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Arihant Avenues and Credit Ltd.

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010

Director’s Report

Dear Members, Your Directors have the pleasure in presenting the 20th Annual Report together with the Audited Statement of Account of the Arihant Avenues and Credit Limited for the year ending on 31st March, 2015. (Amt. in Rupees) Particulars 2014 - 2015 2013 - 2014 Revenue from operations 4,450,759.00 4,559,963.96 Total revenue 4,450,759.00 4,559,963.96 Expenditure Employee benefits expenses 306,000.00 294,000.00 Other expenses 2,337,570.68 1,895,664.38 Total expenses 2,643,570.68 2,189,664.38 Profit before exceptional and extra ordinary items and tax 1,807,188.32 2,370,299.58 Profit before tax 1,807,188.32 2,370,299.58 Tax expense : Income tax for earlier years 103,975.00 0.00 Provision for income tax 400,000.00 414,159.00 Net profit for the year 1,303,213.32 1,956,140.58 2. APPROPRIATIONS: The Opening Balance of Surplus of Profit and Loss shown under the head Reserves and Surplus was Rs.14076967.29/. During the year under the review, the profit of Rs. 1,303,213.32 was also added. The Closing Balance of Surplus of the Profit and Loss shown under the head Reserves and Surplus was Rs.15380180.61/. 3. COMPANY PERFORMANCE: During the year under the review there was a decline in total income of 2.39% in comparison to the previous year. The decline is mainly attributed to the interest rate. The total expenses have increased by more than 20.7% and the net profit after tax have declined by about 33.38%. However, your Directors are expecting to achieve better results in time to come. 4. DIVIDEND: Your directors do not recommend payment of any dividend for the financial year ended 31st March,2015, in order to conserve the resources of the Company. The Company will retain the earnings for use in the operations of future projects and strive to increase the networth of the stakeholders. 5. CHANGE IN NATURE OF COMPANY BUSINESS : The Company is engaged in the investment activity. There is no change in nature of Company Business. 6. DETAIUS OF DIRECTORS/KEY MANAGERIAUPERSONNEU APPOINTED /RESIGNED: i. Retirement by Rotation: Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, none of the directors are liable for retire by rotation at the ensuing Annual General Meeting. ii. Cessation: There was no cessation of director during the year. iii. Appointment of Additional / Women Director: Mrs. Mukta Maheshwari was appointed as an Additional Director (Women Director) on the Board w.e.f. 27th March, 2015. Mrs. Mukta Maheshwari, Additional Director to hold office till this Annual General Meeting proposed to be appointed as a Director of the company. The necessary resolution proposing her appointment as Director has been proposed in the Notice convening the said Annual General meeting. iv. Appointment of CEO & CFO: During the Year under review in compliance with the provisions of Sections 197 and 203 and all other applicable provisions, if any, of the Companies Act, 2013 Mr. Vijaybhai Vrajlal Mehta was appointed as Chief Finance Officer w.e.f. 27th March, 2015 and change in designation of the Mr. Krishna Awtar Kabra from Whole time director to Managing Director w.e.f. 14th August, 2015. The necessary resolution proposing his appointment as Managing Director has been proposed in the Notice convening the said Annual General meeting. . v. Key Managerial Personnel: The following persons were designated as Key Managerial Personnel: 1) Shri Vijaybhai Vrajlal Mehta: Chief Financial Officer (CFO) 2) Shri Krishna Awtar Kabra: Managing Director 7. DETAILS OF HOLDING /SUBSIDARY COMPANIES: The Company does not have any Holding or Subsidiary Company. 8. FIXED DEPOSIT: The Company has not invited any deposit within the meaning of Chapter V and other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 ( 5 ) ( v ) and ( vi ) of Companies (Accounts) Rules, 2014. 9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS: During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company''s operation in future. 10. INTERNAL FINANCIAL CONTROLS: The Company has an adequate internal financial controls to support the preparation of the financial statements. 11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 ( 3 ) of Companies (Accounts ) Rules, 2014, the Board of Directors hereby declare that there are no particulars to report for the Conservation of Energy & Technology Absorption. There is no foreign exchange earnings and outgo during the year under the review. 12. PERSONNEL: There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014. 13. AUDITORS AND THEIR REPORTS: (A) STATUTORYAUDITORS In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. V.K. Moondra & Co., Chartered Accountants, has been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for the F. Y. 2014-2015, as approved by the members at their Annual General Meeting held on 30th September, 2014. Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment forthe F.Y.2015-16. The observations made in their report and dealt with in the notes forming part of the Accounts at appropriate places are self-explanatory. (B) SECRETARIAL AUDITORS: The Board of Directors of the Company appointed M/s. Jalan Alkesh & Associates, Practising Company Secretaries, conduct Secretarial Audit for the F.Y. 2014-15. The Report of the Secretarial Auditor is annexed to this Report as Annexure 4 which is self explanatory and give complete information. Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2015 given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is annexed as Annexure 4 to this Report. With regard to observations or qualifications made in their report, the explanation for the same are as under: The Company is a Small Sized Company and is having lesser income. The employment of the Company Secretary will require making payments to the Company Secretary. Further the Company is in the process of finding out a suitable candidate with appropriate remuneration. a) With regard to the donations, in the proposed annual report the Company has put a resolution for the approval of the members for making donations in excess of the prescribed limits. b) The Company proposes to provide full connectivity with Registrar and Transfer Agent and thereafter it will enable the Company to provide evoting facility to its members. Other observations are self explanatory and the Board ensures that it will take measures for the compliance of the same. (C) INTERNAL AUDITORS: The Board of Directors has appointed Mr. Harsh Jaju, Chartered Accountant, (M. No.: 140613) as Internal Auditors of the Company for the F.Y. 2015-16. 4. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: Disclosure Under Section 197(12) And Rule 5(1) Of The Companies (Appointment And Remuneration Of Managerial Personnel) Rules, 2014 The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above Rules are annexed as Annexure 1 to this Report and is available on the website of your Company. 15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION The requisite details as required by Section 134(3)(e), Section 178(3) & (4) and Clause 49 of the Listing Agreement are annexed as Annexure 2 to this Report. 16. LISTING OF SHARES: The shares of the company are listed atAhmedabad Stock Exchange and Bombay Stock Exchange. Listing fees of Stock Exchanges is paid for the year 2014-2015. 17. DIRECTORS RESPONSIBITLY STATEMENT: As required under the provisions of Section 134 of the Act, your Directors report that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. (b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period. (c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (d) The Directors have prepared the annual accounts on a going concern basis. (e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively. (f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively. 18. CORPORATE GOVERNANCE: The Clause 49 of the Listing Agreement regarding Corporate Governance is not applicable to the Company, the paid-up capital of the company being less than Rs.10 corers and networth is less than 25 crores, the threshold limit as prescribed therein. 19. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the year under report were on an arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year which may have potential conflict with the interest of the Company. There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. Related Party Transactions Policy is available on the Company''s Website. The details of the related party transactions are provided in the notes to the accounts. Members are requested to refer the same. 20. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT: The particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are furnished in the Notes to the Financial Statements for the year ended 31st March, 215. 21. RISK MANAGEMENT POLICY Risk Management is done by way of systematically identifying, quantifying, and managing all risks and opportunities that can affect achievement of a corporation''s strategic and financial goals. The Board is responsible for framing and monitoring the risk management plan for the company. Risk Management Policy is framed by the Board and they are reviewing the risk management policies and system periodically.. The risk mitigation is done by using the following key strategies: a) Risk Avoidance: By not performing an activity that could carry risk. b) Risk Transfer: Mitigation by having another party to accept the risk, either partial or total, typically by contract or by hedging. c) Risk Reduction: Employing mitigations methods/solutions that reduce the severity of the loss. d) Risk Retention: Accepting the loss when it occurs. Risk retention is done for small risks where the cost of insuring against the risk would be greater over time than the total losses sustained. All risks that are not avoided or transferred are retained by default. This includes risks that are so large or catastrophic that they either cannot be insured against or the premiums are infeasible. In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. 22. INTERNAL CONTROL SYSTEM AND THEIRADEQUACY: The Company has adequate internal control system and procedures to ensure that all the assets of the company are safeguarded and protected against any loss and that all transactions are properly authorised and recorded. The company has an established internal financial control framework including internal controls over financial reporting, operating controls and anti-fraud framework. This framework is regularly reviewed by the management and internal audit team and presented to the audit committee. The internal auditor team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board. 23. DECLARATION BY INDEPENDENT DIRECTORS : The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 ofthe Listing Agreement: (a) Shri Jayantilal N. Shah (b) Shri Dineshkumar Maheshwari (c) Shri PawankumarN. Somani (d) Shri Dineshchandra Turakhia The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence. 24. EXTRACT OF THE ANNUAL RETURN Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as Annexure 3 to this Report. 25. NUMBER OF BOARD MEETINGS: During the year the Board of Directors met 6 times. 26. CORPORATE SOCIAL RESPONSIBILITY: Arihant Avenues and Credit Limited has been implementing a range of CSR activities over the last several years, in areas like poverty alleviation, healthcare, education, women''s welfare in rural India, etc. Pursuant to the provision of Section 135 of the Companies Act, 2013 (the Act) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has constituted a CSR Committee. Shri Krishna awtar Kabra is the Chairman of the Committee and Shri Satyanarayan Kabra and Shri Dinesh Maheshwari are the members of the CSR Committee. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy and the Company''s philosophy for describing its responsibility as a Corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large. The provision of Corporate Social responsibility are not applicable to the Company. 27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees ( permenant, contractual, temporary , trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal. 28. ANNUAL PERFORMANCE EVALUATION: In compliance with the provisions of the Act and Clause 49 of the Listing Agreement, the performance evaluation was carried out of the working of the Board and its Committees, i.e. Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee by way of individual and collective feedback from Directors. The following were the Evaluation Criteria: (a) For Independent Directors: - * Participation in terms of adequacy (time & content) * Contribution through expertise and perspective * Guidance / support to Management outside Board / Committee meetings (b) For Executive Directors: - Leadership initiative, Initiative in terms of new ideas and planning for the Company, Professional skills, problem solving and decision making, Compliance with policies of the Company, ethics, Code of Conduct etc., Reporting of frauds, violations etc., Safeguarding of interest of whistle blowers under vigil mechanism, Timely inputs of the minutes of the meetings of the Board and Committee, if any. The Board reviewed each committee''s terms of reference to ensure that the company''s existing practices remain appropriate. Recommendations from each committee are considered and approved by the board prior to implementation. The Board reviewed each committee''s terms of reference to ensure that the company''s existing practices remain appropriate. Recommendations from each committee are considered and approved by the board prior to implementation. 29. AUDIT COMMITTEE: The company is having an audit committee comprising of the following directors: Name Status Category Shri Pawankumar Somani Chairman Director Shri JyantibhaiN. Shah Member Director ShriDineshA. Turakia Member Director The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board. 30. NOMINATION AND REMUNERATION COMMITTEE: The company is having a Nomination and Remuneration Committee comprising of the following directors: Name Status Category Shri Pawankumar Somani Chairman Director Shri JyantibhaiN. Shah Member Director ShriDineshA. Turakia Member Director The Committee has ensured that any person(s) who is/are appointed or continues in the employment of the company as its chairman, managing director, whole time director shall comply with the conditions laid out under Part I of Schedule V to the Act, 2013. Criteria for performance evaluation, disclosures on the remuneration of directors, criteria of making payments to non executive directors have been disclosed as part of corporate governance report attached herewith. 31. STAKEHOUDERS REUATIONSHIP COMMITTEE: The company is having a Stakeholders Relationship Committee comprising of the following directors: Name Status Category Shri Pawankumar Somani Chairman Director Shri JyantibhaiN. Shah Member Director ShriDineshA. Turakia Member Director The Committee oversees performance of the Registrars and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. The Committee also monitors implementation and compliance with the Company''s Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992. 32. VIGIL MECHANISM: Pursuant to the provisions of section 177(9) & (10) of the Companies Act,2013 and Listing Agreements, a Vigil Mechanism or ''Whistle Blower Policy'' for directors , employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the company. 33. MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE: There are no material changes and commitments, if any, which may have adverse effect on the operations of the Company. 35. HUMAN RESOURCES: The well disciplined workforce which has served the company lies at the very foundation of the company''s major achievements and shall well continue for the years to come. The success of the Company and good track record are largely attributable to the remarkable commitment, dedication and hard work of the employees. The Company has strongly embedded core values and all employees are trained and encouraged to use these values in their daily operations and the bases for making decisions. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance. This has helped to ensure all employees are aligned and focused on key objectives and key performance indicators critical for the Company''s performance. Remuneration and performance are strongly linked together through bonus schemes and increments. 36. CAUTIONARY STATEMENT: Statements in the Management discussion and analysis report describing the company''s objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed and implied. Important factors that could make a difference to the company''s operations include among others, economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the company operates, changes in the government regulations, tax laws and other statutes and incidental factors. 37. APPRECIATION: Your Directors wish to convey their thanks to all the bankers, suppliers, customers and other persons for their continued support to the company. We also place on record our appreciation of the contributions of employees at all levels. Your Directors thanks Governments of various countries where we have our operations especially Government of India and its various Ministries. Your Directors looks forward for their continued support in the future for the consistent growth of the company. For and On Behalf of Board of Directors of ARIHANT AVENUES & CREDIT LTD. Date : 14th August, 2015 Place : Ahmedabad Satyanarayan Kabra Chairman DIN : 00540293

Director’s Report