To
The Members,
Your directors have great pleasure in presenting the TWENTY NINTH Annual Report
together with the Audited Accounts of your Company for the Financial Year ended
31.03.2023.
FINANCIAL HIGHLIGHTS:
The financial results of the company compared to the previous year are summarized as
under:
Particulars |
2022-2023 (In lakhs) |
2021-2022 (In lakhs) |
Revenue from operation |
20.40 |
15.21 |
Other income |
127.71 |
230.04 |
Total income |
148.11 |
245.25 |
Total Expense |
72.69 |
110.54 |
Profit/(loss) before Tax |
75.43 |
134.71 |
Tax Expense |
|
|
Current |
19.00 |
20.00 |
Deferred Tax |
- |
- |
Profit / (Loss) After Tax |
56.43 |
114.71 |
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes & Commitments which have occurred between the
end of the financial year of the company to which the balance sheet relates and the date
of the report affecting the financial position of the company.
RESERVES:
The company does not propose to carry any amount to reserves during the financial year.
TRANSFERS TO RESERVE FUND
Under section 45-IC (1) of Reserve Bank of India ('RBI') Act, 1934, non-banking
financial companies ('NBFCs') are required to transfer a sum not less than 20% of its net
profit every year to reserve fund before declaration of any dividend. Accordingly, in the
year 2022-23, Arihant's Securities Limited (the 'Company') has transferred a sum of ^
11.29 lakh to its reserve fund
DIVIDEND:
The Board of Directors has not recommended any dividend for the financial year ended on
31st March, 2023. Since the Board have considered it financially prudent in the long-term
interest of the Company to re-invest the profits into the business of the Company to build
a strong reserve base and grow the business of the Company.
PARTICULARS OF SUBSIDIARY COMPANY, ASSOCIATE COMPANY AND IOINT VENTURE COMPANY
The Company does not have any Subsidiary, Joint Venture or Associate Company; hence
provisions of section 129(3) of the Companies Act, 2013 relating to preparation of
consolidated financial statements are not applicable.
BOARD OF DIRECTORS:
The Current Directors on the Board are as follows:-
Name |
Designation |
Nishikanth Mohanlal Choudhary |
Managing Director |
Prakashchand Ankush Jain |
Independent Director |
Aarisha* |
Additional Director (NonExecutive - Non Independent) |
Narendra Balvantrai Bhatt** |
Independent Director |
Mohana |
Independent Director |
Mr. Nishikanth Mohanlal Choudhary, Director is liable to retire by rotation and being
eligible has offered himself for re-appointment Your Directors recommend the
re-appointment of the Mr. Nishikanth Mohanlal Choudhary retiring by rotation to the
members.
* Aarisha appointed as Additional Director (Non-Executive - Non Independent) with
effect from 09/12/2022.
** Mr. Narendra Balvantrai Bhatt, resigned from the post of Independent Director of the
Company with effect from February 09, 2023 due to his personal reasons,
Composition and Category:
The Board has an optimum combination of Executive and Non-Executive Directors. The
composition of the Board is in conformity with SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015 with reference to number of Executive and Non-Executive
Directors.
The Executive Director is involved in the day to day management of the Company and
NonExecutive Directors, including the Independent Director, bring external and wider
perspective and independence to the decision making.
Mr. Nishikanth Mohanlal Choudhary, Managing Director of the Company, works under the
direction, control, and supervision of the Board of Directors. The Board of Directors meet
regularly to discuss, appraise, and approve matters relating to the company's strategy,
plans, budgets, financials and operations.
Board Meeting:
During the financial year ended 31st March 2023 Six (6) Board Meetings were
held. The dates on which the Board Meetings were held are 30.05.2022, 10.08.2022,
27.08.2022, 11.11.2022, 09.12.2022, and 09.02.2023.
Details of attendance at the Board meetings and the last Annual General Meeting:
Name of Director |
Board Meetings Attended |
Attendance in Last AGM |
Mr. Nishikanth Mohanlal Choudhary |
6 |
Yes |
Mr. Prakashchand Ankush Jain |
6 |
Yes |
Mrs. Mohana |
6 |
Yes |
Mr. Narendra Balvantrai Bhatt |
5 |
No |
Ms. Aarisha |
2 |
No |
Board Agenda:
Meetings are governed by a structured Agenda and a Board member may bring up any matter
for consideration of the meeting in consultation with the Chairman. The detailed agenda
and relevant information are sent to every director at least 7 working days in advance for
each meeting, facilitating effective discussion and decision making. An indicative list of
the information usually placed before the Board is as under:
Annual Budgets and updates thereon.
Capital expenditure proposals if any and review of their implementation.
Quarterly, Half yearly and Annual Results.
Business performance and steps for improvement.
Legal proceedings involving the Company.
Minutes of meetings of Audit Committee, Remuneration Committee and Shareholders
Committee.
Materially important show cause notices, non-compliances, if any, etc.
BOARD COMMITTEES AND MEETINGS
In compliance to the provisions of Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has various Committees of the
Board. Details of scope, constitution, terms of reference, numbers of meetings held during
the year under review along with attendance of Committee Members therein are as mentioned
below.
Name of the Committee |
Composition of the Committee/ No. of times the
committee met |
Highlights of duties, responsibilities & Activities |
| Audit Committee |
Mrs. Mohana DIN:07239307 (Independent and NonExecutive Director)
Chairman of the Committee |
The Audit Committee was mandated with the same Terms of Reference
specified in SEBI (LODR) REGULATIONS,2015 |
|
Mr. Prakashchand Ankush Jain DIN:09301089 (Independent and
NonExecutive Director) Member |
The current Terms of Reference fully conform to the requirements of the
Companies Act-2013. |
|
Mr. Narendra B Bhatt DIN:06964939 (Independent and NonExecutive
Director) (Up to 09th February 2023) Member |
The Audit committee is responsible for overseeing the Company's financial
reporting process, reviewing the quarterly/half yearly/annual financial statements,
reviewing with the management the financial statements and adequacy of internal audit
function, recommending the appointment/reappointment of statutory auditors and fixation of
audit fees, reviewing the significant internal audit findings/related party transactions,
reviewing the Management Discussion and Analysis of financial condition and result of
operations and also statutory compliance issues |
|
Ms. Aarisha DIN: 08776407 (Additional (Non-Executive - Non
Independent Director) - Member (become member of the committee with effect from 09th
February 2023) |
The Committee acts as a link between the management, external and
internal auditors and the Board of Directors of the Company |
|
The Committee met 4 times on 30th May, 2022 10 th
August, 2022 11th November, 2022 09th February, 2023 |
To fix salary allowances and other perks to senior level personnel as and
when appointed by the Company. |
| Nomination & Remuneration Committee |
Mr. Prakashchand Ankush Jain DIN: 09301089 (Independent and
NonExecutive Director) Chairman of the Committee |
REMUNERATION POLICY: The managing director is the only executive director
on the board who is entitled to receive remuneration. The non-executive directors are not
entitled to any remuneration. The compensation to the managing director is within the
scale approved by the shareholders. The elements of compensation comprise a fixed
component and a performance incentive. The compensation is determined based on the level
of responsibility and scales prevailing in the industry. The managing director is not paid
sitting fees for any board / committee meetings attended by him. |
|
Mrs. Mohana DIN: 07239307 (Independent and Non- Executive
Director)- Member |
The role of the committee includes formulation of shareholders' servicing
plans and policies, consideration of valid share transfer requests, share transmissions,
issue of duplicate share certificates, issue of share certificates for split,
dematerialization, consolidation of shares, etc.. |
|
Mr. Narendra B Bhatt DIN:06964939 (Independent and NonExecutive
Director) (Up to 09th February 2023) Chairman |
It further looks into the redressing of shareholders grievances like
non-receipt of balance sheet, non-receipt of declared dividends and determining,
monitoring and reviewing the standards for resolution of shareholders' grievances. |
|
Ms. Aarisha DIN:08776407 (Additional (Non-Executive - Non
Independent Director) - Member (become member of the committee with effect from 09th
February 2023) |
No Compliant received for this financial year, no instrument of transfers
was pending on 31st March 2023. |
|
The Committee met 1 times on 09th December, 2022 |
This committee also monitors and reviews the mechanism of share,
transfers, dematerialization of shares and payment of dividends. |
| Shareholders Relationship Committee |
Mrs. Mohana DIN: 07239307 (Independent and NonExecutive Director)
Chairman of the Committee |
|
|
Mr. Prakashchand Ankush Jain DIN: 09301089 (Independent and
NonExecutive Director) (become member of the committee with effect from 09th
February 2023) |
|
|
Mr. Narendra B Bhatt DIN:06964939 (Independent and NonExecutive
Director) (Up to 09th February 2023) Member |
|
|
Mr. Nishikanth Mohanlal Choudhary DIN:02142746 (Managing
Director)- Member |
|
|
The Committee met 1 times on :- 09th February, 2023 |
|
| Share Transfer Committee |
Mr. Nishikanth Mohanlal Choudhary DIN:02142746 |
|
|
(Managing Director- Chairman of the Committee |
|
|
Mrs. Mohana DIN:07239307 (Independent and NonExecutive Director) |
|
|
Mr. Prakashchand Ankush Jain DIN:09301089 (Independent and
NonExecutive Director) (become member of the committee with effect from 09th
February 2023) |
|
|
Mr. Narendra B Bhatt DIN:06964939 (Independent and NonExecutive
Director) (Up to 09th February 2023) Member |
|
|
The Committee met 1 times on :- 09th February, 2023 |
|
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD
ALONG WITH REASONS
The Audit Committee generally makes certain recommendations to the Board of Directors
of the Company during their meetings held to consider any financial results (Unaudited and
Audited) and such other matters placed before the Audit Committee as per the Companies
Act, 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from
time to time. During the year the Board of Directors has considered all the
recommendations made by the Audit Committee and has accepted and carried on the
recommendations suggested by the Committee to its satisfaction. Hence there are no
recommendations unaccepted by the Board of Directors of the Company during the year under
review
INDEPENDENT DIRECTORS AND FAMILIRISATION PROGRAMME
In terms of the provisions of Section 149(7) of the Companies Act, 2013, all the
Independent Directors of the Company have furnished a declaration to the Company stating
that they fulfill the criteria of Independent Director as prescribed under Section 149(6)
of the Companies Act, 2013 and are not being disqualified to act as an Independent
Director.
In compliance with Regulation 25 & 16 SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and amendments made under thereto. the Board has adopted a
policy on a familiarization programme for Independent Directors of the Company. The policy
familiarizes the Independent Directors with the nature of industry in which the Company
operates business model of the Company, their roles, rights, and responsibilities in the
Company.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
Companies Act, 2013 and the relevant rules.
BOARD EVALUATION
The Board of Directors of the Company has carried out the annual evaluation of its own
performance as well as the evaluation of the working of its committees and individual
Directors. This exercise was carried out through structured questionnaires formulated by
the Nomination & Remuneration Committee. The questionnaires are circulated to all the
directors to seek their response on the evaluation. The evaluation framework provides for
performance parameters and possible paths for improvements.
The performance evaluation of the Non-Independent Directors, Chairman and the Board as
a whole were carried out by the Independent Directors.
The Directors have expressed their satisfaction with the evaluation process and its
results.
KEY MANAGERIAL PERSONNEL
The following Directors/Officials of the Company have been designated as Key Managerial
Personnel (KMP) of the Company by the Board of Directors in terms of provisions of Section
203 of the Companies Act, 2013 and the SEBI Listing Regulations:
1. Mr. Nishikant Mohanlal Choudhary : Managing Director
2. Mrs. Rajshri Choudhary : Chief Financial Officer
3. Mrs. Nutika Jain : Company Secretary
REMUNERATION POLICY OF THE COMPANY
The policy of the Company on directors' appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under Section 178(3) of the Companies Act, 2013, can be
viewed on the Company's website www.arihantssecurities.com. There has been no
change in the policy since the last financial year.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year 2022-23, your Company has complied with applicable
Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company
Secretaries of India
ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a
whistle blower mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected frauds or violation of the Company's code of conduct and
ethics. The Audit Committee of the Board oversees the functioning of Whistle Blower
Policy. The Whistle Blower Policy covering all employees and directors is available in the
Company's website at www.arihantssecurities.com
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, no significant and material orders were passed by the
regulators or courts or tribunals which impact the going concern status and future
operations of the Company.
DEPOSITS:
The Company being non-deposit taking NBFC, has not accepted any deposits from the
public during the year under review
PARTICULARS OF LOANS, INVESTMENT, GUARANTEE AND SECURITY U/S 186(4) OF THE COMPANIES
ACT. 2013
The Company has not given any loans or made investment or provided any guarantee/
security during the financial year under review. The Company has not given any guarantees
other than bank guarantees in the normal course of business to meet contractual
obligations.
LISTING:
The Equity Shares of the Company are listed at the Bombay Stock Exchange. The Annual
Listing Fees for the financial year 2022-2023 has been paid to Bombay Stock Exchange.
AUDITORS:
M/s VARADARAJAN & CO (Firm Registration No. 04515S), Chartered Accountants, No. 68,
1st Main Road, C.I.T. Nagar Nadanam, Chennai-600035 is the Statutory Auditor of the
Company and they hold office till the conclusion of the 33rd Annual General
Meeting to be held in the calendar year 2027. There were no qualification, reservation, or
adverse remark in the Auditor's Report for the financial year ended on March 31, 2023
AUDITORS REPORT:
There are no reservations, qualifications or adverse remarks contained in the Auditors
Report. SECRETARIAL AUDIT REPORT:
The Board of Directors of the company had appointed ASJ & Associates, Practicing
Company Secretaries represented by Abishek Jain (Membership No. FCS 10925/CP 15508),having
address at 1D, Middle Block, Saptamallika Apt, 188, Poonamllee High Road, Kilpauk,
Chennai-600010 who has conducted the Secretarial Audit of the Company for the Financial
Year 2022-2023.The Secretarial Audit report issued by him is attached to this report as Annexure-"B”.
As there are no qualifications, reservation or adverse remark or disclaimer made by the
Company secretary in whole time practice in the secretarial audit report, the need for
providing explanation or comments on the same by the Board of Directors does not arise
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual
return as per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the
website of the company www.arihantssecurities.com.
RELATED PARTY TRANSACTIONS
All related party transaction that was entered into during the financial year was on an
arm's length basis in the ordinary course of business. There are no 'material' contracts
or arrangements or transactions which were not at arm's length basis and therefore
disclosure in form AOC -2 is not required.
All Related Party Transactions are placed before the Audit Committee as also the Board
for approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are foreseeable and repetitive nature. For the transactions entered
into pursuant to the omnibus approval so granted, a statement giving details of all
related party transactions is placed before the Audit Committee and the board of Directors
for their approval on a quarterly basis.
CORPORATE GOVERNANCE:
As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015, your Company does not fall under the purview
of complying with the provisions of Corporate Governance. During the year your Company has
informed the nonapplicability provision to the Bombay Stock Exchange. Since, the provision
of Corporate Governance is not applicable for the entire Financial Year 2022-23, a
separate report of Corporate Governance is not disclosed in the Annual Report 2022-23.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed
thereunder, certain class of companies is required to spend 2 % of its average net profits
of the company made during 3 immediately preceding financial years on CSR activities. It
also provides for formation of CSR committee of the Board. The rules prescribe the
activities qualify under CSR and the manner of spending the amount. The company is not
covered under section 135 of the Companies Act, 2013 and the rules framed there under for
the financial year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION& FOREIGN EXCHANGE EARNINGS OUTGO:
A. Details of Conservation of Energy: NIL
I. Steps taken or impact on conservation of energy
II. Steps taken by the company for utilizing alternate sources of energy
III. Capital investment on energy conservation equipment
B. Technology Absorption: Nil
I. Efforts made towards technology absorption:
II. Benefits derived as a result of the above efforts:
III. In case of imported technology (imported during the last 3 years reckoned fromthe
beginning of the financial year):
(a) Details of technology imported:
(b) Year of import:
(c) Whether the technology been fully absorbed:
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof:
IV. Expenditure incurred on Research and Development:
The Company has not incurred any cost towards undertaking R&D Activity during the
period under review
C. Foreign Exchange Earnings and Outgo:
Foreign Exchange earned in terms of actual inflows during the year: NIL Foreign
Exchange outgo during the year in terms of actual outflows: NIL
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your company has always believed in providing a safe and harassment free work place for
every individual working in the company's premises through various interventions and
practices. The company always endeavors to create and provide an environment that is free
from discrimination and harassment including sexual harassment. The company have a formal
Anti Sexual Harassment policy in line with the requirements of The Sexual Harassment of
Workmen at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
complaints committee has been set up to redress complaints contractual, temporary and
trainees are covered under the policy.
The following is the summary of sexual harassment complaints received and disposed of
during the 2022-2023:-
No. Of complaints received: NIL No. Of complaints disposed off: NIL
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with schedule-V thereof, the Management Discussion
and Analysis report has been annexed to the Boards Report as ANNEXURE-A and
forms part of the Annual Report
COMPLIANCE WITH RBI PRUDENTIAL NORMS:
The company has complied with the prudential norms on income recognition, accounting
standards, assets classification, provisioning for bad and doubtful debts as applicable to
it in in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudential Norms (Reserve Bank) Directions, 2007 for the year ended on 31 March 2023.
COMPANY'S VISION AND PHILOSOPHY ON THE CODE OF GOVERNANCE:
The vision of Arihant's Securities Limited is to be a financially sound, profitable,
growth oriented and technology friendly Company committed to building values and
maximizing gains for all its stakeholders, for those doing business with it, and for
others associated with it. In its pursuit to attain its goals, the Company is laying
maximum emphasis on the effective system of Corporate Governance particularly with a view
to improve its image, efficiency, effectiveness, and integrity in all its dealings. The
Company's Corporate Governance philosophy is to be ethical in its conduct of its business,
to constantly strive to grow with profits, and to enhance shareholders value to the
maximum extent. The Corporate Governance policies of your Company recognize the
accountability of the Board Of Directors vis-a-vis all its constituents viz. Borrowers,
Shareholders, Employees, Government & other Regulatory Authorities, and others dealing
with it and doing business with it.
POLICES OF COMPNAY
All policies of the company viewed on the website of the company
www.arihantssecurities.com. DIRECTORS' RESPONSIBILITY STATEMENT:
As per Section 134(3) (c) of the Companies Act, 2013 the Board of Directors hereby
confirm the following statement:
(i) In the preparation of the annual accounts for the financial year ended 31st
March 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(ii) 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 as at March 31, 2023 and of the profit
and loss of the company for that period;
(iii) The directors had 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;
(iv) The directors had prepared the annual accounts on a going concern basis; and
(v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and
(vi) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT:
Your directors wish to place on record their deep appreciation of the dedication and
commitment of employees to the growth of your company during the year. Your directors also
express their sincere gratitude to the customers, bankers, consultants, Auditors and the
shareholders for their continued patronage and cooperation.
|
|
For and on behalf of the Board |
|
|
Arihant's Securities Limited |
|
AARISHA |
Nishikant Mohanlal Choudhary |
Date: 02.09.2023 |
Additional Director |
Managing Director |
Place: Chennai |
DIN: 08776407 |
DIN:02142746 |
|