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The Directors have pleasure in presenting 36th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018. The Financial highlights for the year under review are given below:
(Amount in Rs. in Lakhs)
31st March, 2018
31st March, 2017
Profit before Tax
Less - Tax
Profit for the year
The Total Income for the financial year under review decreased to Rs. 329.77 Lakhs against Rs. 244.79 Lakhs during previous year whereas the Profit after Tax generated by the company during the year under review is Rs. 1.70 Lakhs as compared to profit of Rs. 1.63 Lakhs during the previous year. However, the company is working hard to increase the profitability in the forthcoming years.
Due of lower profit and requirement of funds for the existing business activities, your Directors do not propose any dividend for the financial year 2017 - 2018 (Previous year - Nil Dividend).
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year under review.
The Company expects to perform reasonably well subject to prevailing market conditions and fluctuations in exchange rate.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Priyadarshani Babel who retires by rotation and being eligible offers herself for re-appointment. The Board recommends her re-appointment.
During the year, the Non- executive Director and Independent Director of the company did not had any material pecuniary relationship or transaction with company.
The Notice convening the Annual General Meeting includes the proposals for re-appointment of the Directors. Brief resumes of the Directors proposed to be reappointed have been provided as an Annexure to the Notice convening the Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTOR(S)
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
FORMAL ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and regulation 17 (10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance and evaluation of Independent Directors, Board, Committees and other individual Directors, process of evaluation was followed as per the Policy laid down in this regard. The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection of Directors, determining Directors independence and payment of remuneration to Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is stated in the Report on Corporate Governance in this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not adopted any Corporate Social Responsibility Initiatives as the said provisions are not applicable.
Mr. Altamish, Member of Institute of Company Secretaries of India, is Company Secretary cum Compliance Officer of the Company pursuant to Section 203 and other applicable provisions of the Companies Act, 2013.
CHIEF FINANCE OFFICER
Mr. Ayush Jain is the Chief Finance Officer of the Company pursuant to Section 203 and other applicable provisions of the Companies Act, 2013.
The Board had appointed M/s MOK & Associates, Chartered Accountants as Internal Auditors of the Company for Financial Year 2017-2018 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return for the Financial Year ended on 31st March, 2018, as required by Section 92(3) of the Companies Act, 2013, is annexed as Annexure 1.
NO. OF BOARD MEETINGS:
During the year the Board of Directors met 6 times. The details of Board Meetings are provided in the Corporate Governance Report section of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended 31st March, 2018.
RELATED PARTY TRANSACTIONS:
During the Financial Year 2017-18, there were no related party transactions entered by our company except as disclosed in the financial statements.
Particulars of arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2017-18 are given in prescribed Form AOC - 2, which is annexed as Annexure 2.
The policy on Related Party Transactions as recommended by Audit Committee and as approved by the Board is uploaded on the Company’s Website www.armanholdings.in
There are no qualifications, reservations, adverse remarks or disclaimer made in the Auditors'' Report on the Financial Statements of the Company for the Financial Year ended 31st March, 2018.
At the 32nd Annual General Meeting of the Company, the Members have appointed M/s. Anmol Rana & Associates, Chartered Accountants, New Delhi as the Auditors of the Company for a period of 5 years upto the conclusion of 37th Annual General Meeting, subject to ratification by shareholders at every Annual General Meeting.
The Board recommends ratification of the appointment of M/s. Anmol Rana & Associates, Chartered Accountants, New Delhi as the Auditors of the Company at the ensuing Annual General Meeting.
SUBSIDIARIES AND JOINT VENTURES:
The Company has no Subsidiaries and Joint Venture Companies.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism for Directors & employees. The details of the policy are posted on the Company’s Website www.armanholdings.in.
SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the year ended 31st March, 2018 given by M/s. Veenit Pal & Associates, Practicing Company Secretaries, is annexed as Annexure 3
The Board of Directors have framed and regularly implement and monitor risk management plan of Company. Major risk identified by the business and function are systematically addressed through mitigating actions on a continuing basis.
During the financial year 2017-18, the Company has not accepted any public deposit.
INTERNAL FINANCIAL CONTROLS:
Adequate internal controls, system and checks are in place commensurate with the size of the Company and nature of its business.
DIRECTORS’ RESPONSIBILITY STATEMENT:
As required under the provisions of Section 134 of the Companies Act, 2013, your Directors state that:
- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
- 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 as at 31 st March, 2018 and of the profits of the Company for the year ended on that date;
- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- the Directors have prepared the annual accounts on a going concern basis;
- The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and
- The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALISIS:
Reports on Corporate Governance and Management Discussion and Analysis in accordance with regulation 34 along with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with a certificate from the Auditors of the Company are given separately in this Annual Report.
DISCLOSURE UNDER COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
The information pursuant to Section 197 of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel and employees of the Company are annexed to this Report as Annexure 4.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, to the extent applicable to the Company, is given in the prescribed format as Annexure 5.
COMPOSITION OF AUDIT COMMITTEE:
Details of Composition of Audit Committee, its terms of reference and meetings held during the year are given in the Corporate Governance Report section of this Annual Report.
a) Bonus issue, Stock options, Sweat Equity Shares, Equity with Differential Rights: None issued during the Financial Year 2017-18.
b) Employees Stock Option Scheme: The Company is not having Employees Stock Option Scheme.
c) Significant and Material Orders passed by the Regulators: None of the significant material orders were passed during the Financial Year 2017-18. However on April 25, 2018, final order was passed by the Regional Director North- Western Region, Ministry of Corporate Affairs in relation to compounding application filed by our Company in relation non compliance of section 138 of Companies Act, 2013 whereby a penalty of Rs.18,700 each was levied on the Company and Mr. Deepak Kumar Babel, MD of our Company respectively.
d) Sexual Harassment Laws: No complaints under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 were received during the Financial Year 2017-18.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. However on April 25, 2018, final order was passed by the Regional Director North- Western Region, Ministry of Corporate Affairs in relation to compounding application filed by our Company in relation non compliance of section 138 of Companies Act, 2013 whereby a penalty of Rs.18,700 each was levied on the Company and Mr. Deepak Kumar Babel, MD of our Company respectively.
LISTING AND TRADING OF SHARES:
The Equity Shares of our Company are currently listed on BSE Limited and The Delhi Stock Exchange Limited and there is no trading in Equity Shares our Company on The Delhi Stock Exchange Limited as it de-recognized by SEBI. Further trading in Equity Share our Company is suspended from trading on BSE Limited due to surveillance reasons w.e.f. 23-12-2015. The Listing Fee for the year has been already paid to Stock Exchange in terms of regulation 14 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. The details of the policy are posted on the Company’s Website www.armanholdings.in.
POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS:
The Policy for Determining Materiality of Information / Events for reporting to the Stock Exchange is framed pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 which enables the investors to make well-informed investment decisions and take a view on the Materiality of an event that qualifies for disclosure. The details of the policy are posted on the Company’s Website www.armanholdings.in.
POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS:
The Policy for Preservation & Archival of documents is framed pursuant to Regulation 9 & 30(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, investors and concerned authority accessed preservation of documents and records of the Company through company’s website, which is required to be maintained under the Companies Act, 2013 and Listing Regulation. Any disclosure of events or information which has been submitted by the Company to the Stock Exchanges will be available on the website of the Company for a period of 5 years from the date of its disclosure and shall thereafter be archived from the website of the Company for a period of 3 years. This policy basically deals with the retention and archival of corporate records. The details of the policy are posted on the Company’s Website www.armanholdings.in
The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.
Statements in the Director’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.
For and on behalf of the Board of Directors
By Order of the Board
For Arman Holdings Limited
Date: May 30, 2018
Place: Surat Deepak Kumar Babel