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Arnold Holdings Ltd.

BSE: 537069 Sector: Financials
NSE: N.A. ISIN Code: INE185K01028
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OPEN 7.00
CLOSE 7.00
VOLUME 162164
52-Week high
52-Week low
P/E 49.86
Mkt Cap.(Rs cr) 105
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 2016.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March 2016 is assummarized below:-

(in Rs.)

Particulars Year ended Year ended
31.03.2016 31.03.2015
Gross Turnover 258501560 328639968
Profit/(loss) before Taxation 8596544 12319438
Less: Provision for Taxation 2065795 2116807
Add: Provision for Deferred Tax Assets 12813 11362
Profit/(loss) after Taxation 6543562 10213993
Less: Provision Against Standard Assets 983387 1003870
Less : Transferred to Reserve Fund 45-1C 1308712 2051820
Add: Balance brought forward from previous year 14456231 10210817
Less: Proposed Dividend NIL 2506250
Less: Dividend Tax NIL 406639
Balance carried to Balance Sheet 18707694 14456231

2. Dividend :-

The Board of Directors do not recommend any dividend for the financial year 2015-16under report.

3. State of the Company’s Affairs:-

The gross turnover for the financial year 2016 at Rs. 2585.02 Lakhs and last year 2015it was Rs. 3286.40 Lakhs. The Profit before tax for FY 2016 was Rs. 85.96 Lakhs against asRs. 123.19 Lakhs in FY-2015. The Profit after tax for FY 2016 was Rs. 65.44 Lakhs comparedas Rs. 102.14 Lakhs in FY-2014.This has come due to company’s health interestmargins operating efficiencies and prudent risk management.

The Company’s current provisioning standards are more stringent than Reserve Bankof India (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:-

Mrs. Gazala Kolsawala retires by rotation at the ensuing Annual General Meeting andbeing eligible offer herself for re-appointment.

Mr. Mahendraprasad N. Mallawat is being re-appointed as the Whole Time Director of theCompany for a further Period of 5 years with effect from 12th August 2016 and thenecessary resolution In this regard is being proposed at the ensuing Annual GeneralMeeting for the approval of the Members.

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

Mr. Dinesh Kumar Gupta Mr. GajananUttamraoMante and Mr. Sopan Vishwanathrao 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 an independentdirector during the year.

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 Mr. Prasenjit Goswami–WholeTime 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 the preparation of the accounts for the financial year ended 31st March2016 the applicable accounting standards have been followed along with proper explanationrelating 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 2016 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

Five 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. Subsidiary Company:

The Company does not have any subsidiaries during the year.

11. Familiarisation Program for Independent Directors:

Details of the familiarization program for independent directors are disclosed on thewebsite of the Company

12. Meeting of the Board and committees thereof:

The information has been furnished under report on Corporate Governance which isannexed.

13. 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.

14. Audit Committee

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

15. Auditors& Auditors Report

The statutory auditors M/S JAIN PRADEEP & CO Chartered Accountants (FirmRegistration No. 315109E) have intimated their unwillingness to be reappointed as theAuditors of the Company.

This change is in order to uphold the principles of governance and recognition of theregulatory changes in India. In view of the above the Audit committee has considered thequalifications and experience of M/s. Amit Ray & Co. Chartered Accountants (FRN000483C) and proposed them as Statutory Auditors and has recommend their appointments.

The Board of Directors has also considered the matter and recommends the passing ofordinary resolution appointing M/s. Amit Ray & Co. Chartered Accountants StatutoryAuditors in place of the Retiring Auditors M/s. Jain Pradeep & Co. CharteredAccountants.

The Board places on record its appreciation for the contribution of M/s. Jain Pradeep& Co. Chartered Accountants and retiring Auditors during their long association withthe company.

16. Management’s Discussion and Analysis Report:-

The Management’s Discussion and Analysis Report (Annexure I) forms an integralpart of this report and gives detail of the overview industry structure an developmentsdifferent product groups of the company operational performance of its various businesssegments.

17. 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.

18. 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 2015-16.

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 requiringexplanation or adverse remarks.

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. TheCompany’s has not entered into any contracts arrangements or transaction with anyrelated party which could be considered as material as defined under SEBI (ListingObligations and Disclosure Requirements) Regulation 2015.

The Board has approved a policy for related party transactions which has been uploadedon the website of the Company

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. Prasenjit Goswami
Mr. Dinesh Kumar Gupta
Mr. GajananUttamraoMante
Dr. SopanVishwanathraoKshirsagar
Mrs. CA. Gazala Kolsawala
Mrs. Soniya Agarwal
b) Details of transactions:
Director’s remuneration: - Mr. Mahendraprasad Mallawat Rs. 5 63000/-
Mrs. CA. Gazala Kolsawala Rs. 3 87000/-
Detail of Salary: Mrs. Soniya Agarwal Rs. 2 70000/-

21. RBI guidelines:

The Company is registered with RBI. The Company has complied with and continues tocomply with all applicable Laws Rules Circulars Regulations norms and standards laiddown by the Reserve Bank of India (RBI) during the Financial Year 2015-2016. In line withthe RBI guidelines for asset liability management (ALM) system for NBFCs the Company hasan Asset Liability Committee which meets monthly to review its ALM risks andopportunities.

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 GeneralMeetings (SS–2) to be effective from 1 July 2015. The Company is complying with thesame.

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. 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.

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 outstanding as on the date ofthe balance sheet.

26. 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 pertainingto conservation of energy and technology absorption 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 year2016-2017 and she is being eligible for reappointment.

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.

31. 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 Gazala Kolsawala
Whole Time Director Whole-Time Director
DIN - 00720282 DIN - 07133943
Place : Kolkata
Date : 30th May 2016