To the Members
Your Directors have pleasure in presenting the 33rd Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312015.
(Rs in Lac)
|Financial Results ||Year Ended ||Year Ended |
| ||31.03.2015 ||31.03.2014 |
|Revenue / Income for the Year ||4435.02 ||4084.62 |
|Profit before Tax & Extraordinary Items ||90.59 ||97.53 |
|Less : Provision for Taxation ||28.22 ||32.13 |
|Profit after Tax ||62.37 ||65.40 |
|Add : Profit brought forward from Previous Year ||79.48 ||14.08 |
|Less : Fund Transferred to General Reserves ||0.00 ||0.00 |
|Less : Payment of Interim Dividend in Q-I ||36.24 ||0.00 |
|Balance carried forward ||105.61 ||79.48 |
OVERVIEW OF ECONOMY
Indian economy has weathered many challenges successfully in recent times and iscurrently placed on a cyclical upturn on the back of strong policies and a whiff of newoptimism. In the recent past the economy faced testing times with issues like lowergrowth high levels of inflation and widening current account deficit; escalated by anunsupportive external environment. Growth is back with its desirable concomitants of mildinflation and manageable current account balance with stable rupee and rising foreignexchange reserves signaling improvements in macro-economic stability. the growth rate ofthe economy measured by the growth in GDP at constant (2011-12) market prices improvedfrom 5.1 per cent in 2012-13 to 6.9 per cent in 2013-14 and is projected to clock 7.4 percent in 2014-15 according to the Advance Estimates released by the Central StatisticsOffice. India is one of the very few countries for which IMF and World Bank have raisedtheir growth assessment. the ongoing revival is remarkable against the fact that ithappened despite a highly tentative global economic conditions and a below-par domesticagricultural season.
The year 2014-15 has witnessed key policy reforms aimed at aiding growth revival andsurmounting the structural constraints in the economy. the policy action has combined theneeds of short term economic management with focus on taming inflation and external sectorimbalances with a medium to long-term vision for transformation and developmentmanifested in significant reforms aimed at rationalizing administered pricing policies inpetroleum and natural gas stirring infrastructure development and de-bottlenecking theeconomy with initiatives to unshackle land acquisition for development (along withrehabilitation requirements therein) and to ensure adequate availability of key inputslike coal and power. the growth agenda of the Government has been tethered to the revivalof manufacturing unleashed in the "Make in India" initiative accompanied byliberalization of foreign direct investment a large array of investment facilitationmeasures and steps to improve saving.
OVERALL PERFORMANCE & OUTLOOK
The performance of the Company during the year was almost in line in comparison toprevious financial year. Revenue has been grown marginally but Gross Profit has beenreduced marginally.
Gross Revenue from Operations remained at Rs 4435.02 Lac in comparison to lastyears figure of Rs 4048.62 Lac. In term of Net Profit the same was of Rs 62.37 Lacin comparison to last years net Profit of Rs 65.40 Lac. In term of segment resultsthe Company has earned profit of Rs 169.04 Lac from its treasury operations but hassuffered loss of Rs 36.81 Lac from textile business loss of Rs 4.25 Lac from Sharespeculative transactions and loss of Rs 37.39 Lac from other activities.
The outlook for the current year seems to be challenging mainly due to steepcompetition increase in price of trading material and sluggish consumer demand due tohigher rate of inflation etc. However your Company believes to overcome these challengesand will register growth.
DIVIDEND AND RESERVES
To conserve resources for future and to meet its business requirements Directors donot recommends any Dividend for the year under review.
During the year under review no amount was transferred to General Reserve.
The paid up Equity Share Capital as on March 31 2015 was Rs 3.624 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2015 none of the Directors and/orKey Managerial Person of the Company hold instruments convertible in to Equity Shares ofthe Company. Further Mr. Deepak S. Bansal Managing Director of the Company is holding25000 Equity Shares or 0.07% of Paid-up Capital in his name.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. thefinancial statements have been prepared on historical cost basis. the estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Companys state of affairs profits/(loss) and cash flows for the yearended 31st March 2015.
The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinarycourse of business and on an arms length pricing basis and do not attract theprovisions of Section 188 of the Companies Act 2013 thus disclosure in form AOC-2 is notrequired. There were no materially significant transactions with related parties duringthe financial year which were in conflict with the interest of the Company. Suitabledisclosure as required by the Accounting Standards (AS18) has been made in the notes tothe Financial Statements. the policy on Related Party Transactions as approved by theBoard is uploaded on the Companys website.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement the Management Discussion and Analysisis annexed and forms part of the Directors Report.
There was no change in Management of the Company during the year under review.
During the year Mr. Alok Kr. Behera Managing Director has resigned from the Boardw.e.f. 10th December 2014 due to his personal commitments and in his place Mr.Deepak S. Bansal Executive Director has been appointed as Managing Director. YourDirectors wish to place on record his appreciation for the guidance and inputs provided byall above Directors during their tenure as Directors of your Company.. Further none ofthe Directors of the Company are disqualified under sub-section (2) of Section 164 of theCompanies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Boards Report.Further Section 152 of the Act provides that the Independent Directors shall not be liableto retire by rotation in the Annual General Meeting (AGM) of the Company.
As per Revised Clause 49 of the Listing Agreement (applicable from October 1 2014)any person who has already served as Independent Director for five years or more in acompany as on October 1 2014 shall be eligible for appointment on completion of thepresent term for one more term of up to 5 (five) years only.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. Mr. Alok Kr. Behera ||Managing Director ||- ||10th Dec 2014 |
|2. Mr. Vijay Achari ||CFO ||30th Sept 2014 ||24th March 2015 |
|3. Ms. Priya M. Pareek ||CFO ||25th March 2015 ||- |
|4. Mr. Pratik Pujara ||Company Secretary ||- ||5th March 2015 |
|5. Mr. Nitin Vinayak Kore ||Company Secretary ||5th March 2015 ||- |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors confirms that:
1. In the preparation of the annual accounts for the year ended 31st March 2015 allthe applicable accounting standards specified under Section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014 have been followed;
2. The Directors had adopted such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; and
4. The Directors had prepared the annual accounts on a going concern basis.
5. Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
6. Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
Your Company believes that in addition to progressive thought it is imperative toinvest in information and technology to ascertain future exposure and prepare forchallenges. In its endeavor to obtain and deliver the best your Company has entered intoalliances/tie-ups with an IT solution Company to harness and tap the latest and the bestof technology in the world and deploy/absorb technology wherever feasible relevant andappropriate.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Business Risk Management Committee. the details of Committee and its termsof reference are set out in the Corporate Governance Report forming part of theBoards Report.
The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. is framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Companys competitiveadvantage. the business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting. the framework hasdifferent risk models which help in identifying risks trend exposure and potential impactanalysis at a Company level as also separately for business segments viz. Finance andCapital Market activities.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. the scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As required under Rule 7 of the Companies (Meetings of Board and its Powers) Rules2014 the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to dealwith instance of fraud and mismanagement if any. the detail of the FRM Policy isexplained in the Corporate Governance Report.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
The Auditors M/s Maheshwari and Co. (FRN 105834W) Chartered Accountants Mumbai whoare Statutory Auditors of the Company and holds the office until the conclusion of ensuingAnnual General Meeting and are recommended for re-appointment to audit the accounts of theCompany from the conclusion of the 39th Annual General Meeting up to theconclusion of the 43rd consecutive Annual General Meeting (subject toratification by the members at every subsequent AGM). As required under the provisions ofSection 139 & 142 of the Companies Act 2013 the Company has obtained writtenconfirmation from M/s. Maheshwari and Co. Chartered Accountants Mumbai; that theirappointment if made would be in conformity with the limits specified in the saidSection.
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 G. S. Bhide & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. the Report of the Secretarial Audit Reportis annexed elsewhere in this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 is annexed elsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
PARTICULARS UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT 2013
Since the Company is into the Business of Financing and Investing activities in Sharesand Securities; the information regarding conservation of energy Technology AbsorptionAdoption and innovation under section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.
During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged in the CompaniesAct 2013 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant toClause 49 of the Listing Agreement a Report on the Corporate Governance and the AuditorsCertificate on Corporate Governance are annexed to this report.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Companys valuedcustomers bankers vendors and members for their continued support and confidence in theCompany.
By order of the Board For
Arihant Multi Commercial Limited
Deepak S. Bansal
(DIN : 03578201)
Mumbai May 28 2015
Management Discussions & Analysis
MACRO ECONOMIC ENVIRONMENT
The Indian economy is reviving helped by positive policy actions that have improvedconfidence and by lower global oil prices says the IMF in its annual assessment of theIndian economy. To continue on this trend India needs to revitalize the investment cycleand accelerate structural reforms says the report. the Indian economy is the bright spotin the global landscape becoming one of the fastest-growing big emerging market economiesin the world.
"Growth numbers are now much higher and the current account deficit iscomfortable in part due to the fall in gold imports and lower oil prices" said PaulCashin IMF Mission Chief for India. "New investment project announcements havestarted to pick up particularly in the power and transport sectors." He also notedthat bolstering financial sector health and further financial inclusion would supportgrowth going forward.
Indias economic profile recently got a lift as the country improved the way itmeasures economic output. ( the IMF staff report however was prepared before the releaseof these new growth numbers.) the revised national accounts series incorporates numerousconceptual and methodological improvements that make them more consistent withinternational best practices.
Based on revised GDP the IMF forecasts growth will strengthen to 7.2 percent in2014/15 and rise to 7.5 percent in 2015/16 driven by stronger investment followingimprovements to the business climate. " the revised growth figures support our viewthat economic recovery in India is under way albeit pointing to a somewhat faster pacethan we and others previously believed" Cashin says. " These GDP revisionsportray a more resilient performance of the services and manufacturing sectors of theeconomy." But while public and private consumption look stronger he addedinvestment activity continues to be held back by structural and supply-side constraints.
The IMF will continue to examine the improved GDP methodology and its implications forits growth forecasts and further details on the compilation methodology will enable adeeper understanding of Indias near-term and medium-term growth.
REVIEW OF OPERATIONS
Gross Revenue from Operations remained at Rs 4435.02 Lac in comparison to lastyears figure of Rs 4048.62 Lac.
In term of Net Profit the same was of Rs 62.37 Lac in comparison to last yearsnet Profit of Rs 65.40 Lac. In term of segment results the Company has earned profit ofRs 169.04 Lac from its treasury operations but has suffered loss of Rs 36.81 Lac fromtextile business loss of Rs 4.25 Lac from Share transactions and loss of Rs 37.39 Lacfrom other activities.
During the year the Company was operating into following Business Segments -
Trading of Textile goods
Trading in Electrical goods
Finance & Investments
However the Company has decided to discontinue its trading activities in electricalgoods due to high rate of competition and lack of ample demand.
The Indian textiles industry currently estimated at around US $108 billion isexpected to reach US $ 141 billion by 2021. the industry is the second largest employerafter agriculture providing direct employment to over 45 million and 60 million peopleindirectly. the Indian Textile Industry contributes approximately 5 per cent to GDP and14 per cent to overall Index of Industrial Production (IIP).
The textiles sector has witnessed a spurt in investment during the last five years. theindustry (including dyed and printed) attracted foreign direct investment (FDI) worth US$1522.51 million during April 2000 to December 2014. Indian government has also come upwith a number of export promotion policies for the textiles sector. It has also allowed100 per cent FDI in the Indian textiles sector under the automatic route. the future forthe Indian textile industry looks promising buoyed by both strong domestic consumption aswell as export demand. With consumerism and disposable income on the rise the retailsector has experienced a rapid growth in the past decade with the entry of severalinternational players like Marks & Spencer Guess and Next into the Indian market. theorganised apparel segment is expected to grow at a compound annual growth rate (CAGR) ofmore than 13 per cent over a 10-year period.
Finance & Investments
NBFCs growth had been constrained due to lack of adequate capital. Going forwardwe believe capital infusion and leverage thereupon would catapult NBFCs growth insize and scale. A number of NBFCs have been issuing non-convertible debentures (NCDs) inorder to increase their balance sheet liquidity. Also to address this purpose especiallyin the infrastructure financing space a new category of NBFCs was formed calledInfrastructure financing companies (IFCs). NBFCs are not required to maintain cash reserveratio (CRR) and statutory liquid ratio (SLR). Priority sector lending norm of 40% (oftotal advances) is also not applicable for them. While this is to their advantage they donot have access to low-cost demand deposits. As a result their cost of funds is alwayshigh resulting in thinner interest spread. On the other front Indian stock market turnedout to be among the worlds best performers in 2014 with the Bombay Stock Exchange(BSE) Sensex rising 29% from 21140 on January 1 to 27312 on December 19. Most marketplayers believe this stellar run will continue in 2015 on the back of reforms strongforeign fund inflows revival of manufacturing improvement in the macro-economicsituation and rise in corporate earnings growth.
Despite the sharp rise the valuation of the Indian stock market is still attractive.Yogesh Nagaonkar vice-president Institutional Equities Bonanza Portfolio says Indianstocks are an attractive investment if the persons horizon is three-five years. Onereason is that the return on equity of BSE 200 companies is bottoming out. "Revivalof growth of Indian companies which were facing tough times for the past five years isstill at a nascent stage. Nifty 50 companies can see 16-17% earnings growth in the nextone year. is may rise to 19-20% two years from now" he says.
THREATS & CONCERNS
The Textile sector needs a long term road-map for sustainable growth and increasingcompetitiveness across each node of the textile value chain. National Textiles Policyshould provide such a roadmap and stable policy framework for the sector.
India has 22% of worlds spindle capacity and is the No. 2 textile maker in theworld. Further it has 61% worlds loom capacities (including handlooms). the strategyshould be to exploit our strengths and increase exports in new markets such as LatinAmerican countries Eastern European Countries Middle East. With Chinas Textile andGarment export growth rate projected to slow down in the next 10 years due to rising costof production and increasing domestic demand the export space that would be ceded byChina would be open for other Asian countries including India to grab. It is a necessityto have an integrated policy since as a country we need to move forward with higher valueaddition in exports. We are quite a geographically diverse country with different skillsets developed in each cluster. We have about 113 clusters each one of thembrilliant in a few product groups.
The industry could not achieve the envisaged growth rate during the last few yearsmainly due to various policies relating to cotton cotton yarn export incentives etc.There is a need for an integrated textile policy to support the domestic textiles andclothing industry to make it globally competitive by easing the regulatory burdenremoving infrastructural bottlenecks providing adequate raw materials and supportingexports.
Rising NPA are big concerns for financing business in India and that needs to beaddressed by the Indian Government. Other challenges are the cha In regard to the Capitalmarket in recent past the Indian stock market as reflected by the S&P BSE Sensexhas fallen by at least 2100 points or 7.1% from its highs and is adjusting to the realityof subdued earnings. Company results for the January-March 2015 quarter so far have notbeen encouraging though analysts expect things to improve by the second half of thecurrent financial year. the street expects earnings to get better with the improvement inbusiness environment and pick-up in economic activity. Put differently in the mediumterm market movement will largely depend on the pace of expansion in the economy whichto a large extent will be determined by government action and implementation of ideassuch as increasing capital expenditure.
High degree of volatility lack of participation by retail investors and range boundzone for NIFTY and SENSEX at the most of the times; are additional risk which can be acause of concerns for the Company.
The Company recognizes that its success is deeply embedded in the success of its humancapital. During 2014-2015 the Company continued to strengthen its HR processes in linewith its objective of creating an inspired workforce. the employee engagement initiativesincluded placing greater emphasis on learning and development launching leadershipdevelopment programme introducing internal communication providing opportunities tostaff to seek inspirational roles through internal job postings streamlining thePerformance Management System making the compensation structure more competitive andstreamlining the performance-link rewards and incentives.
CORPORATE SUSTAINABILITY AND SOCIAL RESPONSIBILITY
The Company constantly strives to meet and exceed expectations in terms of the qualityof its business and services. the Company commits itself to ethical and sustainableoperation and development of all business activities according to responsible care and itsown code of conduct. Corporate Social Responsibility is an integral part of theCompanys philosophy and participates in activities in the area of education andhealth.
Certain statements under "Management Discussion & Analysis" describingthe Companys objectives projections estimates expectations or predictions may beforward looking statement within the meaning of applicable securities laws andregulations. Although the expectations are based on reasonable assumptions the actualresults could materially differ from those expressed or implied since the Companysoperations are influenced by many external and internal factors beyond the control of theCompany. the Company assumes no responsibility to publicly amend modify or revise anyforward looking statements on the basis of any subsequent developments information orevents.
The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. theCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Companys Board of Directors and the Companys CompliancePolicy. the Audit Committee of the Board reviews the performance of the ComplianceDepartment and the status of compliance with regulatory/internal guidelines on a periodicbasis.
New Instructions/Guidelines issued by the regulatory authorities were disseminatedacross the Company to ensure that the business and functional units operate within theboundaries set by regulators and that compliance risks are suitably monitored andmitigated in course of their activities and processes. New products and process launchedduring the year were subjected to scrutiny from the Compliance Standpoint and proposals offinancial services were screened from risk control prospective.
The Company has complied with all requirements of regulatory authorities. Nopenalties/strictures were imposed on the Company by stock exchanges or SEBI or anystatutory authority on any matter related to capital market during the last three years.
By order of the Board For
Arihant Multi Commercial Limited
Deepak S. Bansal
(DIN : 03578201)
Mumbai May 28 2015
SECRETARIAL AUDIT REPORT
FORM NO. MR-3
FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014] the Members ArihantMulti Commercial Limited We have conducted the secretarial audit of the compliance ofapplicable statutory provisions and the adherence to good corporate practices by ArihantMulti Commercial Limited (hereinafter called the Company). Secretarial Audit was conductedin a manner that provided to us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.
Based on my verification of Arihant Multi Commercial Limiteds books papersminute books forms and returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the Company has during the audit period covering the financial year ended March31 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter. We have examined the books papersminute books forms and returns filed and other records maintained by the Company for thefinancial year ended on March 31 2015 according to the provisions of:
1. The Companies Act 2013 (the Act) and the rules made there under;
2. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
3. The Depositories Act 1996 and the Regulations and bye-laws framed there under;
4. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder;
5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2013;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; We have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards issued by the Institute of Company Secretaries of India.
b) The Listing Agreements entered into by the Company with BSE Limited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non Executive Directors and Independent Directors.the changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period there were no instances of: a) Public /Rights / Preferential issue of shares / debentures / sweat equity. b) Redemption /buy-back of securities. c) Major decisions taken by the Members in pursuance to Section180 of the Companies Act 2013. d) Merger / amalgamation / reconstruction etc. e) Foreigntechnical collaborations.
For G. S. Bhide & Associates
Gayatri S. Bhide
C. P. No. 11816
Place : Mumbai
Date : May 28 2015
EXTRACT OF ANNUAL RETURN
As on the financial year ended 31.03.2015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]
FORM NO. MGT - 9
I. Registration & Other Details
|CIN ||L51909MH1982PLC028972 |
|Registration Date ||24/12/1982 |
|Name of the Company ||Arihant Multi Commercial Limited |
|Category / Sub-Category of the Company ||Category : Company having Share Capital |
| ||Sub-Category : Indian Non-Government Company |
|Address of the Registered Office and contact details ||F/3 C-Wing 1st Floor Shah Arcade 1 |
| ||Rani Sati Marg Malad (E) Mumbai-400 097 |
| ||Tele: +91 22 28822184 Fax : +91 22 28822183 |
|Whether listed company ||Listed Company |
|Name address and contact details of Registrar and Transfer Agent if any ||Purva Sharegistry (India) Pvt. Ltd. |
| ||No. 9 Shiv Shakti Ind. Estate Gr. Floor J. R. |
| ||Boricha Marg Lower Parel Mumbai-400 011 |
| ||Tel : +91 22 2301 8261 / 0771 |
II. Principal Business Activities of the Company
All the Business Activities contributing 10% or more of the total turnover of theCompany shall be stated:
|Name and Description of main Businesses ||NIC Code of Business ||% of Total Turnover of the Company |
|Trading in Textile Products ||46101 ||95.73 |
|Trading in Electrical Goods ||46593 ||0.15 |
|Financing & Trading / Investment in Shares & Securities ||66110 ||4.21 |
III. Details of Subsidiary / Associate / Holding Companies
|Name & Address of Company ||CIN / GLN ||Holding / Subsidiary / Associate ||% of Shares Held ||Applicable Section |
|Not Any ||Not Applicable ||Not Applicable ||Not Applicable ||Not Applicable |
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as % of Total Equity)
| ||Category wise Shareholding |
|Category of Shareholders ||No. of Shares held at the beginning of the year ||No. of Shares held at the end of the year ||% Change during the year |
| ||Demat ||Physical ||Total ||% of Total Shares ||Demat ||Physical ||Total ||% of Total Shares || |
|A. Promoters || || || || || || || || || |
|(1) Indian || || || || || || || || || |
|a) Individual / HUF ||25000 ||- ||25000 ||0.07 ||25000 ||- ||25000 ||0.07 || |
|b) Central Govt. (s) ||- ||- ||- ||- ||- ||- ||- ||- || |
|c) State Govt. (s) ||- ||- ||- ||- ||- ||- ||- ||- || |
|d) Bodies Corporate ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|e) Banks / FIs ||- ||- ||- ||- ||- ||- ||- ||- || |
|f) Any Other
.. ||- ||- ||- ||- ||- ||- ||- ||- || |
|Sub Total A(1) ||25000 ||- ||25000 ||0.07 ||25000 ||- ||25000 ||0.07 ||- |
|(2) Foreign || || || || || || || || || |
|a) NRIs - Individuals ||- ||- ||- ||- ||- ||- ||- ||- || |
|b) Other Individuals ||- ||- ||- ||- ||- ||- ||- ||- || |
|c) Bodies Corporate ||- ||- ||- ||- ||- ||- ||- ||- || |
|d) Banks / FIs ||- ||- ||- ||- ||- ||- ||- ||- || |
|e) Any Other
||- ||- ||- ||- ||- ||- ||- ||- || |
|Sub Total A(2) || || || || || || || || || |
|Total Shareholding of Promoters (A1) + (A2) ||25000 ||- ||25000 ||0.07 ||25000 ||- ||25000 ||0.07 ||- |
|B. Public Shareholding || || || || || || || || || |
|(1) Institutions ||- ||- ||- ||- ||- ||- ||- ||- || |
|a) Mutual Funds / UTI ||- ||- ||- ||- ||- ||- ||- ||- || |
|b) Banks / FI ||- ||- ||- ||- ||- ||- ||- ||- || |
|c) Central Govt. (s) ||- ||- ||- ||- ||- ||- ||- ||- || |
|d) State Govt. (s) ||- ||- ||- ||- ||- ||- ||- ||- || |
|e) Venture Capital Funds ||- ||- ||- ||- ||- ||- ||- ||- || |
|f) Insurance Companies ||- ||- ||- ||- ||- ||- ||- ||- || |
|g) FIIs ||- ||- ||- ||- ||- ||- ||- ||- || |
|h) Foreign Venture Capital Funds ||- ||- ||- ||- ||- ||- ||- ||- || |
| || || || || || || || || || |
|i) Others (Specify) ||- ||- ||- ||- ||- ||- ||- ||- || |
|Sub Total B(1) ||- ||- ||- ||- ||- ||- ||- ||- || |
|(2) Non-Institutions || || || || || || || || || |
|a) Bodies Corporate || || || || || || || || || |
|i. Indians ||6962553 ||51000 ||7013553 ||19.35 ||21430161 ||199154 ||21629315 ||59.68 ||40.33 |
|ii. Overseas ||- ||- ||- ||- ||- ||- ||- ||- || |
|b) Individuals || || || || || || || || || |
|i. Individual Shareholders holding nominal share capital up to Rs 1 lakh ||6878761 ||673750 ||7552511 ||20.84 ||5305755 ||125750 ||5431505 ||14.99 ||5.85 |
|ii. Individual Shareholders holding nominal share capital in excess of Rs 1 lakh ||17553480 ||1180000 ||18733480 ||51.69 ||7659442 ||- ||7659442 ||21.14 ||30.55 |
|c) Others (Specify) || || || || || || || || || |
|i. HUF ||2451074 ||- ||2451074 ||6.76 ||766143 ||- ||766143 ||2.11 ||4.65 |
|ii. Clearing Members ||264297 ||- ||264297 ||0.73 ||528510 ||- ||528510 ||1.46 ||0.73 |
|iii. NRI ||200085 ||- ||200085 ||0.55 ||200085 ||- ||200085 ||0.55 ||- |
|Sub Total B(2) ||34310250 ||1904750 ||36215000 ||99.93 ||35890096 ||324904 ||36215000 ||99.93 ||- |
|Total Public Shareholding B = B(1) + B(2) ||34310250 ||1904750 ||36215000 ||99.93 ||35890096 ||324904 ||36215000 ||99.93 ||- |
|C. Shares held by Custodian for GDRs & ADRs ||- ||- ||- ||- ||- ||- ||- ||- || |
|Grand Total (A+B+C) ||34335250 ||1904750 ||36240000 ||100.00 ||35915096 ||324904 ||36240000 ||100.00 ||- |
ii) Shareholding of Promoters
|Shareholders Name ||Shareholding at the beginning of the year ||Shareholding during and at the end of the year ||% change in shareholding during the year |
| ||No. of Shares ||% of total shares of the Company ||% of Shares Pledged / encumbered to total shares ||No. of Shares ||% of total shares of the Company ||% of Shares Pledged / encumbered to total shares || |
|Deepak S. Bansal ||25000 ||0.07 ||Nil ||25000 ||0.07 ||Nil ||- |
iii) Change in Promoters Shareholding (Please specify if there is no change)
|Particulars ||Shareholding at the beginning of the year ||Cumulative Shareholding during the year ||Date of Changes ||Reason for Changes |
| ||No. of Shares ||% of total shares of the Company ||No. of Shares ||% of total shares of the Company || || |
|At the beginning of the year ||25000 ||0.07 ||25000 ||0.07 ||Not Applicable ||Not Applicable |
|At the end of the Year ||25000 ||0.07 ||25000 ||0.07 ||Not Applicable ||Not Applicable |
iv) Shareholding of Top Ten Shareholders (Other than Directors Promoters and Holdersof GDRs & ADRs)
|For Each of the Top 10 Shareholders ||Shareholding at the beginning of the year ||Cumulative Shareholding during and at the end of the year |
| ||No. of Shares ||% of total shares of the Company ||No. of Shares ||% of total shares of the Company |
|Linus Holdings Ltd. ||871323 ||2.40% ||1801984 ||4.97% |
|Goodpoint Impex Private Limited ||851604 ||2.35% ||1383495 ||3.82% |
|Ridhi Vincom Private Limited ||482265 ||1.33% ||548965 ||1.51% |
|Dhanraksha Vincom Private Limited ||448618 ||1.24% ||514818 ||1.42% |
|Nipun Ishwardas akkar ||900000 ||2.48% ||900000 ||2.48% |
|Mangilal Sanjay Kr. Chhajer (HUF) ||400000 ||1.10% ||285500 ||0.78% |
|Divya Drishti Merchants Private Limited ||320524 ||0.88% ||467670 ||1.29% |
|Kee Cee Bee Fiscal Private Limited ||308601 ||0.85% ||499211 ||1.38% |
|Rachna Basant Agarwal ||300000 ||0.82% ||- ||- |
|Veena Nagraj ||300000 ||0.82% ||300000 ||0.82% |
v) Shareholding of Directors and Key Managerial Personnel
|For Each of Directors & KMP ||Shareholding at the beginning of the year ||Shareholding during the year and at the end of the year |
| ||No. of Shares ||% of total shares of the Company ||No. of Shares ||% of total shares of the Company |
|At the beginning of the year / at the end of the year ||25000 ||0.069% ||25000 ||0.069% |
|Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/transfer/bonus/ sweat equity etc): ||Not Applicable as there is no change in share holding during the year |
In Indebtedness of the Company including interest outstanding/accrued but not due forpayment
| ||Secured Loans Excluding deposits ||Unsecured Loans ||Deposits ||Total Indebtedness |
| || || || ||Rs Crore |
|Indebtedness at the beginning of the financial year ||Nil ||Nil ||Nil ||Nil |
|Change in Indebtedness during the financial year ||Nil ||Nil ||Nil ||Nil |
|Indebtedness at the end of the financial year ||Nil ||Nil ||Nil ||Nil |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
|Particulars of Remuneration ||Deepak S. Bansal (ED) ||Pratik Pujara (CS) ||Vijay Achari (CFO) ||Priya Pareek (Snr. Accounts Officer) |
|1. Gross Salary ||Rs 240000/- ||Rs 260673/- ||Rs 105000/- ||Rs 25230/- |
|2. Value of Perquisites ||Nil ||Nil ||Nil ||Nil |
|3. Stock Options ||Nil ||Nil ||Nil ||Nil |
|4. Sweat Equity ||Nil ||Nil ||Nil ||Nil |
|5. Commission ||Nil ||Nil ||Nil ||Nil |
|6. Others (Please specify) ||Nil ||Nil ||Nil ||Nil |
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:
|Type ||Section of the Companies Act ||Brief Description ||Details of Penalty / Punishment / Compounding fees imposed ||Authority [RD / NCLT / COURT] ||Appeal made if any (give details) |
|A. Company || || || || || |
|Penalty || || || || || |
|Punishment || || ||No Instance || || |
|Compounding || || || || || |
|B. Directors || || || || || |
|Penalty || || || || || |
|Punishment || || ||No Instance || || |
|Compounding || || || || || |
|C. Other Officers in Default || || || || || |
|Penalty || || || || || |
|Punishment || || ||No Instance || || |
|Compounding || || || || || |
Annexure to the Directors Report
In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) thereport containing the details of Corporate Governance systems and processes at the Companyfor the year ended 31st March 2015 is annexed herein below -
COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance for the Company means achieving high level of accountabilityefficiency responsibility and fairness in all areas of operation. Our Employees arecommitted towards the protection of the interest of the Stakeholders viz. Shareholderscreditors investors clients etc. Our policies consistently undergo improvements keepingin mind our goal i.e. maximization of value of all the stakeholders.
The goal is achieved through
* Infusion of best expertise in the Board;
* Consistent monitoring and improvement of the human and physical resources;
* Availability of Information to the members of the Board and Board Committees toenable them to discharge their fiduciary duties.
* Board/Committee meetings at regular intervals to keep the Board informed of therecent happenings.
The Corporate Governance Structure at Arihant Multi Commercial Limited is as under :-
1. Board of Directors : The Board is entrusted with the ultimateresponsibility of the management directions and performance of the Company. As itsprimary role is fiduciary in nature the Board provides leadership strategic guidanceobjective and independent view to the Companys management while discharging itsresponsibilities thus ensuring that the management adheres to ethics transparency anddisclosure.
2. Committees of the Board : The Board has constituted the followingcommittees viz. Audit Committee Nomination & Remuneration Committee andStakeholders Relationship Committee. Each of said Committee has been managed tooperate within a given framework.
BOARD OF DIRECTORS
Size & Composition of Directors
The Board has four members with an Executive Chairman. the Independent Directors on theBoard are competent and highly respected professionals from their respective fields andhave vast experience in general corporate management finance banking and other alliedfields which enable them to contribute effectively to the Company in their capacity asmembers of the Board. the day to day management of the Company is conducted by ManagingDirector subject to supervisions and control of the Board.
The composition and category of the Board of Directors as at March 31 2015 the numberof other Directorships/Committee memberships held by them and also the attendance of theDirectors at the Board meetings of the Company are as under:
|Name ||Designation ||DIN ||Date of Joining ||Committee Membership in other Listed Cos. ||Committee Chairman-ship in other Listed Cos. ||No. of Directorship in other Listed Cos. |
|Deepak S. Bansal ||Managing Director ||03578201 ||17th Jan 2014 ||Nil ||Nil ||1 |
|Ranjit Kr. Modi ||Independent Director ||00636877 ||12th April 2012 ||Nil ||1 ||1 |
|Mahesh H. Parihar ||Independent Director ||06782814 ||17th Jan 2014 ||Nil ||Nil ||Nil |
|Bharati Sharma ||Independent Director ||07136897 ||25th March 2015 ||Nil ||Nil ||Nil |
*Chairman of the Board
The Non-Executive Independent Directors fulfill the conditions of independence asspecified in Section 149 of Companies Act 2013 and Rules made there under and to meetwith requirements of Clause 49 of Listing Agreement entered into with Stock Exchange.Further none of the Independent Director is serving more than seven listed companies. theCompany has issued a letter of appointment to all the Independent Directors of theCompany.
Board Meetings are conducted in accordance with the Rules made under Companies Act2013 and as per requirements of Listing Agreement. the Board meets at regular intervals todiscuss and decide on business strategies/policies and review the financial performance ofthe Company. the Board Meetings are pre scheduled and a tentative annual calendar of theBoard is circulated to the Directors in advance to facilitate the Directors to plan theirschedules.
The Notice of each Board Meeting is given in writing and/or by email to each Director.the Agenda along with relevant notes and other material information are sent in advanceseparately to each Director and in exceptional cases tabled at the meeting. is ensurestimely and informed decisions by the Board. the Minutes of Board Meetings are alsocirculated in advance to all Directors and confirmed at subsequent Meetings. the Boardreviews the performance of the Company.
Post Meeting Mechanism
The important decisions taken at the Board / Board Committee meetings are communicatedto the concerned department/s and/or division.
Familiarization Programme for Directors
At the time of appointing Director a formal letter of appointment is given to him/herwhich inter alia explains the role function duties and responsibilities expected ofhim/her as a Director of the Company. the Director is also explained in detail theCompliance required from him/her under the Companies Act 2013 Clause 49 of ListingAgreement and other relevant regulations and afirmation taken with respect to the same.the Chairman & Managing Director also has one to one discussion with the newlyappointed Director to familiarize him/her with the Companys operations. Further theCompany has put in place a system to familiarize the Independent Directors about theCompany its services business and the ongoing events relating to the Company.
Further at the time of appointment of Independent Director the Company issues aformal letter of appointment outlining his/her role function duties and responsibilitiesas a Director. the format of the letter of appointment is available on Company website.
Details of Board Meetings
The Board of Directors met 11 times on 27th May 6th June 14thAugust 27th August 1st September 29th September 14thNovember and 10th December in year 2014 and on 13th February 5thMarch and 25th March in the year 2015 during the financial year 2014-2015.
Attendance of Board of Directors at the Board Meeting and at the last Annual GeneralMeeting :
|Name ||Designation ||Attendance at the AGM ||Meetings Attended |
|Deepak S. Bansal* ||Chairman & Managing Director ||Yes ||11 |
|Ranjit Kr. Modi ||Independent Director ||Yes ||11 |
|Mahesh H. Parihar ||Independent Director ||Yes ||11 |
|Bharati Sharma ||Independent Director ||N.A. ||Nil |
*Chairman of the Board
The Audit Committee consists of two Independent Directors & the Managing Director.All members of the Audit Committee are financially literate and they have accounting orrelated financial management expertise.
The Audit Committee acts as a link between the statutory and internal auditors and theBoard of Directors. Its purpose is to assist the Board in fulfilling its oversightresponsibilities of monitoring financial reporting processes reviewing the Companysestablished systems and processes for internal financial controls governance andreviewing the Companys statutory and internal audit activities. the Committee isgoverned by a Charter which is in line with the regulatory requirements mandated by theCompanies Act 2013 and Clause 49 of the Listing Agreement.
Powers of Audit Committee
The Audit Committee is having following powers -
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise if it considersnecessary.
Authority and Responsibilities
Following are the Role of Audit Committee
1. Oversight of the companys financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible.
2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.
4. Reviewing with the management the annual financial statements before submission tothe board for approval with particular reference to:
a. Matters required to be included in the Directors Responsibility Statement tobe included in the Boards report in terms of clause (c) of sub-section 3 of section134 of the Companies Act 2013;
b. Changes if any in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment bymanagement
d. Significant adjustments made in the financial statements arising out of auditfindings
e. Compliance with listing and other legal requirements relating to financialstatements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report.
5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;
6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;
7. Review and monitor the auditors independence and performance andeffectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with relatedparties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up thereon;
15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate; 20. Carrying out anyother function as is mentioned in the terms of reference of the Audit Committee.
Review of Information Audit Committee
In addition to the above Audit Committee reviews the following information :
i Management discussion and analysis of financial condition and results of operations;
ii Statement of significant related party transactions submitted by management;
iii Management letters / letters of internal control weaknesses issued by the statutoryauditors and qualification in draft audit report;
iv Internal audit reports relating to internal control weaknesses;
v the appointment removal and terms of remuneration of the Chief internal auditorshall be subject to review by the Audit Committee.
Meetings of Audit Committee
The members of Audit Committee met nine times on 27th May 6thJune 14th August 27th August 1st September 29thSeptember and 14th November in year 2014 and on 13th February and 25thMarch in the year 2015 during the financial year 2014-2015.
|Name ||Number of Meetings Held ||Meetings Attended |
|Mr. Deepak S. Bansal ||9 ||9 |
|Mr. Mahesh H. Parihar ||9 ||9 |
|Mr. Ranjit Kr. Modi* ||9 ||9 |
*Chairman of Committee
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of two Independent Directors &the Managing Director. All members of the Nomination and Remuneration Committee arefinancially literate and they have accounting or related financial management expertise.
Nomination and Remuneration Committee was constituted in the meeting of Board ofDirectors held on 27th May 2014.
Role of Nomination and Remuneration Committee
1. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to Boardtheir appointment and removal.
Details of Remuneration paid to Directors
The payment of salary to Directors during the year was as under
|Nameof D irector ||Designation ||GrossPayment |
|Mr. Deepak S. Bansal ||Managing Director ||Rs 240000/- |
|Mr. Mahesh Parihar ||Independent Director ||Rs 60000/- |
|Ms. Bharati Sharma ||Independent Director ||Rs 10000/- |
No Stock option has been allotted to any of the Directors during the financial year2014-2015. None of the Independent Directors holds any shares in their name or in the nameof their relatives.
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination and Remuneration (N&R) Committee has adopted a Charter which interalia deals with the manner of selection of Board of Directors and CEO & ManagingDirector and their remuneration. is Policy is accordingly derived from the said Charter.
Criteria of selection of Non Executive Directors
The Non Executive Directors shall be of high integrity with relevant expertiseand experience so as to have a diverse Board with Directors having expertise in the fieldsof accounting finance taxation law etc. However Women Director is exempted from saidcriteria.
In case of appointment of Independent Directors the N&R Committee shallsatisfy itself with regard to the independent nature of the Directors vis--vis theCompany so as to enable the Board to discharge its function and duties effectively.
The N&R Committee shall ensure that the candidate identified for appointmentas a Director is not disqualified for appointment under Section 164 of the Companies Act2013.
The N&R Committee shall consider the following attributes / criteria whilstrecommending to the Board the candidature for appointment as Director -
a. Qualification expertise and experience of the Directors in their respective fields;
b. Personal Professional or business standing;
c. Diversity of the Board.
In case of re-appointment of Non Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and his engagement level.
The Non Executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the Board / Committee meetings. A NonExecutive Director shall be entitled to receive sitting fees for each meeting of the Boardor Committee of the Board attended by him of such sum as may be approved by the Board ofDirectors within the overall limits prescribed under the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
CEO & Managing Director - Criteria for selection / appointment
For the purpose of selection of the CEO & MD the N&R Committee shall identifypersons of integrity who possess relevant expertise experience and leadership qualitiesrequired for the position and shall take into consideration recommendation if anyreceived from any member of the Board.
The Committee will also ensure that the incumbent fulfills such other criteria withregard to age and other qualifications as laid down under the Companies Act 2013 or otherapplicable laws.
Remuneration for the CEO & Managing Director
At the time of appointment or re-appointment the CEO & Managing Directorshall be paid such remuneration as may be mutually agreed between the Company (whichincludes the N&R Committee and the Board of Directors) and the CEO & ManagingDirector within the overall limits prescribed under the Companies Act 2013.
The remuneration shall be subject to the approval of the Members of the Companyin General Meeting.
The remuneration of the CEO & Managing Director is broadly divided intofixed and variable components. the fixed component comprises salary allowancesperquisites amenities and retirement benefits. the variable component comprisesperformance bonus.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and Stakeholders Relationship Committees. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Boards functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. the performance evaluation of the IndependentDirectors was carried out by the entire Board. the performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. the Directors expressed theirsatisfaction with the evaluation process.
Meetings of Nomination & Remuneration Committee
The members of Nomination & Remuneration Committee met seven times on 27thMay 27th August 1st September 29th September and 10thDecember in year 2014 and on 5th March and 25th March in year 2015during the financial year ended on 31st March 2015.
|Name ||Number of Meetings Held ||Meetings Attended |
|Mr. Deepak S. Bansal ||7 ||7 |
|Mr. Mahesh H. Parihar* ||7 ||7 |
|Mr. Ranjit Kr. Modi ||7 ||7 |
*Chairman of Committee
STAKEHOLDERS RELATIONSHIP COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act 2013 and theListing Agreement the Board has renamed the existing"Shareholders/Investors Grievance Committee" as the"Stakeholders Relationship Committee".
Stakeholders Relationship Committee was constituted in the meeting of Board ofDirectors held on 27th May 2014.
The terms of reference of the Committee are:
transfer/transmission of shares/debentures and such other securities as may beissued by the Company from time to time;
issue of duplicate share certificates for shares/debentures and other securitiesreported lost defaced or destroyed as per the laid down procedure;
issue new certificates against subdivision of shares renewal split orconsolidation of share certificates / certificates relating to other securities;
issue and allot right shares / bonus shares pursuant to a Rights Issue / BonusIssue made by the Company subject to such approvals as may be required;
to grant Employee Stock Options pursuant to approved Employees StockOption Scheme(s) if any and to allot shares pursuant to options exercised;
to issue and allot debentures bonds and other securities subject to suchapprovals as may be required;
to approve and monitor dematerialization of shares / debentures / othersecurities and all matters incidental or related thereto;
to authorize the Company Secretary and Head Compliance / other Officers of theShare Department to attend to matters relating to non receipt of annual reports noticesnon receipt of declared dividend / interest change of address for correspondence etc. andto monitor action taken;
monitoring expeditious redressal of investors / stakeholders grievances;
all other matters incidental or related to shares debentures and othersecurities of the Company. the Share Department of the Company and the Registrar and ShareTransfer Agent Purva Sharegistry (India) Private Limited attend to all grievances of theshareholders and investors received directly or through SEBI Stock Exchanges andRegistrar of Companies etc.
The Minutes of Stakeholders Relationship Committee are noted by the Board ofDirectors at the Board Meetings.
Continuous efforts are made to ensure that grievances are more expeditiously redressedto the complete satisfaction of the investors. Shareholders are requested to furnish theirtelephone numbers and email addresses to facilitate prompt action.
The Company has appointed Ms. Bhakti B. Soni Company Secretary as a Compliance Officerwithin the meaning of Listing Agreement.
Composition of Committee and Meetings attended
During the year nine meetings of the Stakeholders Relationship Committee wereheld on 27th May 6th June 17th July 1stSeptember 13th September and 14th November in year 2014 and on 12thFebruary 26th February and 25th March in year 2015 during thefinancial year 2014-2015.
Brief Details of Names Position Category and meeting attended by Members of Committeeis as follows:
|Name ||Position ||Category ||Meetings Attended |
|Mr. Mahesh H. Parihar ||Chairman ||Independent Non-Executive ||9 |
|Mr. Ranjit Kr. Modi ||Member ||Independent Non-Executive ||9 |
|Mr. Deepak S. Bansal ||Member ||Chairman & Managing Director ||9 |
Details of Shareholders Complaints
During the year the Company did not receive any compliant from any of the share holderand there was no pending complaint at the close of the financial year.
The Company has designated email id under Clause 47(f) of Listing Agreement and thesame is firstname.lastname@example.org to lodge Investor complaints. Apart from thisthe SEBI has also facilitated Investors to lodge complaints directly on SCORES on SEBIwebsite for faster addressing and resolutions of Investor Complaints.
Independent Directors Meeting
During the year under review the Independent Directors met on March 30 2015 interalia to discuss:
Evaluation of the Performance of Non-Independent Directors and the Board ofDirectors as a whole;
Evaluation of the Performance of Chairman of the Company; taking into accountthe views of the Executive and Non Executive Directors.
Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present at the Meeting.
GENERAL BODY MEETINGS
Location & time for the last three Annual General Meetings :
|Annual General Meeting ||Date & Time ||Venue |
|32nd Annual General Meeting ||26th September 2014 2.30 PM ||Ramee Guest Line Hotel 1st Floor 462 A. B. Nair Road Opp. Sun-N-Sand Hotel Juhu Vile Parle (W) Mumbai-400 049 |
|31st Annual General Meeting ||27th September 2013 2.30 PM ||17 3rd Floor Zaveri Bhavan 85/87 Old Hanuman Lane Kalbadevi Road Mumbai-400 002 |
|30th Annual General Meeting ||21st September 2012 2.30 PM ||17 3rd Floor Zaveri Bhavan 85/87 Old Hanuman Lane Kalbadevi Road Mumbai-400 002 |
LOCATION AND TIME OF LAST TWO EXTRA-ORDINARY GENERAL MEETINGS :
Details of Extra-Ordinary General Meetings have been held during last three financialyears are as under :
During current Financial Year 2013-2014 an Extra-Ordinary General Meeting (EOGM) washeld on 28th October 2013 at 10.30 AM at Registered Office of the Company forsub-division in face value of Equity Shares from Rs 10/- to Rs 1/- and to alter CapitalClause of Memorandum of Association of the Company.
During Financial Year 2012-2013 an Extra Ordinary General Meeting (EOGM) was held on25th day of September 2012 at 12.30 PM at Registered Office of the Company forIssue and Allotment up to 11.36 Equity Shares on preferential basis at a price of Rs 60/-per Share to Non-Promoters Group to meet the Working Capital requirements of the Company.
No Extra-Ordinary General Meeting (EOGM) was held by the Company during financial years2014-2015.
During Financial Year 2013-2014 on 28th August 2013 a Resolution waspassed for change in Name of the Company and to change Main Objects to change the line ofbusiness of the Company from Pharma Segment and to enter into new business segment ofTextile and Metal and to empower Company to do the investment activities in Shares &Securities. Apart from these businesses the Company has passed a Resolution for Issue andAllotment up to 6.00 Lac Equity Shares on Preferential basis at a price of Rs 143/- perShare to Non-Promoters Group to meet the Working Capital requirements of the Company.
During Financial Year 2013-2014 on 21st January 2014 a Resolution was passedempowering Company to exceed Investment Limits prescribed under Section 372A of theCompanies Act 1956 and also to increase borrowing powers of the Company u/s 180 (1) (c)Of the Companies Act 2013.
During the Financial Year 2012-2013 Resolutions have been passed for issue of fourBonus Equity Shares for every one Equity Share held by Members as well as empoweredCompany to transfer Rs 96.00 Lac from Reserves & Surplus to Equity Share CapitalAccount.
At the forthcoming Annual General Meeting there is no item on the agenda that needsapproval by Postal Ballot.
SPECIAL RESOLUTION PASSED IN LAST THREE ANNUAL GENERAL MEETINGS:
Following Special Resolutions have been passed during last three financial years
During Financial Year 2013-2014 on 21st January 2014 the Special Resolutions werepassed empowering Company to exceed Investment Limits prescribed under Section 372A of theCompanies Act 1956 and to increase borrowing powers of the Company u/s 180 (1) (c) Of theCompanies Act 2013.
During Financial Year 2013-2014 on 28th August 2013 Special Resolutionswere passed for change in Name of the Company and to change/add its Main Objects to changethe line of business of the Company from Pharma Segment and to enter into new businesssegment of Textile and Metal and to empower Company to do the investment activities inShares & Securities.
Compliance with Governance Framework
The Company is in compliance with all mandatory requirements of Clause 49 of ListingAgreement. In addition the Company has also adopted the non-mandatory requirements ofconstitution of Remuneration and Nomination Committee and tenure of office of IndependentDirectors i.e. in financial year 2014-2015.
STRICTURES AND PENALTIES
No strictures or penalties have been imposed on the Company by the Stock Exchanges orby the Securities and Exchange Board of India (SEBI) or by any statutory authority on anymatters related to capital markets activities during the last three years.
DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. the significantaccounting policies which are consistently applied have been set out in the Notes to theFinancial Statements.
The Company has a Risk Management Policy which has been adopted by the Board ofDirectors currently the Companys risk management approach comprises of thefollowing :
* Governance of Risk
* Identification of Risk
* Assessment of Control of Risk
The risks have been prioritized through a companywide exercise. Members of SeniorManagement have undertaken the ownership and are working on mitigating the same throughco-ordination among the various departments insurance coverage security policy andpersonal accident coverage for lives of all employees.
The Company has appointed a Risk Officer and also put in place the risk managementframework which helps to identify various risks cutting across its business lines. therisks are identified and are discussed by the representatives from various functions.
Risk Officer makes a presentation periodically on risk management to the Board ofDirectors and the Audit Committee. the Board and the Audit Committee provide oversight andreview the risk management policy periodically.
SEBI / STOCK EXCHANGE COMPLIANCE
The Company has complied with all requirements of the Listing Agreement entered intowith the Stock Exchange as well as the regulations and guidelines of SEBI. Consequentlythere were no strictures or penalties imposed either by SEBI or Stock Exchange or anyStatutory Authority for non-compliance of any matter related to the Capital Markets duringthe last three years.
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 sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. the Company Secretary& Head Compliance is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
(a) There were no transactions with related party i.e. with Promoters DirectorsManagement Subsidiaries or Relatives that may have potential conflict of interest withthe Company at large. the details of the related Party transactions are disclosed underthe notes on accounts as required under the Accounting Standard 18 issued by theInstitute of Chartered Accountants of India.
(b) There has been no instance of non-compliance by the Company on any matter relatedto Capital Markets and hence the question of penalties or strictures being imposed on theCompany by the Stock Exchange or SEBI or any Statutory Authority does not arise.
(c) In Compliance with the Securities & Exchange Board of India (Prohibition ofInsider Trading Regulations 1992) as amended till date on Prohibition of InsiderTrading the Company has a comprehensive Code of Conduct and the same is being strictlyadhered to by its management staff and relevant business associates. the code expresslylays down the guidelines and the procedure to be followed and disclosures to be madewhile dealing with shares of the Company and cautioning them on the consequences ofnon-compliance thereof.
(d) Reconciliation of Share Capital: A qualified Practicing Company Secretary carriedout Reconciliation of Share Capital on quarterly basis to reconcile the total admittedcapital with National Securities Depository Ltd. (NSDL) and Central Depositary Services(India) Ltd. (CDSL) and the total issued and listed capital. the "Reconciliation ofShare Capital Audit Report" confirms that the total issued / paid-up capital is inagreement with the total number of shares in physical form and the total number ofdematerialized shares held with NSDL and CDSL.
CODE OF BUSINESS CONDUCT & ETHICS
The Company has adopted Code of Business Conduct and Ethics ("the Code")which is applicable to the Board of Directors and Senior Management Team (one level belowthe Board of Directors) of the Company. the Board of Directors and the members of SeniorManagement Team are required to a firm semi-annual compliance of this Code. the Coderequires Directors and Employees to act honestly fairly ethically and with integrityconduct themselves in professional courteous and respectful manner. the Code is displayedon the Company website.
CONFLICT OF INTEREST
Each Director informs the Company on an annual basis about the Board and the Committeepositions he occupies in other companies including Chairmanships and notifies changesduring the year. Members of Board while discharging their duties avoid conflict ofinterest in the decision making process. the members of Board restrict themselves from anydiscussions and voting in transactions that they have concern or interest.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the good governance companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk Management Policy (FRM) to deal with instances of fraudand mismanagement if any. the FRM Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person for a genuinely raised concern. A high level Committee has been constitutedwhich looks into the complaints raised. the Committee reports to the Audit Committee andthe Board.
COMMUNICATION WITH THE MEMBERS/SHAREHOLDERS
The unaudited quarterly / half yearly results are announced within forty-fivedays of the close of the quarter. the audited annual results are announced within sixtydays from the close of the financial year as per the requirements of the Listing Agreementwith the Stock Exchanges. the aforesaid financial results are sent to BSE Limited (BSE)where the Companys securities are listed immediately after these are approved bythe Board. the results are thereafter published in leading English and Marathi dailynewspapers. the audited financial statements form a part of the Annual Report which issent to the Members well in advance of the Annual General Meeting.
The Company also informs by way of intimation to BSE all price sensitivematters or such other matters which in its opinion are material and of relevance to themembers.
The Annual Report of the Company the quarterly / half yearly and the annualresults and the press releases of the Company are also placed on the Companyswebsite: www.arihantmulticom com . and can be downloaded.
In compliance with Clause 49 of the Listing Agreement the quarterly resultsshareholding pattern quarterly compliances and all other corporate communication to theStock Exchange viz. BSE are filed electronically on BSEs on-line portal followed byphysical submission to BSE. the Company has complied with filing submissions throughBSEs BSE Online Portal.
A separate dedicated section under Corporate Governance on theCompanys website gives information on unclaimed dividends quarterly compliancereports / communications with the Stock Exchanges and other relevant information ofinterest to the investors / public.
DISCLOSURES ON NON-MANDATORY REQUIREMENTS
The Company has adopted/complied with the following non-mandatory requirements asprescribed in Clause 49 of Listing Agreement with the Stock Exchange :
a) The Company has ensured that the person who is being appointed as an IndependentDirector has the requisite qualifications and experience which would be of use to theCompany and which in the opinion of the Company would enable him to contribute effectivelyto the Company in his capacity as an Independent Director.
b) There was no case of Non-Compliance during financial year 2014-2015 in term ofprovisions of Listing Agreement entered into with BSE by the Company. Further nopenalties have been levied or actions have been taken by BSE or SEBI during last threeyears.
c) The Company has complied with all mandatory provisions of listing agreement.
d) The financial statements of the Company are unqualified.
GENERAL SHAREHOLDER INFORMATION
Detailed information in this regard is provided in section "ShareholdersInformation" which forms part of this Annual Report.
SHAREHOLDERS INFORMATION a. Next Annual General Meeting
The information regarding 33rd Annual General Meeting for the financial yearended on 31st March 2015 is as follows :-
|Day & Date : ||Tuesday 29th September 2015 |
|Time : ||2.00 P.M. |
|Venue : ||Ramee Guest Line Hotel 1st Floor 462 A. B. Nair Road Opp. Sun-N-Sand Hotel Juhu Vile Parle (W) Mumbai-400 049 |
b. Financial Year :
1st April to 31st March.
c. Future Calendar for financial year ending 31st March 2016 :
|Subject Matter ||Tentative Dates |
|Financial Reporting of 1st Quarter ended on 30th June 2015 ||Mid of August 2015 |
|Financial Reporting of 2nd Quarter ended on 30th September 2015 ||Mid of November 2015 |
|Financial Reporting of 3rd Quarter ended on 31st December 2015 ||Mid of February 2016 |
|Financial Reporting of 4th Quarter ended on 31st March 2016 ||During May 2016 |
|Date of Annual General Meeting ||During September 2016 |
d. Date of Book Closure :
September 22 to September 29 2015. (Both days inclusive)
e. Dividend Payment Date :
No Dividend has been recommended for the year under review.
f. Dividend History for last 10 Years
|Year of Declaration of Dividend ||Date of Declaration of Dividend ||Amount Declared per Share ||Face Value of Shares |
|1. 2009-2010 ||May 29 2010 ||Rs 1.00 ||Rs 10.00 |
|2. 2014-2015 ||May 28 2015 ||Rs 0.10 ||Rs 1.00 |
g. Unclaimed Dividend / Share Certificates
The unclaimed Dividend for a period of seven years is compulsorily deposited inInvestor Education and Protection Fund (IEPF) Account in accordance with Section 205C ofthe Companies Act 1956 administered by Central Government which cannot be claimed by theShareholders / Investors. the details of unclaimed dividend are posted on the website ofthe Company during current financial year. Details of Unclaimed Dividend and Due Dates fortransfer are as follows as on March 31 2015:
|Year of Declaration of Dividend ||Date of Declaration of Dividend ||Unclaimed Amount Rs ||Due Date for transfer to IEPF Account |
|1. 2009-2010 ||May 29 2010 ||Nil ||29th October 2017 |
|2. 2014-2015 ||May 28 2015 ||139757.20 ||27th May 2020 |
Further as required to be disclosed under Clause 5A of Listing Agreement Nil Sharesare lying at the beginning or at the Close of Financial Year in the Suspense Account.Further the Company did not moved in/out any Equity Share in said Suspense Account.
|h. Listing of Shares : ||BSE Limited (BSE) |
|i. Listing Fees : ||Company has paid Annual listing Fees to BSE for year 2015-2016. |
|j. Stock Code & ISIN : ||Scrip Code 506113 on BSE ISIN : INE776N01028 on both NSDL & CDSL |
k. Market Price Data :
|Month ||Price on BSE (Rs) & Volume ||BSE Sensitive Index |
| ||High ||Low ||Volume ||High ||Low |
|April 2014 ||253.00 ||221.85 ||2380249 ||22939.31 ||22197.51 |
|May 2014 ||260.00 ||225.10 ||2678263 ||25375.63 ||22277.04 |
|June 2014 ||255.00 ||234.65 ||2524902 ||25725.12 ||24270.20 |
|July 2014 ||269.95 ||235.65 ||2937094 ||26300.17 ||24892.00 |
|August 2014 ||275.00 ||201.10 ||2669502 ||26674.38 ||25232.82 |
|September 2014 ||299.00 ||208.05 ||2348172 ||27354.99 ||26220.49 |
|October 2014 ||301.05 ||204.00 ||1661790 ||27894.32 ||25910.77 |
|November 2014 ||330.00 ||245.00 ||2619068 ||28822.37 ||27739.56 |
|December 2014 ||304.00 ||246.10 ||2317417 ||28809.64 ||26469.42 |
|January 2015 ||297.80 ||244.10 ||977305 ||29844.16 ||26776.12 |
|February 2015 ||297.80 ||210.00 ||1088010 ||29560.32 ||28044.49 |
|March 2015 ||232.50 ||160.00 ||2131250 ||30024.74 ||27248.45 |
l. Registrar & Share Transfer Agent
M/s. Purva Sharegistry (India) Pvt. Ltd. has been appointed as Registrar & ShareTransfer Agent for all work relating to share registry in terms of physical. All transfertransmission request related to correspondence/queries intimation of change of addressetc. should be addressed to our RTA directly at the following Address:
M/s. Purva Sharegistry (India) Pvt. Ltd.
9 Shiv Shakti Ind. Estate Ground Floor J. R. Boricha Marg Lower Parel Mumbai-400011 Tel : 022-23016761 / 8261 Website : www.purvashare com . Email : email@example.com . m. Share Transfer Systems
The Share transfer is processed by the Registrar & Share Transfer Agent PurvaSharegistry (India) Pvt. Ltd. and approved by Stakeholders Relationship Committeeif the documents are complete in all respects within 15 days from the date of lodgment.
n. Distribution of Shareholding as on 31st March 2015
|No. of Equity Shares ||No. of Share Holders ||% of Share Holders ||Total No. of Shares Held ||% of Share Holding |
|1-5000 ||161 ||30.84 ||266023 ||0.73 |
|5001-10000 ||52 ||9.96 ||422747 ||1.17 |
|10001-20000 ||74 ||14.18 ||1222635 ||3.37 |
|20001-30000 ||46 ||8.81 ||1191878 ||3.29 |
|30001-40000 ||17 ||3.26 ||591400 ||1.63 |
|40001-50000 ||30 ||5.75 ||1368744 ||3.78 |
|50001-100000 ||47 ||9.00 ||3161754 ||8.72 |
|100001 and Above ||95 ||18.20 ||28014819 ||77.30 |
. ||522 ||100.00 ||36240000 ||100.00 |
o. Shareholding Pattern as on 31st March 2015
|Categories ||No. of Shares ||% of Shareholding |
|Promoters Directors Relatives & Person acting in concert ||25000 ||0.07 |
|Indian Bank ||0 ||0.00 |
|Others (NRI) ||200085 ||0.55 |
|Hindu Undivided Family (HUF) ||766143 ||2.12 |
|Private Corporate Bodies ||21629315 ||59.68 |
|Indian Public ||13090947 ||36.12 |
|Clearing Members ||528510 ||1.46 |
.. ||36240000 ||100.00 |
p. Dematerialization of Equity Shares & Liquidity
The Companys Equity Shares are in compulsory Rolling (Demat) Segment as theCompany has established connectivity with both NSDL & CDSL by signing the necessaryagreements.
Procedures for dematerialization / rematerialization of Equity Shares:-
Shareholders seeking demat / remat of their shares need to approach their DepositoryParticipants (DP) with whom they maintain a demat account. the DP will generate anelectronic request and will send the physical share certificates to Registrar and ShareTransfer Agents of the Company. Upon receipt of the request and share certificates theRegistrar will verify the same. Upon verification the Registrar will request NSDL and/orCDSL to confirm the demat request. the demat account of the respective share holder willbe credited with equivalent number of shares. In case of rejection of the request thesame shall be communicated to the shareholder.
In case of remat upon receipt of the request from the shareholder the DP generates arequest and verification of the same is done by the Registrar. the Registrar then requestsNSDL and/or CDSL to confirm the same. Approval of the Company is being sought andequivalent numbers of shares are issued in physical form to the shareholder. the sharecertificates are dispatched within 15 days from the date of issue of Shares.
As on 31st March 2015 99.10% Equity Shares of the Company are in dematerialized form.
q. Unclaimed Dividend
Pursuant to Section 205C of the Companies Act 1956 Dividends that areunpaid/unclaimed for a period of seven years from the date of they became due for paymentare required to be transferred by the Company to the Investor Education and ProtectionFund (IEPF) administered by the Central Government. At the end of financial year2014-2015 an amount of Rs 139757.20 was pending for payments to its investors.
Individual Shareholders holding shares singly or jointly in physical form can nominatea person in whose name the shares shall be transferable in case of death of the registeredshareholder(s). Nomination facility in respect of shares held in electronic form is alsoavailable with the depository participants as per the bye-laws and business rulesapplicable to NSDL and CDSL. Nomination form SH-13 ([Pursuant to section 72 of theCompanies Act 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules2014] can be obtained from the Companys Registrar and Share Transfer Agent. It isalso available on Public domain.
s. Electronic Clearing Service
The Securities and Exchange Board of India (SEBI) has made it mandatory for allcompanies to use the bank account details furnished by the Depositories for depositingdividends. Dividend will be credited to the Members bank account through NECSwherever complete core banking details are available with the Company. In case where thecore banking details are not available dividend warrants will be issued to the Memberswith bank details printed thereon as available in the Companys records. is ensuresthat the dividend warrants even if lost or stolen cannot be used for any purpose otherthan for depositing the money in the accounts specified on the dividend warrants andensures safety for the investors. the Company complies with the SEBI requirement.
t. Service of Documents through Electronic Mode
As a part of Green Initiatives the members who wish to receive the notice/documentsthrough e-mail may kindly intimate their e-mail address to the Companys Registrarand Share Transfer Agent Purva Sharegistry (India) Pvt. Ltd. to their dedicated e-mail idi.e. firstname.lastname@example.org in . .
u. Requirement of PAN Card for Transfer of Shares in Physical Form
Pursuant to SEBI Circular the shareholders holding shares in physical form arerequested to submit self certified copy of PAN at the time of sending their request forshare transfer/transmission of name/transposition of name.
v. For the Attention of Shareholders holding shares in electronic form
Shareholders holding shares in electronic mode should address all their correspondenceto their respective Depository Participants (DPs).
w. Green initiatives in Corporate Governance to receive documents through email byregistering your email address :
The Ministry of Corporate Affairs (MCA) has taken a "Green initiative in theCorporate Governance" by providing an opportunity to the shareholders to registertheir email address with Company and changes therein from time to time.
The Company is sending notices/documents such as Annual Reports and notices by email tothe shareholders who have registered their email address with DP/RTA. To support thislaudable move of the Government the members who have not registered their email addressso far are requested to do so at the earliest in respect of demat holding through therespective Depository Participant (DP) and in respect of physical holding through theRegistrar and Share Transfer Agent (RTA) M/s. Purva Sharegistry (India) Pvt. Ltd.
While every notice/document will be sent through email address registered with theCompany/RTA/ DP in case you desire to receive any notice/document in physical formplease intimate by email and the same shall be sent to your address registered with theCompany/DP.
We solicit your patronage and support in joining hands with the Company to implementthe e-governance initiative.
x. Details on use of Public Funds Obtained in the last three years :
|Particulars of Utilization ||Amount (Rs in Lac) |
|Short Term Loan & Advances ||1716.01 |
|Fixed Deposit with Banks ||62.00 |
|Used in ordinary course of business ||295.04 |
y. Outstanding GDRs./ADRs/Warrants or any convertible instruments conversion datalikely impact on Equity :
z. Investors Correspondence
Shareholders can contact the following Officials for secretarial matters of the Company:- Ms. Bhakti B. Soni - email@example.com
aa. Code of Conduct
the Board of Directors of the Company has laid down Code of Conduct for Directors andfor Senior Management & Employees. All Board Members and Senior Management haveafirmed compliance with the Code of Conduct for the year under review. Declaration to thiseffect signed by the Managing Director & Chief Executive Officer is annexed to thisreport.
bb. Address for Correspondence
F/3 C-Wing 1st Floor Shah Arcade 1 Rani Sati Marg Malad (E) Mumbai-400097 Tele: +91 22 28822184 Fax : +91 22 28822183 Email : firstname.lastname@example.orgURL : www.arihantmulticom com .
Chairman & Managing Directors Declaration on Code of Conduct
As required by Clause 49 of Listing Agreement the Managing Director and CEOsDeclaration for Code of Conduct is given below:
To the Members of
Arihant Multi Commercial Limited
(a) We have reviewed financial statements and the cash flow statement for the year andthat to the best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;
(ii) these statements together present a true and fair view of the companysaffairs and are in compliance with existing accounting standards applicable laws andregulations.
(b) There are to the best of our knowledge and belief no transactions entered into bythe company during the year which are fraudulent illegal or violative of thecompanys code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the company pertaining to financial reporting and we have disclosed to theauditors and the Audit Committee defficiencies in the design or operation of suchinternal controls if any of which we are aware and the steps we have taken or propose totake to rectify these defficiencies.
(d) We have indicated to the auditors and the Audit committee
(i) significant changes in internal control over financial reporting during the year;
(ii) significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and
(iii) instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in thecompanys internal control system over financial reporting.
For Arihant Multi Commercial Limited
Deepak S. Bansal
(DIN : 03578201)
Mumbai May 28 2015
ANNUAL CERTIFICATE UNDER CLAUSE 49(II)(E) OF THE LISTING AGREEMENT WITH THE STOCKEXCHANGES
I Deepak S. Bansal Managing Director of the Company declare that all Board Membersand Senior Management of the Company have afirmed compliance with the Code of Conductduring the year ended 31st March 2015.
By order of the Board For
Arihant Multi Commercial Limited
Deepak S. Bansal
(DIN : 03578201)
Mumbai May 28 2015
Auditors Certificate on Corporate Governance
To the Members of Arihant Multi Commercial Limited
We have examined the compliance of the conditions of Corporate Governance by ArihantMulti Commercial Limited ( the Company) for the year ended 31st March 2015 as stipulatedin Clause 49 of the Listing Agreement of the said Company with BSE Ltd.
The compliance of the conditions of Corporate Governance is the responsibility of theCompanys management. Our examination was limited to the procedures andimplementation thereof adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of an opinionon the financial statement of the Company.
In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above-mentioned Listing Agreement.
We state that no investor grievances are pending for a period exceeding one monthagainst the Company as per the records maintained by the Stakeholders RelationshipCommittee.
We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with the management hasconducted the affairs of the Company.
For Maheshwari & Co.
K. K. Maloo
Membership No. 075872
Place : Mumbai
Date : May 28 2015