Your Directors have great pleasure in presenting the TWENTY FIRST Annual Reporttogether with the Audited Accounts of your Company for the Financial Year ended31.03.2015.
The financial results of the company compared to the previous year are summarized asunder:
|Particulars ||For the year ended 31.03.2015 ||For the year ended 31.03.2014 |
|Revenue from Operations ||65.68 ||15.94 |
|Other Income ||- ||- |
|Gross Income ||65.68 ||15.94 |
|Profit / (Loss) before Financial cost Depreciation and Tax ||42.11 ||9.58 |
|Less: Financial Cost ||- ||- |
|Profit / (Loss) before Depreciation and Tax ||42.11 ||9.58 |
|Less: Depreciation ||- ||- |
|Profit / (Loss) before Tax & Exceptional / Extraordinary Items ||42.11 ||9.58 |
|Less: Exceptional and Extraordinary Items ||4.76 ||1.40 |
|Profit / (Loss) before Tax ||37.35 ||8.18 |
|Less: Tax Expense || || |
|Profit/ (Loss) After Tax for the year EPS ||0.75 ||0.16 |
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes & Commitments which have occurred between theend of the financial year of the company to which the balance sheet relates and the dateof the report affecting the financial position of the company.
The company does not propose to carry any amount to reserves during the financial year.
In order to conserve the financial resources of the company for growth and expansionplans the Board of Directors do not recommend any dividend for the financial year underreview.
DEPOSITS AND LOANS/ ADVANCES:
The Company has not accepted any public deposits during the financial year. Theparticulars of loans/ advances and investment in its own shares by listed companies theirsubsidiaries associates etc. required to be disclosed in the annual accounts of thecompany pursuant to Clause 32 of the listing agreement with the company are furnishedseparately.
The Equity Shares of the Company are listed at the Bombay Stock Exchange. The AnnualListing Fees for the financial year 2015-2016 has been paid to Bombay Stock Exchange.
SEBI has mandated the small / regional exchanges to raise their capabilities in termsof net worth / trading reach. Madras Stock Exchange in which your company is also listedhas not fulfilled the criteria framed by the SEBI. Subsequently it has opted for voluntaryexit as a Stock Exchange and advised the Companies to delist their shares which are notexclusively listed with it. In view of this scenario the company shall delist its EquityShares from Madras Stock Exchange.
Ms. Mohana Director whose appointment is valid till this AGM is appointed asIndependent Director for a period of 5 (Five) years with effect from 30th September 2015.
Your Board recommends the above appointment/reappointment of Directors in the bestinterest of the Company.
Company's Vision and Philosophy on the Code of Governance:
The vision of Arihant's Securities Limited is to be a financially sound profitablegrowth oriented and technology friendly Company committed to building values andmaximizing gains for all its stakeholders for those doing business with it and forothers associated with it. In its pursuit to attain its goals the Company is layingmaximum emphasis on the effective system of Corporate Governance particularly with a viewto improve its image efficiency effectiveness and integrity in all its dealings. TheCompany's Corporate Governance philosophy is to be ethical in its conduct of its businessto constantly strive to grow with profits and to enhance shareholders value to themaximum extent. The Corporate Governance policies of your Company recognize theaccountability of the Board Of Directors vis-a-vis all its constituents viz. BorrowersShareholders Employees Government & other Regulatory Authorities and others dealingwith it and doing business with it.
DIRECTORS' RESPONSIBILITY STATEMENT:
As per Section 134(3)(c) of the Companies Act 2013 the Board of Directors herebyconfirm the following statement:
(i) in the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2015 and of the profitand loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(iv) the directors had prepared the annual accounts on a going concern basis; and
(v) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
1. Board of Directors :
Composition and Category
As on 31 March 2015 the Board of the Company consists of Four (4) directors. TheBoard has an optimum combination of Executive and Non-Executive Directors. The compositionof the Board is in conformity with Clause 49 of the Listing Agreement with reference tonumber of Executive and Non-Executive Directors.
The Executive Director is involved in the day to day management of the Company andNon-Executive Directors including the Independent Director bring external and widerperspective and independence to the decision making.
Mr. Nishikanth Mohanlal Choudhary Managing Director of the Company works under thedirection control and supervision of the Board of Directors. The Board of Directors meetregularly to discuss appraise and approve matters relating to company's strategy plansbudgets financials and operations.
The details of the composition nature of Directorship and the directorships held inother companies by the Directors of the Company as on 31 March 2015 are detailed below:
|Name ||Nature of Directorship ||Directorships in other Public Companies ||Chairmanship / Membership in the Committees of the Board of other Public Companies |
| || || ||Committee Chairman ||Committee Member |
|Mr. Ravikant Choudhry ||Non - Executive Chairman ||1 ||1 ||2 |
|Mr. Nishikanth Mohanlal Choudhary ||Managing Director ||Nil ||Nil ||3 |
|Mr. Ajit Kumar Chordia ||Non-Executive Independent Director ||2 ||1 ||1 |
|Mr. Narendra B Bhatt ||Non-Executive Independent Director ||Nil ||1 ||Nil |
Board Agenda :
Meetings are governed by a structured Agenda and a Board member may bring up any matterfor consideration of the meeting in consultation with the Chairman. The detailed agendaand relevant information is sent to every director at least 7 working days in advance foreach meeting facilitating effective discussion and decision making. An indicative list ofthe information usually placed before the Board is as under:
Annual Budgets and updates thereon.
Capital expenditure proposals if any and review of their implementation.
Quarterly Half yearly and Annual Results.
Business performance and steps for improvement.
Legal proceedings involving the Company.
Minutes of meetings of Audit Committee Remuneration Committee and ShareholdersCommittee.
Materially important show cause notices non-compliances if any etc.
During the financial year ended 31st March 2015 Five (5) Board Meetings were held. Thedates on which the Board Meetings were held are 01-04-2014 30-05-2014 14-08-201414-11-2014 14-02-2015.
Details of attendance at the Board meetings and the last Annual General Meeting:
|Name of the Director ||Board Meetings Attended ||Attendance in Last AGM |
|Mr. Ravikant Choudhry ||5 ||Yes |
|Mr. Nishikanth Mohanlal Choudhary ||5 ||Yes |
|Mr. Ajit Kumar Chordia ||5 ||Yes |
|Mr. Narendra B Bhatt ||5 ||Yes |
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofCompanies Act 2013 and the relevant rules.
M/S. N R Krishnamoorthy & Co Chartered Accountants Chennai (FRN: 001492S)Statutory Auditors of the company hold office until the conclusion of the ensuing AnnualGeneral meeting of the Company and are eligible for reappointment for a term of five yearsfrom the conclusion of the ensuing annual general meeting as per the provisions ofCompanies Act 2013 subject to ratification by shareholders in the annual general meetingevery year. The company has received confirmation that their appointment will be withinthe limits prescribed under Section 139 read with section 141 of the Companies Act 2013.
The Audit Committee in its meeting hasrecommended the reappointment of the Auditors.The necessary resolution is being placed before the shareholders for approval.
There are no reservations qualifications or adverse remarks contained in the AuditorsReport.
EXTRACTS OF ANNUAL RETURN:
The Extracts of Annual Return as per Section 92(3) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 is enclosed herewithand forms part of the report.
SECRETARIAL AUDIT REPORT:
Pursuant to the requirements of the Companies Act 2013 the Company has appointed Mr.R. Alagar B.Com FCS Practicing Company Secretary (Cop No: 3913 as the SecretarialAuditor for the financial year 2015 whose
report on 30th May 2015 is attached separately to this report.
REPLY TO SECRETARIAL AUDIT REPORT:
The Board has taken note of all the points mentioned in Secretarial Audit Report andassures to comply with the provisions at the earliest.
The company is making consistent efforts for appointment of whole time CompanySecretary. The company has been availing services of practicing company secretary fromtime to time to ensure compliance of the provisions of the applicable acts and statutes.Also the Annual Return of the Company is being certified by practicing company secretaryfrom year to year and the company is also taking certifications from them for StockExchange Compliances.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM AND OTHERCOMMITTEES OF THE BOARD:
(A) AUDIT COMMITTEE:
The Audit Committee of the Board comprises three directors namely Mr. Ajit KumarChordia the Chairman Mr. Ravikanth Chudhry and Mr. Nishikanth Mohanlal Choudharymembers. The composition of Audit Committee meets therequirement of Section 177 of theCompanies Act 2013
Members of the Audit Committee have requisite financial and management expertise.
(ii) Terms of reference
Recommendation for appointment remuneration and term of appointment of theauditors of the Company.
Discussion and review of periodic audit reports and discussion with externalAuditors about the scope of audit including the observations of Auditors.
Review and monitor the auditor's independence and performance
Overseeing Financial Reporting Process
Reviewing periodic financial results financial statements and auditors' reportthereon.
Evaluation of internal financial controls and risk management systems.
Valuation of undertakings or assets of the Company.
The committee met 4 times during the period on the following dates: 30.05.201414.08.2014 14.11.2014and 14.02.2015.
(B) SHAREHOLDERS RELATIONSHIP COMMITTEE
The Shareholders / Investors Grievances Committee have been reconstituted asShareholders Relationship Committee in line with Section 178 (5) of the Companies Act2013 and are headed by Mr. Narendra B BhattIndependent Director Mr. Ravikanth ChoudhryNon-executive Director and Mr. Nishikanth Mohanlal Choudhry Managing Director asmembers.
The Committee monitors redressal of complaints received from shareholders/investorswith respect totransfer of shares non-receipt of dividend non-receipt of Annual Reportetc. The Committee also takenote on number of transfers processed issue of fresh sharecertificates dematerialization of sharecertificates report about top shareholders shareholding pattern etc.
There were no complaints received for this financial year. No instrument of transferswas pending on 31st March 2015.
During the year the Committee was met 2 times 30.05.2014 and 14.02.2015.
(C) NOMINATION AND REMUNERATION COMMITTEE
The Company has a Remuneration Committee consists of Chairman Mr. Ravikanth ChoudhryNon-executive Director Mr. Ajit Kumar Chordia Independent Directorand Mr. NishikanthMohanlal Choudhry Managing Director as members.
The Nomination and Remuneration Committee met once during the year on 30th May 2014 andall the directors have attended the meeting.
The company has a Managing Director and there was no payment to him as he has foregonehis remuneration for the year in view of low profits made by the company. No remunerationhas been paid to any directors of the company.
The Company has established a vigil mechanism and overseas through the committee thegenuineconcerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of the Companies Act 2013 on Corporate Social Responsibility are notapplicable to the company.
By Virtue of the Circular CIR/CFD/Policy Cell/7/2014 Dated 15.9.2014 issued bySecurities Exchange Board of India for companies having Equity Share Capital notexceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crore the submission of CorporateGovernance Report as stipulated in clause 49 of the Listing Agreement is not mandatory.
Since the Paid Up Equity Capital of the Company is only Rs. 5 Crores and Net Worth isRs. 45789545 the company is not required to submit Corporate Governance along withDirectors' Report.
However your Board of Directors assure the members that the Company continues tomaintain highest Standards of Integrity transparency in operations excellence in serviceto all shareholders and strong Corporate Governance Standards.
The Board of Directors assure that the Corporate Governance Standards as stipulated inthe Companies Act 2013 have been fully complied with.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is a financial services company. Therefore its operations do not accountfor energy consumptions. Accordingly Rules 2A and 2B of the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 concerning conservation ofenergy and technology absorption respectively are not applicable to the Company. Howeverthe Company is taking all possible measures to conserve energy. The management keepsitself abreast of the technological advancements in the industry.
There are no inflow and outflow of foreign exchange during the year under review.
Your directors wish to place on record their deep appreciation of the dedication andcommitment of employees to the growth of your company during the year. Your directors alsoexpress their sincere gratitude to the customers bankers consultants Auditors and theshareholders for their continued patronage and cooperation.
| ||For and on behalf of the Board |
| ||Sd/- |
|Date :30th May 2015 ||Chairman |
|Place : Chennai ||(Ravikant Choudhry) |
| ||(DIN : 00831721) |
Annexure A to Secretarial Audit Report of even date
The Board of Directors
ARIHANT'S SECURITIES LIMITED
138 Dr.RAdhakrishnan Salai
My Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of thecompany. My responsibility is to make a report based on the secretarial records producedfor my audit.
2 I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on the test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my report.
3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.
4. I have obtained the management's representation about the compliances of laws rulesand regulations and happenings of events wherever required.
5. Compliance with the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of the management. My examination was limitedto the verification of the procedures on test basis. Actions carried out by the companybased on independent legal/ professional opinion obtained have not been considered asnon-compliance wherever there was a scope for multiple interpretations especially sincethis is first full financial year in which the Companies Act 2013 has become operationaland also on account of the listings agreement undergoing major amendments from October 12014.
6. This Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
|Place: Chennai ||Name of Company Secretary: R.Alagar |
| ||Membership.No.F4720 |
|Date: 30-05-2015 ||C.P.No.3913 |