the criteria of Independence as prescribed bothunder 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 year2014-15 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 Section186 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. TheWhistle 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 toremuneration of directors key managerial personnel and senior management of the company.This policy also lays down criteria for selection and appointment of Board members. Thedetails 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 relevantamounts which remained unpaid or unclaimed for a period of seven years have beentransferred 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 Rule8(3)A and B of the Companies (Accounts) Rules 2014 concerning conservation of energy andtechnology absorption respectively are not applicable to the Company. However as per Rule8(3)C details regarding foreign exchange inflow and outflow shall be reffered asmentioned 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 withRule 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 31 March 2015 isgiven in the separate "Annexure C " of this Report.
The above annexure is not being sent along with this Report to the members of theCompany in line with the provisions of Section 136 of the Companies Act 2013. Members whoare interested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby the Members at the Registered Office of the Company 21 days before the 23 AnnualGeneral Meeting and upto the date of the ensuing Annual General Meeting during businesshours on working days.
Director's Responsibility Statement
In pursuance of Section 134(3) (c) read with section 134(5) of the Companies Act 2013the Directors 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 March31 2015 followed the applicable accounting standards along with proper explanationsrelating to material departures if any.
(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs as at 31 March 2015 and of the profit or loss of theCompany for the year ended on that date.
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(iv) The Directors have prepared the annual accounts for the financial year ended 31March 2015 on a going concern basis.
(v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and (vi) There is a proper system to ensure compliance with the provisions ofall 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 companybearing firm registration no. 007028C retire at the ensuing AGM and being eligible offerthemselves for re-appointment. As required under the provisions of section 139 of theCompanies Act 2013 the Company has obtained written confirmation from the M/s AroraBanthia & Tulsiyan that their re-appointment if made would be in conformity with thelimits specified in the said Section.
The notes to the accounts referred to in the Auditors Report are self-explanatoryand 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 49of the Listing Agreement for the year under review is given as a separate statement in theAnnual Report.
Your directors reaffirm that the Company has complied with the corporate governancenorms as stipulated under the provisions of the listing agreement entered into with thestock exchanges and prescribed by the Securities and Exchange Board of India (SEBI).
A Certificate from practicing company secretary confirming compliance to the corporategovernance requirements by the Company is attached to this report. A detailed report oncorporate governance as stipulated in clause 49 of the listing agreement is included inthe Annual Report.
Extract of Annual Return
The details forming part of the extract of the Annual return in form MGT-9 is annexedherewith as Annexure A.
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 hasappointed M/s Ajit Jain & Co. practicing company secretary to undertake thesecretarial audit of the company. The Secretarial Audit Report is annexed herewithAnnexure B.
Related Party Transactions
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with the promoterskey managerial personnel or other designated persons which may have potential conflictwith interest of the company at large and hence enlosing of form AOC-2 is not requiredsuitable 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 viewto regulate trading in securities by the Directors and designated employees of thecompany. The code requires pre-clearance for dealing in the companys shares andprohibits the purchase or sales of company shares by the Directors and designatedemployees by in possession of unpublished price sensitive information in relation to thecompany and during the period when the trading window is closed. The compliance officer isresponsible for implementation of the code. All Board of Directors and designatedemployees have confirmed compliances with the code.
Consolidated Financial Statements
In accordance with the accounting standard AS-21 the consolidated financial statementsare furnished herewith and form part of this report accounts. These statements have beenprepared on the basis of audited financial statements received from the subsidiarycompanies as approved by their Board of Directors.
Your directors state that no disclosure or reporting is required in respect of thefollowing 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 orotherwise.
Issue of shares (including sweat equity shares) to employees of the companyunder any scheme.
Neither the Managing Director nor Whole Time Director of the company receivedany remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the regulators or courts ortribunals which impact the going concern status any companys operation in future.
Your Director further state that as required by the sexual harassment of women atworkplace (Prevention Prohibition & Redressal) Act 2013. The Company has formulatedand implemented a policy on prevention of sexual harassment at workplace with a mechanismof lodging complaints. During the year under review no complaints were reported to theBoard.
Your directors take this opportunity to thank the customers shareholders financialinstitutions stock exchanges SEBI Reserve Bank of India National Securities DepositoryLimited Central Depository Services Limited and other government and regulatory agenciesfor their consistent support and encouragement to the Company.
We also place on record our sincere appreciation to all the members of Arihant familyincluding our employees and authorized persons for their hard work support andcommitment. Their dedication and competence has made these results achievable.
| ||For and on behalf of the Board of Directors |
|Place: Indore ||Ashok Kumar Jain |
|Dated: 29 May 2015 ||(Chairman) |