Arman Financial Services Ltd

BSE: 531179 | NSE:  | ISIN: INE109C01017 
Market Cap: [Rs.Cr.] 40.90 | Face Value: [Rs.] 10
Industry: Finance & Investments

Director's Report
DIRECTORS

To

The Members,

Your Directors are pleased to present the Twenty Second Annual Report and the AuditedAccounts for the financial year ended March 31, 2014.

Summary of the Financial Results

PARTICULARS Year Ended 31st March, 2014 Year Ended 31st March, 2013
(Rs.) (Rs.)
Income from operations 24,47,32,650 16,98,50,230
Profit before Interest, & Depreciation 15,90,03,695 10,58,61,241
Less
Interest 9,11,72,168 5,72,51,632
Depreciation 11,39,409 10,76,794
9,23,11,577 5,83,28,426
PROFIT BEFORE TAXATION 6,66,92,118 4,75,32,815
Provision for Taxation (21,800,000) (15,605,000)
Deferred Tax Assets 99,062 1,579,779
PROFITS AFTER TAXATION 4,49,91,180 3,35,07,594
Prior Period Items NIL NIL
Excess/(Short) provision for earlier year NIL (71,760)
Add: Balance Brought Forward from Previous year 7,79,35,250 5,78,51,553
PROFITS AVAILABLE FOR APPROPRIATIONS 12,29,26,430 9,12,87,387
APPROPRIATIONS
Dividend 6,924,653 45,19,114
Tax on Dividend 1,176,848 7,68,023
8,101,501 52,87,137
Transfer to General Reserve 15,00,000 15,00,000
Transfer to Special Reserve 9,425,000 65,65,000
PROFIT & LOSS A/C SURPLUS 10,38,99,929 7,79,35,250

FINANCIAL PERFORMANCE

Net Revenue from Operations for the year ended March 31, 2014 was Rs 2447.32 lacsrepresenting an increase of 44.09 per cent over the previous year.

Profit before tax for the year was at Rs.666.92 lacs representing an increase of 40.31per cent over the previous year.

CONSOLIDATED PERFORMANCE

The consolidated profit before interest, depreciation, exceptional items and taxes(EBITDA) was Rs 1590.04 Lacs in the Financial Year 2013-14, higher by 50.02 per cent overthe previous year. Consequently, the consolidated profit before exceptional items andtaxes (PBT) was Rs 666.92 Lacs in the Financial Year 2013-14 compared to Rs 475.33 Lacs inthe previous year.

APPROPRIATIONS

Dividend

The Board has recommended payment of dividend at Rs 1/- per equity share of 10/- eachfor the financial year 2013-14. The dividend, if approved by the members at the AnnualGeneral Meeting, will result in a cash outflow of Rs 81.02 lacs including dividend tax.

Transfer to Reserves

According to Companies (Transfer of Profits to Reserves) Rules, 1975, the Board hasrecommended a transfer of Rs.15,00,000/- to the general reserve and as required by Section45-IC of the Reserve Bank of India Act, 1934. an amount of Rs. 94,25,000/- to SpecialReserve.

SHARE CAPITAL

During the year, the following changes were effected in the Share Capital of yourCompany:-Increase in Issued and Paid up Share Capital

The following securities were allotted on 14/10/2013 during the financial year:

i. 71,286 Ordinary Equity Shares of face value of Rs. 10/- each at a premium of Rs46.95 per equity share;

ii. 12,04,474 Class- "A" Ordinary Equity Share of Rs. 10/- each at a premiumof Rs 46.95 per equity share.

LISTING OF SHARES

The Company's share continues to remain listed with the Stock Exchange, Mumbai, wherethe shares are actively traded. BSE vide its letter no. DCS/PREF/JS/FIP/679/2013-14 dated12/03/2014 has approved listing of 71,286 equity shares of Rs 10/- each issued at apremium of Rs 46.95 per equity share

SUBSIDIARY COMPANY

The consolidated financial statements presented by the Company include financialinformation of its subsidiary prepared in compliance with applicable Accounting Standards.The balance sheet, Statement of profit and loss and other documents of the subsidiarycompany are covered in this Annual Report as required under Section 212(8) of theCompanies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been reviewed by the Audit Committee and thesame forms a part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance in line with the ListingAgreement. The Company is in compliance with the provisions on corporate governancespecified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from M/s Pinakin Shah & Co., Ahmedabad, a practicingCompany Secretary (FCS-2562) and the report on Corporate Governance form part of thisDirectors' Report.

DIRECTORS

Shri Amitbhai R. Manakiwala [DIN 00011810] and Smt Ritaben J. Patel [DIN 00011818]retire at 22nd Annual General Meeting and have offered themselves for re-appointment. Itis also proposed to appoint Shri Chinubhai R Shah [DIN 00558310], Shri Kaushikbhai D Shah[DIN 00024305] and Shri Lokesh Kumar Singh [DIN 02299205] as Independent Directors of theCompany for a term up to five years, at the forthcoming Annual General Meeting.

Necessary Resolutions for the appointment of the aforesaid Directors have been includedin the Notice convening the ensuing Annual General Meeting and details of the proposalsfor appointment of independent directors are mentioned in the explanatory statement to theNotice.

CODE OF CONDUCT

The code of conduct for all board members and Key Managerial Personnel of the Companyhas been laid down and is being complied in words and spirit. The declaration oncompliance of code of conduct signed by Vice Chairman & Managing Director of theCompany is included as a part of this Annual Report.

SECRETARIALAUDIT

Pinakin Shah & Co., Practicing Company Secretary (FCS-2562) conducted SecretarialAudit pursuant to provisions of Section 383A of the Companies Act, 1956, for the financialyear 2013-14. They have submitted the report confirming compliance with the applicableprovisions of the Companies Act, 1956.

STATUTORY DISCLOSURES:

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Particulars required to be furnished by the Companies (Disclosure of particulars in theReport of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption are not applicable tothe Company. However the Company endeavored to conserve energy consumption whereverfeasible.

The Company has neither used nor earned any foreign exchange during the year underreview.

PERSONNEL

The Industrial Relations scenario continued to be cordial. The Company regards itsemployees as a great asset and accords high priority to training and development ofemployees.

Information as required under Section 217(2A) of the Companies Act, 1956, read with theCompanies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees)Amendment Rules, 2011 is nil.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards havebeen followed;

(b) Appropriate accounting policies have been selected and applied consistently andhave made judgements and estimates that are reasonable and prudent, so as to give a trueand fair view of the state of affairs of the Company as at March 31, 2014 and of theprofit of the Company for the year ended March 31, 2014;

(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) The annual accounts have been prepared on a going concern basis.

CASH FLOW

A Cash Flow statement for the year ended on 31st March, 2014 is attached to the BalanceSheet.

AUDITORS

M/s J. T. Shah & Co., Chartered Accountants, Ahmedabad [Membership No.45669] wereappointed as the statutory auditors of the Company financial year 2013-14 at the AnnualGeneral Meeting of the Company held on 30/08/2013. M/s J. T. Shah & Co., CharteredAccountants, Ahmedabad [Membership No.45669] have been the Auditors of the Company sinceIncorporation and have completed a term of 21 years. As per the provisions of section 139of the Act, no listed company can appoint or re-appoint an audit firm as auditor for morethan two terms of five consecutive years and has also provided a period of three yearsfrom the date of commencement of the Act to comply with this requirement.

In view of the above, M/s J. T. Shah & Co., Chartered Accountants, Ahmedabad[Membership No.45669], being eligible for re-appointment, offer themselves forre-appointment and based on the recommendation of the Audit Committee, the Board ofDirectors proposes their reappointment as the statutory auditors of the Company. Howeverthey will be eligible for reappointment for a maximum period of three years to hold officefrom the conclusion of this Annual General Meeting.

FIXED DEPOSITS

No fixed deposits were accepted from the public during the year. However, deposits fromDirectors as at March 31, 2014 stood at Rs 10.09 lacs. The Company does not have anyunclaimed or overdue deposits as of date.

INSURANCE

The Company's assets are adequately insured against major risks.

ACKNOWLEDGEMENT

The Board appreciates and places on record the contribution made by employees to thesustained satisfactory business performance during the period under review. The Board alsoplaces on record their appreciation of the support of all stakeholders particularlyshareholders, customers, suppliers, the medical fraternity and business partners, all ofwhom have contributed to the Company's success.

For and on behalf of the Board
Place: Ahmedabad.
Date: 11/08/2014 CHINUBHAI R. SHAH
CHAIRMAN
Registered Office :
502-503, Sakar III
Opp. Old High Court
Off Ashram Road
Ahmedabad 380014
Gujarat, India.
   
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Key Information

Key Executives:

Chinubhai R Shah , Chairman

Jayendra B Patel , Vice Chairman & MD & CEO

Kaushikbhai D Shah , Director

Ritaben J Patel , Director


Company Head Office / Quarters:

502-503 Sakar III,
Off Ashram Road Opp Old High S,
Ahmedabad,
Gujarat-380014
Phone : Gujarat-91-079-27541989/30005000 / Gujarat-
Fax : Gujarat-91-079-27543666 / Gujarat-
E-mail : finance@armanindia.com
Web : http://www.armanindia.com

Registrars:

Sharepro Services India Pvt Lt
Devnandan Mega Mall ,Office No 416-420 ,4th Floor Ashram Rd ,Ahmedabad-380006

 
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