Dear Members,
Your Directors have pleasure in presenting the 31st Annual
Report on the Businesses and Operations of the Company together with Audited Accounts for
the financial year ended on March 31,2023.
1. Financial Summary
| Particulars |
2022-23 2021-22 |
YoY Growth (%) |
| Revenue From Operations |
54,411.22 |
52,610.72 |
3.42 |
| Other Income |
248.34 |
151.00 |
64.46 |
| Total Income |
54,659.56 |
52,761.72 |
3.60 |
| Total Expenses |
53,561.41 |
51,781.45 |
3.44 |
| Profit / (Loss) Before Tax |
1,098.15 |
980.27 |
12.03 |
| Provisions for Income Tax Including Deferred Tax |
66.47 |
61.54 |
8.01 |
| Profit / (Loss) After Tax |
1,031.68 |
918.73 |
12.29 |
| Other Comprehensive Income |
12.35 |
9.34 |
32.23 |
| Total Comprehensive Income for the Period |
1,044.03 |
928.07 |
12.49 |
| Earnings Per Equity Share |
|
|
|
| Basic |
0.65 |
0.58 |
12.07 |
| Diluted |
0.65 |
0.58 |
12.07 |
| Proposed Dividend |
- |
- |
- |
| Transfer to General Reserves |
- |
- |
- |
| Profit Carried to Balance Sheet |
1,031.68 |
918.73 |
- |
| Accumulated Balance of Profit |
4,070.23 |
3,038.54 |
- |
Financial Highlights and State of Companys Affairs
The revenue from operation for the financial year 2022-23 stands at
54,411 Lakhs in compare to 52,611 Lakhs for previous financial year 2021 -22. Total net
profit for the year stood at 1,032 Lakhs in compare to 919 Lakhs for the previous
financial year 2021-22.
2. Transfer to Reserve
The closing balance of the retained earnings of the Company for FY
2022-23, after all appropriation and adjustments was 4,070 Lakhs. The Board of Directors
of the Company has not proposed any amount to be transferred to the General Reserve.
3. Dividend
In order to conserve the profits for future operations, the Board of
Directors of the Company has decided not to recommend any final dividend on equity shares
for the financial year ended on March 31,2023.
4. Listing on Stock Exchanges
As on March 31,2023, the equity shares of the Company was listed on BSE
Limited. The Company has paid the annual listing fees for the financial year ending on
March 31, 2023 within time.
5. Details in Respect of Adequacy of Internal Financial Control with
Reference to the Financial Statements and Audit
The Company has designed and implemented process driven framework for
internal financial controls within the meaning of explanation to Section 134(5)(e) of the
Act.
For the year ended on March 31,2023, the Board is of the opinion that
the Company has adequate internal control systems commensurate with the size, scale and
complexity of its business operations. The internal control systems comprising of policies
and procedures are designed to ensure sound management of your Companys operations, safe
keeping of its assets, optimal utilization of resources, reliability of its financial
information and compliances. The internal financial control operates effectively and no
material weakness exists. The Company has a process in place to continuously monitor the
same and identify gaps, if any, and implement new and / or improved internal controls
whenever the effect of such gaps would have a material effect on the Companys
operations.
The Board of Directors at the recommendations of the Audit Committee
appointed Mr. Anant Patel, Cost Accountant, as Internal Auditor of the Company for the
financial year 2023-24. Other details in respect of internal financial control and their
adequacy are included in the Management Discussion and Analysis, which is a part of this
report.
6. Details of Subsidiary / Joint Venture / Associate Companies
The Company doesnt have any subsidiary, joint venture or associate
Company. Group Companies to the Arfin India Limited includes Krish Ferro Industries
Private Limited.
7. Material Changes, Transactions and Commitment, if any, affecting the
Financial Position of the Company
There are no material changes and commitments, affecting the financial
position of the Company which has occurred between the closure of financial year on March
31, 2023 to which the financial statements relate and on the date of this report.
8. Significant and Material Orders passed by the Regulators or Courts
There have been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Companys
operations. However, members attention is drawn to the statement on contingent
liabilities, commitments in the notes forming part of the financial statements under note
no. 35.
9. Deposits
During the financial year under report, your Company has not accepted
any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013, and the
Companies (Acceptance of Deposits) Rules, 2014, as amended, nor did it have any amount of
deposits carried forward from the previous financial year.
10. Statutory Auditors
M/s. Raman M. Jain & Co., Chartered Accountants, Ahmedabad (FRN:
113290W) were appointed as Statutory Auditors of the Company to hold the office for a term
of five years from the conclusion of the 30th annual general meeting held on
September 24, 2022 until the conclusion of the 35th annual general meeting of
the Company.
Pursuant to the notification dated May 7, 2018 issued by the Ministry
of Corporate Affairs ("The Companies Amendment Act, 2017") amending section 139
of the Companies Act, 2013, the mandatory requirement for ratification of appointment of
Statutory Auditors by the members at every annual general meeting has been omitted and
hence your company has not proposed ratification of appointment of M/s. Raman M. Jain
& Co., Chartered Accountants, at the ensuring general meeting.
The Auditors Report issued by M/s. Raman M. Jain & Co., for the
financial year ended on March 31, 2023 forms part of this annual report and there is no
qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors
in their report.
11. Compliance with Secretarial Standards
The Company complies with all applicable mandatory secretarial standard
issued by the Institute of Company Secretaries of India (ICSI).
12. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of your Company has re-appointed M/s. Kamlesh M. Shah & Co.,
Practicing Company Secretary, Ahmedabad as Secretarial Auditors to conduct an audit of
secretarial records and compliances of the Company, for the financial year ended on March
31,2023.
The Secretarial Audit Report for the financial year ended on March
31,2023 is annexed herewith as Annexure - 4 and the same is unmodified i.e. does
not contain any qualification, reservation, adverse remark or disclaimer.
13. Reporting of Frauds by Auditors
During the year under report, neither the Statutory Auditors nor the
Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees.
14. Cost Auditors
The Board has on the recommendation of the Audit Committee, appointed
M/s. Ashish Bhavsar & Associates, Cost Accountant (FRN: 000387), as a Cost Auditor for
conducting the audit of cost records of the Company for the financial year 2022-23 as well
as for financial year 2023-24.
M/s. Ashish Bhavsar & Associates, have confirmed that their
appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have
also certified that they are free from any disqualifications specified under Section
141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.
The Audit Committee has also received a certificate from Cost Auditors certifying their
independence and arms length relationship with the Company.
As per the provisions of the Companies Act, 2013, the remuneration
payable to Cost Auditor is required to be placed before the members in a general meeting
for their ratification. Accordingly, a resolution seeking members ratification for
the remuneration payable to M/s. Ashish Bhavsar & Associates, Cost Auditor is included
in the notice convening the ensuing annual general meeting.
15. Share Capital
During the financial year under report, the Company has not issued any
further share capital. Pursuant to approval of the members through postal ballot by way of
electronic means on October 21, 2022, The Issued Capital was 1,58,92,405 equity shares of
face value of 10/- each as on the record date, i.e. November 14, 2022 (end of the day),
are sub-divided into 15,89,24,050 equity shares of face value of 1/each.
The detail of the capital structure of the Company is tabulated as below:
| Event Date |
Particulars |
Authorised Share Capital |
Issued, Subscribed and
Paid-up Share Capital |
|
|
No. of Equity Shares |
Amount in |
No. of Equity Shares |
Amount in |
| April 1,2022 |
Share capital at the beginning of the
financial year |
3,15,00,000 |
31,50,00,000 |
1,58,92,405 |
15,89,24,050 |
|
Changes during the year |
NA |
NA |
NA |
NA |
| November 14, 2022 |
Adjustment for Sub-Division of Equity Shares |
28,35,00,000 |
NA |
14,30,31,645 |
NA |
| March 31, 2023 |
Resultant share capital / capital at the end
of the financial year |
31,50,00,000 |
31,50,00,000 |
15,89,24,050 |
15,89,24,050 |
16. Directors & Key Managerial Personnel
I. Details of KMPs and Appointments
During the financial year under report, followings have been designated
as the key managerial personnel of the Company pursuant to Sections 2(51) and Section 203
of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
(a) Mr. Mahendra R. Shah - Chairman & Wholetime Director
(b) Mr. Jatin M. Shah - Managing Director
(c) Mr. Vijay Lathi1 - Chief Financial Officer
(d) Mr. Pawan Kumar Lohiya2 - Chief Financial Officer
(d) Ms. Hetal Koradia3 - Company Secretary 1
Resigned w.e.f. April 15, 2022 2Appointed w.e.f July 18, 2022 3Resigned
w.e.f August 03, 2022, Reappointed September 19, 2022, Resigned w.e.f May 30, 2023
There is a change in the composition of Board of Directors of the
Company during the financial year ending on March 31,2023.
Chief Financial Officer
Mr. Vijay Lathi has resigned and thus ceases to be chief financial
officer of the Company w.e.f. April 15, 2022. Mr. Pawan Lohiya, a member of Institute of
Chartered Accountant (ICAI) was appointed in his place as chief financial officer of the
Company at the meeting of board of directors held on July 18, 2022.
Company Secretary
Ms. Hetal Koradia, member of the Institute of Company Secretaries of
India (ICSI) has been reappointed as Company Secretary and Compliance Officer of the
Company at the meeting of Board of Directors held on September 19, 2022. She resigned from
the said post w.e.f May 30, 2023.
Re-appointment of Independent Director
The shareholders at 30th Annual General Meeting held on
September 24, 2022 reappointed Mr. Mukesh Chowdhary as an Independent Director of the
Company for the another term of five years effective November 10, 2022 up to November 10,
2027 pursuant to Sections 149, 152 and other applicable provisions of the Act and Rules
made thereunder and his office shall not be liable to retire by rotation.
Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Act, all the
Independent Directors have submitted declarations under Section 149(7) of the Companies
Act, 2013 that each of them meets the criteria of independence as provided in Section
149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) and
Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances
affecting their status as Independent Directors of the Company and the Board is satisfied
of the integrity, expertise, and experience (including proficiency in terms of Section
150(1) of the Act and applicable rules thereunder) of all Independent Directors on the
Board.
Further, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs.
II. Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 and the articles of association of the Company, Mr. Jatin M. Shah (DIN:
00182683) will retire by rotation at this annual general meeting and being eligible, he
offers himself for re- appointment. The Board recommends his appointment.
III. Evaluation of the Boards Performance
Pursuant to the provisions of the Companies Act, 2013, and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual evaluation of its own performance and that of its committees as well as
performance of the directors individually considering various aspects of the boards
functioning such as adequacy of the composition of the Board and its committee(s), board
culture, experience & competencies, execution and performance of specific duties &
obligations, governance etc.
Separate exercise was carried out to evaluate the performance of each
of the individual directors including the boards chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgments, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the
entire board excluding Independent Directors and that of the Chairman and the performance
evaluation of the Non-Independent Director and the board as a whole was carried out by the
Independent Directors. The performance evaluation of the Executive Chairman of the Company
was also carried out by the Independent Directors, taking into account the views of the
Managing Director and other Non-Executive Director(s).
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the board and its committees with the Company. This
may be considered as a statement under provisions of Section 134(3)(p) of the Companies
Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014. As at closure of the
financial year, the board of your Company is composed with proper number of Executive and
Non- Executive Director(s).
IV. Remuneration Policy
The Company follows a Policy on Remuneration of Directors and Senior
Management Employees. The policy has been approved by the Nomination & Remuneration
Committee and the board. More details on the same have been given in the corporate
governance report.
The Policy on Remuneration of Directors, Key Managerial Personnel and
Senior Employees can be accessed on website of the Company at the following web link:
http://www.
arfin.co.in/pdf/policies/remuneration-of-directors-key-managerial-personnel-and-
senior-employees-policy-new.pdf
17. Number of Meetings of Board of Directors
The Board of Directors met 5 times during the financial year ended on
March 31, 2023. The details of the board meetings and the attendance of the directors are
provided in the corporate governance report, which is a part of this report.
18. Audit Committee
The Audit Committee of the Company is constituted with Mr. Hardik
Shantilal Hundia as Chairman and Mr. Mukesh Shankerlal Chowdhary, Mr. Mahendra R. Shah and
Mr. Jitendra S. Shah as members of the committee. All the recommendations, if any, made by
the Audit Committee were accepted by the Board of Directors during the period under
report. More details on the Audit Committee have been provided in the corporate governance
report.
19. Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted
unanimously by the Non-Executive Directors of the Company. Mr. Mukesh Shankerlal Chowdhary
holds position of Chairman of the committee and Mr. Hardik Shantilal Hundia and Mr.
Jitendra Shankerlal Shah are members of the committee.
The Policy, required to be formulated by the Nomination and
Remuneration Committee, under Section 178(3) of the Companies Act, 2013 is uploaded on the
Companys website at the following web link: http://www.arfin.co.in
/pdf/policies/remuneration-of-directors-key- managerial-personnel-and-senior-employees-
policy-new.pdf
More details on the committee have been provided in the corporate
governance report.
20. Stakeholder Relationship Committee
In order to redress the grievances of stakeholders timely and in
efficient manner and as statutorily required, the Company has formulated a committee named
Stakeholder Relationship Committee which is headed by Mr. Mukesh Shankerlal Chowdhary as
Chairman and is further constituted with Mr. Mahendra R. Shah, Mrs. Pushpa M. Shah and Ms.
Hetal Koradia as members of the committee.
More details on the committee have been provided in the corporate
governance report.
21. Internal Complaints Committee (ICC)
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered
under this policy. The policy is gender neutral and provides the employees safety against
harassment, if any. The said policy adopted by the Company for prevention of sexual
harassment at workplace is available on its website at the following web link:
http://arfin.co.in/pdf/policies/prevention-of- sexual-harassment-policy.pdf
During the financial year ended on March 31, 2023, the Company did not
receive any complaint pertaining to sexual harassment.
22. Related Party Transactions
All the Related Party Transactions, if any, are being entered on arms
length basis, in ordinary course of business and in compliance with the applicable
provisions of the Companies Act, 2013 and relevant Regulations of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Your directors further confirm
that there were no materially significant Related Party Transactions made by the Company
with promoters, directors or key managerial personnel etc. which may have potential
conflict with the interest of the Company at large.
All the Related Party Transactions are presented to the Audit Committee
and to the board. Omnibus approval has been obtained from Audit Committee, Board of
Directors and members of the Company for the transactions with the related parties.
The policy on Related Party Transactions as approved by the board has
been uploaded on the Companys website at the following weblink:
http://arfin.co.in/pdf/policies/related-party- transactions-policy.pdf
23. Establishment of Vigil Mechanism / Whistle Blower Policy for
Directors and Employees
The Company promotes ethical behaviour in all its business activities
and has put in place a mechanism wherein the employees are free to report illegal or
unethical behaviour, improper practice, wrongful conduct taking place, actual or suspected
fraud or violation of the Companys code of conduct or corporate governance policies or
any improper activity to the Chairman of the Audit Committee of the Company or to the
Chairman of the board. The Whistle Blower Policy has been duly communicated within the
Company.
Under the Whistle Blower Policy, the confidentiality of those reporting
violation(s) is protected and they are not subject to any discriminatory practices. No
personnel have been denied access to the Audit Committee in this regard. The said Vigil
Mechanism / Whistle Blower Policy has been uploaded on website of the Company and can be
accessed at the following web link: http://arfin.co.in/pdf/policies/
vigil-mechanism-or-whistle-blower-policy.pdf
24. Loans, Guarantees or Investments under Section 186 of the Companies
Act, 2013
The Company did not provide any guarantee in respect of loans availed
by any other person, under the provisions of Section 186 of the Companies Act, 2013 and
Rules framed thereunder during the financial year under report. Details of loans and
investments covered under the provisions of Section 186 are given in the notes forming
part of the financial statements which form part of this annual report.
25. Managerial Remuneration
The Company follows a Policy on Remuneration of Directors, KMP and
Senior Management Employees. The Company has paid remuneration to the Executive as well as
sitting fees to the Non- Executive Directors during the financial year under report. More
details on the managerial remuneration have been given in the extract of annual return and
in the corporate governance report.
26. Management Discussion and Analysis Report
A detailed analysis of the Companys performance is made in the
management discussion and analysis report, which forms part of this annual report.
27. Corporate Governance Report
The Company has a rich legacy of ethical governance practices many of
which were implemented by the Company, even before they were mandated by Law.
The Company is committed to transparency in all its dealings and places
high emphasis on business ethics. A report on corporate governance as per the provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part
of this annual report.
28. Code of Conduct
The Board of Directors has laid down a Code of Conduct
("Code") for the board members, managerial personnel and for senior management
employees of the Company. This Code has been posted on the Companys website at
http://arfin.co.in/code-conduct.html.
All the board members and senior management personnel have affirmed
compliance with this code. A declaration signed by the Managing Director to this effect
forms part of the corporate governance report.
The Board of Directors has also laid down a Code of Conduct for the
Independent Directors pursuant to the provisions of Section 149(8) and Schedule IV to the
Companies Act, 2013 via terms and conditions for appointment of Independent Directors,
which is a guide to the professional conduct for Independent Directors and has been
uploaded on the website of the Company at the following weblink: http://arfin.
co.in/pdf/disclosures/terms-and-conditions-of- appointment-of-independent-Directors.pdf
29. Risk Management Policy
The Company has a well-defined risk management framework in place,
which provides an integrated approach for identifying, assessing, mitigating, monitoring
and reporting of risks associated with the business of the Company. The Company has
developed Risk Management Policy in accordance with the provisions of the Act and the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015 ("SEBI Listing
Regulations"). It establishes various levels of accountability and overview within
the Company, while vesting identified officials with responsibility for each significant
risk.
The board has delegated responsibility to the Committee to monitor and
review risk management, assessment and minimization procedures and to develop, implement
and monitor the risk management plan and identify, review and mitigate all elements of
risks which the Company may be exposed to. The Audit Committee and the board also
periodically
review the risk management assessment and minimization procedures.
The board takes responsibility for the overall process of risk
management in the organization. Through Enterprise Risk Management Programme, business
units and corporate functions address opportunities and attend the risks with an
institutionalized approach aligned to the Companys objectives. This is facilitated
by internal audit. The business risk is managed through cross functional involvement and
communication across businesses.
A Risk Management Policy adopted by the board in this regard includes
identification of elements of risks which mainly covers strategic risk, operational risk,
financial risk and hazardous risks which can be accessed from the website of the Company
at the following web link: http://arfin.co.in/ pdf/policies/risk-management- policy.pdf
More details on the risk and concern factors have been given in the
management discussion and analysis report.
30. Corporate Social Responsibility
Pursuant to the provisions of Section 135 of the Companies Act, 2013
including Rules framed thereunder, during the financial year under report the Company
attracted the criteria for applicability of corporate social responsibility. Accordingly,
it has constituted a Corporate Social Responsibility Committee which comprises of:
| Name of the Member |
Nature of Membership |
| 1 Mr. Mahendra R. Shah |
Chairman |
| 2 Mr. Mukesh Chowdhary |
Member |
| 3 Mrs. Pushpa M. Shah |
Member |
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in
Annexure - 6 of this report in the format prescribed in the
Companies (CSR Policy) Rules, 2014.The Policy is available on Companys website of
the Company at the following web link: http://arfin.co.in/pdf/policies
/corporate-social-responsibilitv-policv.pdf
31. Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, with respect to the directors responsibility statement, it is hereby stated:
a. that in the preparation of the annual financial statements for the
year ended on March 31, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in notes to the financial
statements have been selected and applied consistently and judgment and estimates have
been made that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as on March 31, 2023 and of the profit of the Company for the
year ended on that date;
c. that proper and sufficient care has been taken 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;
d. that the annual financial statements for the year ended on March 31,
2023 have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
f. that the system to ensure the compliances with the provisions of all
applicable laws was in place and were adequate and operating effectively.
32. Disclosure u/s 164(2) of the Companies Act,
2013
On the basis of the written representations received from the Directors
as on March 31, 2023 and taken on record by the Board of Directors, none of Directors is
disqualified as on March 31, 2023 from being appointed as a Director in terms of Section
164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
33. Transfer of Amount(s) and Shares to the Investor Education and
Protection Fund
Section 124 of the Companies Act, 2013 mandates that companies shall
transfer dividend(s) that remain unpaid or unclaimed for a period of seven years, from the
unpaid dividend account to the Investor Education and Protection Fund.
During the year, the Company has transferred the unclaimed and
un-encashed dividends of 83,650 related to financial year 2014-15. Further, 6,200
corresponding equity shares on which dividends were unclaimed for seven consecutive years
were transferred as per the requirements of the IEPF Rules.
Information about unclaimed / unpaid dividends and unclaimed shares to
be transferred to IEPF is provided in the notes to the Notice of AGM.
34. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as to conservation of energy, technology absorption and
foreign exchange earnings and outgo required to be disclosed in terms of Section 134 of
the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules,
2014 have been given separately as Annexure - 1.
35. Extract of Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Company has placed a copy of the Annual Return as at March 31,2023 on its
website at http://www.arfin.co.in /annual-return.html. By virtue of amendment to Section
92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual
Return (Form MGT-9) as part of the Boards Report.
36. Form AOC-2
Form AOC - 2 pursuant to clause (h) of sub Section (3) of Section 134
of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 for
disclosure of particulars of contracts / arrangements, if any, entered into by the Company
with the related parties as referred in Section 188(1) of the Companies Act, 2013 for
financial year ended March 31, 2023 is enclosed herewith as Annexure - 2.
37. Particulars of Employees and Remuneration
As required by the provisions of Section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time, the particulars are set out in Annexure - 3.
38. Secretarial Audit Report
The Secretarial Audit Report given by Mr. Kamlesh M. Shah, proprietor
of M/s. Kamlesh M. Shah & Co., Practicing Company Secretary, Ahmedabad, for the
financial year ended on March 31, 2023 is enclosed herewith as Annexure - 4.
39. Auditors Certificate on Corporate Governance
A certificate from Statutory Auditors of the Company regarding
compliance of conditions of corporate governance as stipulated under the provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
herewith as Annexure - 5.
40. Other Disclosures
1. There are no proceedings, either filed by Arfin or filed against
Arfin, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National
Company Law Tribunal or other courts during the financial year 2022-23.
2. There was no instance of onetime settlement with any Bank or
Financial Institution.
41. Acknowledgments
Your Directors wish to convey their appreciation to all the employees
of the company for their enormous efforts as well as their collective contribution,
co-operation, active participation and professionalism as all such things have
collectively made the Companys growth possible.
The Directors would also like to thank the Shareholders, Customers,
Dealers, Suppliers, Bankers, Government, Regulatory Authorities and all other Business
Associates for their continuous support to the Company and their confidence in its
management. Finally, the Directors thank you all for your continued trust and support.
| Registered Office |
For and on Behalf of Board of Directors |
| B-302, 3rd Floor, Pelican House, |
|
| Gujarat Chamber of Commerce Building, |
|
| Ashram Road, Ahmedabad - 380009, |
Mahendra R. Shah |
| Gujarat, India. |
(Chairman) |
| CIN: L65990GJ1992PLC017460 |
(DIN: 00182746) |
| Tel. No.: +91 2764 232620/21 |
|
| Email: investors@arfin.co.in |
Place: Ahmedabad |
| Website: www.arfin.co.in |
Date: August 11, 2023 |
+91-9892691696
