DIRECTORS REPORT TO THE SHAREHOLDERS
Your Directors have pleasure in presenting 37th Annual Report together with the AuditedStatement of Accounts for the year ended 31st March 2019. The Financialhighlights for the year under review are given below:
| || ||(Amount in Rs. in Lakhs) |
|Particulars ||31st March 2019 ||31st March 2018 |
|Total Revenue ||378.78 ||329.77 |
|Profit before Tax ||3.70 ||252 |
|Less - Tax ||0.99 ||0.82 |
|Profit for the year ||2.71 ||1.70 |
The Total Income for the financial year under review increased to Rs. 378.78 Lakhsagainst Rs. 329.77 Lakhs during previous year whereas the Profit after Tax generated bythe company during the year under review is Rs. 2.71 Lakhs as compared to profit of Rs.1.70 Lakhs during the previous year. However the company is working hard to increase theprofitability in the forthcoming years.
Due of lower profit and requirement of funds for the existing business activities yourDirectors do not propose any dividend for the financial year 2018 - 2019 (Previous year -Nil Dividend).
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year underreview. However the company has started the business of trading and importing in plasticand related products and precious metal which is as per the objects of the company. Themanagement is hopeful of expanding its new business.
The Company expects to perform reasonably well subject to prevailing market conditionsand fluctuations in exchange rate.
FORMAL ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and regulation 17 (10) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance and evaluation ofIndependent Directors Board Committees and other individual Directors process ofevaluation was followed as per the Policy laid down in this regard. The manner in whichthe evaluation has been carried out has been explained in the Report on CorporateGovernance.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not adopted any Corporate Social Responsibility Initiatives as the saidprovisions are not applicable.
Mr. Vishal Wasan Member of Institute of Company Secretaries of India is CompanySecretary cum Compliance Officer of the Company pursuant to Section 203 and otherapplicable provisions of the Companies Act 2013. He was appointed wef September 29 2018.
CHIEF FINANCE OFFICER
Mr. Ayush Jain is the Chief Finance Officer of the Company pursuant to Section 203 andother applicable provisions of the Companies Act 2013.
The Board had appointed M/s MOK & Associates Chartered Accountants as InternalAuditors of the Company for Financial Year 2018-2019 under provisions of Section 138 ofthe Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014 asrecommended by Audit Committee.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return for the Financial Year ended on 31st March 2019 as requiredby Section 92(3) of the Companies Act 2013 is annexed as Annexure 1. DIRECTORSAND KEY MANAGERIAL PERSONNEL
Mr Suresh Mohanlal Suthar whose term had expired on April 5 2019 as IndependentDirector and Non-Executive Director has been re-appointed as Independent Director. On therecommendation of Nomination and Remuneration Committee the Board had approved hisre-appointment at its meeting held on April 5 2019 and recommends his re-appointment asIndependent Director and Non-Executive Director for a period of three years w.e.f. April5 2019.
During the year the Non- executive Director and Independent Director of the companydid not had any material pecuniary relationship or transaction with Company except inordinary course of business which includes payment of sitting fee.
The Notice convening the Annual General Meeting includes the proposals forre-appointment of the Directors. Brief resumes of the Directors proposed to be reappointedhave been provided as an Annexure to the Notice convening the Annual General Meeting.
The certificate on Non- Disqualification of Directors dated May 24 2019 as issued byM/s. Veenit Pal & Associates Practicing Company Secretaries is annexed as Annexure7
DECLARATION BY INDEPENDENT DIRECTORS)
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under the CompaniesAct 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Independent Directors have also confirmed that theyhave complied with the Companys Code of Conduct & Ethics.
NO. OF BOARD MEETINGS:
The Board of Directors of our Company are as follows:
Mr. Deepak Kumar Babel: Managing Director
Mrs. Priyadarshani Babel: Non-Executive Director & Non- Independent Director
Mr. Pradeep Kumar Jain: Non-Executive Director & Independent Director
Mr. Suresh M Suthar: Non-Executive Director & Independent Director
During the FY 2018-19 the Board of Directors met 7 times. The details of BoardMeetings are provided in the Corporate Governance Report section of this Annual Report.
COMMITTEES OF THE BOARD:
The following Committees constituted by the Board function according to theirrespective roles and defined scope:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
Details of composition terms of reference and meetings held during the year of theabove Committees are given in the Corporate Governance Report section of this AnnualReport. All recommendations made by the Audit Committee have been accepted by the Board.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013 are given in the Notes forming part of the Financial Statements for the year ended31st March 2019.
RELATED PARTY TRANSACTIONS:
During the Financial Year 2018-19 there were no related party transactions entered byour company except as disclosed in the financial statements which were in ordinary courseof business.
Particulars of arrangements with related parties as referred to in Section 188(1) ofthe Companies Act 2013 for the Financial Year 2018-19 are given in prescribed Form AOC -2 which is annexed as Annexure 2.
The policy on Related Party Transactions as recommended by Audit Committee and asapproved by the Board is uploaded on the Companys Website www.armanholdings.in
There are no qualifications reservations adverse remarks or disclaimer made in theAuditors' Report on the Financial Statements of the Company for the Financial Year ended31st March 2019.
M/s. Anmol Rana & Associates Chartered Accountants (Firm Registration No.015666C) were appointed for 5 years as the statutory auditor of the Company till theconclusion of 37th Annual General Meeting of the Company.
The Board of Directors of the Company had approved the recommendation of the AuditCommittee and appointed M/s. Anmol Rana & Associates Chartered Accountants as theStatutory Auditors of the Company for 5 years from 37th Annual General Meetingto hold office till the conclusion of the 42nd Annual General Meeting (AGM) of the Companyto be held in calendar year 2024 subject to approval of members.
M/s. Anmol Rana & Associates Chartered Accountants have confirmed that theirappointment if made would be within the limits specified under Section 141 of theCompanies Act 2013 and that they are not disqualified from being appointed as StatutoryAuditors of the Company in terms of the applicable provisions of the Act and the Companies(Audit and Auditors) Rules 2014.
The Board recommends the appointment of M/s. Anmol Rana & Associates CharteredAccountants New Delhi as the Auditors of the Company at the ensuing Annual GeneralMeeting.
SUBSIDIARIES AND JOINT VENTURES:
The Company has no Subsidiaries and Joint Venture Companies.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism for Directors & employees. Thedetails of the policy are posted on the Companys Website www.armanholdings.in.
SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013 the Secretarial Audit Report forthe year ended 31st March 2019 given by M/s. Veenit Pal & Associates PracticingCompany Secretaries is annexed as Annexure 3
The Board of Directors have framed and regularly implement and monitor risk managementplan of Company. Major risk identified by the business and function are systematicallyaddressed through mitigating actions on a continuing basis.
During the financial year 2018-19 the Company has not accepted any public deposit.
INTERNAL FINANCIAL CONTROLS:
Adequate internal controls system and checks are in place commensurate with the sizeof the Company and nature of its business.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under the provisions of Section 134 of the Companies Act 2013 yourDirectors state that:
in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanations relating to material departures if any;
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 as at 31st March 2019and of the profits of the Company for the year ended on that date;
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;
the Directors have prepared the annual accounts on a going concern basis;
The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and
The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
Reports on Corporate Governance and Management Discussion and Analysis in accordancewith regulation 34 along with Schedule V of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 along with acertificate from the Auditors of the Company are given separately in this Annual Report.
DISCLOSURE UNDER COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014:
The information pursuant to Section 197 of the Companies Act 2013 read with Rules5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of Directors Key Managerial Personnel and employees ofthe Company are annexed to this Report as Annexure 4.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars under Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 to the extent applicable to the Company is given in theprescribed format as Annexure 5.
The Remuneration Policy of the Company is available on the Company's website www.armanholdings.in and is annexed as Annexure6. There has been no major change in the policy since the last financial year. Theremuneration paid to the Directors is as per the terms laid out in the remuneration policyof the Company.
a) Bonus issue Stock options Sweat Equity Shares Equity with Differential Rights: Noneissued during the Financial Year 2018-19.
b) Employees Stock Option Scheme: The Company is not having Employees Stock OptionScheme.
c) Significant and Material Orders passed by the Regulators: None of thesignificant material orders were passed during the Financial Year 2018-19.
d) Sexual Harassment Laws: No complaints under the Sexual Harassment of Women atWork Place (Prevention Prohibition and Redressal) Act 2013 were received during theFinancial Year 2018-19
Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations. How-ever anorder dated April 25 2018 was passed by Registrar of Companies Ahmedabad imposing afine of Rs.18700 each on our Company and Mr. Deepak Kumar Babel Managing Director inrelation to compounding of offence under section 138 of Companies Act 2013 read with rule13 of Companies (Accounts) Rules 2014 for delay in appointment of internal auditor forthe FY 2014-15.
LISTING AND TRADING OF SHARES:
The Equity Shares of our Company are currently listed on BSE Limited and The DelhiStock Exchange Limited and there is no trading in Equity Shares our Company on The DelhiStock Exchange Limited as it de-recognised by SEBI. Further trading in Equity Share ourCompany is under GSM-0 category at BSE Limited. The Listing Fee for the year has beenalready paid to Stock Exchange in terms of regulation 14 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.
PREVENTION OF INSIDER TRADING:
The Company has Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Coderequires preclearance for dealing in the Companys shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.
Further the Board of Directors at its meeting held on March 29 2019 approved theamendment in Code of Conduct for Prevention of Insider Trading and Fair Disclosure ofUn-Published Price Sensitive Information as per SEBI (Prohibition of Insider TradingAmendment) Regu1ations 2018 and subsequent amendment to SEBI (Prohibition of InsiderTrading) Regulations 2018 notified on January 21 2019 Which inter-alia defines policyto determine "Legitimate Purposes". The modified Code is applicable wef April 12019. The Code is also available on the website of the Company at www.armanholdings.in.
POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS:
The Policy for Determining Materiality of Information / Events for reporting to theStock Exchange is framed pursuant to SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 which enables the investors to make well-informedinvestment decisions and take a view on the Materiality of an event that qualifies fordisclosure. The details of the policy are posted on the Company s Website www.armanholdings.in.
POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS:
The Policy for Preservation & Archival of documents is framed pursuant toRegulation 9 & 30(8) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 investors and concerned authority accessed preservation of documents andrecords of the Company through companys website which is required to be maintainedunder the Companies Act 2013 and Listing Regulation. Any disclosure of events orinformation which has been submitted by the Company to the Stock Exchanges will beavailable on the website of the Company for a period of 5 years from the date of itsdisclosure and shall thereafter be archived from the website of the Company for a periodof 3 years. This policy basically deals with the retention and archival of corporaterecords. The details of the policy are posted on the Company s Website www.armanholdings.in
The Directors wish to place on record their appreciation of the contributions made bythe employees at all levels whose continued commitment and dedication helped the companyachieve better results. The Directors also wish to thank customers bankers Central andState Governments for their continued support. Finally your directors would like toexpress their sincere & whole-hearted gratitude to all of you for your faith in us andyour Co-operation & never failing support.
Statements in the Directors Report and the Management Discussion & Analysisdescribing the Companys objectives expectations or forecasts may be forwardlookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Companys operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.
| ||For and on behalf of the Board of Directors |
| ||By Order of the Board |
| ||For Arman Holdings Limited |
|Date: May 29 2019 ||Deepak Kumar Babel |
|Place: Surat ||Managing Director |
| ||DIN: 05200110 |