The Directors of your Company have pleasure in presenting Annual Report together withthe Audited Accounts and Auditors' Report for the year ended 31st March 2017.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st March 2017 is assummarized below:-
|Particulars ||Year ended ||Year ended |
| ||31.03.2017 ||31.03.2016 |
|Gross Turnover ||375280408 ||258501560 |
|Profit/(loss) before Taxation ||1746399 ||8596544 |
|Less: Provision for Taxation ||472728 ||2065795 |
|Add: Provision for Deferred Tax Assets ||1749 ||12813 |
|Profit/(loss) after Taxation ||1275420 ||6543562 |
|Less: Provision Against Standard Assets ||867507 ||983387 |
|Less : Transferred to Reserve Fund 45-1C ||254734 ||1308712 |
|Add: Balance brought forward from previous year ||18707694 ||14456231 |
|Less: Proposed Dividend ||NIL ||NIL |
|Less: Dividend Tax ||NIL ||NIL |
|Balance carried to Balance Sheet ||18860873 ||18707694 |
2. Dividend :-
The Board of Directors do not recommend any dividend for the financial year 2016-17under report.
3. State of the Company's Affairs:-
The gross turnover for the financial year 2017 at Rs. 3752.81 Lakhs and last year 2016it was Rs. 2585.01 Lakhs. The Profit before tax for FY 2017 was Rs. 17.46 Lakhs against asRs. 85.96 Lakhs in FY-2016. The Profit after tax for FY 2017 was Rs. 12.75 Lakhs comparedas Rs. 65.44 Lakhs in FY-2016.This has come due to company's health interest marginsoperating efficiencies and prudent 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.
Mr. Mahendraprasad Mallawat retires by rotation at the ensuing Annual General Meetingand being eligible offer himself for re-appointment.
Mr. Mohandas Dasari (DIN: 05105936) was appointed as an Additional Director with effectfrom 10th August 2017. He holds the office of Additional Director upto the ensuing AnnualGeneral Meeting. The Board wants to appoint him as an executive director from the samedate for a period of 3 years. He is a master in Economics. He was General Manager inReserve Bank of India for 7 Years.
The resolution seeking approval of the members for the appointment of Mr. MohandasDasari have been incorporated in the notice of the forthcoming annual general meeting ofthe Company along with brief details about them.
During the year under review Mr. Prasenjit Goswami resigned as Whole Time Director onthe Board of the Company with effect from 18th June 2016 and Mr. Dinesh Kumar Guptaresigned as Independent Director on the board of the Company with effect from 12th August2016 due to their personal reasons.
The Board places on record its appreciation for the services rendered by Mr. PrasenjitGoswami and Mr. Dinesh Kumar Gupta during their tenure.
Pursuant to Sections 149 of the Companies Act 2013 Mr. GajananUttamraoMante and Mr.Sopan Vishwanathrao Kshirsagar have been appointed as Independent Directors for a periodof five years till 31st March 2019 at the annual general meeting held on 29th September2014.
The Company has familiarized the Independent Directors with the Company their rolesresponsibilities in the Company nature of industry in which the Company operatesbusiness model of the Company etc. The details of the familiarization programme areavailable on the website of the Company at http:// www.arnoldholdings.in. /investorrelations/ Familiarisation_Programme_for_Independent_Directors.pdf.
Mr. GajananUttamraoMante and Mr. Sopan Vishwanathrao Kshirsagar who are independentdirectors have submitted a declaration that each of them meets the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the Listing Regulations. Further all the Directors meet the Fit and Propercriteria as per the policy of the Company and as stipulated by RBI pursuant to the revisedregulatory framework notified during the year. The terms and conditions of appointment ofIndependent Director is also available on the website of the Company at http://www.arnoldholdings.in./Management/ Appointment of Independent Directors.pdf.
The Directors of the Company have affirmed compliance with the Code of Conduct of theCompany.
In the opinion of the Board the independent directors possess appropriate balance ofskills experience and knowledge as required.
The brief note on Director retiring by rotation and eligible for re- appointment aswell as Independent Directors and re-appointment of Whole Time Director 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. Mahendraprasad Mallawat Whole Time Director Mrs. CA. Gazala Kolsawala Whole Time Director
Mrs. Soniya Agarwal 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 thepreparation of the accounts for the financial year ended 31st March 2017 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; 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 theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; iv)That the Directors have prepared the annual accounts for the financial year ended 31stMarch 2017 on a going concern basis. v) The directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. vi) The directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
7. 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.
8. Subsidiary Company:
The Company does not have any subsidiaries during the year.
9. Meeting of the Board and committees thereof:
Seven meetings of the Board were held during the year the details of which aredisclosed in the Report on Corporate Governance forming part of the Annual Report of theCompany.
The Company has constituted an Audit Committee comprising of Independent Directors. Thecomposition terms of reference and details of meeting held during the year are disclosedin the Report on Corporate Governance. Four meetings of the Audit Committee were heldduring the year.
Stakeholders Relationship Committee:
The Committee met four times during the year. The composition terms of reference anddetails of meeting held during the year are disclosed in the Report on CorporateGovernance.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee recommends to the Board the suitability ofcandidates for appointment as Director/Managing Director and Key Managerial Personnel andthe remuneration packages payable to them. The Nomination and Remuneration Committee metthree times during the year. The composition terms of reference and details of meetingheld during the year are disclosed in the Report on Corporate Governance.
10. Internal financial control systems and their adequacy:-
The Internal Financial Controls with reference to financial Statements as designed andimplemented by the company are adequate. During the year under review no material orserious observations has been received from the Auditors of the company for inefficiencyor inadequacy of such controls. The details in respect of internal financial control andtheir adequacy are included in the Management Discussion & analysis which forms partof this report.
11. Auditors & Auditors Report
The statutory auditors of the company M/S Amit Ray & CO ( Firm Registration No.000483C) Chartered Accountants retire at the conclusion of this Annual General Meetingof the company and being eligible for 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.
12. Management's Discussion and Analysis Report:-
The Management's Discussion and Analysis Report (Annexure I) forms an integral part ofthis report and gives detail of the overview industry structure an developmentsdifferent product groups of the company operational performance of its various businesssegments.
13. Corporate Governance:-
As Per the requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has complied with the requirements of Corporate Governancein all material aspects.
A report on Corporate Governance (Annexure-II) together with a certificate of itscompliance from a Practicing Company secretary forms part of this report.
14. Secretarial Auditor report:
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 hasappointed M/s. S Pardeshi & Associates (CP No. 8485) to conduct Secretarial Audit forthe financial year 2016-17.
Secretarial Audit report issued by M/s. S Pardeshi & Associates CompanySecretaries in Form MR-3 forms part of this report Annexure-III.
The said report doesn't contain any observation or qualification requiring explanationor adverse remarks.
15. 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.
16. 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 as defined under SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015.
The Board has approved a policy for related party transactions which has been uploadedon the website of the Company www.arnoldholdings.in.
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) Rules2014 is furnished as Annexure IV to this report.
Disclosure of Related Party/ Related Party Transactions:
a) Key Managerial Persons:
Mr. Mahendraprasad Mallawat
Mr. Gajanan UttamraoMante
Dr. Sopan Vishwanathrao Kshirsagar
Mrs. CA. Gazala Kolsawala
Mrs. Soniya Agarwal
b) Details of transactions:
|Director's remuneration: - ||Mr. Mahendraprasad Mallawat Rs. 5 62900/- |
| ||Mrs. CA. Gazala Kolsawala Rs. 44 400/- |
|Detail of Salary: ||Mrs. Soniya Agarwal Rs. 3 26000/- |
17. RBI guidelines:
The Company is registered as Non deposit taking Company systemically important NonBanking Finance Company with RBI. Accordingly during the year the Company has not acceptedany deposits from the public and there were no deposits which become due for repayment orrenewal. The Company has complied with and continues to comply with all applicable LawsRules Circulars Regulations norms and standards laid down by the Reserve Bank of India(RBI) during the Financial Year 2016-2017.
18. 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 (SS1) and GeneralMeetings (SS2) to be effective from 1 July 2015. The Company is complying with thesame.
19. 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.
20. Particulars of Employees:-
None of the employees were in the category of the limits specified Section 197 of theAct read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
21. 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 outstanding as on the date ofthe balance sheet.
22. Vigil Mechanism/Whistle Blower Policy:-
The Company has formulated and established a Vigil Mechanism named Whistle BlowerPolicy to deal with instances of fraud and mismanagement and to enable Directors andEmployees to report genuine concerns about unethical behavior actual or suspected fraudor violation of Code of Conduct. The details of the same are explained in the Report onCorporate Governance. The Whistle Blower Policy may be accessed on the Company's websiteat http://www.arnoldholdings.in/investor relations/Policies/ Whistle_Blower_Policy.pdf.
23. Conservation of energy technology absorption and foreign exchange earnings andoutgo:-
The particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo required to be furnished pursuant to Section 134 of theCompanies 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 |
24. 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 year2017-2018 and she is being eligible for re-appointment.
25. 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.
26. Policy for Prevention Prohibition and Redressal of Sexual Harassment at Workplace:
The Company has in place a Policy for Prevention Prohibition and Redressal of SexualHarassment at Work Place. Appropriate reporting mechanisms are in place for ensuringprotection against Sexual Harassment and the right to work with dignity. During the yearunder review the Company has not received any complaints in this regard.
27. 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.
28. 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. Material Changes and Commitments:
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which these financialstatements relate and the date of this Report.
The Directors express their sincere gratitude to the Reserve Bank of India Securitiesand Exchange Board of India BSE Limited Ministry of Finance Ministry of CorporateAffairs Registrar of Companies other government and regulatory authorities lendersfinancial institutions and the Company's bankers for the ongoing support extended by them.
The Directors also place on record their sincere appreciation for the continued supportextended by all the stakeholders and trust reposed by them in your Company. The Directorssincerely appreciate the commitment displayed by the employees of the Company andresulting in successful performance during the year.
|On behalf of the Board of Directors || |
|For Arnold Holdings Limited ||For Arnold Holdings Limited |
|Mahendraprasad Mallawat ||Gazala Kolsawala |
|Whole Time Director ||Whole-Time Director |
|DIN - 00720282 ||DIN - 07133943 |
|Place : Mumbai || |
|Date : 30th May 2017 || |