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Arihant Institute Ltd.

BSE: 541401 Sector: Others
NSE: N.A. ISIN Code: INE997Z01016
BSE 00:00 | 18 Oct 7.75 0.15
(1.97%)
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NSE 05:30 | 01 Jan Arihant Institute Ltd
OPEN 7.22
PREVIOUS CLOSE 7.60
VOLUME 8000
52-Week high 31.00
52-Week low 3.98
P/E 43.06
Mkt Cap.(Rs cr) 7
Buy Price 6.64
Buy Qty 4000.00
Sell Price 7.22
Sell Qty 8000.00
OPEN 7.22
CLOSE 7.60
VOLUME 8000
52-Week high 31.00
52-Week low 3.98
P/E 43.06
Mkt Cap.(Rs cr) 7
Buy Price 6.64
Buy Qty 4000.00
Sell Price 7.22
Sell Qty 8000.00

Arihant Institute Ltd. (ARIHANTINSTIT) - Director Report

Company director report

To

THE MEMBERS

ARIHANT INSTITUTE LIMITED

CIN: L80301GJ2007PLC050413

Your Directors are pleased to present herewith the 11THANNUAL REPORTtogether with the Audited Financial Statements and Auditors’ report thereon for theyear ended 31st March 2018.

FINANCIAL RESULTS/ STATE OF COMPANY AFFAIRS:

The Financial Results of the Company for the year ended on 31st March 2018are as follows:-

(Amt. in Rs.)

Particulars Year 2017-2018 Year 2016-2017
Gross Income 18204971/- 16920492/-
Profit / (loss) Before Depreciation Amortization and 3614261/- 2928046/-
Taxation
Depreciation and Amortization 1738429/- 1810372/-
Profit / (Loss) before Taxation

1875832/-

1117674/-

Extra Ordinary Item

0.00/-

0.00/-

Provision for taxation - For Current Tax 475000/- 300000/-
Provision for taxation - For Deferred Tax (344298)/- (309815)/-
MAT credit Entitlement 0.00/- 0.00/-
Profit / (Loss) after Taxation

1745130/-

1127489/-

Appropriations: 0.00/- 0.00/-
Proposed Dividend

CONSOLIDATED FINANCIAL RESULTS:

The company does not have any subsidiary within the meaning of the Companies Act 2013.So consolidated financial results are not applicable.

DIVIDEND:

In order to conserve the resources your directors do not recommend any payment ofdividend for the year under review.

TRANSFER TO RESERVES:

Except the Profit the Company has not transferred any amount to reserves during theyear.

DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on 31stMarch2018.

LOANS FROM DIRECTOR/RELATIVE OF DIRECTOR:

The balances of monies accepted by the Company from Directors/relatives of Directors atthe beginning of the year were Rs. 7977945/- and at the close of year was Rs.3398902/-

LOANS GUARANTEES & INVESTMENTS U/S 186:

Particulars of loans given and of the investments made by the Company if any duringthe year under review are as mentioned in the Notes forming part of the FinancialStatements.

DIRECTORS’ RESPONSIBILITY STATEMENT:

It is hereby stated that:

(a) In the preparation of annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures.

(b) The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 that period.

(c) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts ongoing concern basis.

(e) The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

LISTING OF SHARES:

After the closure of the financial year 2017-18 but before reporting date on 5thMay 2018 9405006 Equity Shares of Rs.10/- each has been listed on the BSE SME( Smalland Medium Exchange).

GROUP COMPANIES:

Following are the group companies of Arihant Institute Limited:

1. Aadi Corpoway Private Limited

2. Arihant Press Private Limited

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act 2013 and rules made there under as ondate of this report the Company has two Non-Executive Independent Directors in line withthe Companies Act 2013.

A separate meeting of Independent Directors was held on 30th March 2018 inthe financial year 2017-18 to review the performance of Non- Independent Directors andBoard as whole and of the chairman and assess the quality quantity and timeliness of flowof information between Company Management and Board. The terms and conditions ofappointment of Independent Directors and Familiarization program for Independent Directorare incorporated on the website of the Company at www.arihantinstitute.com.

The Independent directors have submitted their disclosure to the Board that they fulfilall the requirements as to qualify for their appointment as an Independent Director underthe provisions of Section 149 read with Schedule IV of the Companies Act 2013. The Boardconfirms that the independent directors meet the criteria as laid down under the CompaniesAct 2013.

CHANGES IN CAPITALSTRUCTURE:

During the year under review on 6th June 2017 an authorized share capitalof your Company was increased from Rs. 60000000/- (Rupees Six Crore) divided into6000000 (Sixty Lacs) Equity Shares of Rs. 10/- each to Rs. 95000000/- (Rupees NineCrore Fifty Lacs) divided into 9500000 (Ninety-five Lacs) Equity Shares of Rs. 10/- eachby passing an ordinary resolution in an Extra Ordinary General Meeting of theShareholders/Members of the company.

During the year under review following changes has been occurred in the paidup sharecapital of the company:

Sr. No. Particular Date of Allotment No. of shares Face Value Premium per Share (If any)
1. Allotment of Equity Shares on the Right Issue basis 04/07/2017 200004 10/- 12.50/-
2. Allotment of Equity Shares on the Right Issue basis 28/07/2017 133335 10/- 12.50/-
3. Allotment of Equity Shares on the Right Issue basis 03/09/2017 66667 10/- 12.50/-
4. Allotment of Equity Shares on the Right Issue basis 03/11/2017 40000 10/- 15.00/-
5. Allotment of Equity Shares on the Right Issue basis 27/11/2017 110000 10/- 15.00/-
6. Allotment of Equity Shares on the Right Issue basis 12/01/2018 280000 10/- 15.00/-
7. Allotment of Equity Shares on the Right Issue basis 10/02/2018 75000 10/- 20.00/-

After the closure of a Financial Year but before reporting date on 31stMay 2018 2500000 Equity Shares of Rs. 10/- each at the premium of Rs. 20/- per sharehas been issued by the company under an Initial Public Offer.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY:

After the closure of the financial year 2017-18 but before reporting date the companyhas came up with an Initial Public Offer (IPO) of 2500000 Equity Shares of Rs. 10/- eachat the cash Price of Rs. 30/- (Including the premium of Rs. 20/-) amounting to Rs.75000000/- (Seven Crore Fifty Lacs Only).

CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the year under review there is no change in the nature of business of yourCompany.

CONVERSION OF COMPANY FROM PRIVATE TO PUBLIC:

During the year under review on 22nd January 2018 the members of thecompany have passed a Special Resolution for conversion of the company from private topublic. Later on 1st February 2018 the fresh certificate of IncorporationConsequent upon Conversion from Private Company to Public Company has been received fromregistrar of Companies Gujarat.

DIRECTORS KMPs AND CHANGES THEREOF:

1. INDUCTION OF DIRECTORS AND KMP:

Due to disqualification all the directors Mr. Sandip Kamdar Mr. Vinodray Kamdar Mrs.Anjali Kamdar and Mrs. Madhuben Kamdar have vacated their office from the post ofdirectors of the company. So as to comply with the requirement to have minimum directorson the board of the Section 149(1) of the Companies Act 2013 on 3rd November2017 at an Extra-Ordinary General Meeting of the Promoters/members of the company calledpursuant to section 167(3) of the Companies Act 2013Mr. Jigar Umeshbhai Shah (DIN:05328340) and Mr. Kashyap Trivedi (DIN: 01931400) was appointed as a directors of thecompany.

During the year under review on 5thJanuary 2018 Mr. Rushiraj ZaverbhaiPatel (DIN: 08017580) was appointed as an Additional Executive Director of the company tohold office upto the date of the ensuing Annual General Meeting. Necessary Resolution hasbeen proposed for his appointment as a director of the company for an approval of themembers of the company.

During the year under review on 5thJanuary 2018 Mr. PrashantChandraprakash Srivastav (DIN: 02257146) was appointed as an Additional IndependentDirector of the company to hold office upto the date of the ensuing Annual GeneralMeeting. Necessary Resolution has been proposed for his appointment as a director of thecompany for an approval of the members of the company.

During the year under review on 5thJanuary 2018 Mrs. Shivani Ketul Patel(DIN: 08033788) was appointed as an Additional Independent Director of the company to holdoffice up to the date of the ensuing Annual General Meeting. Necessary Resolution has beenproposed for her appointment as a director of the company for an approval of the membersof the company.

During the year under review on 5thJanuary 2018 Mr. Vinodbhai ChimanlalShah (DIN: 08033798) was appointed as an Additional Non-Executive Director and Chairman Ofthe company to hold office up to the date of the ensuing Annual General Meeting. NecessaryResolution has been proposed for his appointment as a director of the company for anapproval of the members of the company.

During the year under review on 5thJanuary 2018 Mr. Kashyap Trivedi andMr. Rushiraj Zaverbhai Patel have been appointed as a Chief Executive Officer (CEO) and aChief Financial Officer (CFO) of the company respectively.

During the year under review on 12thJanuary 2018 Mrs. Falguni DhrumilShah has been appointed as a Company Secretary and Compliance Officer of the Company andafter the closure of the year but before reporting date w.e.f. 8th June 2018she has resigned from the post of Company Secretary and Compliance Officer of the company.The Board places appreciation for the services rendered by her during their tenure withthe Company.

After the closure of the financial year but before reporting date on 11thJune 2018 Ms. Jigisha Bimalbhai Solanki is appointed as a Company Secretary &Compliance Officer of the Company.

After the closure of the financial year but before reporting date on 31stAugust 2018 Mr. Sandip Vinodkumar Kamdar was appointed as an Additional Director(Designated as Whole Time Director )and Chief Executive Officer of the company to holdoffice up to the date of the ensuing Annual General Meeting. Necessary Resolution has beenproposed for his appointment as a director of the company for an approval of the membersof the company.

2. CHANGE IN DESIGNATION OF DIRECTORS:

During the year under review on 5th January 2018 the designation of Mr.Kashyap Trivedi (DIN: 01931400) has been changed from the director to Whole Time Directorof the company.

3. CESSATION:

Mr. Sandeep Kamdar (DIN: 00043214) Mr. Vinodray Kamdar (DIN: 00043309) Mrs. MadhubenKamdar (DIN:00043266) and Mrs. Anjali Kamdar (DIN:00040963) were the Directors up to 31stOctober 2017. Due to Non-Filing of Financial Statement and Annual Return of M/s. AadiCorpoway Private Limited (CIN: U23100GJ2011PTC063890) for the period of continuously ThreeFinancial Year i.e. from the year 2014-15 to 2016-17 all the directors were disqualifiedunder section 164(1)(a) of the Companies Act 2013. Due to such disqualification theyceased to act as a director of the company and therefore automatic vacation of officearose under section 167(1) of the Companies Act 2013. Later on M/s. Aadi Corpoway PrivateLimited has filed all pending financial statement and Annual return and the form E-CODSfor the condonation of delay to remove such disqualification of directors.

After the closure of the financial year but before reporting date on 16thJuly 2018 Mr. Kashyap Trivedi (DIN: 01931400) has resigned from the post of Whole TimeDirector & Chief Executive Officer (CEO) of the company due his pre-occupancy ofbusiness.The Board places appreciation for the services rendered by him during theirtenure with the Company.

DETAILS OF BOARD MEETINGS:

During the year under review the Board of Directors met 18 times and an interveninggap between any two meetings was within the period prescribed by the Companies Act 2013.The details of dates of meeting and attendance of directors in such meetings is enclosedherewith as an Annexure: 1

COMMITTEE OF THE BOARD AND THEIR MEETINGS:

As on 31st March 2018 the Board had Committees i.e. the Audit Committeethe Nomination & Remuneration Committee the Stakeholder’s Relationship Committeeand Internal Complaints

Committee. Full details of the constitution of such committees and meeting held of suchcommittee during the financial year is annexed herewith as an Annexure: 2.

EXTRACTS OF ANNUAL RETURN:

Extract of the Annual Return for the financial year ended under review in theprescribed form MGT - 9 pursuant to provisions of Section 92(3) of the Companies Act2013 is annexed to this report as Annexure- 3.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE:

Pursuant to the requirements of the Companies Act 2013 and in accordance with thepolicy laid down by the Nomination and Remuneration Committee (NRC) as approved by theBoard of Directors the Board has carried out an annual evaluation of its performance itsCommittees and all individual directors. In a separate meeting of Independent Directorsperformance of Non Independent Directors performance of the Board as a whole andperformance of the Chairman & Managing Director was evaluated.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no related party transactions made by the Company during the year underreview.

STATUTORY AUDITORS:

On 10th Annual General Meeting of the Company M/s. A.J. Parekh &Associates Chartered Accountants (FRN: 142021W) was appointed as a Statutory Auditor ofthe company and M/s. A.J. Parekh & Associates has done an audit of the company for theyear 2017-18.

Your company has been listed on BSE SME Platform w.e.f 5th June 2018. Asper the requirement of Regulation 33 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 listed company have to conduct audit from the auditorholding the certificate of Peer Review Auditor. As M/s. A. J. Parekh & Associates doesnot holding the certificate of Peer Review Auditor they placed before the board aresignation letter dated 21st August 2018 stating that they will not be ableto do audit from the financial year 2018-19 onwards and they will hold office up to thedate of issue of Audit Report for the financial year 2017-18 only.

To fill up such casual vacancy aroused on the place of Statutory Auditor of theCompany on the recommendation of an Audit Committee the board of Directors on theirmeeting dated 31st August 2018 appointed M/s. NGST & AssociatesChartered Accountants (FRN:135159W) holding the certificate of Peer Review Auditor as aStatutory Auditor of the company.

Pursuant to provision of Section 139(8) of the Companies Act 2013 and rules madethereunder from time to time the board is entitled to fill up the casual vacancy but ifsuch casual vacancy is as a result of the resignation of an auditor such appointmentshall also be approved by the company at a general meeting convened within three months ofthe recommendation of the Board and he shall hold the office till the conclusion of thenext annual general meeting.

The Directors recommend to the members of the company to give an approval for anappointment of M/s. NGST & Associates and reappoint them for the period of Five Yearfrom 2018-19 to 2022-23.

SECRETARIAL AUDIT:

As per Section 204 of the Companies Act 2013 every listed company and Unlisted PublicCompany having paid up share capital of Rupees Fifty Crore or more or Turnover of RupeesTwo Fifty Crore or more is required to annex a Secretarial Audit Report with its BoardReport given by A Practicing Company Secretary.

As on the financial year ended on 31st March 2018 your company is notfalling under the requirement of Section 204 of the Companies Act 2013 so the requirementof Secretarial Audit is not applicable for the financial year 2017-18.

OBSERVATION BY STATUTORY AUDITOR:

The Auditors’ Report to the members for the year under review does not contain anyqualification.

INTERNAL AUDITOR:

For the financial year 2017-18 your company was not falling under the criteria ofSection 138 of the Companies Act 2013 read with rule 13 of Companies (Accounts) Rules2014 so the requirement to appoint an Internal Auditor of the company for the year 2017-18is not applicable.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. The scope and authority of the Internal FinancialControl function is well defined.

REMUNERTION POLICY:

In accordance with the provisions of Section 178 of the Companies Act 2013 and Part Dof Schedule II of SEBI (LODR) Regulations 2015 the policy on Nomination and Remunerationof Directors KMPs and Senior Management of your Company is uploaded on the website at thefollowing link: Link: http://arihantinstitute.com/policies/

RISK MANAGEMENT:

The Company has in place a robust risk management framework which identifies andevaluates business risks and opportunities. The Company recognizes that these risks needto be managed and mitigated to protect the interest of the shareholders and stakeholdersto achieve business objectives and enable sustainable growth.

The risk management framework is aimed at effectively mitigating the Company’svarious business and operational risks through strategic actions. Risk management isembedded in our critical business activities functions and processes. The risks arereviewed for the change in the nature and extent of the major risks identified since thelast assessment. It also provides control measures for risk and future action plans.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review there are no significant material orders passed by theRegulators/ Courts which would impact the going concern status of the Company and itsfuture operation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of your management foryour company for current year and for the industry in which it operates including itsposition and perceived trends in near future. The Management Discussion and AnalysisReport as stipulated under Schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is annexed herewith as an Annexure:4 and forms partof this Director’s Report.

PARTICULARS OF EMPLOYEES RELATED DISCLOSURES

Details as required under Section 197 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 and the statement showing the nameof the employees drawing remuneration in excess of the limits set out in Section 197(12)of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure-5.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Section 135 of the Companies Act 2013 has imposed CSR mandate on companies havingminimum threshold limit of net worth turnover or net profit as prescribed. Since thecompany does not meet any one of these criterion it remains outside the purview ofSection 135 and consequently the reporting requirements there under do not at presentapply to us.

VIGIL MECHANISM

Your Company has formulated a vigil mechanism to deal with instances of unethicalbehaviour actual or suspected fraud or violation of Company’s code of conduct orethics policy. The policy on Vigil Mechanism is uploaded on the website of the Company atfollowing link: http://arihantinstitute.com/policies/.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The company has in place an Anti harassment policy in line with the requirements of theSexual Harassment of women at workplace (Prevention Prohibition and Redressal) Act 2013.Any complaint/ grievances from women employees are reported to Chairman. All employees(Permanent contractual & temporary) are covered under the policy. There was nocomplaints received from any employee during the financial year 2017-18 and no complaintis outstanding as on 31st March 2018.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated hereunder:-

Conservation of Energy:

1. The steps taken or impact on conservation of energy:-

The Company has taken measures and applied strict control system to monitor day to daypower consumption to endeavor to ensure the optimal use of energy with minimum extentpossible wastage as far as possible. The day to day consumption is monitored and variousways and means are adopted to reduce the power consumption in an effort to save energy.

2 . The steps taken by the company for utilizing alternate sources of energy.

Company has not taken any step for utilizing alternate sources of energy.

3. The capital investment on energy conservation equipments.

Company has not made any capital investment on energy conservation equipments.

Technology Absorption

Company has not imported any technology and hence there is nothing to be reported here.

Foreign Exchange Earning and Outgo:

The details of Foreign exchange Earnings and outgo during the year are as follows: (Rs.In Lacs)

Particulars 2017-2018 2016-2017
Foreign Exchange Earnings (Rs.) NIL NIL
Foreign Exchange Outgo(Rs.) NIL NIL

CAUTIONARY STATEMENT:

Statements in the Board’s Report and the Management Discussion & Analysisdescribing the Company’s objectives expectations or forecasts may be forward lookingwithin the meaning of applicable Securities Laws and Regulations. Actual results maydiffer materially from those expressed in the statement.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable co-operation and support received from theGovernment of India various State Governments the Banks/ Financial Institutions andother stakeholders. The Directors also commend the continuing commitment and dedication ofthe employees at all levels which has been critical for the Company’s success. TheDirectors look forward to their continued support in future.

FOR ARIHANT INSTITUTE LIMITED
SD/-
DATE:31/08/2018 SIGNATURE
PLACE: AHMEDABAD VINOD CHIMANLAL SHAH
CHAIRMAN & NON EXECUTIVE DIRECTOR
DIN: 08033798

ANNEXURE: 1 TO THE DIRECTORS REPORT

Details of the meeting of the board of Directors held during the year 2017-18 andattendance thereof:

Sr. No. Date of Board Meeting Mr. Sandeep Kamdar Mr. Vinodray Kamdar Mrs. Madhuben Kamdar Mrs. Anjali Kamdar Mr. Kashyap Trivedi(2) Mr. Jigar Shah Mr. Vinodbhai Chimanlal Mr. Rushiraj Patel (3) Mrs. Shivani Ketul Mr. Prashant Srivastava

(2)

Shah (3) Patel

(3)

(3)

1. 26.05.2017 _ _ _ _ N.A. N.A. N.A. N.A. N.A. N.A.
2. 14.06.2017 _ _ _ _ N.A. N.A. N.A. N.A. N.A. N.A.
3. 04.07.2017 _ _ _ _ N.A. N.A. N.A. N.A. N.A. N.A.
4. 07.07.2017 _ _ _ _ N.A. N.A. N.A. N.A. N.A. N.A.
5. 28.07.2017 _ _ _ _ N.A. N.A. N.A. N.A. N.A. N.A.
6. 12.08.2017 _ _ _ _ N.A. N.A. N.A. N.A. N.A. N.A.
7. 14.08.2017 _ _ _ _ N.A. N.A. N.A. N.A. N.A. N.A.
8. 03.09.2017 _ _ _ _ N.A. N.A. N.A. N.A. N.A. N.A.
9. 01.10.2017 _ _ _ _ N.A. N.A. N.A. N.A. N.A. N.A.
10. 03.11.2017 N.A. N.A. N.A. N.A. _ _ N.A. N.A. N.A. N.A.
11. 05.11.2017 N.A. N.A. N.A. N.A. _ _ N.A. N.A. N.A. N.A.
12. 27.11.2017 N.A. N.A. N.A. N.A. _ _ N.A. N.A. N.A. N.A.
13. 09.12.2017 N.A. N.A. N.A. N.A. _ _ N.A. N.A. N.A. N.A.
14. 05.01.2018 N.A. N.A. N.A. N.A. _ _ N.A. N.A. N.A. N.A.
15. 12.01.2018 N.A. N.A. N.A. N.A. _ _ _ _ _ _
16. 10.02.2018 N.A. N.A. N.A. N.A. _ _ _ _ _ _
17. 20.02.2018 N.A. N.A. N.A. N.A. _ _ _ _ _ _
Meeting attended / 9/9 9/9 9/9 9/9 8/8 8/8 3/3 3/3 3/3 3/3
Meeting entitled to attend

NOTES TO ANNEXURE:

(1) Mr. Sandeep Kamdar (DIN: 00043214) Mr. Vinodray Kamdar (DIN: 00043309)Mrs. Madhuben Kamdar (DIN: 00043266) and Mrs. Anjali Kamdar (DIN: 00040963) werethe Directors up to 31st October 2017.

Due to Non-Filing of Financial Statement and Annual Return of M/s. Aadi CorpowayPrivate Limited (CIN: U23100GJ2011PTC063890) for the period of continuously threeFinancial Year i.e. from the year 2014-15 to 2016-17 all the directors were disqualifiedunder section 164(1)(a) of the Companies Act 2013. Due to such disqualification theyceased to act as a director of M/s. Arihant Institute Limited and therefore automaticvacation of office arose under section 167(1) of the Companies Act 2013. Later on M/s.Aadi Corpoway Private Limited has filed all pending financial statement and Annual returnand the form E- CODS for the condonation of delay to remove such disqualification ofdirectors.

(2) Due to vacation of office by earlier directors because of disqualification undersection 164(1)(a) of the Companies Act 2013 Promoters and shareholders of the company intheir extra-ordinary general meeting held on 3rd November 2017 have appointedMr. Kashyap Trivedi (DIN: 01931400) and Mr. Jigar Shah (DIN: 05328340) as the Directors ofthe company w.e.f 3rd November 2017.

(3) Mr. Vinodbhai Chimanlal Shah (DIN: 08033798) Mr. Rushiraj Patel (DIN:08017580) Mrs. Shivani Ketul Patel (DIN: 08033788) and Mr. Prashant Srivastava(DIN: 02257146) were appointed as additional directors in the board meeting dated 5thJanuary 2018.

ANNEXURE: 2 TO THE DIRECTORS REPORT

COMMITTEESS OF THE BOARD OF DIRECTORS AND THEIR MEETINGS

1. AUDIT COMMITTEE:

Name Position in Committee Number of meetings during the financial Year 2017-18
Held Attended
Mr. Prashant Chandraprakash Srivastav Chairman 1 1
Mrs. ShivaniKetul Patel Member 1 1
Mr. Rushiraj Zaverbhai Patel Member 1 1

2. NOMINATION AND REMUNERATION COMMITTEE:

Name Position in Committee Number of meetings during the financial Year 2017-18
Held Attended
Mr. Prashant Chandraprakash Srivastav Chairman 1 1
Mrs. ShivaniKetul Patel Member 1 1
Mr. VinodbhaiChimanlal Shah Member 1 1

3. STAKEHOLDERS/ INVESTORS GRIEVANCE COMMITTEE:

Name Position in Committee Number of meetings during the financial Year 2017-18
Held Attended
Mrs. ShivaniKetul Patel Chairman 1 1
Mr. Prashant Chandraprakash Srivastav Member 1 1
Mr. JigarUmeshbhai Shah Member 1 1

4. INTERNAL COMPLAINTS COMMITTEE

Name Position in Committee Number of meetings during the financial Year 2017-18
Held Attended
Mr. Sandip Vinodkumar Kamdar Chairman - -
Mrs. ShivaniKetul Patel Member 1 1
Mr. Prashant Chandraprakash Srivastav Member 1 1
Mr. JigarUmeshbhai Shah Member 1 1