Dear Members,
Your Directors are pleased to present the 32nd Annual Report on the
business and operations of Arihant Capital Markets Limited together with the audited
financial statements for the financial year ended March 31,2024.
State of Affairs and Financial Performance
• Financial Highlights:
The Board's Report is prepared based on the Standalone and
Consolidated financial statements of the Company. The Company's financial performance
forthe year under review along with previous year's figures are given hereunder:
(Rs. in Lacs)
| Particulars |
Standalone |
Consolidated |
|
2023-2024 |
2022-2023 |
2023-2024 |
2022-2023 |
| Total Income |
22936.74 |
13246.84 |
23560.57 |
13776.03 |
| Total Expenses |
14271.36 |
9719.65 |
14502.10 |
9903.35 |
| Profit Before exceptional items and Tax |
8665.38 |
3527.19 |
9058.47 |
3872.68 |
| Exceptional Item |
33.75 |
31.00 |
211.1 |
66.03 |
| Profit/(loss) Before Tax |
8699.13 |
3558.19 |
9269.57 |
3938.71 |
| Less: Provisions for tax |
|
|
|
|
| Current Tax |
2148.95 |
971.45 |
2253.75 |
1046.83 |
| Deferred Tax |
(33.33) |
(36.12) |
(35.22) |
(19.88) |
| Profit/Loss after Tax |
6583.51 |
2622.86 |
7051.04 |
2911.76 |
| Total Comprehensive Income |
6542.62 |
2624.80 |
7012.03 |
2924.41 |
| Paid up Share Capital |
1041.13 |
1041.13 |
1041.13 |
1041.13 |
| Earning Per share (Rs.1/- each) Basic &
Diluted |
6.32 |
2.52 |
6.77 |
2.80 |
| Appropriations: |
|
|
|
|
| Transfer to General Reserve |
6000.00 |
2500.00 |
6000.00 |
2571.60 |
| Dividend |
416.45 |
156.17 |
416.45 |
156.17 |
| Balance Carried to Balance Sheet |
1709.59 |
1583.42 |
2004.01 |
1435.80 |
• Review of Operations:
During the year under review, the company has posted total income of
Rs.22,936.74 Lacs (previous year Rs.13,246.84 Lacs) on a Standalone basis and a net profit
after tax, for the year 2023-24 of Rs.6,583.51 Lacs compared to Rs.2,622.86 Lacs in the
previous year. On a consolidated basis during the year under review, the company has
posted total income of ?23,560.57 Lacs (previous year Rs.13,776.03 Lacs). The consolidated
net profit during the same period stands at Rs.7,051.04 Lacs as compared to Rs.2,911.76
Lacs in the previous year.
A Brief note on the Company's operational and financial
performance is given in Management Discussion and Analysis (MDA) Report which is annexed
to the Director's Report. The MDA report has been prepared in compliance with the
terms of Regulation 34(2) (e) of SEBI (LODR) Regulations, 2015 with the BSE Limited and
the National Stock Exchange of India Limited.
• Future Outlook:
With a solid financial foundation, a diverse range of products and
services, and a committed team, we are ready for a new phase of growth and expansion. In
FY 2024-25, we aim to enhance our capabilities across the entire business value chain,
introduce new products and services, and increase revenue streams for better
profitability. By forming strategic partnerships, adopting new technologies, and
maintaining a commitment to excellence, we plan to overcome challenges and capitalize on
new growth opportunities.
Our strategy to diversify our income sources is proving effective.
Recently, our Merchant Banking division successfully launched a main board IPO for RBZ
Jewellers, which was successfully listed. Additionally, we have a promising pipeline of
potential I POs at various stages of development, demonstrating our ability to identify
and seize market opportunities.
Transfer to General Reserves
The Company proposes to transfer ?6,000.00 Lacs to the general reserves
out of the amount available for appropriations. Share Capital
There has been no increase / decrease in the Authorised Share Capital
of your Company during the year under review.
Issue of Non-Convertible Debentures
During the Board meeting held on June 15, 2023, the Company approved
the issuance of secured, unrated, unlisted, non- convertible, redeemable debentures
("NCDs") on a private placement basis, with a total authorization of up to ?100
Crores (Rupees One Hundred Crores Only). These NCDs are to be issued in one or more
tranches over a period of 1,2, or 3 years. This issuance wassubjectto shareholder approval
at the Annual General Meeting.
The shareholders approved the proposal at the AGM held on August 5,
2023. Subsequently, the Company has raised an aggregate amount of Rs.43.25 Crores (Rupees
Forty-Three Crores and Twenty-Five Lakhs Only) through the issuance of these NCDs, as
authorized bythe shareholders at the AGM.
Dividend
The Board of Directors have recommended a Dividend for the financial
year ended on March 31,2024 @ 50% (i.e. Rs.0.50/-) per equity share (face value of Rs. 1/-
per share) to the equity shareholders. The Dividend will be paid after the approval of
shareholders at ensuing Annual General Meeting.
• Transfer of Shares Pertaining to Unclaimed / Unpaid Dividend to
Investor Education and Protection Fund
Pursuant to Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the shares of the shareholders in
respect of whom the dividend is unpaid/unclaimed for seven consecutive years are required
to be transferred to Investor Education and Protection Fund ("IEPF") after
giving an opportunity to shareholders to claim the said unpaid/unclaimed dividend.
Accordingly, the Company issued the reminder letters to such
shareholders to claim the dividend accordingly informed them that in the event of failure
to claim said divided, the unpaid/unclaimed dividend along with shares pertaining to
unpaid/unclaimed dividend would be transferred to IEPF. The concerned shareholders are
requested to claim the said shares by directly approaching to I EPF Authority
• Dividend Distribution Policy
Pursuant to Regulation 43A of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has
adopted the Dividend Distribution Policy to determine the distribution of dividends in
accordance with the provisions of applicable laws and has been uploaded on the website at
httos://www.arihantcaoital.com/investor-relations/aovemance.
The Company has appointed Mr. Mahesh Pancholi, Company Secretary as the
Nodal Officer for the purpose of coordination with Investor Education and Protection Fund
Authority. Details of the Nodal Officer are available on the website of the Company
athttos://www.arihantcaoitai. com/investor-relations/result.
Public Deposits
During the Financial Year 2023-24 under review the Company has neither
invited nor accepted any public deposits within the meaning of section 73&74 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014.
• Details of deposits which are not in compliance with the
requirements of Chapter V of the act:
The Company has not accepted any deposits, thus there is no issue of
non-compliance with the requirements of Chapter V of the Act.
• Disclosure of unsecured loan from Directors:
Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1
)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory
modification or re-enactment thereof for the time being in force), the Company had not
received any unsecured loan from directors during the financial year 2023-24.
Subsidiaries and Associate Companies
As on March 31,2024, your Company has four wholly owned subsidiaries
and one associate company. During the year, the Board of Directors reviewed the business
operations and financial performance of the said Companies.
1. Arihant Futures and Commodities Limited
2. Arihant Financial Services Limited
3. Arihant Insurance Broking Services Limited
4. Arihant Capital (IFSC) Limited.
5. Electrum Capital Private Limited. *
• Associate Company
During the Financial year 2023-24, below mentioned wholly owned
subsidiary companies ceased to be subsidiary of the company i.e.
• Arihant Institute of Financial Education Private Limited
(Formerly Known as- Arihant Investment Advisers Private Limited)
During the financial year, the Board of Directors conducted a thorough
review of the subsidiaries activities. As per Section 129(3) of the Companies Act, 2013,
the consolidated financial statements of your Company have been prepared and are integral
to this Annual Report.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the Audited Financial Statements, the Consolidated Financial Statements and the
related information of the Company and the Audited Accounts of the Subsidiaries Companies,
are available on our website i.e.
httos://www.arihantcaDital.com/investor-relations/annual-reoorts. These documents shall
also be available for inspection during business hours, i.e. between 10.00 A.M. to 6.00
PM. on all working days (except Saturday and Sunday) at the Registered Office of the
Company. In accordance with the Accounting Standard AS- 21, the consolidated financial
statements are furnished herewith and form part of this Annual Report. (Annexure D)
Pursuant to the requirements of Regulation 34(3) read with Schedule V
of the SEBI Listing Regulations, the details of Loans/ Advances made to, and investments
made in the subsidiaries have been furnished in Notes forming part of the Accounts.
Directors and Key Managerial Personnel
The composition of the Board of Directors of the Company is in
accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing
Regulations, with an appropriate combination of Executive, Non-Executive and Independent
Directors.
The Board of the Company has 8 (Eight) Directors comprising of 1 (One)
Managing Director, 1 (One) Joint Managing Director, 1 (One) Non-Executive Director and 5
(Five) Independent Directors. The complete list of Directors of the Company has been
provided in the Report on Corporate Governance forming part of this Annual Report.
• Cessation of Directors:
During the year under review, specifically on March 31, 2024, the
tenure of two Non-Executive Independent Directors, Mr. Akhilesh Rathi (DIN: 02002322) and
Mr. Parag Rameshbhai Shah (DIN: 00512469), concluded pursuant to subsection 11 of section
149 of the Companies Act, 2013. Both directors have completed their two consecutive terms
of five years each, ending on March 31,2024, and therefore, have stepped down from the
Board.
The Company extends its deepest gratitude to Mr. Rathi and Mr. Shah for
their invaluable contributions over the past decade. Their unwavering commitment,
insightful perspectives, and profound wisdom have been instrumental in guiding Arihant
Capital through numerous challenges and opportunities. Their dedication and leadership
have had a lasting impact on the company.
Additionally, Mrs. Anita Surendra Gandhi (DIN: 02864338) who was
appointed as Director at the board meeting held on January 30, 2010, being one of the
longest-serving Executive Director on the Board, retires by rotation at the previous
annual general meeting held on August 05,2023. She expressed her desire not to seek
re-appointment as a director and retired at the conclusion of the previous annual general
meeting.
• Directors liable to retire by rotation seeking re-appointment
Mr. Sunil Kumar Jain (DIN: 00184860) retires by rotation and being
eligible, offers himself for re-appointment. A resolution seeking Shareholders'
approval for his re-appointment along with other required details forms part of the
Notice.
Particulars of the directors seeking appointment/re-appointment as
required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are required to be provided in the notes forming part of
the notice forthe ensuing Annual General Meeting.
The Company has received disclosures from all the directors and none of
the directors has been disqualified as stipulated under Section 164 of the Companies Act,
2013 and rules made thereunder. During the year under review, the independent directors of
the Company had no pecuniary relationship or transactions with the Company, other than
sitting fees, reimbursement of expenses, if any.
• Key Managerial Personnel
The following were designated as whole-time key managerial personnel as
required under section 203 of the Companies Act, 2013 by the Board of Directors during the
year under review:
(a) Mr. Ashok Kumar Jain, Managing Director.
(b) Mr. Arpit Jain, Joint Managing Director.
(c) Mr. Tarun Goyal, Chief Financial Officer (till November 30,2023)
(d) Mr. Uttam Maheshwari, Chief Financial Officer (w.e.f December
01,2023) and
(e) Mr. Mahesh Pancholi, Company Secretary.
During the year under review, Mr. Tarun Goyal, the Chief Financial
Officer of the Company, resigned from his position effective November 30, 2023. The Board
acknowledges Mr. Goyal's significant contributions and dedication during his tenure
and extends its gratitude for his service.
To ensure a smooth transition and maintain the Company's financial
leadership and on recommendation of Nomination and Remuneration Committee Mr. Uttam
Maheshwari was appointed as the new Chief Financial Officer, effective December 1, 2023.
Mr. Maheshwari brings with him extensive experience and a proven track record in financial
management. The Board is confident that his expertise will be instrumental in driving the
Company's financial strategy and growth forward.
• Disqualifications of directors
During the year under review, declarations were received from the
Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board
appraised the same and found that none of the director is disqualified for holding office
as director.
Independent Director's Declaration
Definition of 'Independence' of Directors is derived from
Regulation 16 of the SEBI Listing Regulations and Section 149(6) of the Companies Act,
2013. The Company has received necessary declarations under Section 149(7) of the
Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, from the
Independent Directors stating that they meet the prescribed criteria for independence. All
Independent Directors have affirmed compliance with the code of conduct for Independent
Directors as prescribed in Schedule IV to the Companies Act, 2013. A list of key skills,
expertise and core competencies of the Board forms part of this Annual Report.
Based on the declarations received from the Independent Directors, your
Board of Directors confirm the independence, integrity, expertise and experience
(including the proficiency) of the Independent Directors of the Company.
As per regulatory requirements, all the Independent Directors have
registered their names in the Independent Director's Databank, pursuant to provisions
of the Companies Act, 2013 and rules made thereunder.
• Meeting of Independent Directors
The Independent Directors met once during the year as on February 03,
2024. The Meeting was conducted in an informal manner without the presence of the
Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the
Chief Financial Officer.
Familiarization Programme for independent directors
All independent directors inducted into the Board attend an orientation
program. The details of the training and familiarization program are provided in the
corporate governance report. Further, at the time of the appointment of an independent
director, the Company issues a formal letter of appointment outlining his/ her role,
function, duties and responsibilities.
The Familiarization Programme for Independent Directors is uploaded on
the website of your Company, and is accessible at:
httos://www.arihantcaoital.com/investor-relations/aovemance.
Director's Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of your Company, to the best of their knowledge, belief and ability and
explanations obtained by them, confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed; and there are no material departures.
b) your Company has selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of your Company, at the end of the
financial year, and of the profit and loss of your Company, for that period.
c) the directors have taken 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 your Company and for preventing
and detecting fraud and other irregularities.
d) the annual financial statements have been prepared on a going
concern basis.
e) the directors, have laid down internal financial controls to be
followed by your Company and that such internal financial controls are adequate and were
operating effectively.
f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Based on the framework and testing of internal financial controls and
compliance systems established and maintained by the Company, work performed by the
internal, statutory and secretarial auditors and external agencies, including audit of
internal financial controls over financial reporting by the Statutory Auditors and the
reviews performed by Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during the financial year 2023-24.
Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
of the Company. This policy also lays down criteria for selection and appointment of Board
members. The details of this policy are explained in the Corporate Governance Report.
There has been no change in the policy during the year.
Board and Committee Meetings
The Board met 5 times during the FY23, the details of which are given
in the Corporate Governance Report forming part of the Annual Report. The maximum interval
between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013
and theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Information on the Audit Committee, the Nomination and Remuneration
Committee, the Stakeholders Relationship Committee, Risk Management Committee and
Corporate Social Responsibility Committee and meetings of those Committees held during the
year is given in the Corporate Governance Report.
Business Responsibility and Sustainability Reporting:
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on Business Responsibility and
Sustainability Reporting forms a part of this Annual Report.
Particulars of Loans. Guarantees or Investments by Company
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the
accompanying financial statements of your Company.
Whistle Blower Policy/Viqil Mechanism
Pursuant to the provisions of Section 177 (9) & (10) of the
Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers)
Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower
Policy, which provides for a vigil mechanism that encourages and supports its Directors
and employees to report instances of illegal activities, unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conductor Ethics Policy. It
also provides for adequate safeguards against victimization of persons who use this
mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.
During the year under review, no protected disclosure concerning any
reportable matter in accordance with the Vigil mechanism and Whistle Blower policy of the
Company was received by the Company.
The Whistle Blower Policy has been posted on the website of the company
httDs://www.arihantcaDital.com/investor- relations/aovemance.
Material Changes and Commitments Affecting the Financial Position of
vour Company
There have been no material changes or commitments that would affect
the financial position of the Company between the end of FY2023-24 and the date of this
report. Therefore, there are no foreseeable impacts on the Company's operations or
its status as a "Going Concern."
Conservation of Energy. Technology Absorption and Foreign Exchange
Earnings/Outgo
In view of the nature of activities which are being carried on by the
Company, Rules 8(3)(A) and (B) of the Companies (Accounts) Rules, 2014 concerning
conservation of energy and technology absorption respectively are not applicable to the
Company. The company has been continuously using technology in its operations; however,
efforts are made to further reduce energy consumption.
A. Conservation of Energy
The steps taken or impact on conservation of energy:
I. The operations of your Company are not energy intensive. However,
adequate measures have been initiated to reduce energy consumption.
II. The capital investment on energy conservation equipments: Nil
B. Technology Absorption:
I. The efforts made towards technology absorption: Not Applicable.
II. The benefits derived like product Improvement, cost reduction,
product development or import substitution: Not Applicable
III. In case of imported technology (imported during the last three
years reckoned from the beginning of the Financial Year): Not Applicable
IV. The company has not incurred any expenditure on Research and
Development during the year under review.
C. Foreign Exchange earning & outgo : Foreign exchange earned in
terms of actual inflow Rs.15.27 lacs (previous year Rs. 66.97 lacs) and outflow Rs.26.46
lacs (previous year Rs.4.24 lacs)
Secretarial Auditor and Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of SEBI Listing Regulations, M/s Ajit Jain & Co., Practicing
Company Secretaries were appointed as Secretarial Auditor, to undertake the secretarial
audit of your Company for FY 23-24. The report of the Secretarial Auditor, in the
prescribed Form MR-3 is annexed to this report as "Annexure A".
The Secretarial Audit Report for the Financial Year ended March
31,2024, do not contain any qualification or reservation or adverse remarks or disclaimer.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2023-24 for
all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued there
under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report
for the financial year 2023-24 has been submitted to the stock exchange within prescribed
time.
Corporate Social Responsibility
Your Company is committed to improving the quality of life of the
communities in its focus areas through long term value creation for all its Stakeholders
through its various Corporate Social Responsibility (CSR) initiatives.
Brief details on various focus areas of interventions are part of the
Annual Report on CSR activities annexed to this report as "Annexure- B" in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The policy adopted by the Company can be viewed at website of the Company
htiDs://www.arihantcaoital.com/investor- relations/aovemance.
Information as Per Rule 5(21 Of the Chapter XIII of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules. 2014 Details Pursuant to
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the
Board Report and are Annexed herewith as "Annexure-C".
Risk Management & Internal Financial Control and Its Adequacy
The Company has an Internal risk management policy providing an
effective risk management framework for identifying, prioritizing and mitigating risks,
which may impact attainment of short- and long-term business goals of our company. The
main objective of the policy is to assess & evaluate significant risk exposures &
assess management's actions to mitigate the exposures in a timely manner. The process
aims to analyze internal and external environment and manage economic, financial, market,
operational, compliance and sustainability risks and capitalize opportunities of business
success. The risk management framework, which is based on our holding Company's risk
management process, is aligned with strategic planning, deployment and capital project
evaluation process of the Company.
The Internal Financial control framework has been designed to provide
reasonable assurance with respect to recording and providing reliable financial and
operational information, complying with applicable laws, safeguarding assets from
unauthorized use, executing transaction with proper authorization and ensuring compliances
with corporate policies.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant the provision of the act
and the corporate governance requirement as prescribed by the Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015 (SEBI
Listing Regulation).
The performance of the board was evaluated by the board after seeking
inputs from all the Directors on the basis of criteria such as board composition and
structure, effectiveness of board processes, information and functioning, etc. as provided
by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of
India.
The performance of the committee was evaluated by the Board after
seeking inputs from the committee members on the basis of criteria such as the composition
of the committee, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual director on the basis of criteria such as the contribution of
the individual directors to the board and committee meeting like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meeting,
etc.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement and effectiveness of the Board and its Committees with
the Company.
Listing of Shares
Shares of the company are listed on BSE Limited (BSE) and National
Stock Exchange of India Limited (NSE) which provides a wider participation to the
investors nationwide.
Auditors and Auditor's Report
• Statutory Auditors
The Members at the 30th Annual General Meeting of the Company held on
July 23, 2022, had appointed M/s Dinesh Ajmera & Associates, Chartered Accountants
(Firm Registration no. 011970C) as the Statutory Auditor of the Company to hold office for
a term of five years i.e., from the conclusion of the said Annual General Meeting until
the conclusion of 35th Annual General Meeting.
The Ministry of Corporate Affairs vide its Notification dated 7th May
2018, has dispensed with the requirement of ratification of Auditor's appointment by
the shareholders, every year. Hence, the resolution relating to ratification of
Auditor's appointment is not included in the Notice of the ensuing Annual General
Meeting.
The Statutory Auditors have confirmed that they satisfy the criteria of
independence, as required under the provisions of the Companies Act, 2013.
The Statutory Auditors of the Company have not reported any fraud to
the Audit Committee or to the Board of Directors under Section 143(12) of the Companies
Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
The Auditor's observation, if any, read with Notes to Accounts are
self-explanatory and therefore do not call for any comment.
• Internal Auditor
M/s Shah Kapadia & Associates, Practicing Chartered Accountant, is
appointed as Internal Auditor of the Company to conduct the internal audit of the Company
for the Financial Year 2023-24, as required under Section 138 of the Companies Act, 2013
and the Companies (Accounts) Rules, 2014.
To maintain its objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee of the Board. Based on the report of
internal audit function, Company undertakes corrective action in their respective areas
and thereby strengthens the controls. Recommendations along with corrective actions
thereon are presented to the Audit Committee of the Board and accordingly implementation
has been carried out by the Company.
There are no qualifications, reservations or adverse remarks made by
Internal Auditors in their Report during the Financial Year 2023-24.
• Cost Auditor
The provisions of Section 148 of the Companies Act, 2013 and the
Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Hence,
the maintenance of the cost records as specified by the Central Government under Section
148(1) of the Companies Act, 2013 is not required and accordingly, such accounts and
records are not made and maintained.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management's
discussion and analysis is set out in this Annual Report.
Corporate Governance
Your Company's corporate governance practices are a reflection of
our value system encompassing our culture, policies, and relationships with our
stakeholders. Your Company is committed towards maintaining high standards of Governance,
Integrity and transparency are key to our corporate governance practices to ensure that we
gain and retain the trust of our stakeholders at all times. Corporate governance is about
maximizing shareholder value legally, ethically and sustainably.
The Report on Corporate Governance as stipulated under Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A
Certificate from Practicing Company Secretary confirming compliance with the corporate
governance requirements by the Company is attached to this report.
Related Party Transactions
All related party transactions that were entered into during the
financial year under review were on arm's length basis and in the ordinary course of
the business and that the provisions of Section 188 of the Companies Act, 2013 and the
Rules made there under are not attracted. Thus, disclosures in Form AOC-2 in terms of
Section 134 of the Companies Act, 2013 are not required. There were no materially
significant Related Party Transactions made by the Company during the year that required
shareholder's approval under Regulation 23 of the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee
for prior approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are repetitive in nature or when the need for them cannot be foreseen
in advance.
The Company has also formed Related Party Transactions Policy and has
been uploaded on Company's Website at
httos://www.arihantcaoital.com/investor-relations/reaulatorv-fHinas.
Disclosures under the Sexual Harassment of Women at Workplace
(Prevention. Prohibition and Redressal) Act. 2013
Your Company has zero tolerance towards sexual harassment at workplace.
It has a well- defined policy in compliance with the requirements of the Sexual Harassment
of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
framed there under. An Internal Committee is in place to redress complaints received
regarding sexual harassment. The Company has not received any complaint of sexual
harassment during financial year 2023-24.
Compliance with Secretarial Standards
Your Company is in compliance with the applicable Secretarial
Standards, issued by the Institute of Company Secretaries of India and approved by the
Central Government under Section 118(10) of the Act.
CEO and CFO Certification
As required under Regulation 17(8) of the Listing Regulations, the CEO
and CFO of your Company have certified the accuracy of the Financial Statements, the Cash
Flow Statement and adequacy of Internal Control Systems for financial reporting for the
financial year ended March 31,2024. Their Certificate is annexed to this Report.
General
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review: •
• Neither the Managing Director nor Whole Time Director of the
company received any remuneration or commission from any of its subsidiaries.
• No significant or material orders were passed by the regulators
or courts or tribunals which impact the going concern status of company's operation
in future.
• There have been no instances of fraud reported by the Auditors
under Section 143(12) of the Companies Act, 2013 either to the Audit Committee, the Board
of Directors or to the Central Government.
• There was no change in the nature of the business of your
Company during the financial year.
Acknowledgement
Your directors take this opportunity to thank the customers,
shareholders, financial institutions, stock exchanges, SEBI, Reserve Bank of India,
National Securities Depository Limited, Central Depository Services Limited and other
government and regulatory agencies fortheir consistent support and encouragement to the
Company.
We also place on record our sincere appreciation to all the members of
the Arihant family including our employees and authorized persons for their hard work,
support and commitment. Their dedication and competence have made these results
achievable.
Your Board recognizes and appreciates the contributions made by all
employees at all levels that ensure sustained performance in a challenging environment.
|
For and on behalf of the Board of Directors |
| Place: Indore |
Ashok Kumar Jain |
| Dated: May 21, 2024 |
Chairman and Managing Director |
|