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Arnold Holdings Ltd.

BSE: 537069 Sector: Financials
NSE: N.A. ISIN Code: INE185K01036
BSE 00:00 | 27 May 10.77 0.19
(1.80%)
OPEN

11.20

HIGH

11.20

LOW

10.04

NSE 05:30 | 01 Jan Arnold Holdings Ltd
OPEN 11.20
PREVIOUS CLOSE 10.58
VOLUME 12140
52-Week high 21.80
52-Week low 9.40
P/E 51.29
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.20
CLOSE 10.58
VOLUME 12140
52-Week high 21.80
52-Week low 9.40
P/E 51.29
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Arnold Holdings Ltd. (ARNOLDHOLDINGS) - Director Report

Company director report

To

The Members

Arnold Holdings Limited

Your Directors take pleasure in submitting the 39th Annual Report of theBusiness and operations of your Company and the Audited Financial Statements for thefinancial year ended 31st March 2021.

1. FINANCIAL RESULTS& PERFORMANCE

(Rs. in Lakhs)

Particulars For the year ended For the year ended
31-03-2021* 31-03-2020*
Revenue from operations 3733.11 2413.07
Other Income 14.72 0.77
Total Revenue 3747.83 2413.85
Profit before tax and Exceptional Items 93.68 212.47
Exceptional Items 0.00 0.00
Profit before Taxation 93.68 212.47
-Current Tax 24.03 55.93
-Deferred Tax 0.55 0.00
-Income tax of earlier years 0.00 0.00
Net Profit/ (Loss) For The Year 69.09 156.53

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 3747.83 Lacs during the currentfinancial year as compared to total revenue of 2413.85Lacs in financial year 2019-20 andProfit before Tax for the year 2020-21 stood at 93.68 Lacs as compared to Profit beforetax of 212.47 Lacs in financial year 2019-20. Profit after Tax for the current year stoodat 69.09 Lacs as compared to Profit after Tax of 156.53 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 are as follows:

• Raising the more customer base

• Provide the best services and retain the existing client base

4. DIVIDEND

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 2021.

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 2021 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. Also as the company is involved ingranting loans and advances operations were going on to some extent in the company amidstlockdown period also. But then also the Covid-19 will impact the finances of the companyand its impact can be ascertained only after lifting of lockdown and life coming to stableposition.

8. SHARE CAPITAL

During the Year there have been no changes in the Share Capital of the Company

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.

10. DEPOSITS

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. Santkumar Goyal (DIN: 02052831)Whole Time Directorretire by rotation and is being eligible has offered himself for re-appointment at theensuing Annual General Meeting. Mr. Rajpradeep Mahavirprasad Agrawal (DIN: 09142752)additional executive director is hereby proposed to be appointed as Whole Time Director ofthe company subject to the approval of members in general meeting. Company's policy ondirectors' 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. Mahendraprasad Mallawat Nathmal* Whole Time Director 23.11.2010 12.08.2016 11.11.2021
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
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 Non-Executive Independent Director 13.02.2020 28.09.2020 -
Mr. Santkumar Goyal Whole Time Director 30.07.2020 28.09.2020 -
Mrs. Munni Devi Jain Independent Director 30.07.2020 28.09.2020 -
Mr. Murari Mallawat Whole Time Director 22.08.2020 28.09.2020 -
Mr. Rajpradeep Agrawal Additional Executive Director 24.04.2021 - -
Mr. Mahendraprasad Mallawat Nathmal* CEO 13.02.2016 - 11.11.2021
Mr. Dharmendra R. Yadav CFO 30.05.2019 - -
Ms. Santwana Todi Company Secretary 09.01.2020 - 16.04.2021
Ms. Minal Agarwal Company Secretary 24.04.2021 - -

* Mr. Mahendraprasad Mallawat Nathmal demised on 11.11.2020.

14. STATUTORY AUDITORS

In the AGM held on 16/09/2016 M/s Amit Ray& Co. Chartered Accountant wasappointed as auditors for five years from 01/04/2016 to 31/03/2021. As per Section 139the term of existing auditors ends on this AGM and they need to be Re-appointed for afurther period of 5 years. So the Board proposes to confirm the Re-appointment of M/sAmit Ray& Co. Chartered Accountants to the effect that their reappointment asStatutory Auditors of the Company from the conclusion of 39th Annual General Meeting untilthe conclusion of the 44th Annual General Meeting of the Company if made would be withinthe prescribed limits under Section 139 of the Companies Act 2013 and that they are notdisqualified for such appointment within the meaning of Section 141 of the Companies Act2013.

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.

16. INTERNALAUDITOR

Ms. Santwana Todi was appointed as an internal Auditor of the Company for the FinancialYear 2020-21. Internal Auditors are appointed by the Board of Directors of the Companybased on the recommendation of the Audit Committee. The Internal Auditor reports theirfindings on the internal Audit of the Company to the Audit Committee on a quarterly basis.The Scope of Internal audit is approved by the Audit Committee.

Ms. Santwana Todi tendered her resignation as internal auditor w.e.f 29thJune 2021 so the Company has appointed Ms. Minal Agarwal as an Internal Auditor forperiod of five years from the F.Y. 2021-22 to 2025-26 in the Board meeting held on 29thJune2021 after obtaining her willingness and eligibility letter for appointment as InternalAuditor of the Company.

17. ANNUAL RETURN

As required under Section 92 of the Companies Act 2013(the "Companies Act")the Annual Return for the financial year ended March 31 2021 is available on the websiteof the Company athttps://www.arnoldholdings.in.com/investor/annual-reports.

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-1 in form AOC-2 for your kind perusal and information. The Policy onRelated Party 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 2 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 2 in the CorporateGovernance Report. The composition of the Board and its committee is also available on thewebsite of the 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 statusas Independent Directors of the Company so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantregulations.

All the independent directors have enrolled with the Indian Institute of CorporateAffairs at Manesar for exam "Online Self-Assessment Test".

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 23rd March 2021 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 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 Governance Report is as per Annexure-2.

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 per Annexure-3.

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 of the financial conditionand results of consolidated operations of the Company under review is annexed and formsan integral part of director's report is given in Annexure -4.

32. SECRETERIAL AUDITOR

Your board has appointed Mr. Ranjit Binod Kejriwal Practicing Company Secretary assecretarial Auditor of the company for the financial year 2020-21. The secretarial reportfor the financial year 2020-21 is attached as Annexure-5. Report of secretarialauditor is self-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 –6to this report and form part of thisReport.

34. CEO/ CFO CERTIFICATION

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Certificate from Mr.Dharmendra Ramnihor Yadav Chief Financial Officer of the Company for the year ended 31stMarch 2021 is attached herewith as Annexure-7.

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 – 8.

Code of Conduct form Board of Directors and Senior Management Personnel is available onbelow link: https://www.arnoldholdings.in/code-of-conduct.html

36. CORPORATE GOVERNANCE CERTIFICATE

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. Our Company's core businessobjective is to achieve growth with transparency accountability and with independency.The Company has adopted various corporate governance standards and has been doing businessin ethical way by which Company has enhanced 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 – 9.

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.

45. APPRECIATION

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.

46. ACKNOWLEDGEMENT:

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: 23.08.2021 Arnold Holdings Limited Arnold Holdings Limited
Sd/- Sd/-
Murari Mallawat Munni Devi Jain
Whole Time Director Chairperson
DIN: 08809840 DIN: 08194500

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