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Arunis Abode Ltd.

BSE: 526935 Sector: Financials
NSE: N.A. ISIN Code: INE377D01018
BSE 00:00 | 14 Jan 28.00 0.45
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NSE 05:30 | 01 Jan Arunis Abode Ltd
OPEN 28.00
PREVIOUS CLOSE 27.55
VOLUME 242
52-Week high 37.55
52-Week low 18.70
P/E 11.81
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.00
CLOSE 27.55
VOLUME 242
52-Week high 37.55
52-Week low 18.70
P/E 11.81
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Arunis Abode Ltd. (ARUNISABODE) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting the Twenty Seventh (27th) AnnualReport together with the Audited Financial Statements of the Company for the financialyear ended 31st March 2021.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the financial year ended 31st March2021 is summarized below:

(Amount in INR)

Particulars For the financial year ended 31st March 2021 For the financial year ended 31st March 2020
Revenue from Operations 10586312 123784
Other Income 642162 6369989
Total Income 11228474 6493773
Profit before Interest Depreciation and taxes 7204138 1180685
Less: Interest Nil Nil
Less: Depreciation and amortization expense 207876 493245
Profit / (Loss) before tax 6996262 687440
Less: Provision for taxation (including deferred tax) 415403 970554
Profit / (Loss) after tax 6580859 (283114)
Other Comprehensive Income / (Loss) Nil Nil
Total Comprehensive Income / (Loss) 6580859 (283114)

2. COVID-19

The COVID-19 pandemic has caused a major economic shock and has emerged as a globalchallenge creating disruption across the world. The impact of the pandemic had alreadycaused massive dislocation among small businesses just several weeks after its onset. Theimpact of the coronavirus (COVID-19) pandemic is being felt by all the businesses aroundthe world and has caused a decline in general business activities. The outbreak ofCOVID-19 has globally effected people's lives disrupted businesses and jeopardizeddecades of development progress.

3. OPERATIONAL PERFORMANCE

During the financial year under review the Company started its foray into real estatebusiness. During the financial year under review the Company has achieved total revenueof Rs. 10586312/- as against Rs. 123784/- in the previous financial year and NetProfit after tax was Rs. 6580859/- as against loss of Rs. 283114/- in the previousfinancial year.

4. TRANSFER TO RESERVES

During the financial year under review the Company did not transfer any amount toreserves.

5. DIVIDEND

To conserve resources for growth of the Company your directors do not recommended anydividend for the financial year ended 31st March 2021.

6. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

During the financial year under review the Company had no Subsidiary / Joint Ventures/ Associate Companies.

The Company incorporated a Wholly Owned Subsidiary namely Arunis Edifice PrivateLimited on 2nd June 2021.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position ofthe Company which has occurred between the end of the financial year under review and thedate of this report.

8. SHARE CAPITAL OF THE COMPANY

During the financial year under review there was no change in the share capital of theCompany. The issued subscribed and paid up share capital of your Company as on 31stMarch 2021 was Rs. 30000000/- (Rupees Three Crore only) divided into 3000000 equityshares of Rs. 10/- (Rupees Ten only) each fully paid up.

9. CHANGE IN PROMOTER AND PROMOTER GROUP

After completion of the open offer made by Mr. Denis B. Desai to acquire controllingstake in the Company and upon receipt of requests from the previous Promoters and Promotergroup for their re-classification an application for re-classification of Promoters andPromoter group of the Company in accordance with the provisions of Regulation 31A of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ('SEBI Listing Regulations') was made to the BSE Ltd. after receivingCompany's shareholders' approval for the same by passing a resolution in their ExtraOrdinary General Meeting held on 25th December 2020 (adjourned). The BSE Ltd.vide its communication dated 12th May 2021 approved the application for changein Promoters and Promoter group; accordingly Mr. Denis B. Desai has been classified asPromoter of the Company with effect from 12th May 2021.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 ('Act')read with Companies (Management and Administration) Rules 2014 and Articles ofAssociation of the Company Mrs. Dhara D. Desai (DIN: 02926512) Director of the Companyretires by rotation at the ensuing Annual General Meeting ('AGM') and being eligible hasoffered herself for re-appointment and your Board recommends her reappointment.

(b) Appointment

Upon recommendation of the Nomination and Remuneration Committee of the Company Mr.Denis B. Desai was appointed as an Additional Director of the Company with effect from 14thMay 2020. However after becoming aware about disqualification under Section 164(2) ofthe Act he resigned from the directorship of the Company on 16th May 2020.

Upon recommendation of the Nomination and Remuneration Committee of the Company Mrs.Dhara D. Desai was appointed as an Additional Director (DIN: 02926512) of the Company witheffect from 16th May 2020. Further she was appointed as a director by themembers of the Company in their 26th AGM (adjourned) held on 21stAugust 2020. Furthermore upon recommendation of the Nomination and RemunerationCommittee and approval of the Audit Committee of the Company Mrs. Dhara D. Desai wasappointed as Managing Director of the Company for a term of five (5) years with effectfrom 11th November 2020.

Pursuant to the provisions of Section 149 of the Act Mrs. Leena Manish Desai (DIN:08028345) and Ms. Megha Sultania (DIN: 08739417) were appointed as Additional IndependentDirectors of the Company for a period of five (5) consecutive years with effect from 23rdMay 2020. Further they were appointed as Independent Directors by the members in their 26thAGM (adjourned) held on 21st August 2020.

The Board of Directors of the Company on recommendation of Nomination and RemunerationCommittee appointed Mr. Denis B. Desai as Chief Financial Officer of the Company witheffect from 23rd May 2020.

Ms. Shalu Mishra was appointed as Company Secretary & Compliance Officer of theCompany w.e.f. 23rd May 2020.

On 15th September 2020 upon resignation of Ms. Shalu Mishra from the postof Company Secretary & Compliance Officer of the Company and on the recommendation ofNomination and Remuneration Committee the Board of Directors of the Company appointedMrs. Hirak Patel as Company Secretary & Compliance Officer of the Company with effectfrom 16th September 2020.

Mr. Chirag J. Shah (DIN: 06954750) was appointed as an Additional (Non-Executive)Director of the Company with effect from 10th February 2021 and holds officeupto the date of ensuing AGM of the Company. The Company has received a notice in writingfrom a member under Section 160 of the Act proposing his candidature as a director of theCompany. Your directors recommend for his appointment as a director of the Company at theensuing AGM.

(c) Cessation

Due to change in management of the Company Mrs. Monalisa D. Parikh (DIN: 00294485)Chairperson and Managing Director Mr. Lalit P. Dalal (DIN: 00013914) Mr. Jitendra M.Sharma (DIN: 02640342) and Mr. Govindas R. Rathi (DIN: 00288705) Independent Directors ofthe Company resigned from the directorship of the Company with effect from 23rdMay 2020. The Board places on record its appreciation for the services rendered by themduring their tenure.

Mrs. Shweta Jain Company Secretary & Compliance Officer and Ms. Heena Banwari LalGupta Chief Financial Officer of the Company resigned from services of the Company witheffect from 23rd May 2020. The Board places on record its appreciation for theservices rendered by them during their tenure.

Ms. Shalu Mishra resigned from the post of Company Secretary & Compliance Officerof the Company with effect from 15th September 2020.

(d) Declaration from Independent Directors

The Company has received declaration from both the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The IndependentDirectors have also confirmed that they have complied with Schedule IV of the Act and theCompany's Code of Conduct.

Further as required under Section 150(1) of the Act read with Rule 6(1) of Companies(Appointment and Qualifications of Directors) Rules 2014 Mrs. Leena M. Desai and Ms.Megha P. Sultania have registered themselves as an Independent Director in the IndependentDirector data bank and the Independent Directors have also submitted their declaration incompliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification ofDirectors) Rules 2014.

None of the directors of your Company are disqualified under the provisions of Section164(2) of the Act. Your directors have made necessary disclosures as required undervarious provisions of the said Act and the SEBI Listing Regulations and in the opinion ofthe Board both the Independent Directors are persons of integrity and possesses relevantexpertise and experience.

(e) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the applicable provisions of the Act and theSEBI Listing Regulations for performance evaluation of the Board and individual Directors(including Independent Directors) and Committees which includes criteria for performanceevaluation of non-executive directors and executive directors.

The Board has devised questionnaire to evaluate the performances of the Board BoardCommittees and individual Directors. The Chairmen of respective Board Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Board Committees. The reports on performance evaluation of the individualdirectors were reviewed by the Chairperson of the Board.

In a separate meeting of Independent Directors performance of non-independentdirectors the Board as a whole was evaluated considering the views of executivedirectors and non-executive directors.

The evaluation framework for assessing the performance of directors comprises of thefollowing key areas:

(i) Attendance at Board and Committee Meetings;

(ii) Quality of contribution to the deliberations;

(iii) Strategic perspectives or inputs regarding future growth of Company and itsperformance; and

(iv) Providing perspectives and feedback going beyond information provided by themanagement.

(f) Key Managerial Personnel

As on 31st March 2021 the Key Managerial Personnel of the Company were:

Sr. No. Names Designation
1. Mrs. Dhara D. Desai Managing Director
2. Mr. Denis B. Desai Chief Financial Officer
3. Mrs. Hirak Patel Company Secretary & Compliance Officer

11. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in this Report as Annexure I andforms part of this report.

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014 are provided in this Report as Annexure II in aseparate annexure forming part of this report.

12. CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE ANDOTHER MATTERS CONCERNING A DIRECTOR

In terms of the provisions of clause (e) of Section 134(3) read with Section 178(3) ofthe Act the Nomination and Remuneration Committee while appointing a Director considersthe following criteria:

Qualification: Diversity of thought experience industry knowledge skills andage.

Positive Attributes: Apart from the statutory duties and responsibilities theDirectors are expected to demonstrate high standard of ethical behaviour goodcommunication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he / she meets the criterialaid down in Section 149(6) of the Act the rules framed thereunder and Regulation16(1)(b) of the SEBI Listing Regulations.

13. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / businesspolicies and strategy apart from other business of the Board. The notice of Board meetingsare given well in advance to all the directors of the Company. The agenda of the Board /Committee meetings are circulated 7 days prior to the date of the meetings. In case of anybusiness exigencies meetings are called and convened at shorter notice or theresolutions are passed by circulation and later placed in the next Board Meeting. Theagenda for the Board / Committee meetings include detailed notes on the items to bediscussed at the meetings to enable the directors / members to take informed decision.

During the financial year under review the Board duly met eight (8) times viz. on 14thMay 2020 16th May 2020 23rd May 2020 27th May2020 20th July 2020 14th September 2020 11thNovember 2020 and 10th February 2021. The gap between two consecutive Boardmeetings did not exceed stipulated time.

The details of attendance of the directors at the meetings of the Board of Directorsare as under:

Name of Directors Designation No. of Meetings
Held Attended
Mrs. Monalisa D. Parikh (upto 23rd May 2020) Chairperson and Managing Director 3 3
Mr. Lalit P. Dalal (upto 23rd May 2020) Independent Director 3 3
Mr. Govindas R. Rathi (upto 23rd May 2020) Independent Director 3 3
Mr. Jitendra M. Sharma (upto 23rd May 2020) Independent Director 3 3
Mrs. Dhara D. Desai (w.e.f. 16th May 2020) Chairperson and Managing Director* 6 6
Mrs. Leena M. Desai (w.e.f. 23rd May 2020) Independent Director 5 5
Ms. Megha P. Sultania (w.e.f. 23rd May 2020) Independent Director 5 5
Mr. Chirag J. Shah (w.e.f. 10th February 2021) Non-Executive Director - -

*w.e.f. 11th November 2020

A. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated under the Code of Independent Directors under Schedule IV of the Act aseparate meeting of the Independent Directors of the Company was held on 10th February2021 without the presence of Non-Independent Directors and members of the management toconsider the following:

(i) performance of Non-Independent Directors and the Board as a whole;

(ii) performance of the Chairperson of the Company considering the views of executivedirectors and non-executive directors; and

(iii) assessing the quality quantity and timeliness of flow of information betweenthe Company management and the Board that is necessary for the Board to perform its dutieseffectively and reasonably.

The Independent Directors expressed satisfaction on the performance of NonIndependentDirectors and the Board as a whole. The Independent Directors were also satisfied with thequality quantity and timeliness of flow of information between the Company managementand the Board.

B. COMMITTEES OF THE BOARD OF DIRECTORS:

In accordance with the provisions of the Act and SEBI Listing Regulations the Companyhas constituted three committees of the Board namely:

I. Audit Committee;

II. Nomination and Remuneration Committee; and

III. Stakeholders' Relationship Committee.

I. Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of theAct. The members of the Committee possess sound knowledge on accounts audit financetaxation internal controls etc.

During the financial year under review the Audit Committee duly met five (5) timesviz. on 14th May 2020 23rd May 2020 14th September2020 11th November 2020 and 10th February 2021. The number ofmeetings attended by each member during the financial year under review are as follows:

Name of the Members Designation No. of Meetings
Held Attended
Mr. Lalit P. Dalal (upto 23rd May 2020) Chairman 2 2
Mr. Govindas R. Rathi (upto 23rd May 2020) Member 2 2
Mr. Jitendra M. Sharma (upto 23rd May 2020) Member 2 2
Ms. Megha P. Sultania (w.e.f. 23rd May 2020) Chairperson 3 3
Mrs. Dhara D. Desai (w.e.f. 23rd May 2020) Member 3 3
Mrs. Leena M. Desai (w.e.f. 23rd May 2020) Member 3 3

The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

The Broad terms of reference of Audit Committee are as follows:

• Recommendation for appointment and removal of the Statutory and Branch Auditorsfixations of audit fees and also approval for payment for any other services;

• Reviewing and monitoring the Auditors' independence and performance andeffectiveness of the audit process;

• Discussions with Statutory Auditors before the audit commences; the nature andthe scope of Audit as well as have post audit discussion;

• To review the un-audited financial statements before submission to the Board andto oversee the Company's financial information disclosure;

• Discussion with Internal Auditors on any significant findings and follow upthereon;

• Review the adequacy of internal control system. Finding of any internalinvestigations by the internal auditors in to matters where there is suspected fraud orirregularity or a failure of internal control systems of a material nature and reportingthe matter to the Board;

• Approval or any subsequent modification of transactions of the Company withrelated parties;

• Scrutiny of Inter-corporate loans and investments;

• To review the Annual Budget and to consider and recommend to the Board capitalexpenditure for enhancement of production capacity (excluding capital expenditure fornormal maintenance / repairs/ replacements;

• Valuation of undertaking or assets of the Company wherever it is necessary;

• Reviewing the Company's financial and risk management policies; and

• Reviewing the annual financial statements and the Auditors' Report thereonbefore submission to the Board and to make recommendations to the Board on mattersrelating to the financial management focusing primarily on:

• Any changes in accounting policies and practices;

• Major accounting entries based on exercise of judgment by management;

• Qualifications in draft audit report;

• Significant adjustments arising out of audit;

• The going concern assumption;

• Compliance with accounting standards; and

• Any related party transactions i.e. transactions of the company of materialnature with promoters or the management their subsidiaries or relatives etc. that mayhave potential conflict with the interests of company at large.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is duly constituted as per the provisions ofSection 178 of the Act. During the financial year under review the

Nomination and Remuneration Committee duly met six (6) times viz. on 14thMay 2020 16th May 2020 23rd May 2020 20th July2020 14th September 2020 and 11th November 2020. The details ofattendance of members at such meeting are as follows:

Name of the Members Designation No. of Meetings
Held Attended
Mr. Lalit P. Dalal (upto 23rd May 2020) Chairman 3 3
Mr. Govindas R. Rathi (upto 23rd May 2020) Member 3 3
Mr. Jitendra M. Sharma (upto 23rd May 2020) Member 3 3
Mrs. Leena M. Desai (w.e.f. 23rd May 2020) Chairperson/ Member1 3 3
Mr. Chirag J. Shah (w.e.f. 11th February 2021) Chairman2 - -
Mrs. Dhara D. Desai (w.e.f. 23rd May 2020) Member3 3 3
Ms. Megha P. Sultania (w.e.f. 23rd May. 2020) Member 3 3

Chairperson of the Committee upto 10th February 2021 Chairman of theCommittee w.e.f. 11th February 2021 3Upto 10th February2021

The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

The Broad terms of reference of Nomination and Remuneration Committee are as follows:

• Formulate criteria for determining qualifications positive attributes andindependence of Directors and evaluating the performance of the Board of Directors;

• Identification and assessing potential individuals with respect to theirexpertise skills attributes personal and professional standing for appointment andre-appointment as Directors / Independent Directors on the Board and as Key ManagerialPersonnel;

• Formulate a policy relating to remuneration for the Directors Committee andalso the Senior Management Employees. The Remuneration Policy is available on the websiteof the Company at www.arunis.co; and

• Terms and conditions for appointment of Independent Directors. The same is alsoavailable on the website of the Company at www.arunis.co

III. Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee is duly constituted as per the provisions ofSection 178 of the Act. During the financial year under review the Stakeholders'Relationship Committee duly met four (4) times viz. on 14th May 2020 14thSeptember 2020 11th November 2020 and 10th February 2021.The composition of the Stakeholders' Relationship Committee and the number of meetingsattended by each member during the financial year under review are as follows:

Name of the Members Designation No. of Meetings
Held Attended
Mr. Lalit P. Dalal (upto 23rd May 2020) Chairman 1 1
Mr. Govindas R. Rathi (upto 23rd May 2020) Member 1 1
Mr. Jitendra M. Sharma (upto 23rd May 2020) Member 1 1
Ms. Megha P. Sultania (w.e.f. 23rd May 2020) Chairperson/ Member1 3 3
Mr. Chirag J. Shah (w.e.f. 11th February 2021) Chairman2 - -
Mrs. Dhara D. Desai (w.e.f. 23rd May 2020) Member3 3 3
Mrs. Leena M. Desai Member 3 3

1 Chairperson of the Committee upto 10th February 2021

2 Chairman of the Committee w.e.f 11th February 2021

3 Upto 10th February 2021

The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

The Broad terms of reference of Stakeholders' Relationship Committee are as follows:

• To ensure that the application for registration of transfer transmissiontransposition of equity shares lodged by the shareholders/investors are disposed off inthe stipulated time; and

• To look into the redressing of shareholders' and investors' complaints regardingnon-receipt of Annual Report or dividend declared change of address etc.

14. INDEPENDENT DIRECTORS' DECLARATION

Declarations as required under Section 149(7) of the Act from the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Act were duly received by the Company.

15. REPORT ON CORPORATE GOVERNANCE

As per the provisions of Regulation 15(2) of the SEBI Listing Regulations theprovisions related to Corporate Governance as specified in Regulations 17 to 27 andclauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C D and E ofSchedule V do not apply to a listed entity having paid up share capital not exceedingRupees Ten Crores and Networth not exceeding Rupees Twenty Five Crores as on the last dayof the previous financial year.

As on the last day of the previous financial year the paid up share capital andNetworth of the Company was below the threshold limits as stated above therefore theprovisions of Corporate Governance are not applicable to the Company presently.Accordingly the Report on Corporate Governance and Certificate regarding compliance ofconditions of Corporate Governance does not form part of the Annual Report. However theCompany continues to adhere the best practices prevailing in Corporate Governance andfollows the same in its true spirit.

16. CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review the provisions of Section 135 of the Actregarding Corporate Social Responsibility were not applicable to the Company.

17. ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Act the copy ofAnnual Return as on 31st March 2021 will be placed on the website of theCompany and can be accessed at https://www.arunis.co/pdf/Annual-Return 31.03.2021.pdf

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act your Company has dulyestablished Vigil Mechanism for directors and employees to report concerns about unethicalbehaviour actual or suspected fraud or violation of Company's Code of Conducts or ethicspolicy. Audit Committee of the Board monitors and oversee the vigil mechanism. Yourdirectors hereby confirm that no complain was received from any director or employeeduring the financial year under review.

We affirm that during the financial year under review no employee or director wasdenied access to the Audit Committee.

The detailed policy related to this vigil mechanism is available in the Company'swebsite at www.arunis.co

19. DIRECTORS' RESPONSIBILITY STATEMENT

Your directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134 (3) readwith Section 134 (5) of the Act state that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year 31stMarch 2021 and of the profit of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively

20. 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 were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

21. STATUTORY AUDITORS

As per the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the members of the Company in their 25th AGM held on 7thSeptember 2019 appointed M/s. A. Yadav & Associates Chartered Accountants Vadodara(Firm Registration No. 129725W) as the Statutory Auditors of the Company for a term offive (5) consecutive years i.e. to hold office from conclusion of 25th AGM tillconclusion of 30th AGM to be held for the financial year ending 31stMarch 2024.

M/s. A. Yadav & Associates Chartered Accountants have furnished a certificate oftheir eligibility under Section 141 of the Act and the Companies (Audit and Auditors)Rules 2014 confirming that they are eligible for continuance as Statutory Auditors ofthe Company.

The Statutory Auditors' Report on the Audited Financial Statements of the Company forthe financial year ended 31st March 2021 forms part of this Annual Report.

The Statutory Auditors' report on the Audited Financial Statements for financial yearended 31st March 2021 does not contain any qualifications reservations oradverse remarks or disclaimer. Further they have not reported any fraud as specifiedunder the second proviso to Section 143(12) of the Act.

22. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204(1) of the Act read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. M Baldeva Associates Company Secretaries Thane to undertake SecretarialAudit of the Company for the financial year ended 31st March 2021. TheSecretarial Audit Report is annexed to this report as Annexure III and forms a partof this report.

With respect to observations made by the Secretarial Auditors in their report we wouldlike to state as follows:

Sr. No. Observations Explanation of Board of Directors
1 Delay in filing some e-forms with Registrar of Companies (RoC) Ahmedabad Gujarat Delay in filing e-forms with Registrar of Companies (RoC) Ahmedabad Gujarat was due to the nationwide lockdown imposed to prevent the spread of Covid-19 pandemic in the country which lead to destruction in normal workings.
2. Filing of some e-forms was under Companies Fresh Start Scheme 2020 introduced vide General Circular No. 30/2020 dated 28th September 2020 read with General Circular No. 12/2020 Delay in filing of e-forms was due to the nationwide lockdown imposed to prevent the spread of Covid-19 pandemic in the country which lead to destruction in normal workings
3. Appointed Mr. Denis B. Desai as an Additional Director of the Company w.e.f. 14th May 2020 who was disqualified under Section 164(2) of the Companies Act 2013 The management was not aware about disqualification of Mr. Denis B. Desai under the provisions of Section 164(2) of the Companies Act 2013; however after becoming aware about disqualification under the said provisions he resigned from directorship of the Company on 16th May 2020

23. COST RECORDS AND COST AUDITORS

The Central Government has not prescribed the maintenance of cost records for any ofthe products of the Company under Section 148 (1) of the Act.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE ACT

During the financial year under review the Company had no transactions falling underprovisions of Section 188 of the Act with its related parties.

25. LOANS GUARANTEES OR INVESTMENTS

During the financial year under review your Company has not granted anyinter-corporate loans neither provided any guarantee in connection with any loan to anyparty nor made any investments in terms of the provisions of Section 186 of the Act.

26. RISKS AND AREAS OF CONCERN

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the financialyear risk analysis and assessment was conducted and no major risks were noticed.

27. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and adopted a policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. The Company has constituted an Internal Complaint Committee asrequired under Section 4 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. During the financial year no complain was filedbefore the said Committee. No complain was pending at the beginning or end of thefinancial year under review.

28. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its business operations. Internalcontrol systems comprising of policies and procedures are designed to ensure reliabilityof financial reporting compliance with policies procedures applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control systemin the Company its compliance with operating systems accounting procedures at alllocations of the Company and strives to maintain the standard in Internal FinancialControl.

29. PUBLIC DEPOSITS

During the financial year under review the Company has not accepted or renewed anydeposits from public within the meaning of Sections 73 and 76 of the Act read withCompanies (Acceptance of Deposits) Rules 2014.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2)(e) of the SEBI Listing Regulations theManagement Discussion and Analysis Report forms part of the Annual Report.

31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Though our operations are not energyintensive efforts have been made to conserve energy by utilizing energy- efficient equipment
(ii) the steps taken by the company for utilizing alternate sources of energy The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy
(iii) the capital investment on energy conservation equipment. Not applicable

(b) Technology absorption

(i) the efforts made towards technology absorption Not Applicable
(ii) the benefits derived like product improvement cost reduction product development or import substitution Not Applicable
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) No technology has been imported by the Company
(a) the details of technology imported Not Applicable
(b) the year of import; Not Applicable
(c) whether the technology been fully absorbed Not Applicable
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof Not Applicable
(iv) the expenditure incurred on Research and Development Not Applicable

(c) Foreign exchange earnings and Outgo

During the financial year under review the total foreign exchange outgo (outflows) wasNil (previous year Nil) and the total foreign exchange earned (inflows) was Nil (previousyear Nil).

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand your directors confirm compliance of the same during the financial year under review.

33. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

The Company did not have any of its securities lying in demat / unclaimed suspenseaccount arising out of public/bonus/right issues as on 31st March 2021. Hencethe particulars relating to aggregate number of shareholders and the outstandingsecurities in suspense account and other related matters does not arise.

34. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

During the financial year under review no application was made or proceeding initiatedagainst the Company under the Insolvency and Bankruptcy Code 2016 nor any suchproceeding was pending at the end of the financial year under review.

35. VALUATION OF ASSETS

During the financial year under review there was no instance of one-time settlement ofloans / financial assistance taken from Banks or Financial Institutions hence the Companywas not required to carry out valuation of its assets for the said purpose.

36. ACKNOWLEDGEMENT

Your directors would like to place on record their gratitude for all the guidance andcooperation received from the shareholders banks and other government and regulatoryagencies. Your directors would also like to take this opportunity to express theirappreciation for the hard work and dedicated efforts put in by the employees and lookforward to their continued contribution and support.

For and on behalf of the Board of Directors of Arunis Abode Limited
(formerly known as M. B. Parikh Finstocks Limited)
Dhara D. Desai Chirag J. Shah
Managing Director Director
DIN:02926512 DIN:06954750
Place: Mumbai
Date: 25th June 2021

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