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<dhhead>DIRECTOR’S REPORT</dhhead>
To
The Members of
ARHAM TECHNOLOGIES LIMITED (Erstwhile “Arham Technologies Private Limited”)
Your directors have pleasure in presenting their 11th Annual Report and the Company’s Audited Financial Statements for the financial year ended on 31st March, 2024.
1. FINANCIAL RESULTS OF THE COMPANY:
The Company’s financial performance for the year ended 31st March 2024 is summarized below:
(Amount in Rs. Lakhs)
Particulars
Year Ended 31.03.2024
Year Ended 31.03.2023
Revenue From Operation
5,468.98
4,844.32
Other Income
54.23
23.14
Total Income
5,523.21
4,867.46
Profit Before Interest and Depreciation
903.70
637.66
Less: - Finance Cost
159.95
139.75
Less: - Depreciation
77.41
27.29
Profit Before Exceptional Item and Tax
666.34
470.62
Exceptional Item
-
Profit Before Tax
Less: - Provision for Tax Current Tax
170.89
123.76
Current tax expense relating to prior years
(10.56)
Deferred Tax Assets/Liability
8.97
2.32
Net Profit After Tax
486.48
355.10
Proposed Dividend on Equity Shares
Tax on proposed Dividend
Transfer to General Reserve
Surplus carried to Balance Sheet
Earnings per equity share Basic
5.75
5.19
Diluted
2. STATE OF COMPANY’S AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK: STATE OF COMPANY’S AFFAIRS:
Arham Technologies Limited is engaged in manufacturing of LED Smart Televisions, with different screen sizes under our brand ‘STARSHINE’. Your Company also manufacture Fans, Air Coolers and Mixer Grinders through third party manufacturers under our brand ‘STARSHINE’. We have network of dealers and distributors across Chhattisgarh, Madhya Pradesh, Odisha, Vidarbha, Andhra Pradesh and parts of Uttar Pradesh.
In this financial year, the company has launched Google TVs under our brand, Starshine. These state- of-the-art Smart Televisions integrate Google TV, offering curated recommendations, Google Assistant for voice commands, access to over 10,000 apps, and personalized entertainment options.
Also, the company has entered into manufacturing of Commercial Production of Ceiling Fans and Solar BLDC Fans with remote control and also launched 4 k Smart Television with screen sizes 75" and 85".
RESULT OF OPERATION:
During the year under review, your Company’s Gross Revenue is INR 5523.21 Lakhs. Gross profit before interest expenses, depreciation and tax amounted to INR 903.70 Lakhs. The Net Profit of Company after tax stood at INR 486.48 Lakhs.
FUTURE OUTLOOK:
Your Company’s future costs and revenues will be determined by demand/supply situation, Government Policies and Taxation and Currency fluctuations. The initiative taken by the company has started showing good results. The Company is confident of improved performance during the current year.
Your Company has planned to add other products in our portfolio by way of white labelling, to be a part of bigger portfolio of products. Your Company has planned to keep our focus on sales of Smart Televisions by making schemes and offers centric to Televisions and also setting up a manufacturing facility for Fans at our existing locations which shall give better margin and control in supply chain.
Your Company has also launched our “D2C” website www.starshine.co.in for our products which will increase our sales, profits, brand value and also to provide direct benefit to the end users and are also listing our products on e-commerce platform i.e., Amazon and Flipkart, etc.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in the nature of the business of the Company during current financial year.
4. CONSOLIDATED FINANCIAL STATEMENT:
During the year under review the company has Incorporated a Wholly Owned Subsidiary Company dated on 19th January, 2024 named “Arham Corporate Private Limited”. Accordingly, the company has prepared consolidated financial statements of the Company and its subsidiaries for FY 2023-24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor’s Report thereon form part of this Annual Report.
Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1 attached as per annexure-I.
Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary company. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to support@arhamtechnologies.co.in upto the date of the AGM and the same would also be available on the Company’s website URL: https://www. https://www.arhamtechnologies.co.in/annual-report
5. DIVIDEND:
In view of the prevailing business scenario, there is need to conserve funds for the Company. The Board of Directors, therefore, does not recommend any Dividend for the financial year ended 31st March, 2024.
6. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
The company has transferred INR 486.48 Lakhs to the General Reserves during the current financial year.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY,, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitment 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.
8. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE / ASSOCIATE COMPANY AND DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS THEREFORE:
The company does not have any joint venture or associate Company. During the year under review the company has Incorporated a Wholly Owned Subsidiary Company dated on 19th January, 2024 named “Arham Corporate Private Limited”. Accordingly, the company has prepared consolidated financial statements of the Company and its subsidiaries for FY 2023-24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor’s Report thereon form part of this Annual Report.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the year.
10. MEETINGS OF THE BOARD OF DIRECTORS:
NUMBER OF MEETING OF THE BOARD:
During the financial year ended 31st March 2024, your directors held 9 (Nine) meetings. The dates of Board Meetings are: -
Sr. No.
Date of meeting
Total No. of Directors on the Date of Meeting
No. of Directors attended
% of Attendance
1
10.04.2023
6
100
2
25.05.2023
3
12.08.2023
4
24.08.2023
5
06.11.2023
10.11.2023
7
18.12.2023
8
27.12.2023
9
14.03.2024
11. AUDITOR’SREPORT:
There are no qualifications or observation or adverse remarks in the Auditors’ Report which require any clarification/ explanation. Moreover, notes on financial statements are self-explanatory and needs no further explanation. Hence Board of Director are not required to give any comment under section 134 (3) (f) of Companies Act, 2013.
12. AUDITORS
A. Statutory Auditors:
M/s MRCA & Associates, Chartered Accountants (FRN: 012690C), Chartered Accountants were appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 10th AGM of the Company until the conclusion of the 15 th AGM of the Company to be held in the year 2027.
B. Secretarial Auditors:
During the year, the Company has appointed M/s Abhishek Jain & Associates Practicing Company Secretaries, a Peer Reviewed Firm, as a Secretarial Auditor pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for conducting secretarial audit of the company for the financial year 2023-24.The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure-III.
C. Cost Auditor:
Appointment of Cost Auditor pursuant to provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company.
D. Internal Auditor:
During the year, the Company has appointed M/s Agrawal Bafna & Associates, Chartered Accountants (FRN: 027234C), Durg, Chhattisgarh, as an Internal Auditor pursuant to Section 138 of the Companies Act, 2013 to ensure the routine internal audits and controls.
11. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR ENDED 31.03.2024.
The Directors and KMP as on 31st March 2024 are as follows:
Name
DIN
Designation
Date of Appointment
1.
Mr. Ankit Jain
AIGPJ7531B
Chief Financial Officer
02/06/2022
2.
06381280
Director
27/12/2013
3.
Mr. Anekant Jain
06732591
4.
AVGPJ0208C
Chief Executive Officer
5.
Mr. Manish Kumar Agrawal
09781023
Independent Director
01/06/2023
6.
Mr. Saurabh Agrawal
07472972
25/06/2022
7.
Mr. Roshan Jain
06381291
Managing Director
8.
Mrs. Rukmani Jain
06381287
Non-Executive Woman Director
9.
Mrs. Pooja Avinash Gandhewar
AORPT2638G
Whole Time Company Secretary
05/08/2022
During the Financial Year the following appointment and resignation of Directors and Key Managerial Personnel occurred:
Date
Nature of Change
Mr. Manish Agrawal
Appointment
Mr. Gaurav Agrawal
31/05/2023
Resignation
12. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND THEIR SHAREHOLDING:
A. Remuneration Of Directors
Ankit Jain
Anekant Jain
Roshan Jain
Executive Director
Shareholding
Number of Shares
1749000
1134000
1962000
Remuneration
Basic & D. A
9,12,000
Special Allowance
HR. A
Transportation
Washing Allowance
Commission
LTA
Medical
Total
B. Remuneration Of Key Managerial Personnel
Pooja Avinash Gandhewar
Company Secretary cum Compliance officer
Salary
2,64,000
13. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-IV forming part of this report.
14. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:
No Managing Director or Whole-Time Director of the Company was in receipt of any remuneration or commission from the Company's Holding or Subsidiary companies during the financial year.
15. LOANS, GUARANTEES AND INVESTMENTS: -
As per Section 186 of the Act, the details of Investments made during FY 2023-24 are given below:
(“in lakhs”)
Name of Companies
Nature of Transactions
Investments
Arham Corporate Private Limited
Equity Investment
10.00
During the financial year 2023-24, the Company did not provide any loans or guarantees to its subsidiaries, joint ventures, associate companies, other corporate entities, or individuals.
16. DEPOSITS:
The Company has not accepted/ renewed any deposits for the year ended 31st March, 2024.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “ANNEXURE V”.
18. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace. It has adopted the policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of sexual harassment of woman at workplace (prevention, prohibition and redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at work place.
The Company has not received any complaint regarding sexual harassment during the Financial Year 2023-24.
19. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 (1) of the Companies Act, 2013 and hence it is not required to formulate the policy on corporate social responsibility.
20. DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards read with requirement set out under Schedule III of the Companies Act, 2013 had been followed and there is no material departure from the same;
b) 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 the end of the financial year 31st March, 2024 and of the profit of the company for that period;
c) The directors had 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 had prepared the annual accounts on a going concern basis; and
e) 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.
21. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
22. AUDIT COMMITTEE: - {Section 177 (8)}
The Audit Committee had duly formed in line with the provisions of Section 177 (8) of the Companies Act, 2013. The details of the Committee are available on the website of the Company at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;
1. Mr. Saurabh Agrawal
- Chairman
2. Mr. Manish Agrawal
- Member
3. Mrs. Ankit Jain
Note: During the year under review, the composition of the Audit Committee of the company was
changed.
Total No. of Members on the Date of Meeting
No. of Members attended
25/05/2023
100%
24/08/2023
10/11/2023
26/02/2024
23. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:
The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 of the Companies Act, 2013. The details of the Committee are available on the website of the Company at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;
1. Mr. Manish Agrawal
2. Mr. Saurabh Agrawal
3. Mrs. Rukmani Jain
Note: During the year under review, the composition of the Nomination and Remuneration Committee of the company was changed.
24. STAKEHOLDER RELATIONSHIP COMMITTEE: - {Section 178}
The Stakeholder Relationship Committee had duly formed in line with the provisions of Section 178 of the Companies Act, 2013. The details of the Committee are available on the website of the Company at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;
1. Mr. Manish Agrawal - Chairman
2. Mr. Ankit Jain - Member
3. Mrs. Rukmani Jain - Member
25. SIGNIFICANT AND MA TERIAL ORDERS PASSED BY THE REGULA TORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERA TIONS IN FUTURE:
During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.
A. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
B. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
C. Bonus Shares
Note: - During the year under review, the Board approved the issuance of bonus shares. At a meeting held on March 14, 2024, the Board of Directors approved the proposal to issue 8,460,000 bonus shares to Existing equity shareholders at a 1:1 ratio. This decision was subsequently approved by the members at the Extra-ordinary General Meeting on April 12, 2024.
D. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
26. FORMAL ANNUAL EVALUATION:
Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors.
The performance evaluation of the respective Committees and that of Independent and NonIndependent Directors was done by the Board excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.
27. RELATED PARTY TRANSACTIONS:
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 as Annexure-II.
28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.
The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.
29. RISK MANAGEMENT:
Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. The Company has a structured and comprehensive Risk Management Frame work under which the risks are identified, assessed, trace, monitored and reported as a part of normal business practice. The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.
30. MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, has been made and maintained by the Company.
31. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standard of professionalism, honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy. The mechanism of whistle blower policy is in place.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management’s discussion and analysis report is annexed in Annexure-VI.
33. WEBSITE:
The Company is maintaining its functional website and the website contains basic as well as investor’s related information. The link of website is https://arhamtechnologies.co.in/
34. CORPORATE GOVERNANCE:
As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
As our company has been listed on EMERGE Platform (SME) of NSE Limited, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause
(b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of schedule V are not applicable to the company. Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices.
35. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:
There is no revision of financial statement. Hence, it is not applicable to your company.
36. GENERAL MEETING:
The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General Meeting’, has been duly followed by the Company
Details of the General Meetings of the Company held during the financial year along with summary of Resolutions passed thereat, as more particularly set out in the respective notices of such General Meetings, as passed by the Members, are as follows:
AGM /EGM
Day, Date, Time and Venue
Particulars of Resolution
Extra Ordinary General Meeting
Saturday, 25th January, 2024 at 12:30 p.m. at Plot No. 15, Electronic Manufacturing Cluster, Sector 22, Village Tuta, Atal Nagar, Nava Raipur Chhattisgarh, 492015 India
1. To Increase the Authorised Share Capital of the Company and consequential amendment in Memorandum of Association of the Company
2. To approve fresh issue of shares through Further Public Offer (FPO).
Annual General Meeting
Saturday, 30th September, 2023 at 11.00 a.m. at Plot No. 15, Electronic Manufacturing Cluster, Sector 22, Village Tuta, Atal Nagar, Nava Raipur, Chhattisgarh, 492015 India
1. Adoption of Audited Financial Statements.
2. Re-appointment of a Director. 3. To approve the appointment of statutory auditor to fill casual vacancy caused by resignation of M/s R. S. Choraria & Associates, Chartered Accountants.
4. Regularisation of appointment of Mr. Manish Agrawal (DIN: 09781023), Additional Independent Director of the company as Director.
5. Approval of Payment of Remuneration to Mr. Ankit Jain, Director cum Chief Financial Officer of Company (DIN: 06381280). 6. Approval of Payment of Remuneration to Mr. Anekant Jain, Director cum Chief Executive Officer of Company (DIN: 06732591).
7. Approval of Payment of Commission to Ms. Rukmani Jain, Non-Executive Director of Company (DIN: 06381287).
37. REPORTING OF FRA UD:
The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.
38. ANNUAL RETURN:
Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013, copy of the Annual Return of the Company have been uploaded on the Company's website https://arhamtechnologies.co.in/investor-relation/ in e-form MGT-7 for the financial year ended March 31, 2023.
39. ACKNOWLEDGEMENT:
Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review and look forward to their continued co-operation in the years to come.
Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.
For and on behalf of the Board of Directors
SD/-
Date: 03/09/2024
DIN 06381291
Place: Raipur
NAME Roshan Jain
NAME