Arnav Corporation Limited
The Directors of Company are delighted to present 30th Annual Report alongwith the Audited Financial statements and Auditor's Report for the year ended March 312017.
Your Company has taken many Strategic steps during the year to strengthen itsfinancials and to achieve all round growth of business.
1. Financial Results:
The financial performance of your Company for the year ended 31.03.2017 is summarizedbelow:
|Particulars || ||(Amount in Rs.) |
| ||Current Year ||Previous Year |
| ||(31.03.2017) ||(31.03.2016) |
|Revenue from Operations ||139276301 ||101774531 |
|Other Income ||- ||- |
|Total Income ||139276301 ||101774531 |
|Less: Total Expenses ||138952275 ||101646849 |
|Profit/Loss Before Taxation ||324026 ||127682 |
|Less: Current Tax ||61743 ||24330 |
|Deferred Tax ||- ||- |
|Profit After Taxation ||262283 ||103352 |
2. Operations and Business Performance:
During the year under review the topline soared by 36.85% to Rs. 139276301/- andthe bottom line grew 153% to Rs. 262283/-. The provision for Tax stood at Rs. 61743/-as compared to Rs. 24330/- in the previous year.
To conserve the resources for future business requirements of the Company yourDirectors do not recommend any payment of dividend for the year under review.
4. Transfer T o Reserves:
There is no amount proposed to be transferred to the Reserves.
5. Capital Structure:
There has been no change in the capital structure of the company. As on March 31 2017the authorized share capital of the Company was Rs. 1000000000/- consisting of100000000 Equity shares of Rs. 10/- each. The Issued Subscribed and paid up capitalwas Rs. 894209580/-consisting of 89420958 Equity shares of Rs. 10/- each.
6. Statutory Auditor :
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed thereafter M/s Agarwal Desai & Shah(Firm Registration No: 124850W)Chartered Accountants were appointed as Statutory Auditor of the company from theconclusion of the 28thAGM held on 30th September 2015 till theconclusion of the 33rdAGM subject to ratification of their appointment ofevery AGM. Thus appropriate resolution for ratification of appointment of StatutoryAuditor shall be put across to the members for their approval in forthcoming AGM.
7. Statutory Auditor's Report:
The Auditors' Report does not contain any qualification reservation or adverse remarkand the Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
8. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed Ms. NomitaVerma Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the year ended 31stMarch2017.
9. Secretarial Auditor's Report:
The Secretarial Audit Report is annexed as "Annexure I" to this AnnualReport. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer
10. Internal Auditor:
Pursuant to section 138(1) read with the Company (Accounts) Rules 2014 M/s.TejasNadkarni& Associates Practicing Chartered Accountants is appointed as theInternal Auditor of the Company under whole-time employment. To maintain his objectivityand independence the Internal Auditor reports to the Chairman of the Audit Committee.
The Internal Auditor monitors and evaluated the efficiency and adequacy of internalcontrol systems of your company its compliance with accounting procedures and policies ofyour Company. Based on the report of Internal Audit the management undertakes correctiveaction and thereby strengthens controls.
11. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
The Company has not declared dividend in the past. Hence there is no UnclaimedDividend to be transferred to the Investor Education and Protection Fund.
12. Management's Discussion and Analysis:
The Management's Discussion and Analysis Report for the year under review as stipulatesunder Clause 49 of the Listing Agreement with Stock Exchanges in India is presented in aseparate section forming part of the Annual Report.
13. Subsidiaries J oint Ventures and Associate Companies:
The Company has no Subsidiary Joint Venture or Associates Companies during the yearreview and hence no information required to be furnished as per the provisions of Rule8(5) (iv) of the Companies (Accounts) Rules 2014.
14. Directors Responsibility Statement:
The Board of Directors acknowledge the responsibility for ensuing compliances with theprovisions of Section 134(5) of the Companies Act 2013 in the preparation of annualaccounts for twelve months period ended on 31st March 2017 and state that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) 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 at the end of the financial year and ofthe profit and loss of the Company for that period;
c) 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;
d) The annual accounts have been prepared on a going concern basis;
e) Internal financial controls to be followed by the Company have been laid down andthat such internal financial controls are adequate and were operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.
15. Corporate Governance:
The Corporate GovernanceReport forms part of this Annual Report and also containscertain disclosures required under the Companies Act 2013.
16. Particulars of Contracts and Arrangements with Related Parties :
The Company during the financial year under review has not entered into anytransactions with any related party as defined under section 2(76) of the Companies Act2013 read with the Companies (Specification and Definitions Details) Rules 2014 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. There were no relatedparty transactions made by the Company during the year with Promoters Directors KeyManagerial Personnel or other designated persons which may have potential conflicts withthe interest of the Company at large.
17. Corporate Social Responsibility:
The Conditions prescribed in the Section 135 of the Companies Act2013 requiring aCompany to constitute a Corporate Social Responsibility Committee are not applicable toyour company. The Board of Directors periodically reviews the applicability of CSR rulesto the Company.
18. Directors and Key Managerial Personnel:
The management of your Company has a healthy mix of youth and experienced individualswith a very strong Board of Directors to guide the business. Mr. Dhiren Negandhi theManaging Director and Jayesh Shah the Chief Financial Officer of the Company are KeyManagerial Personnel of the Company.
19. Number Of Meetings Of The Board:
During the Financial Year under review the Board met nine times as against theminimum requirement of four meetings during the financial year ended 31st March 2017. TheBoard meetings were held on following dates: (1) 28th May 2016 (2)15thJuly 2016 (3)13th August 2016 (4)31thAugust 2016 (5) 1st October2016 (6) 21st October. 2016 (7) 14th November 2016 (8)3rdJanuary 2017 (9)14th February 2017.All the Directors actively participated in themeeting. The details thereof are given in Corporate Governance Report which forms a partof this Annual Report.
20. Declaration given by Independent Directors:
The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act 2013.
21. Nomination & Remuneration Policy:
A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 of Companies Act 2013. TheNomination and Remuneration Committee recommendstheNomination and Remuneration policy ofthe Company to the Board and the same is adopted and implemented by the Board with orwithout modifications. The Nomination and Remuneration Policy guides the management in thematters relating to directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters and to frame proper systems for identification appointment of Director's &KMPs Payment of Remuneration to them and Evaluation of their performance. The policy isalso posted in the investors section of the company's website. The Nomination andRemuneration Policy isannexed as "Annexure II" to this Annual Report
22. Statement Indicating development & implementation of risk management policy:
Your Company has a well-defined risk management framework in place.The Company hasdeveloped and implementing a risk management policy which includes the identificationtherein of elements of risk which in the opinion of the board may threaten the existenceof the Company.
The Company has constituted a Risk Management Committee of the Board which isauthorized to monitor and review risk management plan. The Committee is also empoweredinter alia to review and recommend to the Board the Modifications to the Risk ManagementPolicy.
23. Board and Director Evaluation and criteria for evaluation:
During the year the Board has carried out an annual evaluation of its own performanceperformance of Directors and that of its committees.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors. The criteria for Board Evaluation include inter alia degree offulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.
Criteria for evaluation of individual Directors include aspects such as attendance andcontribution at Board/ Committee Meetings and guidance/ support to the management outsideBoard/ Committee Meetings.
Criteria for evaluation of the Committees of the Board include degree of fulfillment ofkey responsibilities adequacy of Committee composition and effectiveness of meetings.
The procedure followed for the performance evaluation of the Board Committees andDirectors is detailed in the Directors' Report.
24. Material Changes and Commitments:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.
25. Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo:
Your Company's operations do not involve any manufacturing or processing activities.The information on conservation of energy technology absorption foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is enclosed as "Annexure III" to thisReport.
26. Particulars of Loans Guarantees security and acquisition under Section 186 of theCompanies Act 2013:
Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at the end of the Financial Year2016-17 are part of the audited financial statements.
27. Particulars of Employees and related disclosures :
The information required pursuant to Section 197(12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached as "Annexure IV"which forms part of this report.
28. Extract of Annual Return:
Pursuant to the requirement under section 92(3) and Section 134(3) of the Act read withRule 12 of Companies (Management and Administration) Rules 2014 an extract of AnnualReturn as on 31stMarch 2017 in prescribed Form MGT-9 is appended as "AnnexureV" to this Report.
29. Disclosure on Deposit under chapter V:
During the year your Company has not accepted any deposit within the meaning of theprovisions of Section 73 of the Companies Act 2013.
30. Disclosure of Composition of Audit Committee and providing Vigil Mechanism:
The Composition of the Audit Committee of the Board of Directors along with compositionof other Committees is stated in the Corporate Governance Report.
Pursuant to Section 177(9) and (10) of the Companies Act 2013 your Company hasWhistle Blower Policy for Directors and Employees to report to the Audit Committee aboutthe unethical behavior fraud or violation of Company's code of conduct. The mechanismprovides for adequate safeguards against victimization of employees and Directors who usethe vigil mechanism. The vigil mechanism is overseen by the Audit Committee.
31. Significant and Material Orders Passed By the Regulators or Courts:
The Company has not received any significant or material orders passed by anyregulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.
Your Directors wish to place on their sincere appreciation to the Bankers of theCompany Company's customers vendors and investors for their continued support during theyear.
The Directors also wish to place on record their continued appreciation for thededication and contribution made by employees at all levels and look forward to theirsupport in future as well.
| ||By order of the Board of Directors |
| ||Arnav Corporation Limited |
| ||Sd/- |
| ||Dhiren Negandhi |
|Date: September 05 2017 ||Chairman & MD |
|Place: Mumbai. ||DIN: 03385812 |