Arunis Abode Ltd
Directors Reports
To, The Members,
Arunis Abode Limited (“the Company”)
Your directors have the pleasure of presenting the Twenty-Nineth (29th)
Annual Report together with the Standalone and Consolidated Audited Financial Statements
of the Company for the financial year ending 31st March 2023 (“Current
Financial Year” or “Financial Year under Review”).
FINANCIAL HIGHLIGHTS:
The Company's financial performance for the financial year ended 31st March
2023 is summarized below:
Particulars |
Standalone |
Consolidated |
|
(Rs. In 000) |
(Rs. In 000) |
|
For the financial year ended 31-03-2023 |
For the financial year ended 31-03-2022 |
For the financial year ended 31-03-2023 |
For the financial year ended 31-03-2022 |
Revenue from Operations |
34,420.26 |
15,373.70 |
34,420.26 |
15,373.70 |
Other Income |
2,516.14 |
2,666.43 |
2,577.07 |
2,708.71 |
Total Income |
36,936.40 |
18,040.13 |
36,997.33 |
18,082.41 |
Profit before Interest, Depreciation, and taxes |
5,274.01 |
2,841.24 |
5,256.33 |
2,745.67 |
Less: Depreciation and amortization expense |
1,397.09 |
413.63 |
1,397.09 |
413.63 |
Profit / (Loss) before tax |
3,876.92 |
2,427.62 |
3,859.24 |
2,332.04 |
Less: Provision for taxation (including deferred tax) |
2,086.64 |
619.47 |
2136.60 |
6.19 |
Profit / (Loss) after tax |
1,790.28 |
1,808.15 |
1722.64 |
1,712.56 |
CONSOLIDATED AUDITED FINANCIAL STATEMENTS:
Pursuant to the provisions of the Companies Act, 2013 (“Act”) read with the
Companies (Accounts) Rules, 2014 and as required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company
has prepared Consolidated Audited Financial Statements consolidating financial statements
of Arunis Edifice Private Limited and Arunis Realties Private Limited with its financial
statements in accordance with the applicable provisions of Indian Accounting Standards
(“Ind-AS”).
The Consolidated Audited Financial Statements along with the Independent Auditors'
Report thereon are annexed and form an integral part of the Annual Report. Further, a copy
of the annual report will be made available on the website of the Company at
www.arunis.co.
NATURE OF BUSINESS:
The company aims to engage in a wide range of activities related to real estate. These
include acquiring, developing, and managing properties such as townships, housing and
commercial premises, hotels, resorts, hospitals, educational institutions, and
recreational facilities. Additionally, the company plans to undertake construction,
infrastructure development, and engineering services in various fields. It also intends to
operate as a real estate agency, providing consultancy services, property management
services, and engaging in activities such as renting, repair, and maintenance.
OPERATIONAL PERFORMANCE:
The Company is engaged in the field of real estate activities. In the Current Financial
Year, the Company entered into a Memorandum of Understanding with the following:
Shree Dwarka Co-Operative Housing Society Limited, a Society registered under the
Maharashtra Co-operative Societies Act, 1960 bearing registration No. W-S-W/HSG/TC 3785
dated 21st January 2022 to re-develop the said Society;
The Associate Company also entered into a Development Agreement with the following:
Ambadevi Co-operative Housing Society Limited, a Society registered under the
Maharashtra Co-operative Societies Act, 1960 bearing registration no. BOM/HSG-627 to
re-develop the said Society.
TRANSFER TO RESERVES:
The Board of Directors has decided to retain the entire amount of profit for the
Current Financial Year in the Statement of Profit & Loss.
DIVIDEND:
To strengthen the financial position of the company and after considering the relevant
circumstances, the Board of Directors of your company has decided that it would be
prudent, not to recommend any Dividend for the Financial Year under Review.
The Company does not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds that were required to be transferred to Investor
Education and Protection Fund (IEPF).
SUBSIDIARY, JOINT VENTURES, AND ASSOCIATE COMPANIES:
Arunis Edifice Private Limited was a Wholly Owned Subsidiary at the beginning of the
Current Financial Year. However, during the financial year under review, Company sold 51%
of shares of Arunis Edifice Private Limited and hence it ceased to be a wholly owned
subsidiary and it became an Associate Company.
Further, your Company acquired 100% Equity Shares of Arunis Realties Private Limited on
6th July 2022, and hence Arunis Realties Private Limited became the Wholly
Owned Subsidiary of the Company.
As on 31st March 2023, Arunis Edifice Private Limited was an Associate
Company and Arunis Realties Private Limited was a Wholly Owned Subsidiary.
A statement containing salient features of the financial statements of Arunis Realties
Private Limited and Arunis Edifice Private Limited in Form AOC - 1 is annexed as Annexure
I and forms part of this report.
During the financial year under review, the Company had no joint venture.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the company's financial position, have occurred between the end of the
financial year of the Company and the date of this report.
SHARE CAPITAL OF THE COMPANY:
The issued, subscribed, and paid-up equity share capital of your Company as on 31st
March 2023 Was 3,00,00,000/- (Rupees Three Crore Only) Divided Into 30,00,000 Equity
Shares Having Face Value Of 10/- (Rupees Ten Only) Each Fully Paid Up.
The Company has not issued any sweat equity shares during the financial year under
review and hence no information as per provisions of Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.
The Company does not have any employee stock option scheme or employee stock purchase
scheme. Hence no information as per the provisions of Rule 12(9) of the Companies (Share
Capital and Debenture) Rules, 2014 has been furnished.
There are no shares held by trustees for the benefit of employees and hence no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014
has been furnished.
The Company has not issued any shares with differential rights during the financial
year under review.
During the financial year under review, there was no change in the paid-up share
capital of the Company.
LOANS, GUARANTEES, OR INVESTMENTS:
During the year under review, Company has subscribed to 38,30,000 Optionally
Convertible Redeemable Debentures of the face value of Rs.10/- each issued by Arunis
Edifice Private Limited.
Details of other Loans, Guarantees, and Investments covered under the provisions of
Section 186 of the Companies Act, 2013 are provided in the notes to the Financial
Statements.
PUBLIC DEPOSITS:
During the year under review, the company has not accepted any deposits within the
meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014. Hence there are no details to be disclosed under Rule 8(5) (v) of
the Companies (Accounts) Rules, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of Regulation 34(2)(e) of the Listing Regulations, the
Management Discussion and Analysis Report for the year, as stipulated under the Listing
Regulations is presented in a separate section and forms an integral part of the Annual
Report.
REPORT ON CORPORATE GOVERNANCE:
As per the provisions of Regulation 15 (2) of the Listing Regulations, the compliance
with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses
(b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule
V shall not apply to a listed entity having paid up equity share capital not exceeding
Rupees Ten Crore and Net worth not exceeding Rupees Twenty Five Crore, as on the last day
of the previous financial year.
As of the last day of the previous financial year, the paid-up equity share capital and
Net worth of the Company were below the threshold limits as stated above, therefore, the
provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of
sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable
to the Company presently. Accordingly, the Report on Corporate Governance and certificate
regarding compliance with conditions of Corporate Governance are not provided in the
Annual Report. However, the Company continues to adhere to the best practices prevailing
in Corporate Governance and follows the same in its true spirit.
DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES IF ANY:
As on 31st March 2023, the Board Consist of 4 (four) Directors namely Mrs.
Dhara D. Desai (Managing Director), Mr. Chirag J. Shah (Non-Executive Director), Mrs.
Leena M. Desai (Independent Director), and Mrs. Megha P. Sultania (Independent Director).
In accordance with the provisions of Section 152 of the Act read with the Companies
(Management and Administration) Rules, 2014 and Articles of Association of the Company,
Mrs. Dhara D. Desai (DIN 02926512), Managing Director of the Company, retires by rotation
at the ensuing 29th Annual General Meeting (“AGM”) and being
eligible, has offered herself for re-appointment and your Board recommends her
re-appointment.
Mr. Chirag J. Shah (DIN: 06954750), who retired by rotation at the previous 28th
Annual General Meeting held on 27th September 2022, was re-appointed as
director of the Company in terms of provisions of Section 152(6) of the Act.
During the financial year under review, Mr. Denis B. Desai, Chief Financial Officer
resigned with effect from 11th November 2022 and Ms. Heena B. Gupta was
appointed as Chief Financial Officer with effect from 11th November 2022.
Mrs. Hirak Patel Company Secretary and Compliance Officer of the Company resigned with
effect from the closing hours of 09th May 2023 and Mrs. Garima Mandhania was
appointed as Company Secretary and Compliance Officer of the Company with effect from 10th
May 2023.
Except as stated above there were no changes in the Directors and Key Managerial
Personnel of the Company.
The Company has received a declaration from the Directors in Form MBP-1 and Form DIR-8
pursuant to Section 184(1) of the Companies Act 2013 read with Rule 9(1) of The Companies
(Meetings of Board and its Powers) Rules, 2014 and Section 164(2) of the Companies Act,
2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules,
2014 respectively.
DECLARATION FROM INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as
Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or
re-enactment(s) for the time being in force). In the opinion of the Board, all Independent
Directors possess the integrity, expertise, and experience including the proficiency
required to be Independent Directors of the Company. The Independent Directors of the
Company have registered themselves with the data bank maintained by the Indian Institute
of Corporate Affairs (IICA).
ANNUAL PERFORMANCE AND BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, its
committees, independent directors, non-executive directors, executive directors, and the
chairman.
The Nomination and Remuneration Committee ('NRC') of the Board has laid down the manner
in which formal annual evaluation of the performance of the Board, its committees, and
Individual Directors has to be made and includes circulation of evaluation forms
separately for evaluation of the Board and its Committees, Independent Directors/
Non-executive Directors/ Executive Director and the Chairman of your Company.
The performance of Non-independent Directors, the Board, as a whole, and the Committees
of the Board has been evaluated by Independent Directors in a separate meeting. At the
same meeting, the Independent Directors also evaluated the performance of the Chairman of
your Company, after taking into account the views of the Executive Director and
Non-executive Directors. Evaluation as done by the Independent Directors was submitted to
the NRC and subsequently to the Board.
The performance of the Board and its Committees was evaluated by the NRC after seeking
inputs from all the Directors, on the basis of criteria such as the Board/ Committee
composition and structure, the effectiveness of the Board/ Committee process, information
and functioning, etc.
The performance evaluation of all the Directors of your Company (including Independent
Directors, Executive Directors and Non-executive Directors and Chairman), is done at the
NRC meeting and the Board meeting by all the Board Members, excluding the Director being
evaluated on the basis of criteria, such as contribution at the meetings, strategic
perspective or inputs regarding the growth and performance of your Company, among others.
Following the meetings of the Independent Directors and Performance Board at its meeting
discussed the performance of the Board, as a whole, its committees, and Individual
Directors.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your directors to the best of their knowledge and belief and according to the
information and explanations obtained by them and as required under Section 134 (3) read
with Section 134 (5) of the Act, states:
(a) 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.
(b) that 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 31st March 2023 and of the profit of the Company for that
period.
(c) that 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) that the directors have prepared the annual accounts on a going concern basis.
(e) that the directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(f) that 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.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Company's business
policies and strategy apart from other businesses of the Board. The Company adheres to the
applicable provisions of the Companies Act, 2013, and the Secretarial Standards as
prescribed by the Institute of Company Secretaries of India. Agenda papers containing all
necessary information/documents are made available to the board members in advance to
enable them to discharge their responsibilities effectively and take informed decisions.
During the financial year under review, the Board of Directors duly met 9 (Nine) times
viz. on 30th May 2022, 19th July 2022, 25th July 2022, 05th August 2022 and 11th November
2022, 30th December 2022, 19th January 2023, 10th February 2023. The intervening gap
between two consecutive Board meetings did not exceed the stipulated time.
The details of attendance of the directors at the meetings of the Board of Directors
are as under:
Name of Directors |
Designation |
No. of Meetings |
|
|
Held |
Attended |
Mrs. Dhara D. Desai |
Managing Director |
9 |
9 |
Mrs. Leena M. Desai |
Independent Director |
9 |
9 |
Mrs. Megha P. Sultania |
Independent Director |
9 |
9 |
Mr. Chirag J. Shah |
Non-Executive Director |
9 |
9 |
MEETING OF INDEPENDENT DIRECTORS:
As stipulated under the Code of Independent Directors under Schedule IV of the Act, a
separate meeting of the Independent Directors of the Company was held on 10th February
2023 without the presence of Non-Independent Directors and members of the management to
consider the performance of Non-Independent Directors and the Board as a whole and
assessing the quality, quantity, and timeliness of the flow of information between the
Company management and the Board of Directors.
Independent Directors expressed satisfaction with the performance of Non-Independent
Directors and the Board as a whole. The Independent Directors were also satisfied with the
quality, quantity, and timeliness of the flow of information between the Company
management and the Board.
AUDIT COMMITTEE:
The Audit Committee is duly constituted as per the provisions of Section 177 of the
Act. It adheres to the terms of reference, prepared in compliance with Section 177 of the
Companies Act, 2013 which interalia include overseeing the financial reporting process,
accounting policies and practices, reviewing periodic financial results, adequacy of
Internal Audit Functions, related party transactions etc. The members of the Committee
possess sound knowledge of accounts, audits, finance, taxation, internal controls, etc.
As on 31st March 2023, the Audit Committee comprised of Mrs. Megha P. Sultania, Mrs.
Dhara D. Desai, and Mrs. Leena M. Desai as its members. Mrs. Megha P. Sultania is the
Chairperson of the Committee. Mrs. Leena M. Desai, Member and Authorised Representative of
the Chairperson of the Audit Committee were present at the 28th AGM of the
Company held on 27th September 2022.
During the financial year under review, the Audit Committee duly met 8 (Eight) times
viz. on 30th May 2022, 19th July 2022, 25th July 2022, 5th August 2022, 11th November
2022, 30th December 2022, 19th January 2023 and 10th February 2023. The numbers of
meetings attended by each member during the financial year under review are as follows:
Name of the Members |
Designation |
No. of Meetings |
|
|
Held |
Attended |
Mrs. Megha P. Sultania |
Chairperson |
8 |
8 |
Mrs. Dhara D. Desai |
Member |
8 |
8 |
Mrs. Leena M. Desai |
Member |
8 |
8 |
The Company Secretary and Compliance Officer act as a Secretary to the Committee.
The Broad terms of reference of the Audit Committee are as follows:
• Recommendation for appointment, remuneration, and terms of appointment of
auditors of the Company
.• Approval of payment to Statutory Auditors for any other services rendered by
the Statutory Auditors.
• Reviewing and monitoring the Auditors' independence and performance and
effectiveness of the audit process.
• Discussions with Statutory Auditors before the audit commences, the nature and
the scope of the Audit as well as post-audit discussion.
• Reviewing the Annual Financial Statements and Auditors' Report thereon before
submission to the Board for approval, with reference to:
• Any changes in accounting policies and practices.
• Major accounting entries based on the exercise of judgment by management.
Modified opinion(s) in the draft audit report. Significant adjustments arising out of
audit findings. Compliance with accounting standards; and
• Related party transactions i.e. transactions of the company of material nature,
with promoters or the management, their subsidiaries or relatives, etc. that may have
potential conflict with the interests of the company at large.
• Oversee the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient, and
credible.
• Discussion with Internal Auditors on any significant findings and follow up
thereon.
• Review the adequacy of the internal control system. Finding of any internal
investigations by the Internal Auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting
the matter to the Board.
• Approval or any subsequent modification of transactions of the Company with
related parties.
• Scrutiny of Inter-corporate loans and investments.
• Valuation of undertaking or assets of the Company, wherever it is necessary; and
• Reviewing the Company's financial and risk management policies.
Detailed terms of reference of the Committee are placed on the website of the company.
All the recommendations made by the Audit Committee during the year were accepted by
the Board. The Chairman of the Audit Committee briefed the Board members on the
significant discussions which took place at Audit Committee Meetings.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee is constituted in compliance with the
requirements of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies
(Meetings of the Board and its Powers) Rules, 2014.
As on 31st March 2023, the Nomination and Remuneration Committee comprised of Mr.
Chirag J. Shah, Mrs. Leena M. Desai, and Mrs. Megha P. Sultania as its members. Mr. Chirag
J. Shah is the Chairman of the Committee.
During the financial year under review, the Nomination and Remuneration Committee duly
met 2 (two) times viz. on 30th May 2022 and 11th November 2022. The details of attendance
of members at such meetings are as follows:
Name of the Members |
Designation |
No. of Meetings |
|
|
Held |
Attended |
Mr. Chirag J. Shah |
Chairman |
2 |
2 |
Mrs. Leena M. Desai |
Member |
2 |
2 |
Mrs. Megha P. Sultania |
Member |
2 |
2 |
The Company Secretary and Compliance Officer act as a Secretary to the Committee.
The Board terms of reference of the Nomination and Remuneration Committee are as
follows:
• Formulate criteria for determining qualifications, positive attributes, and
independence of Directors and evaluating the performance of the Board of Directors.
• Identification and assessing potential individuals with respect to their
expertise, skills, attributes, and personal and professional standing for appointment and
re-appointment as Directors / Independent Directors on the Board and as Key Managerial
Personnel.
•Formulate a policy relating to remuneration for the Directors, Committee, and
Senior Management Personnel. The Remuneration Policy is available on the website of the
Company at www.arunis.co;
•Determine terms and conditions for the appointment of Independent Directors. The
same is also available on the website of the Company at www.arunis.co.
Detailed terms of reference of the Committee are placed on the website of the company.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company's Stakeholders' Relationship Committee is responsible for the satisfactory
redressal of investor complaints. The Stakeholders Relationship Committee was constituted
in compliance with the requirements of Section 178 of the Companies Act, 2013.
As on 31st March 2023, the Stakeholders' Relationship Committee comprised of Mr. Chirag
J. Shah, Mrs. Leena M. Desai, and Mrs. Megha P. Sultania as its members. Mr. Chirag J.
Shah is the Chairman of the Committee.
During the financial year under review, the Stakeholders' Relationship Committee duly
met 1 (One) time viz. on 10th February 2023. The composition of the Stakeholders'
Relationship Committee and the number of meetings attended by each member during the
financial year under review are as follows:
Name of the Members |
Designation |
No. of Meetings |
|
|
Held |
Attended |
Mr. Chirag J. Shah |
Chairman |
1 |
1 |
Mrs. Leena M. Desai |
Member |
1 |
1 |
Mrs. Megha P. Sultania |
Member |
1 |
1 |
The Company Secretary and Compliance Officer act as a Secretary to the Committee.
The Broad terms of reference of the Stakeholders' Relationship Committee are as
follows:
• To oversee the redressal of investors' complaints including complaints related
to share transfer/transmission/demat/remat of shares, non-receipt of annual reports,
dividend payments, issue of new/duplicate share certificates, and other miscellaneous
complaints; and
• To redress investors' complaints and recommend measures for overall improvement
in the quality of investor services.
Detailed terms of reference of the Committee are placed on the website of the company.
The Committee also oversees the performance of the Registrar and Share Transfer Agent
and recommends measures for overall improvement in the quality of Investors' service.
Company Secretary of the Company acts as Secretary of the Committee.
During the year, the Company has not received any complaints from shareholders.
Further, no investor grievance has remained unattended/pending for more than thirty days.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
Disclosures pertaining to remuneration and other details, as required under Section
197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed as Annexure II, and forms part of this
report.
The statement containing particulars of employees, as required under Section 197(12) of
the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in this report as Annexure III, and forms
part of this report.
REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Act and on the recommendation of the
Nomination and Remuneration Committee, the Board of Directors has adopted a policy
(‘Remuneration Policy') for the selection and appointment of
Directors, Key Managerial Personnel (‘KMP'), Senior Management Personnel
(‘SMP'), other employees and their remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other related matters.
The Remuneration Policy is placed on the website of the Company at www.arunis.co.
CORPORATE SOCIAL RESPONSIBILITY:
During the financial year under review, the provisions of Section 135 of the Act
regarding Corporate Social Responsibility were not applicable to the Company.
ANNUAL RETURN:
Pursuant to Section 92 and Section 134 of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of your Company as on 31st
March 2023 is available on Company's website at www.arunis.co.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Act, your Company has duly
established Vigil Mechanism for directors and employees to report concerns about unethical
behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct or
ethics policy. The Audit Committee of the Board monitors and oversees the vigil mechanism.
Your directors hereby confirm that no complaint was received from any director or employee
during the financial year under review.
We affirm that during the financial year under review, no employee or director was
denied access to the Audit Committee.
The detailed policy related to this vigil mechanism is available on the Company's
website at www.arunis.co.
STATUTORY AUDITORS:
As per the provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the members of the Company in their 25th AGM held on 7th
September 2019 appointed M/s. A Yadav & Associates, Chartered Accountants, Vadodara,
(Firm Registration No. 129725W), as the Statutory Auditors of the Company for a term of 5
(five) consecutive years i.e. to hold office from the conclusion of the 25th
AGM till the conclusion of 30th AGM to be held for the financial year ending 31st
March 2024.
M/s. A. Yadav & Associates, Chartered Accountants have furnished a certificate of
their eligibility under Section 141 of the Act and the Companies (Audit and Auditors)
Rules, 2014, confirming that they are eligible for continuance as Statutory Auditors of
the Company.
The Statutory Auditors' Report on the financial statements for the financial year ended
31st March 2023 does not contain any qualification, reservation, adverse
remark, or disclaimer. The Auditors Report and the notes on financial statements referred
to in the Auditor's Report are self-explanatory and do not call for any further comments.
INTERNAL AUDITOR:
Pursuant to section 138 and all other applicable provisions, if any, of the Companies
Act, 2013, read with rule 13 of the Companies (Accountant) Rules, 2014 (including any
statutory enactment or modification or re-enactment thereof) the Company had appointed
M/s. M P P S & Co., Chartered Accountants, as an Internal Auditor of the Company for
the Financial year 2022-23 of the Company.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204(1) of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. M. Baldeva Associates, Company Secretaries, to undertake a Secretarial
Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is
annexed as Annexure IV and forms a part of this report.
With respect to an observation made by the Secretarial Auditors in their report
regarding the delay in filing of one e-form with the Registrar of Companies, Ahmedabad,
Gujarat, your directors would like to state that the delay in filing of one e-form with
the Registrar of Companies, Ahmedabad, Gujarat was due to oversight.
DISCLOSURE OF MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER
SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013:
The provision of sub-section (1) of Section 148 of the Companies Act, 2013 regarding
maintenance of cost records does not apply to the Company, hence the Company is not
required to maintain cost records, and accordingly, such accounts and records have not
been made and maintained.
DETAILS IN RESPECT OF FRAUDS REPORTING UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013
BY STATUTORY AUDITOR:
During the financial year under review, the statutory auditors have not reported any
instances of fraud in the Company as per Section 143 (12) of the Companies Act, 2013. This
is also supported by the report of the auditors of the Company as no fraud has been
reported in their audit report for the financial year ended 31st March 2023.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year under review, the Company has complied with the applicable
SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial
Standard on General Meetings) issued by the Institute of Company Secretaries of India and
approved by the Central Government under Section 118(10) of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year under review, the Company has entered
contract/arrangements/transaction with its related party pursuant to the provision of
Section 188 of the Act, and the same were in the ordinary course of business on arm's
length basis and are reported in notes forming part of the financial statements.
There was no material related party transaction entered into by the Company.
Accordingly, the disclosure of Related Party Transactions, as required under Section
134(3) of the Act in Form No. AOC-2 is not applicable.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN THE FUTURE:
There were no significant and material orders passed by any regulators or courts or
tribunals impacting the going concern status and Company's operations in the future.
RISKS AND AREAS OF CONCERN:
There is a continuous process for identifying, evaluating, and managing significant
risks faced through a risk management process designed to identify the key risks facing
the business. Risks would include significant weakening in demand from core-end markets,
inflation uncertainties, adverse regulatory developments, etc. During the financial year,
risk analysis and assessment were conducted, and no major risks were noticed.
DISCLOSURES AND COMPLIANCE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company is committed to providing and promoting a safe and healthy work environment
for all its employees. Prevention of sexual harassment policy, which is in line with the
statutory requirements, along with a structured reporting and redressal mechanism,
including the constitution of the Internal Complaints Committee in accordance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013 (“POSH Act”), is in place.
The Company has complied with the applicable provisions of the POSH Act and has
constituted an Internal Complaints Committee under the POSH Act. During the financial year
under review, no complaints were received under the POSH Act's provisions.
INTERNAL FINANCIAL CONTROLS:
The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, size, and complexity of its business operations. Internal
control systems comprising of policies and procedures are designed to ensure the
reliability of financial reporting, compliance with policies, procedures, applicable laws,
and regulations, and that all assets and resources are acquired economically used
efficiently, and adequately protected.
The Audit Committee evaluates the efficiency and adequacy of the financial control
system in the Company, its compliance with operating systems, and accounting procedures,
and strives to maintain the standards in Internal Financial Control.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of energy:
(i) the steps taken or impact on the conservation of energy. |
Though our operations are not energy-intensive, efforts have been
made to conserve energy by utilizing energy-efficient equipment |
(ii) the steps taken by the company for utilizing alternate sources
of energy |
The Company is using electricity as the main source of energy and
is currently not exploring any alternate source of energy. |
(iii) the capital investment on energy conservation equipment. |
Not applicable |
Technology absorption:
(i) the efforts made toward 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) |
No technology has been imported by the Company. |
(a) the details of the technology imported |
Not Applicable |
(b) the year of import; |
Not Applicable |
(c) whether the technology has been fully absorbed |
Not Applicable |
(d) if not fully absorbed, areas where absorption has not taken
place, and the reasons thereof |
Not Applicable |
(iv) the expenditure incurred on Research and Development |
Not Applicable |
Foreign exchange earnings and Outgo:
During the financial year under review, there was no foreign exchange earnings and
outgo.
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:
The Company did not have any of its securities lying in demat/unclaimed suspense
account arising out of public/bonus/rights issue as on 31st March 2023. Hence,
the particulars relating to an aggregate number of shareholders and the outstanding
securities in suspense account and other related matters do not arise.
GREEN INITIATIVE:
The Ministry of Corporate Affairs (MCA) has undertaken a green initiative in Corporate
Governance by allowing paperless compliances compliance by the Companies and permitting
the service of Annual Reports and documents to the shareholders through electronic mode
subject to certain conditions and the Company continues to send Annual Reports and other
communications in electronic mode to the members who have registered their email addresses
with the Company.
DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the financial year under review, neither application was made nor proceeding
initiated against the Company under the Insolvency and Bankruptcy Code, 2016, nor any such
proceeding was pending at the end of the financial year under review.
VALUATION OF ASSETS:
During the financial year under review, there was no instance of one-time settlement of
loans / financial assistance taken from Banks or Financial Institutions, hence the Company
was not required to carry out a valuation of its assets for the said purpose.
ACKNOWLEDGEMENT:
Your directors wish to place on record their appreciation for the contribution made by
the employees at all levels. Your directors also wish to thank its customers, dealers,
agents, suppliers, investors, financial institutions, and government authorities for their
continued support and faith reposed in the Company.
For Arunis Abode Limited |
|
Dhara D. Desai |
Chirag J. Shah |
Managing Director |
Director |
DIN: 02926512 |
DIN: 06954750 |
Date: 11-08-2023 |
|
Place: Mumbai |
|
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