Dear Shareholders,
Your Directors have pleasure in presenting 41% Annual Report together with the Audited
Statement of Accounts for the year ended 31% March, 2023. The Financial highlights for the
year under review are given below:
BRIEF FINANCIAL RESULTS
|
(Amount in Rs.in Lakhs) |
| Particulars |
31st March, 2023 |
31st March, 2022 |
| Total Revenue |
415.70 |
406.89 |
| Profit before Tax after extraordinary item |
2.78 |
3.25 |
| Less Tax |
0.69 |
0.82 |
| Profit for the year |
2.09 |
2.43 |
PERFORMANCE
The Total Income for the financial year under review increased to Rs.415.70 Lakhs
against Rs. 406.89 Lakhs during previous year whereas the Profit after Tax generated by
the company during the year under review is Rs. 2.09 Lakhs as compared to Profit of Rs.
2.43 Lakhs during the previous year. The company is working hard to increase the
profitability in the forthcoming years.
DIVIDEND
Due of lower profit and requirement of funds for the existing business activities, your
Directors do not propose any dividend for the financial year 2022 2023 (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.
OUTLOOK
The Company expects to perform reasonably well subject to prevailing market conditions,
economic scenario and fluctuations in exchange rate.
COMPLIANCE WITH THE INDIAN ACCOUNTING STANDARDS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2023 has been prepared in accordance with the Indian Accounting
Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Rule 7
of the Companies (Accounts) Rules, 2014.
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.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not adopted any Corporate Social Responsibility Initiatives as the said
provisions are not applicable.
BUSINESS RESPONSIBILITY REPORT
The Company has not adopted any Business Responsibility Initiatives as the said
provisions are not applicable.
COMPANY SECRETARY:
Mrs. Dnshti Singhal, Member of Institute of Company Secretaries if India is appointed
as 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.
INTERNAL AUDITOR:
Mr. Anurag R.Gupta, Proprietor of M/s Anurag R.Gupta & Associates, Chartered
Accountants, has provided internal audit report for the Financial Year 2022-23.
SECRETARIAL STANDARDS:
The Company is in compliance with Secretarial Standards on Meetings of Board of
Directors and General Meetings issued by The Institute of Company Secretaries of India.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return for the Financial Year ended on 31st March, 2023 as required
by Section 92(3) of the Companies Act, 2013, is annexed as Annexure 1 and also available
on the website of the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year, none of the Executive Director, Non- Executive Director and
Independent Directors were appointed or re-appointed except for the ones who were liable
to retire.
During the financial year 2022-23, the second term of appointment of Mr. Suresh M
Suthar, Independent Director finished on 4% April 2023. The board of Directors expressed
their gratitude towards the role played by Mr. Suresh M Suthar as an Independent Director
in the Company. Furter Appointment of Mr. Abhishek Tejawat (Chartered Accountant) as an
Independent Director was approved by Nomination and Remuneration committee and the Board
of Directors of the Company w.e.f 5% April 2023 to 4th April 2027 for first term of 5
years Subject to approval from the members of the company at the General Meeting
During the year, the Non- executive Director and Independent Director of the company
did not have any maternal pecuniary relationship or transaction with Company except in
ordinary course of business which includes payment of sitting fee.
The Notice convening the Annual General Meeting includes the proposals for ratification
and appointment of the Director. Brief resumes of the Director proposed to be appointed
have been provided as an Annexure to the Notice convening the Annual General Meeting.
The certificate on Non- Disqualification of Directors dated May 22, 2023 as issued by
M/s. Veenit Pal & Associates, Practicing Company Secretaries, is annexed as Annexure 7
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 16 (1) (b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Independent Directors have also confirmed that they
have complied with the Companys Code of Conduct & Ethics.
The Directors are regularly informed during meetings of the Board and Committees on the
business strategy and business activities. The Directors when they are appointed are given
a detailed orientation on the Company, regulatory matters, business, financial matters,
human resource matters, etc. The details of Familiarisation programmes provided to the
Directors of the Company are mentioned in the Corporate Governance Report and on the
Companys website.
All Independent Directors of the Company have confirmed that they have already
registered their names with the data bank maintained by the Indian Institute of Corporate
Affairs (“I(ICA”) as prescribed by the Ministry of Corporate Affairs under the
relevant Rules, and they would give the online proficiency self-assessment test conducted
by IICA which 1s prescribed under the relevant Rules, if applicable.
NO. OF BOARD MEETINGS:
During the financial year 2022-23, the second term of appointment of Mr. Suresh M
Suthar, Independent Director finished on 4th April 2023. The board of Directors expressed
their gratitude towards the role played by Mr. Suresh M Suthar as an Independent Director
in the Company. Furter Appointment of Mr. Abhishek Tejawat (Chartered Accountant) as an
Independent Director was approved by Nomination and Remuneration committee and the Board
of Directors of the Company w.e.f 5% April 2023 to 4th April 2027 for first term of 5
years Subject to approval from the members of the company at the General Meeting
During the financial year 2022-23, the Board of Directors of our Company are as
follows:
Mr. Deepak Kumar Babel: Managing Director
Mrs. Privadarshani Babel: Non-Executive Director & Non- Independent Director Mr.
Pradeep Kumar Jain: Non-Executive Director & Independent Director - Chairperson Mr.
Abhishek Tejawat: Independent Director
During the FY 2022-23, the Board of Directors met 4 (Four) times. The details of Board
Meetings are provided in the Corporate Governance Report section of this Annual Report.
COMMITTEES OF THE BOARD:
The following Committees constituted by the Board function according to their
respective roles and defined scope: a. Audit Committee b. Nomination and Remuneration
Committee
Stakeholders Relationship Committee
Details of composition, terms of reference and meetings held during the year of the
above Committees are given in the Corporate Governance Report section of this Annual
Report. All recommendations made by all the Committees have been accepted by the Board.
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, 2023.
RELATED PARTY TRANSACTIONS:
During the Financial Year 2022-23, there were no related party transactions entered by
our company except as disclosed in the financial statements which were in ordinary course
of business.
Particulars of arrangements with related parties as referred to in Section 188(1) of
the Companies Act, 2013 for the Financial Year 2022-23 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 Companys Website www.armanholdings.in
AUDITORS REPORT:
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, 2023. The Auditors of the Company have not reported any fraud as specified
under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any
statutory modification(s) or re-enactments(s) thereof for the time being in force.)
M/s. Anmol Rana & Associates, Chartered Accountants (Firm Registration No.
015666C), were appointed for 5 years as the statutory auditor of the Company in 37"
Annual general meeting till the conclusion of 42 Annual General Meeting of the Company.
FRAUDS:
During the year under review, neither the statutory auditors nor the secretarial
auditor have reported to the Audit Committee, under section 143(12) of the Act, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Boards Report.
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 Companys 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, 2023 given by M/s. Veenit Pal
& Associates, Practicing Company Secretaries, is annexed as Annexure 3
Pursuant to and in compliance with the provisions of regulation 24A(2) of the Listing
Regulations, Veenit Pal & Associates, Practicing Company Secretaries have issued
Annual Secretarial Compliance Report for the Financial Year ended March 31, 2023. Said
report was presented at the Board meeting held on May 30, 2023.
RISK MANAGEMENT
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.
DEPOSITS:
During the financial year 2022-23, 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.
The Board reviews the effectiveness of controls documented as a part of internal
financial control framework and take necessary corrective and preventive actions wherever
weaknesses are identified as a result of such reviews. This review covers entity level
controls, process level controls, fraud risk controls and Information Technology
environment.
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 31st March, 2023
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 ANALYSIS:
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 Managenal 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.
NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Policy of the Company is available on the Companys
website www.armanholdings.in and is annexed as Annexure 6. There has been no major change
in the policy since the last financial year. The remuneration paid to the Directors is as
per the terms laid out in the remuneration policy of the Company.
GENERAL:
a) Bonus issue, Stock options, Sweat Equity Shares, Equity with Differential Rights:
None issued during the Financial Year 2022-23.
b) Employees Stock Option Scheme: The Company is not having any Employees Stock Option
Scheme.
c) Material changes and commitments : There are no adverse material changes or
commitments occurred after 31% March 2023 which may affect the financial position of the
company or may require disclosure.
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 2022-23;
e) Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys 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.
f) Proceedings initiated/ pending against Company under the Insolvency and Bankruptcy
Code, 2016: There are no proceedings initiated/ pending against your Company under the
Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.
LISTING AND TRADING OF SHARES:
The Equity Shares of our Company are currently listed on BSE Limited. Further trading
in Equity Share our Company is under GSM-Stage 0 category at BSE Limited. 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 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 pre clearance for dealing in the Companys 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 Code is also available on the website of the Company at 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 companys 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 Companys Website www armanholdings.in
ACKNOWLEDGEMENT:
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.
CAUTIONARY STATEMENT:
Statements in the Directors Report and the Management Discussion & Analysis
describing the Companys 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 Companys 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 |
|
Sd/- |
|
Deepak Kumar Babel |
| Date: May 30, 2023 |
Managing Director |
| Place: Surat |
DIN: 05200110 |
+91-9892691696
