To,
The Members,
Arnav Corporation Limited
The Directors of Company are delighted to present 30th Annual Report along
with the Audited Financial statements and Auditors Report for the year ended March 31,
2017.
Your Company has taken many Strategic steps during the year to strengthen its
financials and to achieve all round growth of business.
1. Financial Results:
The financial performance of your Company for the year ended 31.03.2017 is summarized
below:
| Particulars |
|
(Amount in Rs.) |
|
Current Year |
Previous Year |
|
(31.03.2017) |
(31.03.2016) |
| Revenue from Operations |
139,276,301 |
101,774,531 |
| Other Income |
- |
- |
| Total Income |
139,276,301 |
101,774,531 |
| Less: Total Expenses |
138,952,275 |
101,646,849 |
| Profit/Loss Before Taxation |
324,026 |
127,682 |
| Less: Current Tax |
61,743 |
24,330 |
| Deferred Tax |
- |
- |
| Profit After Taxation |
262,283 |
103,352 |
2. Operations and Business Performance:
During the year under review, the topline soared by 36.85% to Rs. 13,92,76,301/- and
the bottom line grew 153% to Rs. 2,62,283/-. The provision for Tax stood at Rs. 61,743/-
as compared to Rs. 24,330/- in the previous year.
3. Dividend:
To conserve the resources for future business requirements of the Company, your
Directors do not recommend any payment of dividend for the year under review.
4. Transfer T o Reserves:
There is no amount proposed to be transferred to the Reserves.
5. Capital Structure:
There has been no change in the capital structure of the company. As on March 31, 2017,
the authorized share capital of the Company was Rs. 100,00,00,000/- consisting of
10,00,00,000 Equity shares of Rs. 10/- each. The Issued, Subscribed and paid up capital
was Rs. 89,42,09,580/-consisting of 8,94,20,958 Equity shares of Rs. 10/- each.
6. Statutory Auditor :
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules
framed thereafter M/s Agarwal Desai & Shah,(Firm Registration No: 124850W),
Chartered Accountants, were appointed as Statutory Auditor of the company from the
conclusion of the 28thAGM held on 30th September, 2015 till the
conclusion of the 33rdAGM, subject to ratification of their appointment of
every AGM. Thus, appropriate resolution for ratification of appointment of Statutory
Auditor shall be put across to the members for their approval in forthcoming AGM.
7. Statutory Auditors Report:
The Auditors Report does not contain any qualification , reservation or adverse remark
and the Notes on financial statement referred to in the Auditors Report are self
-explanatory and do not call for any further comments.
8. Secretarial Auditor:
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 the Company had appointed Ms. NomitaVerma, Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the year ended 31stMarch,
2017.
9. Secretarial Auditors Report:
The Secretarial Audit Report is annexed as "Annexure I" to this Annual
Report. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remark or disclaimer
10. Internal Auditor:
Pursuant to section 138(1) read with the Company (Accounts) Rules, 2014, M/s.
TejasNadkarni& Associates, Practicing Chartered Accountants is appointed as the
Internal Auditor of the Company under whole-time employment. To maintain his objectivity
and independence, the Internal Auditor reports to the Chairman of the Audit Committee.
The Internal Auditor monitors and evaluated the efficiency and adequacy of internal
control systems of your company, its compliance with accounting procedures and policies of
your Company. Based on the report of Internal Audit, the management undertakes corrective
action and thereby strengthens controls.
11. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
The Company has not declared dividend in the past. Hence, there is no Unclaimed
Dividend to be transferred to the Investor Education and Protection Fund.
12. Managements Discussion and Analysis:
The Managements Discussion and Analysis Report for the year under review as stipulates
under Clause 49 of the Listing Agreement with Stock Exchanges in India is presented in a
separate section forming part of the Annual Report.
13. Subsidiaries, J oint Ventures and Associate Companies:
The Company has no Subsidiary, Joint Venture or Associates Companies during the year
review and hence no information required to be furnished as per the provisions of Rule
8(5) (iv) of the Companies (Accounts) Rules, 2014.
14. Directors Responsibility Statement:
The Board of Directors acknowledge the responsibility for ensuing compliances with the
provisions of Section 134(5) of the Companies Act, 2013 in the preparation of annual
accounts for twelve months period ended on 31st March, 2017 and state that:
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The Directors had 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 profit and loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Internal financial controls to be followed by the Company have been laid down and
that such internal financial controls are adequate and were operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and are operating effectively.
15. Corporate Governance:
The Corporate GovernanceReport forms part of this Annual Report and also contains
certain disclosures required under the Companies Act, 2013.
16. Particulars of Contracts and Arrangements with Related Parties :
The Company during the financial year under review has not entered into any
transactions with any related party as defined under section 2(76) of the Companies Act,
2013 read with the Companies (Specification and Definitions Details), Rules, 2014 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no related
party transactions made by the Company during the year with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have potential conflicts with
the interest of the Company at large.
17. Corporate Social Responsibility:
The Conditions prescribed in the Section 135 of the Companies Act,2013 requiring a
Company to constitute a Corporate Social Responsibility Committee are not applicable to
your company. The Board of Directors periodically reviews the applicability of CSR rules
to the Company.
18. Directors and Key Managerial Personnel:
The management of your Company has a healthy mix of youth and experienced individuals
with a very strong Board of Directors to guide the business. Mr. Dhiren Negandhi, the
Managing Director and Jayesh Shah, the Chief Financial Officer of the Company are Key
Managerial Personnel of the Company.
19. Number Of Meetings Of The Board:
During the Financial Year under review, the Board met nine times, as against the
minimum requirement of four meetings during the financial year ended 31st March, 2017. The
Board meetings were held on following dates: (1) 28th May, 2016 (2)15th
July, 2016 (3)13th August, 2016 (4)31thAugust, 2016 (5) 1st October,
2016 (6) 21st October. 2016 (7) 14th November, 2016 (8)3rd
January, 2017 (9)14th February, 2017.All the Directors actively participated in the
meeting. The details thereof are given in Corporate Governance Report which forms a part
of this Annual Report.
20. Declaration given by Independent Directors:
The Independent Directors of the Company have submitted the declaration of Independence
as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the
criteria of independence under Section 149(6) of the Companies Act, 2013.
21. Nomination & Remuneration Policy:
A committee of the Board named as "Nomination and Remuneration Committee" has
been constituted to comply with the provisions of section 178 of Companies Act, 2013. The
Nomination and Remuneration Committee recommendstheNomination and Remuneration policy of
the Company to the Board and the same is adopted and implemented by the Board with or
without modifications. The Nomination and Remuneration Policy guides the management in the
matters relating to directors appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other
matters and to frame proper systems for identification, appointment of Directors &
KMPs, Payment of Remuneration to them and Evaluation of their performance. The policy is
also posted in the investors section of the companys website. The Nomination and
Remuneration Policy isannexed as "Annexure II" to this Annual Report
22. Statement Indicating development & implementation of risk management policy:
Your Company has a well-defined risk management framework in place.The Company has
developed and implementing a risk management policy which includes the identification
therein of elements of risk, which in the opinion of the board may threaten the existence
of the Company.
The Company has constituted a Risk Management Committee of the Board which is
authorized to monitor and review risk management plan. The Committee is also empowered,
inter alia, to review and recommend to the Board the Modifications to the Risk Management
Policy.
23. Board and Director Evaluation and criteria for evaluation:
During the year, the Board has carried out an annual evaluation of its own performance,
performance of Directors and that of its committees.
The Nomination and Remuneration Committee has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation process for the Board, its
Committees and Directors. The criteria for Board Evaluation include inter alia, degree of
fulfillment of key responsibilities, Board structure and composition, establishment and
delineation of responsibilities to various Committees, effectiveness of Board processes,
information and functioning.
Criteria for evaluation of individual Directors include aspects such as attendance and
contribution at Board/ Committee Meetings and guidance/ support to the management outside
Board/ Committee Meetings.
Criteria for evaluation of the Committees of the Board include degree of fulfillment of
key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The procedure followed for the performance evaluation of the Board, Committees and
Directors is detailed in the Directors Report.
24. Material Changes and Commitments:
There have been no material changes and commitments affecting the financial position of
the Company, which have occurred between the end of the financial year and the date of
this Report.
25. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings &
Outgo:
Your Companys operations do not involve any manufacturing or processing activities.
The information on conservation of energy, technology absorption, foreign exchange
earnings and outgo, pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is enclosed as "Annexure III" to this
Report.
26. Particulars of Loans, Guarantees, security and acquisition under Section 186 of the
Companies Act, 2013:
Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans,
guarantees or investments under Section 186 of the Act as at the end of the Financial Year
2016-17 are part of the audited financial statements.
27. Particulars of Employees and related disclosures :
The information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached as "Annexure IV"which forms part of this report.
28. Extract of Annual Return:
Pursuant to the requirement under section 92(3) and Section 134(3) of the Act read with
Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual
Return as on 31stMarch, 2017 in prescribed Form MGT-9 is appended as "Annexure
V" to this Report.
29. Disclosure on Deposit under chapter V:
During the year, your Company has not accepted any deposit within the meaning of the
provisions of Section 73 of the Companies Act, 2013.
30. Disclosure of Composition of Audit Committee and providing Vigil Mechanism:
The Composition of the Audit Committee of the Board of Directors along with composition
of other Committees is stated in the Corporate Governance Report.
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, your Company has
Whistle Blower Policy for Directors and Employees to report to the Audit Committee about
the unethical behavior, fraud or violation of Companys code of conduct. The mechanism
provides for adequate safeguards against victimization of employees and Directors who use
the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.
31. Significant and Material Orders Passed By the Regulators or Courts:
The Company has not received any significant or material orders passed by any
regulatory Authority, Court or Tribunal which shall impact the going concern status and
Companys operations in future.
32. Acknowledgements:
Your Directors wish to place on their sincere appreciation to the Bankers of the
Company, Companys customers, vendors and investors for their continued support during the
year.
The Directors also wish to place on record their continued appreciation for the
dedication and contribution made by employees at all levels and look forward to their
support in future as well.
|
By order of the Board of Directors |
|
Arnav Corporation Limited |
|
Sd/- |
|
Dhiren Negandhi |
| Date: September 05, 2017 |
Chairman & MD |
| Place: Mumbai. |
DIN: 03385812 |
+91-9892691696
