undefined share price Directors report


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