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Arnold Holdings Ltd.

BSE: 537069 Sector: Financials
NSE: N.A. ISIN Code: INE185K01028
BSE LIVE 13:29 | 28 Mar 7.84 -0.13






NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 8.10
VOLUME 138898
52-Week high 17.20
52-Week low 5.75
Mkt Cap.(Rs cr) 117.91
Buy Price 7.74
Buy Qty 80.00
Sell Price 7.84
Sell Qty 179.00
OPEN 8.10
CLOSE 7.97
VOLUME 138898
52-Week high 17.20
52-Week low 5.75
Mkt Cap.(Rs cr) 117.91
Buy Price 7.74
Buy Qty 80.00
Sell Price 7.84
Sell Qty 179.00

Arnold Holdings Ltd. (ARNOLDHOLDINGS) - Director Report

Company director report

Dear Members/

The Directors of your Company have pleasure in presenting Annual Report together withthe Audited Accounts and Auditors' Report for the year ended 31st March 2015.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March 2015is as summarized below:- (In Rs.)

Particulars Year ended Year ended
31.03.2015 31.03.2014
Gross Turnover 328639968 91545980
Profit/(loss) before Taxation 12319438 11452925
Less: Provision for Taxation 2116807 1954260
Add: Provision for Deferred Tax Assets 11362 10407
Profit/(loss) after Taxation 10213993 9509072
Less: Provision Against Standard Assets 1003870 1018259
Less : Transferred to Reserve Fund 45-1C 2051820 1862090
Add: Balance brought forward from previous year 10210817 6494983
Less: Proposed Dividend 2506250 2506250
Less: Dividend Tax 406639 406639
Balance carried to Balance Sheet 14456231 10210817

2. Dividend:-

Your Directors are pleased to recommend for approval of Shareholders a maiden dividendof Rs.

0.10 per share (i.e. 5%) on Equity Shares of the face value of Rs. 2/- each.

3. State of the Company's Affairs:-

The gross turnover for the financial year 2015 at Rs. 3286.40 Lakhs and last year 2014it was Rs. 915.46 Lakhs.The Profit before tax for FY 2015 was Rs. 123.19 Lakhs against asRs. 114.53 Lakhs in

FY-2014an increase of 7.57% over the previous year. The Profit after tax for FY 2015was Rs. 102.14 Lakhs compared as Rs. 95.09 Lakhs in FY-2014 an increase of 7.41% over theprevious year.

This has come due to company's health interest margins operating efficiencies andprudent risk management.

The Company's current provisioning standards are more stringent than Reserve Bank ofIndia (RBI) prudential norms. In line with its conservative approach the Companycontinues to strengthen its provisioning norms beyond the RBI regulation by acceleratingthe provisioning to an early stage of delinquencies based on the past experience andemerging trends.

4. Directors:-

Pursuant to Sections 149 of the Companies Act 2013 Mr. Dinesh Kumar Gupta Mr.GajananUttamraoMante and Mr. SopanVishwanathraoKshirsagar have been appointed asIndependent Directors for a period of five years till 31st March 2019 at theannual general meeting held on 29th September 2014.

Mr. Dinesh Kumar Gupta Mr. GajananUttamraoMante and Mr. SopanVishwanathrao who areindependent directors have submitted a declaration that each of them meets the criteriaof independence as provided in Section 149(6) of the Companies Act 2013 and there hasbeen no change in the circumstances which may affect their status as independent directorduring the year.

In the opinion of the Board the independent directors possess appropriate balance ofskills experience and knowledge as required.

Mrs. CA. GazalaKolsawala was appointed as an Additional Director with effect from 25thMarch 2015. The Board has appointed her as an executive director from the same date for aperiod of 3 years. She is a Chartered Accountant (Membership no: 047323) having 20 yearsof experience in finance taxation compliance audits. She is a woman who is resultoriented and the Company will be benefitted from her great potential in tire above fields.

The resolution seeking approval of the members for the appointment of Mrs. CA GazalaKolsawala have been incorporated in the notice of the forthcoming annual general meetingof the Company along with brief details about them.

The brief note on Director retiring by rotation and eligible for re- appointment aswell as Independent Directors and Additional Director being appointed is being furnishedin the Report on Corporate Governance.

5. Key Managerial Personnel

During the year under the report the Company has appointed following persons as KeyManagerial Personnel.

Mr. MahendraprasadMallawat - Whole Time Director
Mr. PrasenjitGoswami-Whole Time Director
Mrs. CA. GazalaKolsawala-Whole Time Director
Mrs. SoniyaAgarwal - Company Secretary and Compliance Officer.

6. Directors/ Responsibility Statement:-

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to

Directors Responsibility Statement it is hereby confirmed:-

i) That in the preparation of the accounts for the financial year ended 31stMarch 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

iii) That the Directors have 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) That the Directors have prepared the annual accounts for the financial year ended31st March 2015 on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

7. No. of Board Meetings

Eleven meetings of the Board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms the part of thisreport.

8. Board Evaluation

The Nomination and Remuneration Committees lays down the criteria for performanceevaluation of independent directors Board of Directors and Committees of the Board. Thecriteria for the performance evaluation is based on the various parameters like attendanceand participation at the meetings of the Board and Committees thereof contribution tostrategic decision making review of risk assessment and risk mitigation review offinancial statements business performance and contribution to the enhancement of brandimage of the Company.

The Board has carried out the evaluation of its own performance as well as that of theCommittees of the Board and all the Directors.

9. Policy on Director's Appointment and Remuneration and Other Details:

The Nomination and Remuneration Committees lays down the criteria for Director'sappointment and remuneration including criteria for determining qualification positiveattributes and independence of the Director. The following attributes/criteria forselection have been laid by the Board on the recommendation of the Committee:

• The candidate should posses the positive attributes such as LeadershipEntrepreneurship Business Advisor or such other attributes which in the opinion of theCommittee are in the interest of the Company.

• The candidate should be free from any disqualifications as provided underSection 164 and 167 of the Companies Act 2013.

• The candidate should meet the conditions of being independent as stipulatedunder the Companies Act 2013 and Listing Agreement entered into with Stock Exchanges incase of appointment of an independent director; and

• The candidate should posses appropriate educational qualification skillsexperience and knowledge in one or more fields of finance law management salesmarketing administration research corporate governance technical operationsinfrastructure medical social service professional teaching or such other areas ordisciplines which are relevant for the Company's business.

10. Internal financial control systems and their adequacy:-

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & analysis which forms part of this report.

11. Audit Committee

The details pertaining to composition of audit committee are included in the CorporateGovernance which forms the part of this report.

12. Auditors& Auditors Report

The statutory auditors of the company M/S JAIN PRADEEP & CO Chartered Accountantsretire at the conclusion of this Annual General Meeting of the company and being eligiblefor Re- Appointment offer them for reappointment.

The Company has received a letter from them to the effect that their re- appointmentif made would be within the limits prescribed under Section 141(3) (g) of the CompaniesAct 2013 and they are not disqualified for re- appointment.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

The Audit report does not contain any qualification reservations or adverse remarks.

13. Credit Ratings:

Due to economic environment the Company is under- going the process of acquiring thecredit rating owing to high capital adequacy strong promoter support and robust assetliability management.

Care Rating (the credit rating agency) is conducting the process of rating the Companyas these ratings indicate highest degree of safety with regard to timely payment ofinterest and principal.

14. Share Capital

During Financial Year 2014-2015 the Company has undergone the process of sub- divisionof share from Rs. 10/- per share to Rs. 2/- per share with effect from 18thApril 2015.

15. Management's Discussion and Analysis Report:-

A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management's Discussion and Analysis Report which formspart of this Report as Annexure I.

16. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities andExchange Board of India (SEBI) and have implemented all tire prescribed stipulations. Asrequired by Clause 49 of the Listing Agreement a detailed report on Corporate Governanceforms part of this Report. The Auditors' Certificate on compliance with CorporateGovernance requirements by the Company is attached with the Corporate Governance Report asAnnexure II.

17. Secretarial auditor report:

The secretarial report does not contain any qualification reservations or adverseremarks. Report of the Secretarial auditor is given as an Annexure III which forms thepart of this report.

18. Risk Management.

Pursuant to the Section 134 of the Companies Act 2013 the Company has constituted aRisk Management Committee. The details of the Committee and its terms of reference areprovided in the Report on Corporate Governance.

19. Particulars of Loans Guarantees and Investment.

The Company has not given any loans or guarantee or made any investments incontravention of the provisions of the Section 186 of the Companies Act 2013- The detailsof the loans and guarantees given and investments made by the Company are provided in thenotes to the financial statements.

20. Related Party Transactions.

All the related party transaction entered into during the financial year was not on thearm's length basis and were in the ordinary course of Company's business. The Company'shas not entered into any contracts arrangements or transaction with any related partywhich could be considered as material within the meaning of clause 49 of the listingagreement.

All the related party transactions are placed before the Audit Committee as well as theBoard for approval on the quarterly basis. Omnibus approval was also obtained from theAudit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standards AS- 18 are disclosed in the notesto the financial statements. Prescribed Form No. AOC- 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014is furnished as Annexure IV to this report

Disclosure of Related Party/ Related Party Transactions: a) Key Managerial Persons:

Mr. MahendraprasadMallawat

Mr. PrasenjitGoswami

Mr. Dinesh Kumar Gupta

Mr. GajananUttamraoMante

Dr. SopanVishwanathraoKshirsagar

Mrs. CA. GazalaKolsawala

Mrs. SoniyaAgarwal

b) Details of transactions:
Director's remuneration: - Mr. MahendraprasadMallawatRs. 5100 04/-
Mrs. CA. GazalaKolsawalaRs. 18000/-
Detail of Salary: Mrs. SoniyaAgarwalRs. 240800/-

21. RBI guidelines:

The Company is registered with RBI. The Company has complied with and continuestocomply with all applicable Laws Rules Circulars Regulations norms and standards laiddown by the Reserve Bank of India (RBI) during the Financial Year 2014-2015. In line withthe RBI guidelines

for asset liability management (ALM) system for NBFCs the Company has an AssetLiability Committee which meets monthly to review its ALM risks and opportunities.

22. Secretarial standards of ICSI:

The Institute of Company Secretaries of India (ICSI) has on 23 April 2015 notified theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) to be effective from 1 July 2015. The Company is complying with the same.

23. Extract of Annual Report:

In accordance with the requirements of Section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in Form MGT- 9 is furnished as Annexure V to this report.

24. Particulates of Employees:-

None of the employees were in tire category of the limits specified Section 197 of tireAct read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

25. Fixed Deposits:-

During the year under review the Company has not accepted any deposits as such noamount of principal or interest on deposits from public was outs tan ding as on the dateof the balance sheet.

26. Conservation of energy technology absorption and foreign exchange earnings andoutgo:- The particulars relating to conservation of energy technology absorption andforeign exchange earnings and outgo required to be furnished pursuant to Section 134 ofthe Companies Act 2013 read with Companies (Disclosures of Particulars in the Report ofBoard of Directors) Rules 1988 are as under:

(i) Part A and B of the Rules pertaining to conservation of energy and technologyabsorption are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil
Foreign Exchange Used - Rs. Nil

27. Appointment of Internal Auditor

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rule 2014 Mrs. Soniya Agarwal who is the Company Secretary and compliance officer of theCompany

has been appointed has the internal auditor of the Company for the financial year2015-2016 and she is being eligible for re- appointment.

28. Human Resources:

The Company recognizes people as its most valuable asset and it has built an opentransparent and meritocratic culture to nurture this asset. The Company has a planningtool that provides an integrated means of identifying selecting developing and retainingtop talent within the organization. Focus on Behavioral and Leadership traits throughLearning & Development interventions job rotation is planned for the employees whoconstitute the Talent Pool.

29. Business Development:

During the year the Business Development Group ("BDG") initiatedopportunities and harnessed its extensive relationship network within and outside theCompany to benefit the business.

30. Regulatory Action:

There are no significant and material orders passed by the regulators or courts ortribunal impacting the going concern status and operation of the Company in future.

29. Acknowledgments:-

Your Directors acknowledge the support and owe a debt of gratitude to the ShareholdersInvestors & Bankers. Your Directors are also thankful to its clients for theircontinued faith and support reposed in us. Last but not the least your Directors placeson record their sense of appreciation of the valuable contribution made by the employeesof the Company.

On behalf of the Board of Directors

For Arnold Holdings Limited For Arnold Holdings Limited

Mahendraprasad Mallawat GazalaKoIsawala
Whole time Director Director
DIN- 00720282 DIN: 07133943
Date: 29th day of May 2015