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Arihant Capital Markets Ltd.

BSE: 511605 Sector: Financials
NSE: N.A. ISIN Code: INE420B01028
BSE 11:24 | 22 Oct 47.40 0.10
(0.21%)
OPEN

46.25

HIGH

47.40

LOW

46.25

NSE 05:30 | 01 Jan Arihant Capital Markets Ltd
OPEN 46.25
PREVIOUS CLOSE 47.30
VOLUME 673
52-Week high 73.20
52-Week low 38.75
P/E 6.25
Mkt Cap.(Rs cr) 99
Buy Price 47.35
Buy Qty 100.00
Sell Price 47.80
Sell Qty 10.00
OPEN 46.25
CLOSE 47.30
VOLUME 673
52-Week high 73.20
52-Week low 38.75
P/E 6.25
Mkt Cap.(Rs cr) 99
Buy Price 47.35
Buy Qty 100.00
Sell Price 47.80
Sell Qty 10.00

Arihant Capital Markets Ltd. (ARIHANTCAPITAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twenty Sixth BoardReport on the business and operations of your Company along with the Standalone andConsolidated Audited Financial Statements and accounts for the year ended 31 March 2018.

Financial Highlights

The following table gives the financial highlights of your company on astandalone and consolidated basis for the financial year 2017-2018 :

Standalone

Consolidated

Particulars

2017 - 2018

2016 - 2017

2017 - 2018

2016 - 2017

Gross Income

9426.99

7694.15

10244.41

8694.62

Profit Before Depreciation

2961.34

2322.87

3079.18

2588.90

Depreciation

92.82

75.77

99.15

83.59

Profit Before Tax

2868.52

2247.07

2980.03

2505.31

Provision for Taxation

865.27

756.05

913.20

836.79

Net Profit After Taxation

2003.25

1491.03

2066.83

1668.51

Balance of Profit and Loss a/c (b/f)

940.29

249.26

1205.87

588.60

Profit Available for Appropriation

2943.54

1740.29

3272.70

2257.12

Appropriations:
Transfer to General Reserve

1500.00

800.00

1585.00

1040.00

Transfer to Statutory Reserve

Nil

Nil

10.26

11.25

Dividend (inclusive of dividend tax)

173.51

0.00

187.96

0.00

Balance Carried to Balance Sheet

1270.03

940.29

1489.47

1205.87

Review of Operations

During the year under review the company has posted gross income of `9426.99 lacs (previous year ` 7694.15 lacs) on a standalone basis and a net profit aftertax for the year 2017-18 of ` 2003.25 Lacs compared to `1491.03 Lacs in the previousyear. On a consolidated basis during the year under review the company has posted grossincome of ` 10244.41 Lacs (previous year ` 8 694.62 Lacs). The consolidated net profitduring the same period stands at ` 2066.83 Lacs as compared to ` 1668.51 lacs in theprevious year.

A detailed note on the Company's operational and financial performanceis given in Management Discussion and Analysis (MDA) Report which is annexed to theDirectors' Report. The MDA report has been prepared in compliance with the terms ofRegulation 34(2) (e) of SEBI (LODR) 2015 with the BSE Ltd.

Transfer to General Reserves

The Company proposes to transfer `1500.00 Lacs to the general reservesout of the amount available for appropriations and an amount of `1270.03 Lacs areproposed to be retained in the Profit and LossAccount.

Share Capital

The paid up Equity Share Capital as at March 31 2018 stood at `10.41Crore. There has been no change in the capital structure of company during the year underreview.

Dividend

Your Directors are pleased to recommend the dividend ` 0.75 (15% pershare) on the Equity Shares of the Company for the financial year 2017-2018. The dividendpayout is subject to approval of member at the ensuing 26 Annual General Meeting.

Public Deposits

During the Financial Year 2017-18 under review The Company has neitherinvited nor accepted any public deposits within the meaning of section 73 & 74 of theCompaniesAct 2013 read with Companies (Acceptance or Deposit) Rules 2014.

Subsidiaries

As on 31 March 2018 Your Company had eight wholly owned subsidiaries.During the year the Board of Directors reviewed the business operations and financialperformance of the said Companies.

1. Arihant Futures and Commodities Limited. 2. Arihant Financial Services Limited. 3.Arihant Lifespace Infra Developers Limited. 4. Arihant Insurance Broking Services Limited.5. Arihant Financial Planners andAdvisors Pvt. Ltd. 6. Ahinsa Lifespace Infraheight Ltd.7. Arihant Housing Finance Corporation Limited. 8. Arihant Capital (IFSC) Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act2013 your Company has prepared Consolidated Financial Statements of your Company which isforming part of thisAnnual Report. Further a Statement containing salient features offinancial information of the Subsidiary Companies is disclosed in the prescribed formatAOC-1 pursuant to Section 129(3) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 is annexed with this Report. The Statement also provides detailsof performance and financial position of each of the Companies. The Company will provide acopy of separate annual accounts in respect of each of its subsidiary to any shareholderof the Company who asks for it

In accordance with the provisions of Section 136 of the Companies Act2013 the Audited Financial Statements the Consolidated Financial Statements and therelated information of the Company and the Audited Accounts of the Subsidiaries Companiesare available on our website i.e. www.arihantcapital.com.These documents shall also beavailable for inspection during the business hours i.e. between 10.00 A.M. to 6.00 P.M.on all working days (except Saturday and Sunday) at the Registered Office of the Company.In accordance with the accounting standard AS-21 the consolidated financial statementsare furnished herewith and form part this Annual Report.

Directors

In accordance with the provisions of Section 152 of the Companies Act2013 and the Articles of Association of the Company Mr. Pavan KumarVed who is due toretire by rotation at the forthcomingAnnual General Meeting and being eligible offershimself for reappointment. The Board recommends his re-appointment for the considerationof the members of the company at the ensuing Annual General Meeting. During the year therehas been no change with respect to key managerial personnel.

Independent Directors

All Independent Directors have given declarations that they meetcriteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 andRegulation 16 (1) (b) of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015.

As per requirement of Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 separate meeting ofthe independent directors (“Annual Independent Directors Meeting”) was convenedwhich reviewed the performance of the Board (as a whole) the non-independent directorsand the Chairman.

Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of directors key managerial personnel and senior managementof the company. This policy also lays down criteria for selection and appointment of Boardmembers.The details of this policy are explained in the Corporate Governance Report.During the year under review there has been no change in the policy.

Meetings of the Board and its Committees

The details of the meetings of the Board and Committees held during thefinancial year 2017-18 and composition and terms of reference of the Committees aredetailed in the Corporate Governance Report.

Particulars of Loans Guarantees or Investments by Company

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to FinancialStatements.

Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of Section 177 (9) & (10) of theCompanies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers)Rules 2014 and SEBI (LODR) Regulations 2015 the Company has in place aWhistle BlowerPolicy which provides for a vigil mechanism that encourages and supports its Directorsand employees to report instances of illegal activities unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It alsoprovides for adequate safeguards against victimization of persons who use this mechanismand direct access to the Chairman of the Audit Committee in exceptional cases.

During the year under review no protected disclosure concerning anyreportable matter in accordance with theVigil mechanism and Whistle Blower policy of theCompany was received by the Company.

TheWhistle Blower Policy has been posted on the website of the company www.arihantcapital.com.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the Section 123 & 125 of the Companies Act 2013 therelevant amounts which remained unpaid or unclaimed for a period of seven years from thedate they become due for payment have been transferred by the Company to the InvestorEducation and Protection Fund.

Conservation Of EnergyTechnologyAbsorption and Foreign ExchangeEarnings/ Outgo

In view of the nature of activities which are being carried on by theCompany Rules 8(3) A and B of the Companies (Accounts) Rules 2014 concerningconservation of energy and technology absorption respectively are not applicable to theCompany. The company has been continuously using technology in its operations; howeverefforts are made to further reduce energy consumption.

During the yearThe Company did not have any foreign exchange in flowand out ow.

Information as Per Rule 5(2) Of the Chapter Xiii the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

The information required Pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and forming part of the Board Report for the year ended31 March 2018.

Having regard to the provision of the first proviso to section 136 (1)of the Act and as advised the Annual Report excluding the aforesaid information is beingsent to the members of the Company.The said information is available for inspection by theMembers at the Registered Office of the Company during business hours and any memberinterested in obtaining such information may write to the company secretary and same willbe furnished on request.

Risk Management & Internal Financial Control and Its Adequacy

Company has an effective risk management framework for identifyingprioritizing and mitigating risks which may impact attainment of short and long termbusiness goals of your company. The risk management framework which is based on ourholding Company's risk management process is aligned with strategic planning deploymentand capital project evaluation process of the Company. The process aims to analyzeinternal and external environment and manage economic financial market operationalcompliance and sustainability risks and capitalizes opportunities of business success.

The Internal Financial control framework has been designed to providereasonable assurance with respect to recording and providing reliable financial andoperational information complying with applicable laws safeguarding assets fromunauthorized use executing transaction with proper authorization and ensuring complianceswith corporate policies.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant the provision of the actand the corporate governance requirement as prescribed by the Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirement Regulation 2015 (SEBIListing Regulation).

The performance of the board was evaluated by the board after seekinginputs from all the Directors on the basis of criteria such as board composition andstructure effectiveness of board processes information and functioning etc. as providedby the Guidance Note on Board Evaluation issued by the Securities and Exchange Board ofIndia.

The performance of the committee was evaluated by the Board afterseeking inputs from the committee members on the basis of criteria such as the compositionof the committee effectiveness of committee meetings etc.

The Board and the Nomination and remuneration Committee reviewed theperformance of individual director on the basis of criteria such as the contribution ofthe individual directors to the board and committee meeting like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingetc.

Director's Responsibility Statement

In pursuance of Section 134(3) (c) read with section 134(5) of theCompanies Act 2013 the Director's statement as an averment of their responsibility isas under:

(i) The Company has in the preparation of the annual accounts for theyear ended March 31 2018 followed the applicable accounting standards along with properexplanations relating to material departures if any.

(ii) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs as at 31 March 2018 and of theprofit or loss of the Company for the year ended on that date.

(iii) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompaniesAct 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts for the financialyear ended 31 March 2018 on a going concern basis.

(v) The Directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and areoperating effectively; and

(vi) That the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and those systems are adequate and operatingeffectively.

Auditors and Auditors Report

Your Company's Auditors M/s Dinesh Ajmera & Associates (FirmRegistration no. 011970C) were appointed at the last AGM tohold office until theconclusion of the 30 AGM.

As per the provisions of the Section 139 of the Act the appointment ofthe Statutory Auditors is required to be rati ed by the members at everyAGM of theCompany. Accordingly the recti cation of appointment of M/s DineshAjmera &AssociatesChartered Accountants as StatutoryAuditors of the Company is being placed before themembers in the ensuring AGM.

In terms of provisions of Section 139 of theAct M/s DineshAjmera&Associates have furnished a certificate that their appointment is within the limitsprescribed.

There are no qualifications reservations or adverse remarks made byStatutoryAuditors in their Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report covering the matterslisted in Clause 34(2) (e) of the SEBI (LODR) 2015 for the year under review is givenseparately in theAnnual Report.

Corporate Governance

Your Company is committed towards maintaining high standards ofGovernance. The Report on Corporate Governance as stipulated under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. A Certi cate fromPracticing Company Secretary con rming compliance to the corporate governance requirementsby the Company is attached to this report.

Policy on Disclosure of Material Events and Information

There have been no material changes and commitments if any affectingthe financial position of the Company which have occurred between the end of the FinancialYear of the Company to which the Financial Statements relate and the date of the report.

Corporate Social Responsibility

Your Company is committed to improve the quality of life of thecommunities in its focus areas through long term value creation for all its Stakeholdersthrough its various Corporate Social Responsibility (CSR) initiatives.

Brief details on various focus areas of interventions are part of theAnnual Report on CSR activities annexed to this report as Annexure-C in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.Thepolicy adopted by the Company can be viewed at website of the Company.

Extract of Annual Return

As provide under Section 92(3) of the act the extract of the Annualreturn is given in Annexure-A in the prescribed Form MGT-9 which is a part of thisreport.

Secretarial Auditor

The Board appointed M/s Ajit Jain & Co. Practicing CompanySecretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis annexed herewith Annexure-B. The secretarial audit report does contain anyqualifications reservations adverse remarks or disclaimer.

Related Party Transactions

All related party transactions that were entered into during thefinancial year under review were on arm's length basis and in the ordinary course of thebusiness and that the provisions of Section 188 of the Companies Act 2013 and the Rulesmade there under are not attracted.Thus disclosures in Form AOC-2 in terms of Section 134of the Companies Act 2013 is not required.There are no materially significant relatedparty transactions made by the company with the promoters key managerial personnel orother designated persons which may have potential conflict with interest of the company atlarge. All related party transactions are placed before the Audit Committee and the Boardfor approval if applicable. Prior omnibus approval of the Audit Committee is obtained forthe transactions which are of a foreseen and repetitive nature. The Company has developeda framework through Standard Operating Procedures for the purpose of identification andmonitoring of such Related Party Transactions and suitable disclosures as required byAS-18has been made in notes of Financial Statement.

General

Your directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

Neither the Managing Director nor Whole Time Director of the companyreceived any remuneration or commission from any of its subsidiaries.

No significant or material orders were passed by the regulators orcourts or tribunals which impact the going concern status any company's operation infuture.

Disclosures under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal)Act 2013

Your Company has zero tolerance towards sexual harassment at workplace.It has a well- defined policy in compliance with the requirements of the Sexual Harassmentof women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rulesframed there under. An Internal Committee is in place to redress complaints receivedregarding sexual harassment. All employees are covered under policy.The Company has notreceived any complaint of sexual harassment during financial year 2017-2018.

Acknowledgement

Your directors take this opportunity to thank the customersshareholders financial institutions stock exchanges SEBI Reserve Bank of IndiaNational Securities Depository Limited Central Depository Services (India) Limited andother government and regulatory agencies for their consistent support and encouragement tothe Company.

We also place on record our sincere appreciation to all the members ofArihant family including our employees and authorized persons for their hard work supportand commitment.Their dedication and competence has made these results achievable.

For and on behalf of the Board of Directors
Ashok Kumar Jain
(Chairman)