The Members Arnold Holdings Limited
Your Directors take pleasure in submitting the 38th Annual Report of theBusiness and operations of your Company and the Audited Financial Statements for thefinancial year ended 31st March 2020.
1. FINANCIAL RESULTS& PERFORMANCE
(Rs. in Lakhs)
|Particulars ||For the year ended 3103-2020* ||For the year ended 31-03-2019* |
|Revenue from operations ||2413.07 ||1643.97 |
|Other Income ||0.77 ||2.09 |
|Total Revenue ||2413.84 ||1646.06 |
|Profit before tax and Exceptional Items ||212.47 ||39.83 |
|Exceptional Items ||0 ||0.00 |
|Profit before Taxation ||212.47 ||39.83 |
|-Current Tax ||55.93 ||11.55 |
|-Deferred Tax ||0.00 ||(0.18) |
|-Income tax of earlier years ||0.00 ||0.00 |
|Net Profit/ (Loss) For The Year ||156.53 ||28.45 |
* Figures regrouped wherever necessary.
The Company discloses financial results on quarterly yearly basis of which results aresubjected to limited review and publishes audited financial results on an annual basis.The Financial Statements as stated above are also available on the Company's websitewww.arnoldholdings.in.
2. STATE OF COMPANY'S AFFAIR
During the year Your Company recorded total revenue of 2413.84 Lacs during the currentfinancial year as compared to total revenue of 1646.06 Lacs in financial year 2018-19 andProfit before Tax for the year 2019-20 stood at 212.46 Lacs as compared to Profit beforetax of 39.83 Lacs in financial year 2018-19. Profit after Tax for the current year stoodat 156.53 Lacs as compared to Profit after Tax of 28.45 Lacs. A detailed analysis on theCompany's performance is included in the "Management's Discussion and Analysis"Report which forms part of this Report.
3. ROAD AHEAD
Our vision is to expand the existing base and widen scope of work. Our priorities areas follows:
Raising the more customer base
Provide the best services and retain the existing client base
Keeping in mind the overall performance and outlook for your Company your Board ofDirectors recommend that this time the company is not declaring dividends as the companyrequire funds for its business expansion. Your Directors are unable to recommend anydividend for the year ended 31stMarch 2020.
5. UNCLAIMED DIVIDEND
There is balance lying in unpaid equity dividend account. Details are showing on thewebsite https://www.arnoldholdings.in/unclaimed dividend account.html
6. TRANSFER TO RESERVE
Company has not transferred any amount from profit to General Reserve.
7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY: COVID-19:
In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments across the globe to enforce lock-downs of all economicactivity. For the Company the focus immediately shifted to ensuring the health andwell-being of all employees and on minimizing disruption to services for all ourcustomers globally. In order to ensure smooth functioning work from home facility wasextended to most of the employees of the company. Although there were uncertainties due tothe pandemic in the last quarter of FY2020 inherent resilience of the business model willposition the Company well to navigate the challenges ahead. Also as the company isinvolved in granting loans and advances operations were going on to some extent in thecompany amidst lockdown period also. But then also the Covid-19 will impact the financesof the company and its impact can be ascertained only after lifting of lockdown and lifecoming to stable position.
8. SHARE CAPITAL
During the Year Company has done Consolidation of Face Value of Equity Shares from Rs.2/- to Rs. 10/- in Board Meeting Held on 13th August 2019 and after beingapproved by the Shareholders in Annual General Meeting held on 27th September2019.
9. CHANGE IN NATURE OF BUSINESS IF ANY
During the Financial Year there has been no change in the business of the company orin the nature of Business carried by the company during the financial year under review.
During the year Company has not accepted any deposits from public within the meaningof the Section 73 of the Companies Act 2013.
11. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Holding Joint Venture or Associate Company.
12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant material order passed by the regulators or courts or tribunalsimpacting the going concern status and company's operation in nature.
13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act 2013 read with the Articles ofAssociation of the Company Mr. Mahendraprasad Mallawat Nathmal (DIN: 00720282) WholeTime Director retire by rotation and is being eligible has offered himself forre-appointment at the ensuing Annual General Meeting. Company's policy on directors'appointment and remuneration is available on the website of the company athttps://www.arnoldholdings.in/policies.html
Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.
The following are the List of Directors and KMP of the Company during the year:
|Name of Directors ||Category & Designation ||Appointment Date ||Change in Designation ||Resignation Date |
|Mr. ||Whole Time Director ||23.11.2010 ||12.08.2016 ||- |
|Mahendraprasad Mallawat Nathmal || || || || |
|Mr. Mohandas Dasari ||Whole Time Director ||10.08.2017 ||11.09.2017 ||30.07.2020 |
|Mr. Sopan Vishwanathrao Kshirsagar ||Non-Executive Independent Director ||07.02.2013 ||28.09.2013 || |
|Mrs. Gazala Kolsawala ||Non-Executive Director ||25/03/2015 ||12.02.2018 ||30.07.2020 |
|Mrs. Sarita Bhartia ||Non-Executive Independent Director ||08.08.2018 ||25.09.2018 ||13.02.2020 |
|Mr. Rajkumar Goyal ||Non-Executive Independent Director ||13.08.2019 ||27.09.2019 ||30.07.2020 |
|Mr. Prakash Saboo ||Additional Executive Director ||13.02.2020 ||- ||22.08.2020 |
|Mr. Sushil Kumar Jhunjhunwala ||Additional NonExecutive Independent Director ||13.02.2020 || || |
|Mr. Santkumar Goyal ||Additional Executive Director ||30.07.2020 ||- ||- |
|Mrs. Munni Devi Jain ||Additional Independent Director ||30.07.2020 ||- ||- |
|Mr. Murari Mallawat ||Additional Executive Director ||22.08.2020 ||- ||- |
|Mr. Mahendraprasad Mallawat Nathmal ||CEO ||13.02.2016 || || |
|Mrs. Minaxi M. ||CFO ||12.08.2016 ||- ||30.05.2019 |
|Choksi || || || || |
|Mr. Dharmendra R. Yadav ||CFO ||30.05.2019 ||- ||- |
|Ms. Soniya Goyal (Soniya Agarwal) ||Company Secretary ||30.11.2013 ||- ||09.01.2020 |
|Ms. Santwana Todi ||Company Secretary ||09.01.2020 ||- ||- |
14. STATUTORY AUDITORS
M/s Amit Ray& Co. Chartered Accountant are Statutory Auditors of the Company whowere appointed in 34th Annual General Meeting on 16.09.2016 to hold the office until theconclusion of the 39th Annual General Meeting.
15. COMMENTS ON AUDITOR'S REPORT
The notes referred to in the Auditor Report are self-explanatory and they do not callfor any further explanation as required under section 134 of the Companies Act 2013.TheStatutory Auditors have not reported any incident of fraud to the Audit Committee of theCompany in the year under review.
Ms. Soniya Agarwal was appointed as an internal Auditor of the Company for theFinancial Year 2019-20. Internal Auditors are appointed by the Board of Directors of theCompany based on the recommendation of the Audit Committee. The Internal Auditor reportstheir findings on the internal Audit of the Company to the Audit Committee on a quarterlybasis. The Scope of Internal audit is approved by the Audit Committee.
The Company has appointed Ms. Santwana Todi as an Internal Auditor for period of fiveyears from the F.Y. 2020-21 to 2024-25in the Board meeting held on 20thJune2020 after obtaining her willingness and eligibility letter for appointment as InternalAuditor of the Company.
17. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and Rule 12 (1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.(Annexure - 1).This Report isalso available on the Company's website at www.arnoldholdings.in.
18. RELATED PARTY TRANSACTION
With reference to Section 134(3) (h) of the Companies Act 2013 all contracts andarrangements with related parties under section 188 of the Companies Act 2013 entered bythe Company during the financial year were in ordinary course of business and at arm'slength basis. Details of the related party transactions made during the year are attachedas Annexure-2 in form AOC-2 for your kind perusal and information. The Policy on RelatedParty Transactions is uploaded on the website of the company. The web link ishttps://www.arnoldholdings.in/policies.html
19. NUMBER OF MEETING HELD DURING THE YEAR
The Details of all meeting of Board of Directors and Committee meeting had taken placeduring the year is given in Annexure 3 in the Corporate Governance Report.
20. COMPOSITION OF BOARD AND ITS COMMITTEE
The detail of the composition of the Board and its committees thereof and detail of thechanges in their composition if any is given in Annexure 3 in the Corporate GovernanceReport. The composition of the Board and its committee is also available on the website ofthe company atwww.arnoldholdings.in .
21. LOANS GUARANTEES AND INVESTMENT
The Company is a Non-Banking Financial Company and all the loans guarantees andinvestment made are in accordance with section 186 of Companies Act 2013.
22. DECLARATION BY INDEPENDENT DIRECTORS
Company has received declaration from all the independent directors duly signed by themstating that they meet the criteria of independence as provided in section 149(6) of theCompanies Act 2013.
There has been no Change in the circumstances affecting their status as IndependentDirectors of the Company so as to qualify themselves to be appointed as IndependentDirectors under the provisions of the Companies Act 2013 and the relevant regulations.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act 2013 the IndependentDirectors of the company have complied with the code of Independent Director. IndependentDirectors met separately on 26th March 2020 to inter alia review theperformance of Non-Independent Directors (Including the Chairman) the entire Board andthe quality quantity and timeliness of the flow of the information between the Managementand the Board.
23. VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company have been denied access to the AuditCommittee. The Whistle Blower Policy has been posted on the website of the Companyathttps://www.arnoldholdings.in/policies.html
24. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your directorshereby confirm:
A. That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departments;
B. That 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 if the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
C. That the directors had 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 for preventing and detecting fraud and other irregulations;
D. That the directors had prepared the annual accounts on a going concern basis; and
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.
25. ANNUAL EVALUATION
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees based on the evaluation criteria defined by Nominationand Remuneration Committee (NRC) for performance evaluation process of the Board itsCommittees and Directors.
The performance evaluation of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as participation in decisionmaking; participation in developing corporate governance; providing advice and suggestionetc.
The Committees of the Board were assessed on the degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.
The board reviewed the performance of the individual directors on the basis of thecriteria such as the contribution in decision making contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive suggestions and advice in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.
26. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has a well-placed proper and adequate internal financial control systemwhich ensures that all the assets are safeguarded and protected and that the transactionsare authorized recorded and reported correctly. The internal audit covers a wide varietyof operational matters and ensures compliance with specific standard with regards toavailability and suitability of policies and procedures. During the year no reportablematerial weakness in the design or operation were observed.
27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The companies act 2013 re-emphasizes the need for an effective internal financialcontrol system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules 2014requires the information regarding adequacy of internal financial controls with referenceto the financial statements to be disclosed in the board' report. The detailed reportforms part of Independent Auditors Report.
28. CORPORATE GOVERNANCE
Your Company has incorporated the appropriate standards for corporate governance.Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is not required to mandatorily comply with the provisionsof certain regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Company is filing Corporate Governance Report to stock exchangequarterly. However as per Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 company is giving report oncorporate governance report in annual report of the company. Corporate Governance Reportis as per Annexure - 3.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
With reference to Section 134(3) (m) of the Companies Act 2013 the details ofconservation of energy technology absorption and foreign exchange earnings are as perAnnexure - 4.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 are not applicable to the Company.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the Management Discussion and Analysis Report is given in Annexure - 5.
32. SECRETERIAL AUDITOR
Your board has appointed Mr. Ranjit Kejriwal Practicing Company Secretary assecretarial Auditor of the company for the financial year 2019-20. The secretarial reportfor the financial year 2019-20 is attached as Annexure-6. Report of secretarial auditor isself-explanatory and need not any further clarification.
33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The Disclosurespertaining to remuneration as required under section 197(12) of the companies act' 2013read with rules 5 of the companies (appointment and remuneration of managerial personnel)Rules 2014 are annexed in Annexure - 7to this report and form part of this Report.
34. CEO/ CFO CERTIFICATION
In terms of Regulation 17(8) of the Listing Regulations the CEO and CFO has certifiedto the Board of Directors of the Company with regard to the financial statements and othermatters specified in the said regulation for the financial year 2019-20. The certificatereceived from CEO and CFO is attached herewith as per Annexure - 8.
35. CODE OF CONDUCT
Being a listed Company provided to the Company from formulating of Code of Conduct forBoard of Directors and Senior Management Personnel. However Board of Directors hasformulated and adopted Code of Conduct for Board of Directors and Senior ManagementPersonnel. During the year Board of Directors and Senior Management Personnel hascomplied with general duties rules acts and regulations. In this regard certificate fromWhole Time Director as required under Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 has been received by the Board and the same isattached herewith as per Annexure - 9 Code of Conduct form Board of Directors and SeniorManagement Personnel is available on below link: https://www.arnoldholdings.in/code-of-conduct.html
36. CORPORATE GOVERNANCE
Corporate Governance is a set of process practice and system which ensure that theCompany is managed in a best interest of stakeholders. The key fundamental principles ofcorporate governance are transparency and accountability. At Bhatia Company's corebusiness objective is to achieve growth with transparency accountability and withindependency. Company has adopted various corporate governance standard and doing businessin ethical way by which Company has enhance stakeholders trust shareholders wealthcreation by improving shares valuation market capitalization etc.
A certificate received from M/s Amit Ray & Co. Statutory Auditors of the Companyregarding compliance of the conditions of Corporate Governance as required under ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attachedherewith as per Annexure - 10.
37. SEXUAL HARASSMENT OF WOMEN
Your company adopted policy of "Prevention of Sexual Harassment of Women atWorkplace". There were no incidences of sexual harassment reported during the yearunder review in terms of the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder. The objectiveof this policy is to provide protection against sexual harassment of women at workplaceand for redressal of any such complaints of harassment internal complaints committee hasbeen set up to redress the complaints if any.
The company has complied with the provisions relating to constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.Your director's further state that during the yearunder review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
38. STATEMENT ON RISK MANAGEMENT
Risks are events situations or circumstances which may lead to negative consequenceson the Company's business. Risk Management is a structured approach to manage uncertainty.An enterprise wide approach to Risk Management is being adopted by the Company and keyrisks will now be managed within a unitary framework. As a formal roll-out all businessdivisions and corporate functions will embrace Risk Management Policy and Guidelines andmake use of these in their decision making. Key business risks and their mitigation areconsidered in the annual/strategic business plans and in periodic management reviews. Therisk management process over the period of time will become embedded into the Company'sbusiness system and processes such that our responses to risk remain current and dynamic.
39. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA(ICSI)
The Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India (ICSI).
40. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive information with a view to regulate trading in securities bythe Directors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company shares bythe Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Board is responsible for implementation of the Code.
The Company has a Prohibition of Insider Trading Policy and the same has been posted onthe website of the Company at https://www.arnoldholdings.in/policies.html
41. RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
42. FRAUD REPORTING
During the year under review no fraud has been reported by Auditors under Section143(12) of the Companies Act 2013.
43. MAINTENANCE OF COST RECORDS
The company is not required to maintain Cost Records as specified by Central Governmentunder section 148(1) of the Companies Act 2013 and accordingly such accounts and recordsare not made and maintained.
44. STATUTORY INFORMATION
The Company being basically is a Non- Banking Financial Company and dealing in sharesand securities.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment and express their sincere thanks andappreciation to all the employees for their continued contribution support andco-operation to the operations and performance of the company.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in successfulperformance of the Company during the year.
|Place: Mumbai ||For the Board of Director ||For the Board of Director |
|Date: 22.08.2020 ||Arnold Holdings Limited ||Arnold Holdings Limited |
| ||Sd/- ||Sd/- |
| ||Mahendraprasad Mallawat ||Munni Devi Jain |
| ||Whole Time Director ||Chairman |
| ||DIN:00720282 ||DIN:08194500 |