To,
THE MEMBERS,
ARIHANT INSTITUTE LIMITED
Your Directors are pleased to present herewith the 17th Annual Report together
with the Audited Financial Statements and Auditors' report thereon for the year ended 31st
March, 2024.
FINANCIAL RESULTS/ STATE OF COMPANY AFFAIRS:
The Financial Results of the Company for the year ended on 31stMarch, 2024 are as
follows:-
(Amt. in Rs.)
Particulars |
FY 2023-24 |
FY 2022-23 |
Revenue from operation |
8,11,850/- |
8,89,500/- |
Other income |
35,22,000/- |
9,39,000/- |
Gross Income |
43,33,850/- |
18,28,500/- |
Profit / (loss) Before Depreciation, Interest/ Finance cost and
Taxation |
11,38,960/- |
15,15,770/- |
(Less) Interest / Finance cost |
8,610/- |
6,390/- |
Profit / (loss) Before Depreciation and Taxation |
11,30,350/- |
15,09,380/- |
Depreciation and Amortization |
' 9,31,840/- |
14,87,500/- |
Profit / (Loss) before Taxation |
1,98,510/- |
21,880/- |
Extra-Ordinary Item |
00/- |
00/- |
Provision for taxation - For Current Tax |
00/- |
00/- |
Provision for taxation - For Deferred Tax |
-1,35,620/- |
-2,54,380/- |
MAT credit Entitlement |
00/- |
00/- |
Profit / (Loss) after Taxation |
3,34,130/- |
2,76,620/- |
Earnings per equity share: |
|
|
Basic |
0.04 |
0.03 |
Diluted |
0.04 |
0.03 |
COMPANY'S PERFORMANCE REVEIW:
The revenue from operations for Financial Year 2023-24 was Rs. 8,11,850/- over previous
year's revenue from operations of Rs. 8,89,500 /- of previous year 2022-23
The company has incurred the Profit of Rs. 3,34,130/- in the financial year 2023-24
against the profit of Rs. 2,76,620/-of previous year 2022-23.
The earning per shares is increased to 0.04 in the year 2023-24 as compared to 202223
which was -0.03.
The company is projecting better performance in upcoming years.
CONSOLIDATED FINANCIAL RESULTS:
The company does not have any subsidiary within the meaning of the Companies Act, 2013.
So consolidated financial results are not applicable.
DIVIDEND:
Due to expansion of the Company, your directors do not recommend any payment of
dividend for the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/ unclaimed dividend, the provision of Section 125 of the
Companies Act, 2013 do not apply.
TRANSFER TO RESERVES:
The board does not proposed any amount to carry to any specific reserves.
DEPOSITS:
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were
no deposits, which were claimed and remained unpaid by the Company as on 31stMarch,
2024.
LOANS FROM DIRECTOR/RELATIVE OF DIRECTOR:
The balances of monies accepted by the Company from Directors/ relatives of Directors
at the beginning of the year were Rs. 2,57,720/- and at the close of year was Rs.
24,17,080/-, so the company has not accepted any loans or advances from the Directors or
the relative of the directors of the Company.
LOANS, GUARANTEES & INVESTMENTS U/S 186:
Particulars of loans given and of the investments made by the Company, if any during
the year under review are as mentioned in the Notes forming part of the Financial
Statements.
DIRECTORS' RESPONSIBILITY STATEMENT:
It is hereby stated that:
(a) In the preparation of annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures.
(b) 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 at the end of the financial year and of
the Profit of the Company for that period.
(c) The Directors have 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 Directors have prepared the annual accounts ongoing concern basis.
(e) 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.
(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.
LISTING OF SHARES:
On 5th May, 2018, 94,05,006 Equity Shares of Rs.10/- each has been listed on
the BSE SME (Small and Medium Exchange).
INDEPENDENT DIRECTORS:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on
date of this report, the Company has two Non-Executive Independent Directors in line with
the Companies Act, 2013.
A separate meeting of Independent Directors was held in the financial year 2023-24 to
review the performance of Non- Independent Directors and Board as whole and of the
chairman and assess the quality, quantity and timeliness of flow of information between
Company Management and Board. The terms and conditions of appointment of Independent
Directors and Familiarization program for Independent
Director are incorporated on the website of the Company at www.arihantinstitute.com.
The Independent directors have submitted their disclosure to the Board that they fulfil
all the requirements as to qualify for their appointment as an Independent Director under
the provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board
confirms that the independent directors meet the criteria as laid down under the Companies
Act, 2013.
SHARE CAPITAL:
The Authorised share capital of the company is 9,50,00,000/- and the paid up share
capital of the company is 9,40,50,060/- During the year under review, there is no change
in the capital structure of the company.
The company has not issued any equity shares with differential rights, sweat equity
shares, employee stock option and did not purchase its own shares. Hence, there is no
information to be provided as required under various provisions of Companies (Share
Capital and Debenture) Rules, 2014 and Section 62 of the Companies Act, 2013.
MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF REPORT:
There have been no material changes and commitments, affecting the financial position
of the Company which occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there is no change in the nature of business of your
Company.
DIRECTORS, KMPs AND CHANGES THEREOF:
During the year under review, following Director has been appointed are as under
a. Mrs. Anjali Sandipkumar Kamdar was first inducted to the Board at the Board Meeting
held on 28th June 2023 and she was appointed as the Additional Director and regularise as
a Director in 16th Annual general meeting held on 30th October,
2023.
b. Mr. Vinodray Keshavlal Kamdar was first inducted to the Board at the Board Meeting
held on 28th June 2023 and he was appointed as the Additional Director and regularise as a
Director in 16th Annual general meeting held on 30th October, 2023.
c. Mr. Sandip Manna was first inducted to the Board at the Board Meeting held on 30th
June 2023 and he was appointed as the Additional Director and regularise as a Director in
16th Annual general meeting held on 30th October, 2023.
d. Mr. Govindbhai Jethabhai Tatosaniya (DIN: 03589232) was appointed as an Additional
Director of the company on 28th June 2023 in terms of Section 161 (1) of the
Companies Act, 2013 in the category of ‘Non-Executive Independent' in terms of the
Companies Act, 2013.
At 16th Annual general meeting held on 30th October, 2023. Mr.
Govindbhai Jethabhai Tatosaniya appointed as ‘Non-executive Independent Director for
a term up to 5 (five) consecutive years commencing from 28th June 2023 to 27th
June 2028.
A notice has been received from a member signifying his intention to propose
appointment all abovementioned as a director.
The company has received declarations from their directors that none of them is
disqualified u/s 164 (2).
Apart from this, there is not any change in director and key managerial personnel. RETIREMENT
BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013 and AOA,
Mr. Vinodray Keshavlal Kamdar (DIN: 00043309), retires by rotation at the forthcoming
Annual General Meeting and, being eligible offers himself for reappointment.
The Board recommends his re-appointment for the consideration to the Members for their
approval at the ensuing Annual General Meeting on the terms and conditions mentioned in
the Notice convening the AGM. A brief profile of, Mr. Vinodray Keshavlal Kamdar (DIN:
00043309) has also been provided therein.
DETAILS OF BOARD MEETINGS:
During the year under review, the Board of Directors met 5 times and an intervening gap
between any two meetings was within the period prescribed by the Companies Act, 2013. The
details of dates of meeting and attendance of directors in such meetings is enclosed
herewith as an Annexure: 1.
COMMITTEE OF THE BOARD AND THEIR MEETINGS:
As on 31stMarch, 2024, the Board had Committees i.e. the Audit Committee,
the Nomination & Remuneration Committee, the Stakeholder's Relationship Committee and
Internal Complaints Committee. Full details of the constitution of such committees and
meeting held of such committee during the financial year is annexed herewith as an Annexure:
2.
ANNUAL RETURN:
In accordance with the Companies Act, 2013, the Annual Return of the Company as on 31st
March 2024, will be made available on the Company's website and can be accessed at
www.arihantinstitute.comafter the ensuing Annual General Meeting of the Company.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
Pursuant to the requirements of the Companies Act, 2013 and in accordance with the
policy laid down by the Nomination and Remuneration Committee (NRC), as approved by the
Board of Directors, the Board has carried out an annual evaluation of its performance, its
Committees and all individual directors. In a separate meeting of Independent Directors,
performance of Non Independent Directors, performance of the Board as a whole and
performance of the Chairman & Managing Director was evaluated.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no related party transactions made by the Company during the year under
review as described under Section 188(1) of the Companies Act, 2013.
STATUTORY AUDITORS:
M/s. Devadiya & Associates Chartered Accountants, a statutory auditor of the
Company, having registration number FRN No. 0123045W was appointed as a
Statutory Auditor of the company in 14th Annual General Meeting for the
period of five years from 01.04.2021 to 31.03.2025.
SECRETARIAL AUDIT:
As per Section 204 of the Companies Act, 2013, every listed company and Unlisted Public
Company having paid up share capital of Rupees Fifty Crore or more or Turnover of Rupees
Two Fifty Crore or more is required to annex a Secretarial Audit Report with its Board
Report, given by A Practicing Company Secretary.
The secretarial audit report from the Practicing Company Secretary is attached herewith
as Annexure: 3.
COST AUDIT:
The provisions of section 148 of the Act read with rule 3 of the Companies (Cost
Records and Audit) Rules, 2014 do not apply to the Company.
OBSERVATION BY STATUTORY AUDITOR:
The Auditors' Report to the members for the year under review does not contain any
qualification and observation except point 07 i.e statutory dues of CARO Report, i.e
(a) According to information and explanations given to us and on the basis of our
examination of the books of accounts and records, the Company is not regular in depositing
undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax,
Sales tax, Service Tax, GST, Duty of Customs, Duty of Excise, Value added Tax, Cess and
any other statutory dues with the appropriate authorities.
(b) According to the information and explanations given to us, undisputed amounts
payable in respect of the above were in arrears as at March 31, 2024 for a period of more
than six months from the date on when they become payable as under;
Sr. No. |
Particulars |
Amount outstanding |
1 |
GST PAYABLE |
3427610 |
2 |
TDS PAYABLE |
3260831 |
3 |
P.F. PAYABLE |
64164 |
4 |
P. T. PAYABLE |
7922 |
(C) According to the information and explanations given to us, there are no statutory
dues of Goods and Service Tax, Provident Fund, Employees' State Insurance, Income-tax,
Sales tax, Service tax, Duty of Customs, Value added tax, Cess or other statutory dues
which have not been deposited by the Company on account of any dispute except for^the
following:..
Name of
the,
statute |
Nature of the dues |
Amount |
Period to which the amount relates |
Forum where dispute is pending |
Remarks if any |
The
Income tax Act, 1961 |
Income Tax- TDS |
854990 |
AY-2018
19 |
Commissioner
(Appeal) |
|
Director Comment's towards Auditor Remark's
During the year under review company was facing financial issues due lot of outstanding
dues pending form various government departments, due to that reason company was not able
to clear it statutory dues, now company position is sound and has cleared most of its
dues.
INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has an Internal Financial Control System, commensurate with the size, scale
and complexity of its operations. The scope and authority of the Internal Financial
Control function is well defined.
REMUNERTION POLICY:
In accordance with the provisions of Section 178 of the Companies Act, 2013 and Part D
of Schedule II of SEBI (LODR) Regulations, 2015, the policy on Nomination and Remuneration
of Directors, KMPs and Senior Management of your Company is uploaded on the website at the
following link:Link: http://arihantinstitute.com/policies/
RISK MANAGEMENT:
The Company has in place a robust risk management framework which identifies and
evaluates business risks and opportunities. The Company recognizes that these risks need
to be managed and mitigated to protect the interest of the shareholders and stakeholders,
to achieve business objectives and enable sustainable growth.
The risk management framework is aimed at effectively mitigating the Company's various
business and operational risks, through strategic actions. Risk management is embedded in
our critical business activities, functions and processes. The risks are reviewed for the
change in the nature and extent of the major risks identified since the last assessment.
It also provides control measures for risk and future action plans.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, there are no significant material orders passed by the
Regulators/ Courts which would impact the going concern status of the Company and its
future operation.
PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE, 2016.
There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. MANAGEMENT
DISCUSSION AND ANALYSIS REPORT
Your attention is drawn to the perception and business outlook of your management for
your company for current year and for the industry in which it operates including its
position and perceived trends in near future. The Management Discussion and Analysis
Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 is annexed herewith as an Annexure: 4 and
forms part of this Director's Report.
PARTICULARS OF EMPLOYEES RELATED DISCLOSURES
Details as required under Section 197 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and the statement showing the name
of the employees drawing remuneration in excess of the limits set out in Section 197(12)
of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-5.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Section 135 of the Companies Act, 2013 has imposed CSR mandate on companies having
minimum threshold limit of net worth, turnover or net profit as prescribed. Since the
company does not meet any one of these criterion, it remains outside the purview of
Section 135 and consequently the reporting requirements there under do not at present
apply to us.
VIGIL MECHANISM
Your Company has formulated a vigil mechanism to deal with instances of unethical
behaviour, actual or suspected, fraud or violation of Company's code of conduct or ethics
policy. The policy on Vigil Mechanism is uploaded on the website of the Company at
following link: http://arihantinstitute.com/policies/.
During the year under review no instances of fraud were reported by the Statutory
Auditors of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The company has in place an Anti-harassment policy in line with the requirements of the
Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
Any complaint/ grievances from women employees are reported to Chairman. All employees
(Permanent, contractual, temporary, trainees) are covered under the policy. There was no
complaints received from any employee during the financial year 2023-24 and no complaint
is outstanding as on 31st March, 2024.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated hereunder:-
Conservation of Energy:
1. The steps taken or impact on conservation of energy:-
The Company has taken measures and applied strict control system to monitor day to day
power consumption, to endeavor to ensure the optimal use of energy with minimum extent
possible wastage as far as possible. The day to day consumption is monitored and various
ways and means are adopted to reduce the power consumption in an effort to save energy.
2. The steps taken by the company for utilizing alternate sources of energy.
Company has not taken any step forutilizing alternate sources of energy.
3. The capital investment on energy conservation equipments.
Company has not made any capital investment on energy conservation equipments.
Technology Absorption
Company has not imported any technology and hence there is nothing to be reported here.
Foreign Exchange Earning and Outgo:
The details of Foreign exchange Earnings and outgo during the year are as follows: (Rs.
In Lacs)
Particulars |
2023-24 |
2022-23 |
Foreign Exchange Earnings (Rs |
NIL |
NIL |
Foreign Exchange Outgo(Rs.) | |
NIL |
NIL |
CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion & Analysis
describing the Company's 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.
ACKNOWLED GEMENTS:
The Directors wish to place on record their appreciation for the sincere services
rendered by employees of the Company at all levels. Your Directors also wish to place on
record their appreciation for the valuable co-operation and support received from the
Government of India, various State Governments, the Banks/ Financial Institutions and
other stakeholders. The Directors also commend the continuing commitment and dedication of
the employees at all levels, which has been critical for the Company's success. The
Directors look forward to their continued support in future.
DATE: 06/09/2024 |
FOR ARIHANT INSTITUTE LIMITED |
PLACE: AHMEDABAD |
|
SD/-
SIGNATURE
SANDEEP VINODKUMAR KAMDAR WHOLE TIME DIRECTOR & CEO DIN: 00043214
