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Airan Ltd.

BSE: 538410 Sector: IT
NSE: AIRAN ISIN Code: INE645W01026
BSE 05:30 | 01 Jan Airan Ltd
NSE 00:00 | 19 Feb 12.30 0.05






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Airan Ltd. (AIRAN) - Director Report

Company director report

Board's Report


The members of Airan Limited

Your Directors delightfully present the 23rd Annual Report on the businessand operation of the Company together with the Audited Financial Accounts for the yearended March 312018.

1. Financial Highlights

Financial results of your Company for the year ended March 312018 are summarizedbelow.

(Rs. in lacs)



2017-18 2016-17
Turnover 3591.92 3082.23
Profit/(Loss) before taxation 629.37 311.12
Less: Tax Expense 166 81.17
Profit/(Loss) after tax 463.37 229.94

2. State of Company's Financial Affair

The total income of the Company for the year ended 31st March 2018 was Rs. 3591.92Lacs as against the total income of Rs. 3082.23 Lacs for the previous year ended 31stMarch 2017.

The Company has earned a Net Profit after Tax of Rs. 463.37 Lacs for the year underreview as compared to Net Profit of Rs. 229.94 Lacs in the previous year.

3. Nature of Business

Banking Transaction Processing Services

Payment Banks

IT and IT Enabled Services

Document Management Services

Telecommunication Internet Service Provider

4. Change in the nature of business

During the year the Company has not changed its business.

5. Dividend

Your Directors are having a view of conserving the resources of company and for thatreason the directors are not recommending any dividend.

6. Reserves

The Board of the Company has decided to carry Rs. 6730.66 Lacs to the Reserves of theCompany.

7. Finance

Cash and cash equivalents as at March 31 2018 were Rs 92.41 Lacs. The Companycontinues to focus on judicious management of its working capital receivables andinventories. Other working capital parameters were kept under strict check throughcontinuous monitoring.

8. Share Capital

The Authorized share capital of the Company is Rs. 130000000/-(having Equity Sharesof 13000000 divided into Rs. 10/- each). Further the Paid up Capital of the Company isRs. 125020000/- (having Equity Shares of 12502000 divided into Rs. 10/- each).

9. Meetings

During the year Eight Board Meetings were convened and held and the intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

The dates on which the Board Meetings were held are as follows:

Date of Meeting

April 1 2017

April 7 2017

May 27 2017

June 19 2017

August 4 2017

November 11 2017

January 5 2018

February 15 2018

10. Details of Directors or Key Managerial Personnel Appointed or Resigned During theYear or Retirement by Rotation

Following Directors were appointed and resigned during the financial year 2017-2018

. Name of the). Directors Date of Appointments Date of Resignation
CA Ajit Gyanchand Jain June 192017 -
Mr. Jayesh Kanhaiyalal Jain February 152018 -
Mrs. Anju Pravinkumar Deora - February 152018

During the financial year 2017-2018 following Key Managerial Personnel resigned.

Name of the KMP Date of Resignation
Ms. Stuti Kinariwala Company Secretary & Compliance Officer February 15 2018

11. Details of Remuneration to Directors

The information relating to remuneration of Directors and details of the ratio of theremuneration of each Director to the median employee's remuneration and other details asrequired pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

12. Statement on the declaration by Independent Directors pursuant to section 149(6) ofthe Act.

The Company has recieved declaration from all independent directors of the company tothe effect that they meet criteria of independence as stipulated under section 149(7) ofthe Act and applicable regulations of LODR.

13. Annual Evaluation of the Board

Pursuant to the provisions of the Act and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual evaluation of its performance the Directors individually as well as theevaluation of the working of its Audit Stakeholders Relationship and Nomination &Remuneration Committees.

14. Audit Committee

The Board has constituted Audit Committee as required under Companies Act 2013. TheComposition of the Committee is as under:

Name Position in Category Committee
CA Siddharth Sampatji Dugar Chairman Independent Director
CA Ajit Gyanchand Jain Member Non Executive Director
Mrs.Bhoomika Aditya Gupta Member Independent Director
Mrs.Anshu Anand Chaudhary Member Independent Director

15. Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee as required underCompanies Act 2013.

The Composition of the Committee is as under:

Name Position in Committee
Mrs. Sarita Neeraj Aggarwal Chairman Non Executive Director
CA Ajit Gyanchand Jain Member Non Executive Director
CA Siddharth Sampatji Dugar Member Independent Director
Mrs. Bhoomika Aditya Gupta Member Independent Director

16. Stakeholder Relationship Committee

The Board has constituted Stakeholder Relationship Committee as required underSecurities Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations 2015 ("Regulations").

The Composition of the Committee is as under:

Name Position in Category Committee
CA Ajit Gyanchand Jain Chairman Non Executive Director
Mrs. Sarita Neeraj Aggarwal Member Non Executive Director
Mrs. Poonam S. Agrawal Member Executive Director
Mrs. Bhoomika Aditya Gupta Member Independent Director

17. Auditors:

Statutory Auditors

M/s. Deora Maheshwari & Co. Chartered Accountants Ahmedabad Firm RegistrationNumber 123009W Reappointed as Statutory Auditors of the Company to hold office until theconclusion of the upcoming Annual General Meeting subject to ratification of theappointment by the Members of the Company at every Annual General Meeting as per theprovisions of the Companies Act 2013 till the conclusion of forth coming Annual GeneralMeeting of the Company.

Secretarial Auditor

A Secretarial Audit Report given by KGS &Co Company Secretaries is annexed withthe report. The report is self- explanatory and do not call for any further comments.

18. Details of Subsidiaries Joint Venture or Associates

The Company has following subsidiaries & associates which are as follows;

1. Airan Network Private Limited. (Associate)

2. Airan Global Private Limited. (Subsidiary)

3. Airan Singapore Private Limited. (Subsidiary)

4. CQub Infosystems Private Limited. (Subsidiary)

19. Group Entities

Below mention are the details of Companies/Entities promoted by the promoters of ourCompany. No equity shares of our Group Companies are listed on any stock exchange and theyhave not made any public or rights issue of securities in the preceding three years.

Our Group Entities include:

1. Airan Network Private Limited.

2. Airan Global Private Limited.

3. Airan Singapore Private Limited.

4. CQub Infosystems Private Limited.

20. Details of significant and material orders passed by the regulators or courts ortribunals.

There were no such orders passed.

21. Deposits from Public

The Company has not accepted any Deposits within the ambit of Section 73 of theCompanies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.

22. Particulars of Contracts or Arrangements with Related Parties:

All transactions entered into with the related parties as defined under the CompaniesAct 2013 during the financial year were in the ordinary course of business and on arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company andhence enclosing of form AOC- 2 is not required Suitable disclosure as required by theAccounting Standards (AS 18) has been made in the notes tothe Financial Statements.

23. Particulars of Employees

There are no employees drawing remuneration in excess of the limits prescribed underRule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014.1nformation as required under the provisions of Rules 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are set outin Directors' Report.

24. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of theCompany from the financial year ended 31st March 2018 to the date of signing of theDirector's Report.

25. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

26. Listing with Stock Exchanges

At present the equity shares of the Company are listed on the Emerge-the SME GrowthPlatform of National Stock Exchange at Mumbai. The Company confirmed it has paid AnnualListing Fees due to the National Stock Exchange for the year 2018-19.

27. Corporate Governance.

Your Company has been practicing the principles of good corporate governance. Adetailed report on corporate governance is available in annual report.

28. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992read with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time totime the Code of Conduct for prevention of insider trading and the Code for CorporateDisclosures ("Code") as approved by the Board from time to time are in forceby the Company.

29. Depository System

As the Members are aware your Company's shares are trade-able compulsorily inelectronic form and your Company has established connectivity with both NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). In view of the numerous advantages offered by the depository system the membersare requested to avail the facility of Dematerialization of the Company's shares on NSDL& CDSL. The ISIN allotted to the Company's Equity shares is INE645W01018.

30. Extract of Annual Return

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rulel2 of Companies (Management and Administration) Rules 2014and the same is enclosed in Annual Report.

31. Directors' Responsibility Statement

Pursuant to the Provisions of Section 134 of the Companies Act 2013 the Director'sstates that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(b) 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 and fair view of the state of affairs of the Company as at March 312018 andStatement of Profit of the Company for that period;

(c) The Directors have 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 Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal controls are adequate and were operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

32. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (Regulations) is disclosed separately in the current Annual Report.

33. Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo.

The Company is associated with Service industry so there was no such electricityconsumption. The Company has taken due care for technology absorption.

Further there were no foriegn exchange earnings & outgo during the year.

34. Acknowledgments

The Directors would like to thank all the Stakeholders including FinancialInstitutions Banks Government Authorities Power Utilities Regulators CustomersVendors and Members for their continued support to the Company.

Your Directors also wish to place on record their deep sense of appreciation for theexcellent services of the employees at all levels and all other associated with theCompany.

Date: June 23 2018
Place: Ahmedabad
Sandeepkumar V. Agrawal Poonam S. Agrawal
Managing Director Executive Director
DIN :02566480 DIN :01712128