Your Directors have pleasure in presenting 39th Annual Report together with the AuditedStatement of Accounts for the year ended 31st March 2021. The Financialhighlights for the year under review are given below:
BRIEF FINANCIAL RESULTS
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(Amount in Rs. in Lakhs)
|Particulars || |
31st March 2021
31st March 2020
|Total Revenue || |
|Profit before Tax after extraordinary item || |
|Less Tax || |
|Profit for the year || |
The Total Income for the financial year under review decreased to Rs.175.21 Lakhsagainst Rs. 409.89 Lakhs during previous year whereas the Profit after Tax generated bythe company during the year under review is Rs. 0.13 Lakhs as compared to profit of Rs.2.59 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 2020 2021 (Previous year NilDividend).
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year underreview.
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.
CoVID 19 has put the whole world on standstill. The businesses of the majority of thecompanies are affected negatively all over the world and so also huge adverse impact onthe business either organised or unorganised in India and slowing down the economy. Thereare major impacts on the Trading and Import Business also.
During the lockdown period as desired by the authorities our office is closed. Nocommercial activities happened during this period. Inflow of fund in the Company gotstuck. There was no revenue during the Lockdown. The management decided to operate thework and necessary task from the home itself. Since our operations are under lockdown andwe have limited access to clients and suppliers our revenues are affected which hascontributed to losses/ low profitability of the company. Being a trading company we hadsold goods to various costumers. Non fulfillment of the obligations by any party will havethe impact to some extent on the profitability of our company.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not adopted any Corporate Social Responsibility Initiatives as the saidprovisions are not applicable.
Ms. Heena Banga 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.
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.
Mr. Anurag R.Gupta Proprietor of M/s Anurag R.Gupta & Associates CharteredAccountants has provided internal audit report for the Financial Year 2020-21.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return for the Financial Year ended on 31st March 2021 as requiredby Section 92(3) of the Companies Act 2013 is annexed as Annexure 1.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year none of the Executive Director Non- Executive Director andIndependent Director were appointed or re-appointed except for the ones who were liable toretire.
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 for ratificationand appointment of the Directors. Brief resumes of the Directors proposed to be appointedhave been provided as an Annexure to the Notice convening the Annual General Meeting.
The certificate on Non- Disqualification of Directors dated May 25 2021 as issued byM/s. Veenit Pal & Associates Practicing Company Secretaries is annexed as Annexure7
DECLARATION BY INDEPENDENT DIRECTOR(S)
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 they have complied with the Company s Code ofConduct & 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 2020-21 the Board of Directors met 4 (Four) 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 RemunerationCommittee 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 2021.
RELATED PARTY TRANSACTIONS:
During the Financial Year 2020-21 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 2020-21 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 Company s 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 2021.
M/s. Anmol Rana & Associates Chartered Accountants (Firm Registration No.015666C) were appointed for 5 years as the statutory auditor of the Company in 37thAnnual general meeting till the conclusion of 42nd Annual General Meeting ofthe Company.
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 Company s 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 2021 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 2020-21 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 standards havebeen followed along with proper explanations relating to material departures if any;
? 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 March 2021 and of the profitsof the Company for the year ended on that date;
? the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
? 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 the provisions ofall 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 websitewww.armanholdings.in and is annexed as Annexure 6. There has been no major changein the policy since the last financial year. The remuneration paid to the Directors is asper the terms laid out in the remuneration policy of the Company.
GENERAL: a) Bonus issue Stock options Sweat Equity Shares Equity with DifferentialRights: None issued during the Financial Year 2020-21. b) Employees Stock OptionScheme: The Company is not having any Employees Stock Option Scheme. c) Significantand Material Orders passed by the Regulators: None of the significant material orderswere passed during the Financial Year 2020-21.
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 2020-21;
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.
LISTING AND TRADING OF SHARES:
The Equity Shares of our Company are currently listed on BSE Limited. Further tradingin Equity Share our Company is under GSM-Stage 0 category at BSE Limited. The Listing Feefor the year has been already paid to Stock Exchange in terms of regulation 14 ofSecurities and Exchange Board of 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 Code requires preclearance for dealing in the Company s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board of Directors and the designatedemployees have confirmed 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 Websitewww.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 company s website which is required to be maintained underthe Companies Act 2013 and Listing Regulation. Any disclosure of events or informationwhich has been submitted by the Company to the Stock Exchanges will be available on thewebsite of the Company for a period of 5 years from the date of its disclosure and shallthereafter be archived from the website of the Company for a period of 3 years. Thispolicy basically deals with the retention and archival of corporate records. The detailsof 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 Director 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. Important factors that couldinfluence the Company s 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 2021 ||Sd/- |
|Place: Surat ||Deepak Kumar Babel |
| ||Managing Director |
| ||DIN: 05200110 |