Arman Holdings Ltd.
|BSE: 538556||Sector: Financials|
|NSE: N.A.||ISIN Code: INE510P01018|
|BSE LIVE 10:54 | 23 Dec||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||57.31|
|Mkt Cap.(Rs cr)||57.31|
Arman Holdings Ltd. (ARMANHOLDINGS) - Director Report
Company director report
Your Directors have pleasure in presenting 33rd Annual Report together withthe Audited Statement of Accounts for the year ended 31st March 2015. TheFinancial highlights for the year under review are given below:
(Amount in Rs. in Lacs)
The Total Income for the financial year under review increased to Rs.94.60 Lacs againstRs. 48.57 Lacs during previous year whereas the Profit after Tax generated by the companyduring the year under review is Rs. 1.75 Lacs as compared to profit of Rs. 0.52 Lacsduring the previous year. However the company is working hard to increase theprofitability in the forthcoming years.
Due of lower profit and requirement of funds for the existing business activities yourDirectors do not propose any dividend for the financial year 2014 - 2015 (Previous year -Nil Dividend).
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year underreview.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the 32nd Annual General Meeting of the Company held on 30thSeptember 2014 the members had approved the terms of appointment of Independent DirectorsMr. Jitendra Kumar Jain upto 24/04/2018 and Mr. Suresh M Suthar upto 7/4/2019.
Mr. R.D.Jain Director of your Company has resigned from Board of the Company w.e.f. 12thAugust 2014 due to his pre-occupation. The Board hereby places on record its sincereappreciation for valuable guidance and meaningful contribution made by Mr. R.D.Jain asDirector of the Company. Board of Directors in their meeting held on 12th August 2015 hadchanged the terms of appointment of Mrs. Priyadarshani Babel who retires by rotation andbeing eligible offers herself for re-appointment.
During the year the Non executive Director of the company does not had any materialpecuniary relationship or transaction with company.
The Notice convening the Annual General Meeting includes the proposals for appointment/ re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed/ re-appointed have been provided as an Annexure to the Notice convening the AnnualGeneral Meeting.
Declaration by Independent Director(s)
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence prescribed both under the CompaniesAct 2013 and Clause 49 of the Listing Agreement.
Formal Annual Performance Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of IndependentDirectors Board Committees and other individual Directors process of evaluation wasfollowed as per the Policy laid down in this regard. The manner in which the evaluationhas been carried out has been explained in the Report on Corporate Governance.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection of Directors determining Directors independence and paymentof remuneration to Directors Key Managerial Personnel and other employees. The Nominationand Remuneration Policy is stated in the Report on Corporate Governance.
Remuneration of the Key Managerial Personnel
Mr. Deepak Kumar Babel (Managing Director) has received remuneration of Rs. 100000/-during financial year 2014-2015.
Mr. Harshal Agrawal Company Secretary cum Compliance Officer of the Company resigneddue to his pre-occupation w.e.f. 23rd March 2015. Now Mr. Amit Kumar Memberof Institute of Company Secretaries of India has been appointed as Company Secretary cumCompliance Officer of the Company pursuant to Section 203 and other applicable provisionsof the Companies Act 2013 w.e.f. 12th August 2015.
APPOINTMENT OF CHIEF FINANCE OFFICER
Pursuant to provisions of Section 197 203 and all applicable provisions of theCompanies Act 2013 and Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 Mr. Ayush Jain has been appointed as Chief Finance Officer of the Companypursuant to Section 203 and other
applicable provisions of the Companies Act 2013 w.e.f. 12th August 2015. Mr RakeshToshniwal who was appointed as Chief Finance Officer on 23rd March 2015resigned due to personal reasons and his services were discontinued w.e.f. 12thAugust 2015. The Board hereby places on record its sincere appreciation for contributionmade by Mr Rakesh Toshniwal as Chief Finance Officer of the Company.
LISTING OF SHARES
Equity shares of the Company are listed at Delhi Stock Exchange and Bombay StockExchange. Listing fees for the year had already been paid in pursuance to clause 38 of thelisting agreement. Your Company has not received any invoice for Listing fees for FY2015-16 from Delhi Stock Exchange. Also DSE is being De-recognised by SEBI orderWTM/PS/45/MRD/DSA/NOV/2014 dated 19/11/2014.
The Company has neither issued shares & Securities or any other instruments nor anycorporate benefits during the year under review.
STATUTORY AUDITORS & AUDITORS OBSERVATION
M/s. Anmol Rana & Associates Chartered Accountants New Delhi the Auditors of theCompany retire at the ensuing Annual General Meeting and offer themselves forre-appointment. In accordance with Section 139 of the Companies Act 2013 ('the Act)read with the Rules made there under M/s. Anmol Rana & Associates CharteredAccountants Delhi can be appointed as the Statutory Auditors of the Company from theconclusion of the forthcoming AGM till the conclusion of the 37th AGM to beheld in the year 2019 subject to ratification of their appointment at the subsequentAGMs. They have confirmed that their appointment if made shall be in accordance with theprovisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules2014 and that they satisfy the criteria given under Section 141 of the Act. Members arerequested to consider their appointment.
The Audit committee and Board of Directors have recommended the appointment of M/s.M/s. Anmol Rana & Associates. Chartered Accountants as the Statutory Auditors of yourCompany.
There are no qualifications or adverse remarks in the Auditors Report whichrequire any explanation from the Board of Directors.
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 R.S.Mittal & Co a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewithmarked as "Annexure-I to this Report. The observations mentioned in SecretarialAudit Report are self-explanatory and duly complied with. The observation made by thesecretarial auditors in their report are self-explanatory and therefore do not call forany further explanations/comments.
The Board has appointed M/s S. R. Ghedia & Associates Chartered Accountants asInternal Auditors of the Company for Financial Year 2014-2015 under provisions of Section138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014as recommended by Audit Committee.
SHIFTING OF REGISTERED OFFICE
Your company got approval from Regional Director Northern Region vide its order dated27th March 2015 and altered it Memorandum of Association accordingly. Yourcompany got Certification of Registration of Regional Director order for Change of Stateon 23rd April 2015 by Registrar of Companies Ahmedabad regarding shifting ofits Registered Office from Delhi to Surat.
The Audit Committee comprises Independent Directors namely Mr. Jitendra Kumar Jain(Chairman) Mr. Deepak Kumar Babel and Mr. Suresh Mohanlal Suthar as other members. TheAudit Committee played an important role during the year. It coordinated with theStatutory Auditors Internal Auditors and other key personnel of the Company and hasrendered guidance in the areas of internal audit and control taxation finance andaccounts. All the recommendations made by the Audit Committee were accepted by the Board.Six meetings of the Audit Committee were held during the year. During the year there areno instances where the Board had not accepted the recommendations of the Audit Committee.
Stakeholders' Relationship Committee
The Committee has met four times during the year. With the compulsory dematerializationof the Companys shares and electronic mode of transfers postal dispatches which ledto usual complaints have been minimized. At the year end 96.85% of the total shares weredematerialized with no unresolved pending investor grievances.
Nomination & Remuneration Committee
The Nomination and Remuneration Committee recommends to the Board the suitability ofcandidates for appointment as Key Managerial Personnel Directors and the remunerationpackages payable to them and other employees. The Nomination and Remuneration Committeemet four times during the year.
Vigil Mechanism / Whistle Blower Policy
The Board of Directors has adopted the Whistle Blower policy. The policy has provided amechanism for director employees and other persons dealing with the Company to report tothe Chairman of the Audit Committee any instances of unethical behavior actual orsuspended framed or violation of the code of conduct of the Company.
The Board of the Company has formed a Risk Management Committee to frame implement andmonitor risk management plan for the Company. The Committee is responsible for reviewingthe risk management and ensuing its effectiveness. The Audit Committee has additionaloversight in the area of financial risks control. Major risk identified by the businessand function are systematically addressed through mitigating actions on a continuingbasis.
Meetings of Board
Eight meetings of the Board of Directors were held during the year the details ofwhich are provided in Report on Corporate Governance. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
Particulars of Loans Investments Guarantees
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable. However the Company has made investments in earlier years details of whichare given in the Financial Statements.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2015 made under the provisionsof Section 92 (3) of the Act in Form MGT-9 is annexed herewith as Annexure II.
The Company has not accepted any public deposit and as such no amount of principal orinterest was outstanding on the date of Balance Sheet. COMPLIANCE WITH THE ACCOUNTINGSTANDARDS
The Company prepares its accounts and other financial statements in accordance with therelevant accounting principles and also complies with the accounting standards issued bythe Institute of Chartered Accountants of India.
RELATED PARTY TRANSACTIONS
There were no related party transactions during the year as defined under Section 188of the Companies Act 2013
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture or Associate Company.
INTERNAL CONTROL SYSTEMS & THEIR ADEQAUCY
Your Company has in place adequate Internal Control system which is duly supported byInternal Audit and management reviews with documented policies and procedures.
Based on the report of Internal Audit function corrective action are undertaken in therespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
The Company has complied with all the mandatory requirements of Corporate Governanceas stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separatereport on Corporate Governance and a Certificate from M/s. Anmol Rana & AssociatesStatutory Auditors regarding compliance with the conditions of Corporate Governance isgiven in a separate section and forms part of the Annual Report.
Further as required under Clause 49 of the Listing Agreement a certificate from theManaging Director on the financial statements of your Company for the year ended on March31 2015 was placed before the Board at its meeting held on 20th August 2015.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not adopted any Corporate Social Responsibility Initiatives as the saidprovisions are not applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges the ManagementDiscussion & Analysis Report for the year under review is given below :
Sales and Profitability
The current year was a challenging year for your Company. The Company is trading intextile and related products. The Company has managed to maintain a growth trajectory inits financial performance in the current year.
Marketing and Market Environment
The world is witnessing a new trend wherein developing countries like India ChinaBrazil & other emerging markets are driving the global economy with their risingdomestic consumption patterns. Indias textiles sector is one of the mainstays of thenational economy. It is also one of the largest contributing sectors of Indiasexports contributing 11 per cent to the countrys total exports basket.
Future Prospects and Government Policy
India is set to emerge as the worlds fastest-growing major economy by 2015 aheadof China as per the recent report by The World Bank. Indias Gross Domestic Product(GDP) is expected to grow at 7.5 per cent in 2015. The Indian government has come up witha number of export promotion policies for the textiles sector. It has also allowed 100 percent FDI in the Indian textiles sector under the automatic route. The government has alsoproposed to extend 24/7 customs clearance facility at 13 airports and 14 sea portsresulting in faster clearance of import and export cargo.
The future for the Indian textile industry looks promising buoyed by both strongdomestic consumption as well as export demand. With consumerism and disposable income onthe rise the retail sector has experienced a rapid growth in the past decade with theentry of several international players
Risk and Concerns
The Company is consolidating its existing operations and the Company has not taken isno new project in Company. The close linkage of the Industry to agriculture and theancient culture the traditions of the country make the Indian textiles sector unique incomparison to the textiles industry of other countries. The Indian cotton textile sectorthat has not been faring quite well for the past few years could see some stability in thecurrent financial year India Ratings and Research said in a report today.
CODE OF CONDUCT
As prescribed under clause 49 of the Listing Agreement a declaration signed by theWhole time Director affirming compliance with the Code of Conduct by the Directors andSenior Management Personnel of the Company for the financial year 2014-15 forms part ofthe Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies Act 1956 withrespect to the Directors responsibility statement it is hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended 31st March2014 the applicable accounting standards have been followed and there are no materialdepartures from the same;
(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 31stMarch 2015 and of the profits of the company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
(v) the Directors have laid down proper internal financial controls to be followed bythe Company and that such financial controls are adequate and are operating effectively;
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that the systems are adequate and are operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The statement of particulars under section 134(3)(m) of the Companies Act 2013regarding conservation of energy technology absorption and Foreign exchange earnings andoutgo are given below:
a) Your Company being involved in Trading activity has not consumed energy of anysignificant level. Accordingly no measures were taken for energy conservation and noinvestment is required to be for reduction of energy consumption.
b) No comment is made on technology absorption considering the nature of activitiesundertaken by your company during the year under review.
c) No Expenditure has been made for research and development.
d) There were no Foreign Exchange earnings or out go during the year under review.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Companys operations in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
There were no cases filed pursuant to the Sexual Harassment of Woman at Workplace(Prevention Prohibition and Redressal) Act 2013.
ADDITIONAL INFORMATION TO SHAREHOLDERS
All important and pertinent investor information such as financial results investorpresentations press releases new launches and project updates are made available on theCompanys website www.armanholdings.in ona regular basis.
Human Resources Development envisages the growth of the individual in tandem with theorganization. It also aims at the upliftment of the individual by ensuring an enablingenvironment to develop capabilities and to optimize performance.
PARTICULARS OF EMPLOYEES
There are no employees whose remuneration falls within the preview of the limitsprescribed under section 197 of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
The Directors wish to place on record their appreciation of the contributions made bythe employees at all levels whose continued commitment and dedication helped the companyachieve better results. The Directors also wish to thank customers bankers Central andState Governments for their continued support. Finally your directors would like toexpress their sincere & whole-hearted gratitude to all of you for your faith in us andyour Cooperation & never failing support.
For and on behalf of the Board of Directors
Annexure to the Directors' Report
SECRETARIAL AUDIT REPORT
for the financial year ended 31 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]
Arman Holdings Limited
419 Rajhans Heights
Mini Bazar Varachha Road
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Arman Holdings Limited(hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.
Based on our verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter.
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31 March 2015 accordingto the provisions of:
I. The Companies Act 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act 1956 (SCRA') and the Rules madethereunder;
III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct
Investment and External Commercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act') viz :-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
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:
i) Secretarial Standards issued by The Institute of Company Secretaries of India.- (NotApplicable for the Audit Period under review).
ii) The Listing Agreements entered into by the Company with the DSE Ltd and BSE Ltd.Out of which DSE is being De-recognised by SEBI order
WTM/PS/45/MRD/DSA/NOV/2014 dated 19/11/2014 during the period under review.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards Listing Agreements etc mentioned above subjectto following observations :
(i) The appointment of Internal Auditor under section 138 of Companies Act 2013 wasmade on 23.03.2015 instead of appointing within 6 months of applicability of thisProvision i.e. on or before September 302014 as per Rule 13 (1) of Companies (Accounts)Rules 2014.
(ii) Disclosure of Directors interest under section 184 of Companies Act 2013 inForm MBP-1 was taken in 3rd Board Meeting dated 30.05.2014 instead of 1stBoard Meeting held on 08.04.2014 during the financial year.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.
All decisions at Board meetings and Committee meetings are carried outunanimously as recorded in the minutes of meetings of the Board of Directors or Committeeof the Board as the case may be.
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 compliance with applicable laws rules regulations and guidelines.
We further report that during the audit period the Company has:
1) Listed its equity shares on BSE Ltd. Mumbai.
2) Processed shifting of its registered office address from the NCT of Delhi to Stateof Gujarat at Surat and received approval from Regional
Director Northern Region vide its order dated 27.03.2015 and altered it Memorandum ofAssociation accordingly.
We further report that during the audit period there were no instances of:
(a) Public/Rights/Preferential issue of shares/debentures/Sweat equity etc.
(b) Redemption / buy-back of securities.
(c) Major decisions taken by the members in pursuance of Section 180 of the CompaniesAct 2013.
(d) Merger/amalgamation/reconstruction etc.
(e) Foreign Technical Collaborations
For R.S. MITTAL & CO.
EXTRACT OF ANNUAL RETURN as on the financial year ended March 31 2015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014] I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES [No. of Companies forwhich information is being filled]]
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
B) Shareholding of Promoter
C) Change in Promoters' Shareholding (please specify if there is no change)
1. Rameshwar Dass Jain
2. Priyadarshani Deepak Babel
3. Manasvini Trading (P) Ltd. - No Change
4. Amit Kumar Kanther Jain - No Change
5. Deepak Kumar Babel - No Change
6. Rajesh Tater - No Change
7. Sangeeta Jain - No Change
8. Premsingh Babel - No Change
D) Shareholding Pattern of top ten Shareholders:
(other than Directors Promoters and Holders of GDRs and ADRs):
E) Shareholding of Directors and Key Managerial Personnel:
1. Deepak Kumar Babel
2. Rameshwar Dass Jain
3. Priyadarshani Deepak Babel
4. Mr Suresh M Suthar - Nil share holding for the Financial Year 2014-15
5. Mr Harshal Agarwal - Nil share holding for the Financial Year 2014-15
6. Mr Rakesh Toshniwal- Nil share holding for the Financial Year 2014-15
V. INDEBTEDNESS -Company was not having any secured/ unsecured loans and depositsduring the financial year 2014-15
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-
A. Remuneration to Managing Director Whole-time Directors and/or Manager:
B. Remuneration to other directors
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: