DIRECTORS REPORT TO THE SHAREHOLDERS
Your Directors have pleasure in presenting 36th Annual Report together with the AuditedStatement of Accounts for the year ended 31st March 2018. The Financial highlights forthe year under review are given below:
(Amount in Rs. in Lakhs)
|Particulars ||31st March 2018 ||31st March 2017 |
|Total Revenue ||329.77 ||244.79 |
|Profit before Tax ||252 ||2.83 |
|Less - Tax ||0.82 ||1.20 |
|Profit for the year ||1.70 ||1.63 |
The Total Income for the financial year under review decreased to Rs. 329.77 Lakhsagainst Rs. 244.79 Lakhs during previous year whereas the Profit after Tax generated bythe company during the year under review is Rs. 1.70 Lakhs as compared to profit of Rs.1.63 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 2017 - 2018 (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.
The Company expects to perform reasonably well subject to prevailing market conditionsand fluctuations in exchange rate.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Priyadarshani Babel who retires by rotation and being eligible offers herself forre-appointment. The Board recommends her re-appointment.
During the year the Non- executive Director and Independent Director of the companydid not had any material pecuniary relationship or transaction with company.
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.
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 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
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.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection of Directors determining Directors independence and paymentof remuneration to Directors Key Managerial Personnel and other employees. The Nominationand Remuneration Policy is stated in the Report on Corporate Governance in this AnnualReport.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not adopted any Corporate Social Responsibility Initiatives as the saidprovisions are not applicable.
Mr. Altamish Member of Institute of Company Secretaries of India is Company Secretarycum Compliance Officer of the Company pursuant to Section 203 and other applicableprovisions 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.
The Board had appointed M/s MOK & Associates Chartered Accountants as InternalAuditors of the Company for Financial Year 2017-2018 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 2018 as requiredby Section 92(3) of the Companies Act 2013 is annexed as Annexure 1. NO. OF BOARDMEETINGS:
During the year the Board of Directors met 6 times. The details of Board Meetings areprovided in the Corporate Governance Report section of this Annual Report.
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 2018.
RELATED PARTY TRANSACTIONS:
During the Financial Year 2017-18 there were no related party transactions entered byour company except as disclosed in the financial statements.
Particulars of arrangements with related parties as referred to in Section 188(1) ofthe Companies Act 2013 for the Financial Year 2017-18 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 2018.
At the 32nd Annual General Meeting of the Company the Members have appointed M/s.Anmol Rana & Associates Chartered Accountants New Delhi as the Auditors of theCompany for a period of 5 years upto the conclusion of 37th Annual General Meetingsubject to ratification by shareholders at every Annual General Meeting.
The Board recommends ratification of the appointment of M/s. Anmol Rana &Associates Chartered Accountants New Delhi as the Auditors of the Company at the ensuingAnnual General Meeting.
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 2018 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 2017-18 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 31 st March 2018and 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 ANALISIS:
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.
COMPOSITION OF AUDIT COMMITTEE:
Details of Composition of Audit Committee its terms of reference and meetings heldduring the year are given in the Corporate Governance Report section of this AnnualReport.
a) Bonus issue Stock options Sweat Equity Shares Equity with Differential Rights: Noneissued during the Financial Year 2017-18.
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 2017-18. However onApril 25 2018 final order was passed by the Regional Director North- Western RegionMinistry of Corporate Affairs in relation to compounding application filed by our Companyin relation non compliance of section 138 of Companies Act 2013 whereby a penalty ofRs.18700 each was levied on the Company and Mr. Deepak Kumar Babel MD of our Companyrespectively.
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 2017-18.
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. However on April25 2018 final order was passed by the Regional Director North- Western Region Ministryof Corporate Affairs in relation to compounding application filed by our Company inrelation non compliance of section 138 of Companies Act 2013 whereby a penalty ofRs.18700 each was levied on the Company and Mr. Deepak Kumar Babel MD of our Companyrespectively.
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 suspended from trading on BSE Limited due to surveillance reasons w.e.f.23-12-2015. The Listing Fee for the year has been already paid to Stock Exchange in termsof regulation 14 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Companys 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. The details of the policy are posted onthe Companys Website 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 Companys 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 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 Companys Websitewww.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 |
| ||Sd/- |
|Date: May 30 2018 || |
|Place: Surat ||Deepak Kumar Babel |
| ||Managing Director |
| ||DIN: 05200110 |