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EQUITY - MARKET SCREENER

Arunis Abode Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
526935
INE377D01018
20.906
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
11.69
8.1
EPS(TTM)
Face Value()
Div & Yield %
2.31
10
0
 

As on: May 19, 2022 02:13 PM

To,

The Members,

Your directors have pleasure in presenting the Twenty Seventh (27th) Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2021.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the financial year ended 31st March, 2021 is summarized below:

(Amount in INR)

Particulars For the financial year ended 31st March, 2021 For the financial year ended 31st March, 2020
Revenue from Operations 1,05,86,312 1,23,784
Other Income 6,42,162 6,36,99,89
Total Income 1,12,28,474 64,93,773
Profit before Interest, Depreciation and taxes 72,04,138 11,80,685
Less: Interest Nil Nil
Less: Depreciation and amortization expense 2,07,876 4,93,245
Profit / (Loss) before tax 69,96,262 6,87,440
Less: Provision for taxation (including deferred tax) 4,15,403 9,70,554
Profit / (Loss) after tax 65,80,859 (2,83,114)
Other Comprehensive Income / (Loss) Nil Nil
Total Comprehensive Income / (Loss) 65,80,859 (2,83,114)

2. COVID-19

The COVID-19 pandemic has caused a major economic shock and has emerged as a global challenge, creating disruption across the world. The impact of the pandemic had already caused massive dislocation among small businesses just several weeks after its onset. The impact of the coronavirus (COVID-19) pandemic is being felt by all the businesses around the world and has caused a decline in general business activities. The outbreak of COVID-19 has globally effected people's lives, disrupted businesses and jeopardized decades of development progress.

3. OPERATIONAL PERFORMANCE

During the financial year under review, the Company started its foray into real estate business. During the financial year under review, the Company has achieved total revenue of Rs. 1,05,86,312/- as against Rs. 1,23,784/- in the previous financial year and Net Profit after tax was Rs. 65,80,859/- as against loss of Rs. 2,83,114/- in the previous financial year.

4. TRANSFER TO RESERVES

During the financial year under review, the Company did not transfer any amount to reserves.

5. DIVIDEND

To conserve resources for growth of the Company, your directors do not recommended any dividend for the financial year ended 31st March, 2021.

6. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

During the financial year under review, the Company had no Subsidiary / Joint Ventures / Associate Companies.

The Company incorporated a Wholly Owned Subsidiary namely Arunis Edifice Private Limited on 2nd June, 2021.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year under review and the date of this report.

8. SHARE CAPITAL OF THE COMPANY

During the financial year under review, there was no change in the share capital of the Company. The issued, subscribed and paid up share capital of your Company as on 31st March, 2021 was Rs. 3,00,00,000/- (Rupees Three Crore only) divided into 30,00,000 equity shares of Rs. 10/- (Rupees Ten only) each fully paid up.

9. CHANGE IN PROMOTER AND PROMOTER GROUP

After completion of the open offer made by Mr. Denis B. Desai to acquire controlling stake in the Company and upon receipt of requests from the previous Promoters and Promoter group for their re-classification, an application for re-classification of Promoters and Promoter group of the Company in accordance with the provisions of Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ('SEBI Listing Regulations') was made to the BSE Ltd., after receiving Company's shareholders' approval for the same by passing a resolution in their Extra Ordinary General Meeting held on 25th December, 2020 (adjourned). The BSE Ltd. vide its communication dated 12th May, 2021 approved the application for change in Promoters and Promoter group; accordingly, Mr. Denis B. Desai has been classified as Promoter of the Company with effect from 12th May, 2021.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 ('Act') read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Dhara D. Desai (DIN: 02926512), Director of the Company, retires by rotation at the ensuing Annual General Meeting ('AGM') and being eligible, has offered herself for re-appointment and your Board recommends her reappointment.

(b) Appointment

Upon recommendation of the Nomination and Remuneration Committee of the Company, Mr. Denis B. Desai was appointed as an Additional Director of the Company with effect from 14th May, 2020. However, after becoming aware about disqualification under Section 164(2) of the Act, he resigned from the directorship of the Company on 16th May, 2020.

Upon recommendation of the Nomination and Remuneration Committee of the Company, Mrs. Dhara D. Desai was appointed as an Additional Director (DIN: 02926512) of the Company with effect from 16th May, 2020. Further, she was appointed as a director by the members of the Company in their 26th AGM (adjourned) held on 21st August, 2020. Furthermore, upon recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee of the Company, Mrs. Dhara D. Desai was appointed as Managing Director of the Company for a term of five (5) years with effect from 11th November, 2020.

Pursuant to the provisions of Section 149 of the Act, Mrs. Leena Manish Desai (DIN: 08028345) and Ms. Megha Sultania (DIN: 08739417) were appointed as Additional Independent Directors of the Company for a period of five (5) consecutive years with effect from 23rd May, 2020. Further they were appointed as Independent Directors by the members in their 26th AGM (adjourned) held on 21st August, 2020.

The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee, appointed Mr. Denis B. Desai as Chief Financial Officer of the Company with effect from 23rd May, 2020.

Ms. Shalu Mishra was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 23rd May, 2020.

On 15th September, 2020, upon resignation of Ms. Shalu Mishra from the post of Company Secretary & Compliance Officer of the Company and on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company appointed Mrs. Hirak Patel as Company Secretary & Compliance Officer of the Company with effect from 16th September, 2020.

Mr. Chirag J. Shah (DIN: 06954750) was appointed as an Additional (Non-Executive) Director of the Company with effect from 10th February, 2021 and holds office upto the date of ensuing AGM of the Company. The Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature as a director of the Company. Your directors recommend for his appointment as a director of the Company at the ensuing AGM.

(c) Cessation

Due to change in management of the Company, Mrs. Monalisa D. Parikh (DIN: 00294485), Chairperson and Managing Director, Mr. Lalit P. Dalal (DIN: 00013914), Mr. Jitendra M. Sharma (DIN: 02640342) and Mr. Govindas R. Rathi (DIN: 00288705), Independent Directors of the Company resigned from the directorship of the Company with effect from 23rd May, 2020. The Board places on record its appreciation for the services rendered by them during their tenure.

Mrs. Shweta Jain, Company Secretary & Compliance Officer and Ms. Heena Banwari Lal Gupta, Chief Financial Officer of the Company resigned from services of the Company with effect from 23rd May, 2020. The Board places on record its appreciation for the services rendered by them during their tenure.

Ms. Shalu Mishra resigned from the post of Company Secretary & Compliance Officer of the Company with effect from 15th September, 2020.

(d) Declaration from Independent Directors

The Company has received declaration from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

Further, as required under Section 150(1) of the Act read with Rule 6(1) of Companies (Appointment and Qualifications of Directors) Rules, 2014, Mrs. Leena M. Desai and Ms. Megha P. Sultania have registered themselves as an Independent Director in the Independent Director data bank and the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the said Act and the SEBI Listing Regulations and in the opinion of the Board, both the Independent Directors are persons of integrity and possesses relevant expertise and experience.

(e) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI Listing Regulations for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of non-executive directors and executive directors.

The Board has devised questionnaire to evaluate the performances of the Board, Board Committees and individual Directors. The Chairmen of respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual directors were reviewed by the Chairperson of the Board.

In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole, was evaluated, considering the views of executive directors and non-executive directors.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

(i) Attendance at Board and Committee Meetings;

(ii) Quality of contribution to the deliberations;

(iii) Strategic perspectives or inputs regarding future growth of Company and its performance; and

(iv) Providing perspectives and feedback going beyond information provided by the management.

(f) Key Managerial Personnel

As on 31st March, 2021, the Key Managerial Personnel of the Company were:

Sr. No. Names Designation
1. Mrs. Dhara D. Desai Managing Director
2. Mr. Denis B. Desai Chief Financial Officer
3. Mrs. Hirak Patel Company Secretary & Compliance Officer

11. 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 provided in this Report as Annexure I 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) Rule, 2014 are provided in this Report as Annexure II in a separate annexure forming part of this report.

12. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS CONCERNING A DIRECTOR

In terms of the provisions of clause (e) of Section 134(3) read with Section 178(3) of the Act, the Nomination and Remuneration Committee, while appointing a Director, considers the following criteria:

Qualification: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he / she meets the criteria laid down in Section 149(6) of the Act, the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

13. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policies and strategy apart from other business of the Board. The notice of Board meetings are given well in advance to all the directors of the Company. The agenda of the Board / Committee meetings are circulated 7 days prior to the date of the meetings. In case of any business exigencies, meetings are called and convened at shorter notice, or the resolutions are passed by circulation and later placed in the next Board Meeting. The agenda for the Board / Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors / members to take informed decision.

During the financial year under review, the Board duly met eight (8) times viz. on 14th May, 2020, 16th May, 2020, 23rd May, 2020, 27th May, 2020, 20th July, 2020, 14th September, 2020, 11th November, 2020 and 10th February, 2021. The gap between two consecutive Board meetings did not exceed 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. Monalisa D. Parikh (upto 23rd May, 2020) Chairperson and Managing Director 3 3
Mr. Lalit P. Dalal (upto 23rd May, 2020) Independent Director 3 3
Mr. Govindas R. Rathi (upto 23rd May, 2020) Independent Director 3 3
Mr. Jitendra M. Sharma (upto 23rd May, 2020) Independent Director 3 3
Mrs. Dhara D. Desai (w.e.f. 16th May, 2020) Chairperson and Managing Director* 6 6
Mrs. Leena M. Desai (w.e.f. 23rd May, 2020) Independent Director 5 5
Ms. Megha P. Sultania (w.e.f. 23rd May, 2020) Independent Director 5 5
Mr. Chirag J. Shah (w.e.f. 10th February, 2021) Non-Executive Director - -

*w.e.f. 11th November, 2020

A. SEPARATE 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, 2021 without the presence of Non-Independent Directors and members of the management to consider the following:

(i) performance of Non-Independent Directors and the Board as a whole;

(ii) performance of the Chairperson of the Company, considering the views of executive directors and non-executive directors; and

(iii) assessing the quality, quantity, and timeliness of flow of information between the Company management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

The Independent Directors expressed satisfaction on the performance of NonIndependent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of flow of information between the Company management and the Board.

B. COMMITTEES OF THE BOARD OF DIRECTORS:

In accordance with the provisions of the Act and SEBI Listing Regulations, the Company has constituted three committees of the Board, namely:

I. Audit Committee;

II. Nomination and Remuneration Committee; and

III. Stakeholders' Relationship Committee.

I. Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act. The members of the Committee possess sound knowledge on accounts, audit, finance, taxation, internal controls etc.

During the financial year under review, the Audit Committee duly met five (5) times viz. on 14th May, 2020, 23rd May, 2020, 14th September, 2020, 11th November, 2020 and 10th February, 2021. 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. Lalit P. Dalal (upto 23rd May, 2020) Chairman 2 2
Mr. Govindas R. Rathi (upto 23rd May, 2020) Member 2 2
Mr. Jitendra M. Sharma (upto 23rd May, 2020) Member 2 2
Ms. Megha P. Sultania (w.e.f. 23rd May, 2020) Chairperson 3 3
Mrs. Dhara D. Desai (w.e.f. 23rd May, 2020) Member 3 3
Mrs. Leena M. Desai (w.e.f. 23rd May, 2020) Member 3 3

The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

The Broad terms of reference of Audit Committee are as follows:

• Recommendation for appointment and removal of the Statutory and Branch Auditors, fixations of audit fees and also approval for payment for any other services;

• 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 Audit as well as have post audit discussion;

• To review the un-audited financial statements before submission to the Board and to oversee the Company's financial information disclosure;

• Discussion with Internal Auditors on any significant findings and follow up thereon;

• Review the adequacy of internal control system. Finding of any internal investigations by the internal auditors in to 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;

• To review the Annual Budget and to consider and recommend to the Board capital expenditure for enhancement of production capacity (excluding capital expenditure for normal maintenance / repairs/ replacements;

• Valuation of undertaking or assets of the Company, wherever it is necessary;

• Reviewing the Company's financial and risk management policies; and

• Reviewing the annual financial statements and the Auditors' Report thereon before submission to the Board, and to make recommendations to the Board on matters relating to the financial management, focusing primarily on:

• Any changes in accounting policies and practices;

• Major accounting entries based on exercise of judgment by management;

• Qualifications in draft audit report;

• Significant adjustments arising out of audit;

• The going concern assumption;

• Compliance with accounting standards; and

• Any 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 company at large.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is duly constituted as per the provisions of Section 178 of the Act. During the financial year under review, the

Nomination and Remuneration Committee duly met six (6) times viz. on 14th May, 2020, 16th May, 2020, 23rd May, 2020, 20th July, 2020, 14th September, 2020 and 11th November, 2020. The details of attendance of members at such meeting are as follows:

Name of the Members Designation No. of Meetings
Held Attended
Mr. Lalit P. Dalal (upto 23rd May, 2020) Chairman 3 3
Mr. Govindas R. Rathi (upto 23rd May, 2020) Member 3 3
Mr. Jitendra M. Sharma (upto 23rd May, 2020) Member 3 3
Mrs. Leena M. Desai (w.e.f. 23rd May, 2020) Chairperson/ Member1 3 3
Mr. Chirag J. Shah (w.e.f. 11th February, 2021) Chairman2 - -
Mrs. Dhara D. Desai (w.e.f. 23rd May, 2020) Member3 3 3
Ms. Megha P. Sultania (w.e.f. 23rd May. 2020) Member 3 3

Chairperson of the Committee upto 10th February, 2021 Chairman of the Committee w.e.f. 11th February, 2021 3Upto 10th February, 2021

The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

The Broad terms of reference of 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, 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 also the Senior Management Employees. The Remuneration Policy is available on the website of the Company at www.arunis.co; and

• Terms and conditions for appointment of Independent Directors. The same is also available on the website of the Company at www.arunis.co

III. Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee is duly constituted as per the provisions of Section 178 of the Act. During the financial year under review, the Stakeholders' Relationship Committee duly met four (4) times viz. on 14th May, 2020, 14th September, 2020, 11th November, 2020 and 10th February, 2021. 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. Lalit P. Dalal (upto 23rd May, 2020) Chairman 1 1
Mr. Govindas R. Rathi (upto 23rd May, 2020) Member 1 1
Mr. Jitendra M. Sharma (upto 23rd May, 2020) Member 1 1
Ms. Megha P. Sultania (w.e.f. 23rd May, 2020) Chairperson/ Member1 3 3
Mr. Chirag J. Shah (w.e.f. 11th February, 2021) Chairman2 - -
Mrs. Dhara D. Desai (w.e.f. 23rd May, 2020) Member3 3 3
Mrs. Leena M. Desai Member 3 3

1 Chairperson of the Committee upto 10th February, 2021

2 Chairman of the Committee w.e.f 11th February, 2021

3 Upto 10th February, 2021

The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

The Broad terms of reference of Stakeholders' Relationship Committee are as follows:

• To ensure that the application for registration of transfer, transmission, transposition of equity shares lodged by the shareholders/investors are disposed off in the stipulated time; and

• To look into the redressing of shareholders' and investors' complaints regarding non-receipt of Annual Report or dividend declared, change of address, etc.

14. INDEPENDENT DIRECTORS' DECLARATION

Declarations as required under Section 149(7) of the Act, from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, were duly received by the Company.

15. REPORT ON CORPORATE GOVERNANCE

As per the provisions of Regulation 15(2) of the SEBI Listing Regulations, the provisions related to Corporate Governance 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 do not apply to a listed entity having paid up share capital not exceeding Rupees Ten Crores and Networth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year.

As on the last day of the previous financial year, the paid up share capital and Networth of the Company was below the threshold limits as stated above, therefore, the provisions of Corporate Governance are not applicable to the Company, presently. Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance does not form part of the Annual Report. However, the Company continues to adhere the best practices prevailing in Corporate Governance and follows the same in its true spirit.

16. 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.

17. ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Act, the copy of Annual Return as on 31st March, 2021 will be placed on the website of the Company and can be accessed at https://www.arunis.co/pdf/Annual-Return 31.03.2021.pdf

18. 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 Company's Code of Conducts or ethics policy. Audit Committee of the Board monitors and oversee the vigil mechanism. Your directors hereby confirm that no complain 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 in the Company's website at www.arunis.co

19. 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, state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) they 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, 2021 and of the profit of the company for that period;

(c) they 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) they have prepared the annual accounts on a going concern basis;

(e) they 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

21. 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 five (5) consecutive years i.e. to hold office from conclusion of 25th AGM till 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 Audited Financial Statements of the Company for the financial year ended 31st March, 2021 forms part of this Annual Report.

The Statutory Auditors' report on the Audited Financial Statements for financial year ended 31st March, 2021 does not contain any qualifications, reservations or adverse remarks or disclaimer. Further, they have not reported any fraud as specified under the second proviso to Section 143(12) of the Act.

22. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204(1) of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. M Baldeva Associates, Company Secretaries, Thane to undertake Secretarial Audit of the Company for the financial year ended 31st March, 2021. The Secretarial Audit Report is annexed to this report as Annexure III and forms a part of this report.

With respect to observations made by the Secretarial Auditors in their report, we would like to state as follows:

Sr. No. Observations Explanation of Board of Directors
1 Delay in filing some e-forms with Registrar of Companies (RoC), Ahmedabad, Gujarat Delay in filing e-forms with Registrar of Companies (RoC), Ahmedabad, Gujarat was due to the nationwide lockdown imposed, to prevent the spread of Covid-19 pandemic in the country, which lead to destruction in normal workings.
2. Filing of some e-forms was under Companies Fresh Start Scheme, 2020 introduced vide General Circular No. 30/2020 dated 28th September, 2020 read with General Circular No. 12/2020 Delay in filing of e-forms was due to the nationwide lockdown imposed, to prevent the spread of Covid-19 pandemic in the country, which lead to destruction in normal workings
3. Appointed Mr. Denis B. Desai as an Additional Director of the Company w.e.f. 14th May, 2020, who was disqualified under Section 164(2) of the Companies Act, 2013 The management was not aware about disqualification of Mr. Denis B. Desai, under the provisions of Section 164(2) of the Companies Act, 2013; however, after becoming aware about disqualification under the said provisions, he resigned from directorship of the Company on 16th May, 2020

23. COST RECORDS AND COST AUDITORS

The Central Government has not prescribed the maintenance of cost records for any of the products of the Company under Section 148 (1) of the Act.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT

During the financial year under review, the Company had no transactions falling under provisions of Section 188 of the Act with its related parties.

25. LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review, your Company has not granted any inter-corporate loans, neither provided any guarantee in connection with any loan to any party nor made any investments in terms of the provisions of Section 186 of the Act.

26. 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 business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the financial year, risk analysis and assessment was conducted and no major risks were noticed.

27. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year, no complain was filed before the said Committee. No complain was pending at the beginning or end of the financial year under review.

28. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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 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 financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the standard in Internal Financial Control.

29. PUBLIC DEPOSITS

During the financial year under review, the Company has not accepted or renewed any deposits from public within the meaning of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2)(e) of the SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of the Annual Report.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Though our operations are not energyintensive, 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

(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) No technology has been imported by the Company
(a) the details of technology imported Not Applicable
(b) the year of import; Not Applicable
(c) whether the technology 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

(c) Foreign exchange earnings and Outgo

During the financial year under review, the total foreign exchange outgo (outflows) was Nil (previous year Nil) and the total foreign exchange earned (inflows) was Nil (previous year Nil).

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.

33. 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/right issues as on 31st March, 2021. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

34. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or 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.

35. 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 valuation of its assets for the said purpose.

36. ACKNOWLEDGEMENT

Your directors would like to place on record their gratitude for all the guidance and cooperation received from the shareholders, banks and other government and regulatory agencies. Your directors would also like to take this opportunity to express their appreciation for the hard work and dedicated efforts put in by the employees and look forward to their continued contribution and support.

For and on behalf of the Board of Directors of Arunis Abode Limited
(formerly known as M. B. Parikh Finstocks Limited)
Dhara D. Desai Chirag J. Shah
Managing Director Director
DIN:02926512 DIN:06954750
Place: Mumbai
Date: 25th June, 2021