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Arihant Multi Commercial Ltd.

BSE: 506113 Sector: Others
NSE: N.A. ISIN Code: INE776N01028
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OPEN 134.40
PREVIOUS CLOSE 167.90
VOLUME 1774
52-Week high 134.40
52-Week low 0.00
P/E 13440.00
Mkt Cap.(Rs cr) 486.53
Buy Price 0.00
Buy Qty 0.00
Sell Price 134.40
Sell Qty 66601.00
OPEN 134.40
CLOSE 167.90
VOLUME 1774
52-Week high 134.40
52-Week low 0.00
P/E 13440.00
Mkt Cap.(Rs cr) 486.53
Buy Price 0.00
Buy Qty 0.00
Sell Price 134.40
Sell Qty 66601.00

Arihant Multi Commercial Ltd. (ARIHANTMULTI) - Director Report

Company director report

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.

SHARE CAPITAL

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 Company’s 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.

SUBSIDIARY COMPANY

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 arm’s 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 Company’s 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.

MANAGEMENT

There was no change in Management of the Company during the year under review.

DIRECTORS

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.

INDEPENDENT DIRECTORS

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 Board’s 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.

INFORMATION TECHNOLOGY

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 theBoard’s 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 Company’s 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.

AUDITORS

Statutory Auditors

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.

Secretarial Auditors

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.

PUBLIC DEPOSITS

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.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company’s 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)

Managing Director

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.

India’s 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 India’s 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 years’net 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.

BUSINESS SEGMENT

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.

OPPORTUNITIES

Textile Industry

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 world’s 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 person’s 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 world’s spindle capacity and is the No. 2 textile maker in theworld. Further it has 61% world’s 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 China’s 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.

HUMAN RESOURCES

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 theCompany’s philosophy and participates in activities in the area of education andhealth.

CAUTIONARY STATEMENT

Certain statements under "Management Discussion & Analysis" describingthe Company’s 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 Company’soperations 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.

COMPLIANCE

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 Company’s Board of Directors and the Company’s 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)

Managing Director

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 Limited’s 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

Company Secretaries

Gayatri S. Bhide

Proprietor

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

V. INDEBTEDNESS

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

CORPORATE GOVERNANCE

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 -

COMPANY’S 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.

GOVERNANCE STRUCTURE

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 Company’s 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

Board Independence

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

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 Company’s 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

AUDIT COMMITTEE

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 Company’sestablished systems and processes for internal financial controls governance andreviewing the Company’s 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 company’s 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 Director’s Responsibility Statement tobe included in the Board’s 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 auditor’s 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.

Remuneration

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.

PERFORMANCE EVALUATION

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 Board’s 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.

Compliance Officer

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 lifelinedrugspharmaltd@gmail.com 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.

POSTAL BALLOT

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.

BOARD DISCLOSURES

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.

RISK MANAGEMENT

The Company has a Risk Management Policy which has been adopted by the Board ofDirectors currently the Company’s 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 Company’s 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.

DISCLOSURES

(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 Company’s 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 Company’swebsite: 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 BSE’s on-line portal followed byphysical submission to BSE. the Company has complied with filing submissions throughBSE’s BSE Online Portal.

• A separate dedicated section under ‘Corporate Governance’ on theCompany’s 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 : purvashr@mtnl.netin . 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
Total…. 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
Total ….. 36240000 100.00

p. Dematerialization of Equity Shares & Liquidity

The Company’s 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.

r. Nomination

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 Company’s 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 Company’s 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 Company’s Registrarand Share Transfer Agent Purva Sharegistry (India) Pvt. Ltd. to their dedicated e-mail idi.e. purvashr@mtnl.net 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 :

Not Applicable.

z. Investors’ Correspondence

Shareholders can contact the following Officials for secretarial matters of the Company:- Ms. Bhakti B. Soni - lifelinedrugspharmaltd@gmail.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 : lifelinedrugspharmaltd@gmail.comURL : www.arihantmulticom com .

Chairman & Managing Director’s Declaration on Code of Conduct

As required by Clause 49 of Listing Agreement the Managing Director and CEO’sDeclaration 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 company’saffairs 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 thecompany’s 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 thecompany’s internal control system over financial reporting.

For Arihant Multi Commercial Limited

S/d-

Deepak S. Bansal

(DIN : 03578201)

Managing Director

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

S/d-

Deepak S. Bansal

(DIN : 03578201)

Managing Director

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 theCompany’s 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.

Chartered Accountants

FRN: 105834W

K. K. Maloo

Partner

Membership No. 075872

Place : Mumbai

Date : May 28 2015

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