ARIHANT MULTI COMMERCIAL LIMITED
The Directors present the 36th Annual Report and Audited Accounts ofthe Company for the year ended 31st March 2018.
1. Financial Summary or highlights
The summarized financial results of the company for the year ended 31stMarch 2018 are presented below:
| || ||(Rs in Lacs) |
|Financial Results ||Current Year ||Previous Year |
| ||2017-2018 ||2016-2017 |
|Revenue from Operations ||41463704 ||34800468 |
|Other Income ||9964886 ||10862769 |
|Total (A) ||51428590 ||45663237 |
|Expenses || || |
|Purchases of stock in trade ||111699397 ||63379379 |
|Changes in inventories ||(60808882) ||(18325466) |
|Employee Benefits expense ||244000 ||139889 |
|Depreciation and Amortization expense ||16317 ||34640 |
|Other Expense ||270567 ||392816 |
|Total Expense ||51421399 ||45621258 |
|Profit for the year ||7191 ||41979 |
|Tax Expense: || || |
|Current tax ||1852 ||12630 |
|Deffered Tax Assets/Liabilities ||(798) ||(23583) |
|Excess provision of tax for earlier year ||- ||- |
|Profits for the year ||6137 ||52932 |
|Earning per Equity Share of face value of 1 each || || |
|Basic (in rs.) ||0.00 ||0.00 |
|Diluted (in rs.) ||0.00 ||0.00 |
2. Overall Performance & Outlook
The Gross Revenue of the Company Stood at Rs. 51428590 in Comparison to lastyear's figure of Rs. 45663237 whereas Profit / (Loss) after Tax stood at Rs 6137in comparison to last Year's Profit / (Loss) after Tax of Rs. 52932.
3. Dividend on Equity Shares
To conserve resources for future and to meet its business requirements Directors donot recommends any Dividend for the year under review.
4. Share Capital
The paid up Equity Share Capital as on March 31 2018 was Rs.3 62 40000.During the year under review the Company has not issued shares with differential votingrights nor granted stock options nor sweat equity. As on March 31 2018 none of theDirectors and/or Key Managerial Person of the Company hold instruments convertible in toEquity Shares of the Company.
During the financial year three directors have resigned from the board of the company.Further there was two appointment of director being carried out during the year.
|Sr. No. ||Name ||Appointment / Resignation ||Designation ||Date of Appointment and Resignation |
|1 ||Mr. Rajesh Savadiya ||Appointment ||Independent Director ||05.09.2017 |
|2 ||Mr. Rajen Valia ||Appointment ||Independent Director ||30.01.2018 |
|3 ||Ms. Karishma Kaku ||Resignation ||Women Independent Director ||28.06.2017 |
|4 ||Mr. Jaydeep Matadia ||Resignation ||Independent Director ||18.12.2017 |
|5 ||Mr. Pawankumar Kapil Singh ||Resignation ||Independent Director ||30.01.2018 |
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the Independent Directors shall not be liable toretire by rotation in the Annual General Meeting (AGM') of the Company.
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligation and Disclosure Requirements) 2015.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
The relevant details of the above Directors/KMP are given in the Corporate GovernanceReport
6. No. of Meetings of The Board:
During the year 7 (Seven) Board Meetings were convened and held. The details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
7. Other Committees:
The composition of all the Committee Meetings and its meetings during the financialyear 2017-18 forms part of the Corporate Governance Report.
8. Details of Significant and Material Orders Passed by the Regulators or Courtsor Tribunals Impacting the going concern status and Company's Operations in Future
There is no significant and material orders passed by the Regulator/Courts that wouldimpact the going concern status of the company and its operations.
9. Directors' Responsibility Statement u/s 134 (5) of the Companies Act 2013
Pursuant to the provisions of Section 134 (5) of Companies Act 2013 as amended withrespect to the Directors' Responsibility Statement it is hereby confirmed that:
a) In the preparation of the annual accounts for the financial year ended 31stMarch2018 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;
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 andfair view of the state of affairs of the Company as at 31st March2018 and ofthe profit and loss of the Company for the year ended 31st March2018;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts for the financial year ended 31stMarch 2018 on a going concern basis;
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Company has no public deposits as of date and will not accept any deposits withoutprior approval of the Statutory Authorities concerned.
11. Statutory Auditors
At the 33rd Annual General Meeting (AGM) of the Company the shareholdershad approved appointment of M/s. Maheshwari & Co. Chartered Accountants (FirmRegistration No. 105834W) as Statutory Auditors of the Company from the conclusion of 33rdAGM till the conclusion of 37th AGM subject to ratification by theShareholders at every AGM.
The Companies (Amendment) Act 2017 published in the Gazette of India on January 32018 amended few sections of the Companies Act 2013 including omission of first provisoto Section 139(1) of the Companies Act 2013 which provided for ratification ofappointment of Statutory Auditors by members at every AGM.
The amendment to said Section is already effective from May 7 2018. In view of thesame the fresh approval of the members is sought for the ratification of appointment ofM/s. Maheshwari & Co Chartered Accountants (Firm Registration No. 105834W) asStatutory Auditors of the Company for the remaining term of three years i.e. from theconclusion of this 36th Annual General Meeting till the conclusion of the 37thAnnual General Meeting of the Company.
The Board recommends the Ordinary Resolution set out at Item No.2 of the Notice forapproval by the members. None of the Directors Key Managerial Personnel or theirrespective relatives are concerned or interested financially or otherwise in thisresolution
12. Risk Management
Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Business Risk Management Committee. The details of Committee and its termsof reference are set out in the Corporate Governance Report forming part of the Board'sReport.
The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Company's competitive advantage.The business risk framework defines the risk management approach across the enterprise atvarious levels including documentation and reporting. The framework has different riskmodels which help in identifying risks trend exposure and potential impact analysis at aCompany level as also separately for business segments viz. Finance and Capital Marketactivities.
13. Particulars of Loans Guarantees or Investments by the Company
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
14. Particulars of Contracts or Arrangements with Related Parties:
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year if any were in the ordinary course ofbusiness and on an arm's length pricing basis and do not attract the provisions of Section188 of the Companies Act 2013 thus disclosure in form AOC-2 is not required. There wereno materially significant transactions with related parties during the financial yearwhich were in conflict with the interest of the Company. Suitable disclosure as requiredby the Accounting Standards (AS18) has been made in the notes to the Financial Statements.The policy on Related Party Transactions as approved by the Board; is uploaded on theCompany's website.
15. Details of Policy Developed and Implemented by the Company on its Corporate SocialResponsibility Initiatives
The Company constantly strives to meet and exceed expectations in terms of the qualityof its business and services. The Company commits itself to ethical and sustainableoperation and development of all business activities according to responsible care and itsown code of conduct. Corporate Social Responsibility is an integral part of the Company'sphilosophy and participates in activities in the area of education and health.
16. Policy on Directors' Appointment and Remuneration Including Criteria forDetermining
Qualifications Positive Attributes Independence of a Director Key ManagerialPersonnel And other Employees
The Non-Executive Directors shall be of high integrity with relevant expertiseand experience so as to have a diverse Board with Directors having expertise in the fieldsof accounting finance taxation law etc. However Women Director is exempted from saidcriteria.
In case of appointment of Independent Directors the N&R Committee shallsatisfy itself with regard to the independent nature of the Directors vis--vis theCompany so as to enable the Board to discharge its function and duties effectively.
The N&R Committee shall ensure that the candidate identified for appointmentas a Director is not disqualified for appointment under Section 164 of the Companies Act2013.
The N&R Committee shall consider the following attributes/criteria whilstrecommending to the Board the candidature for appointment as Director
a. Qualification expertise and experience of the Directors in their respective fields;
b. Personal Professional or business standing;
c. Diversity of the Board.
In case of re-appointment of Non-Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and his engagement level.
The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the Board / Committee meetings. ANon-Executive Director shall be entitled to receive sitting fees for each meeting of theBoard or Committee of the Board attended by him of such sum as may be approved by theBoard of Directors within the overall limits prescribed under the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. CEO& Managing director - Criteria for selection / appointment For the purpose ofselection of the CEO & MD the N&R Committee shall identify persons of integritywho possess relevant expertise experience and leadership qualities required for theposition and shall take into consideration recommendation if any received from anymember of the Board. The Committee will also ensure that the incumbent fulfills such othercriteria with regard to age and other qualifications as laid down under the Companies Act2013 or other applicable laws.
Remuneration for the CEO & Managing director
At the time of appointment or re-appointment the CEO & Managing Director shall bepaid such remuneration as may be mutually agreed between the Company (which includes theN&R Committee and the Board of Directors) and the CEO & Managing Director withinthe overall limits prescribed under the Companies Act 2013.
17. Establishment of Vigil Mechanism/Whistle Blower policy
As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules2014 the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to dealwith instance of fraud and mismanagement if any. The detail of the FRM Policy isexplained in the Corporate Governance Report.
18. The Details in respect of adequacy of Internal Financial Controls
The Company has designed and implemented a process driven framework for InternalFinancial Controls ("IFC") within the meaning of the explanation to Section 134(5) (e) of the Companies Act 2013.
For the year ended 31st March 2018 the Board is of the opinion that theCompany has sound IFC commensurate with the nature and size of its business operations;wherein controls are in place and operating effectively and no material weaknesses exist.The Company has a process in place to continuously monitor the existing controls andidentify gaps if any and implement new and /or improved controls wherever the effect ofsuch gaps would have a material effect on the Company's operation.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
19. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment.
All employees (permanent contractual temporary trainees) are covered under thispolicy. The following is a summary of sexual harassment complaints received and disposedoff during each Calendar year:
No. of complaints received: Nil
No. of complaints disposed off: Nil
20. Extract of the Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 is annexed elsewhere in this Annual Report.
21. A Statement Indicating the Manner in which formal Annual Evaluation has been madeby the board of its own Performance and that of its Committees and Individual Directors;
a) Nomination and Remuneration Committee of the Board had prepared and sent through itsChairman Draft parameterized feedback forms for evaluation of the Board IndependentDirectors and Chairman.
b) Independent Directors at a meeting without anyone from the non-independent directorsand management considered/evaluated the Board's performance performance of the Chairmanand other non-independent Directors.
c) The Board subsequently evaluated performance of the Board the Committees andIndependent Directors.
22. The Details of Familiarization Programme arranged for Independent Directors havebeen disclosed on website of the Company and are available at the following link:
The Familiarization Programme for Independent Directors is hosted on the Company'sWebsite at www.arihantmulticom.com
23. Secretarial Audit 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 Company hasappointed M/s A. L & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed elsewhere in this Annual Report.
24. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
Since the Company is into the Business of Financing and Investing activities in Sharesand Securities; the information regarding conservation of energy Technology AbsorptionAdoption and innovation under section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is reported to be NIL.
25. Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
26. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary Joint venture or Associate Company.
27. Management Discussion and Analysis
The Management Discussion and Analysis Report forms part of the Annual Report andinclude various matters specified under Regulation 34(2) (e) of the SEBI (LODR)Regulations 2015 form part of this Report.
28. Corporate Governance Report
A separate dedicated section under Corporate Governance' on the Company's websitegives information on unclaimed dividends quarterly compliance reports / communicationswith the Stock Exchanges and other relevant information of interest to the investors /public.
The Board of Directors express their appreciation for the sincere co-operation andassistance of Government Authorities Bankers Customers Suppliers Business Associatesand the efforts put in by all the employees of the Company. The Board of Directorsexpresses their gratitude to all our valued shareholders for their confidence andcontinued support to the Company.
|Registered Office: ||By order of the Board |
|Arihant Multi Commercial ||For Arihant Multi Commercial Limited |
|Shah Arcade 1 Rani Sati Marg || |
|Malad East Mumbai-400 097. ||S/d |
| ||DEEPAK BANSAL |
| ||Chairman & Managing Director |
| ||(Din No: 03578201) |
|Date: - 29th May 2018 || |
|Place: - Mumbai || |