To,
The Members,
Arunis Abode Limited ("the Company”)
Your Directors have the pleasure of presenting the Thirtyfirst (31st)
Annual Report together with the Standalone and Consolidated Audited Financial
Statements of the Company for the financial year ending 31st March 2025 ("Current
Financial Year" or "Financial Year under Review").
Takeover of the Company by New Management and New
Promoters:
Before mulling over to the various parts of Board of Directors and
Annual Report, your Board of Directors would like to brief you about the recent takeover
of the Company by new promoters and management of the Company. Pursuant to Share Purchase
Agreement dated 2nd December, 2024, executed between Mr. Deniis Desai
(hereinafter referred to as "Seller” or "Existing Promoter”) and Mr. Ayush Dharmendrabhai Jasani, Mr. Dharmendrabhai Becharbhai
Jasani and Mr. Yagnik B. Tank (collectively referred to as "Acquirers” or "New Promoters”) the Previous Promoters of the Company
have transferred 21,05,000 fully paid up equity shares of Rs.10/ each of Arunis Abode
Limited to Acquirers. Further pursuant to the said acquisition the Open Offer under SEBI
(SAST) Regulations, 2011 was given to the public shareholders of the Company.
The new management and promoters of the Company, having rich experience
in the business of earth moving equipment, have added the new line of business in to the
Company i.e. of renting and dealing of earth moving equipment. The requisite approval of
Shareholders of the Company was sought by way of Postal Ballot and Registrar of Companies,
Ahmedabad, Gujarat has issued the Certificate of Registration of Special Resolution
altering the Main Objects of the Company, in this regard. Accordingly, the new management
of the Company will be focusing more on the business of earth moving equipment, rather
than the earlier business of construction and development.
Your Board of Directors of the Company would like to bring to your
notice that even though the Company is currently carrying on the business of earth moving
equipment, the financial results of 31st March, 2025 reflects the business
income earned by carrying on the activities of Construction and Development, which were
carried on by the previous management of the Company.
1. FINANCIAL HIGHLIGHTS:
The Company's financial performance for the financial year ended 31st
March 2025 is summarized below:
(Rs. In 000)
Particulars |
Standalone |
Consolidated |
|
For the financial year ended 31032025 |
For
the financial year ended 31032024 |
For the financial year ended 31032025 |
For
the financial year ended 31032024 |
Revenue
from Operations |
1.38 |
12,189.96 |
1.38 |
12,189.96 |
Other
Income |
4846.28 |
4,463.54 |
5159.36 |
4,899.95 |
Total
Income |
4847.66 |
16,653.50 |
5160.74 |
17,089.91 |
Profit
before Interest, Depreciation, and taxes |
(2929.51) |
10,686.83 |
(2,786.43) |
10,969.55 |
Less:
Depreciation and amortization expense |
1313.04 |
1,752.37 |
1313.04 |
1,752.37 |
Less:
Interest |
679.9 |
3,233.80 |
679.9 |
3,233.80 |
Profit
/ (Loss) before tax |
(4922.45) |
5,700.66 |
(4779.37) |
5,983.38 |
Less:
Provision for taxation (including deferred tax) |
(3267.5) |
1,407.50 |
(3255.84) |
1,423.70 |
Share
of profit/(loss) of associate |
|
|
|
(617.90) |
Profit
/ (Loss) after tax |
(1654.95) |
4,293.16 |
(1523.53) |
3,941.78 |
2. 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 ("IndAS").
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.in.
3. NATURE OF BUSINESS:
Post takeover of the Company by new management and new promoters, the
Company has focused its operations into the leasing and renting of heavy earthmoving
equipment as well as civil works. These strategic transitions have enabled the Company to
adapt to evolving market opportunities and expand its business portfolio.
Our Company is currently operating in India through its office located
in Surat, Gujarat.
Our Company provides on a contract, lease, hire and rental basis, a
large and sophisticated fleet of earthmoving equipment such as excavators, dozers, backhoe
loaders, loaders, skid loaders, industrial vacuum cleaners, road sweeper machines, all
types of cranes and other related machineries. We provide licensed professionals and
personnel for operating such machineries. Our Company also offers comprehensive repair and
maintenance for such machineries with our own team of mechanics, alongside consultancy,
support, and technical services. Our Company also specializes in expansion and fabrication
projects for a wide range of industrial facilities, including factories and refinery
plants. Beyond such major undertakings, we also provide comprehensive mechanical works
ranging from welding services to manpower supply. We also provide other materials for the
civil works including equipment, steel, cement, etc. as per the needs of the customers.
Our commitment extends to delivering various other tailored solutions, ensuring all
customer needs are met with precision and excellence, reinforcing our position as a
versatile and reliable partner in industrial development.
During the year 202425, the Company was engaged in the field of real
estate activities. These include acquiring, developing, and managing properties such as
townships, housing and commercial premises, hotels, resorts, hospitals, educational
institutions, and recreational facilities.
4. OPERATIONAL PERFORMANCE:
Following the takeover and the subsequent strategic shift in focus, the
Company's operational performance is now primarily driven by its new core business
activities: the leasing and renting of heavy earthmoving equipment and civil works. This
strategic pivot has streamlined our operations and positioned the Company for future
growth in these specialized sectors.
5. TRANSFER TO RESERVES:
The Board of Directors has decided to retain the entire amount of
profit for the current financial year.
6. 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 the Investor Education and Protection Fund (IEPF).
After the closure of Financial Year 202425 the Board of Directors of
the Company vide Board Resolution dated 08th August, 2025 approved and declared
Interim Dividend of 10% i.e. Rs.1/ (Rupees One Only) per Equity Shares of face value of
Rs.10/ (Rupees Ten Only) each for the Financial Year 202526 pursuant to Section 91 of
Companies Act, 2013 and applicable rules thereunder and Regulation 42 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
7. SUBSIDIARY, JOINT VENTURES, AND ASSOCIATE
COMPANIES:
As on 31st March 2025, Arunis Edifice Private Limited was an
Associate Company and Arunis Realties Private Limited was a Wholly Owned Subsidiary of the
Company.
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.
After the closure of financial Year 202425 the Board of Directors
passed a resolution on April 17, 2025, disposed of its entire investment in both entities.
Consequently, with effect from April 17, 2025, Arunis Realties Private
Limited ceased to be a Wholly Owned Subsidiary and Arunis Edifice Private Limited ceased
to be an Associate Company of the Company.
8. DEMATERIALIZATION OF SHARES:
As on 31st March 2025, there are 24,79,270 Equity Shares
dematerialized through depositories viz. National Securities Depository Limited and
Central Depository Services (India) Limited, which represents about 82.64% of the total
issued, subscribed and paidup capital of the Company.
9. 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 mentioned below, 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.
I. Right Issue of Equity Shares:
After the closure of financial year, The Board of Directors of the
Company passed the Board resolution dated 25th July, 2025 for the issue of
fully paid up Equity Shares of the Company of face value of Rs. 10/ each (the "Equity
Shares") for an amount not exceeding Rs. 6,048 Lakhs by way of Rights Issue to the
eligible Shareholders of the Company in accordance with applicable laws, including the
Companies Act, 2013, as amended, the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR
Regulations"), as amended, subject to such regulatory and statutory approvals, as may
be relevant under the applicable laws in the following manner:
i. instrument being issued: Fully paidup Equity Shares of Face
Value of ?10/ each.
ii. Rights issue Shares: Issue of up to 4,80,00,000 Fully PaidUp
Equity Shares of Face Value of Rs.10/ each.
iii. Rights issue Price: Rs.12.60/ per Rights Equity Share
(including premium of Rs.2.60/ each) payable on application.
iv. Rights Issue Size: Rs.6,048 Lakhs in total, considering the
amount payable on application. Assuming full subscription with respect to Rights Equity
Shares
v. Rights Entitlement Ratio: 16 (Sixteen) Rights Equity Shares
for every 1 (One) Fully Paid Equity Share held by eligible shareholders as on the Record
Date.
vi. Record date: For the purpose of determining the shareholders
eligible to apply for the equity shares in the Rights Issue as Tuesday, 26th
August, 2025 ("Record Date").
A Rights Issue Committee has been formed to oversee the issuance,
offer, and allotment of these equity shares.
The net proceeds from this rights issue are intended for two primary
purposes:
Acquiring 100% shareholding in Prasad Earth Movers Private Limited.
Acquiring the business of Kalind Earth Movers.
Benefits of Acquisitions:
a) Expansion of business line
b) Increase in customer base
c) Experienced Management and Skilled Talent
d) Contracts and Asset Portfolio
II. ALTERATION OF MEMORANDUM OF ASSOCIATION OF THE
COMPANY:
There was no alteration in the Memorandum of Association of the Company
during the year.
After the closure of financial Year, the following alterations were
made to the Memorandum of Association of the Company:
a) Alteration of Capital Clause of the Company:
The Authorised Share Capital of the Company has been increased from
Rs.7,50,00,000/ (Rupees Seven Crore and Fifty Lakh only), divided into 75,00,000 Equity
Shares of Rs.10/ each, to Rs.52,00,00,000/ (Rupees FiftyTwo Crore only), divided into
5,20,00,000 Equity Shares of Rs.10/ each. This change was approved via an Ordinary
Resolution passed on 12th June, 2025, through a postal ballot and remote
Evoting process.
b) Alteration of Object Clause of the Company:
The Main Object Clause 3(A) of the Memorandum of Association has been
altered by adding the following new objects. This change was approved via Special
Resolution passed on 12th June, 2025, through a postal ballot and remote
Evoting process.
"To carry on the business of providing earthmoving equipment such
as Excavators, Dozers, JCBs, Loaders, Skid Loaders, Industrial Vacuum Cleaners, Road
Sweeper Machines, all types of Cranes, and other related machinery on a contract, lease,
hire, and rental basis in India or elsewhere. Additionally, to undertake civil works,
infrastructure development, construction projects, and laborrelated services, including
but not limited to manpower supply, site preparation, earthworks, and project management
services, and to provide maintenance services for the same.
To undertake all necessary activities to promote the lease, hire, and
rental of earthmoving machinery, as well as the repair and maintenance of such machinery,
including providing related consultancy, support, and technical services".
III. Change of Registered office and Corporate
Office of the Company:
a) Registered office:
The registered office of the Company has been shifted from existing
House, Survey No. 2523, Coastal Highway, Umersadi, Valsad, Killa Pardi, Gujarat,
India396125 TO 706, 7th Floor, IBC (International Business center), Dumas Road, Piplod,
Surat, Gujarat395007 by way of postal ballot through remote evoting process by members of
the Company with effect from 12th June, 2025.
b) Corporate Office:
The corporate office of the Company has been shifted from Office no 501
FP No 765 TPS 111 JN, Off SV Road and Kora Kendra Road, Borivali West, Mumbai 400092
Maharashtra, India to 706, & 7th Floor International Business Center, Piplod, Gaurav
Path Road, Dumas Road, Piplod, Surat 395007 Gujarat, India with effect from 13th
June 2025.
10. share CAPITAL OF the company:
During the financial year under review, there was no change in the
capital of the Company.
i. Authorised Share Capital:
The Authorised Share Capital of the Company as on 31st
March, 2025 is Rs.7,50,00,000/ (Seven Crores and Fifty Lakhs only) divided into 75,00,000
(Seventy Five Lakhs) Equity Shares of Rs.10/ each. During the year under review, there was
no change in the authorised capital of the Company.
Subsequent to the close of the financial year, the Company's Authorized
Share Capital was increased from Rs.7,50,00,000/ (Rupees Seven Crores Fifty Lacs Only)
divided into 75,00,000 (Seventy Five Lacs Only) Equity Shares of Rs.10/ (Rupees Ten Only)
each to Rs.52,00,00,000/ (Rupees Fifty Two Crores Only) divided into 5,20,00,000 (Five
Crores Twenty Lacs Only) Equity Shares of Rs.10/ (Rupees Ten Only) each by way of ordinary
resolution dated 12th June, 2025 passed through postal ballot.
The capital clause of the Company's Memorandum of Association has been
amended to reflect this change.
ii. Issued, Subscribed and Paidup Equity Share
Capital:
The issued, subscribed, and paidup equity share capital of your Company
as on 31st March 2025 was Rs.3,00,00,000/ (Rupees Three Crore Only) divided
Into 30,00,000 (Thirty Lacs Only) Equity Shares having Face Value of Rs.10/ (Rupees Ten
Only) each fully paid up. The said shares are listed on BSE Limited ("BSE").
iii. Issue of equity shares with differential
rights:
The Company has not issued any shares with differential rights during
the financial year under review. iV. issue of sweat equity shares
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.
V. Preferential issue of Equity Shares:
The Company has not made any preferential issue of Equity Shares.
Vi. ESOP Allotment:
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.
VII. Right Issue of Equity Shares:
The Company has not made any Right Issue of Equity Shares during the
financial year.
After the closure of financial year, the Board of Directors of the
Company passed the Board Resolution dated 25th July, 2025 for the issue of
fully paid up Equity Shares of the Company of face value of Rs. 10/ each (the "Equity
Shares") for an amount not exceeding Rs. 6,048 Lakhs by way of Rights Issue to the
existing eligible Shareholders of the Company in accordance with applicable laws,
including the Companies Act, 2013, as amended, the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR
Regulations"), as amended, subject to such regulatory and statutory approvals, as may
be relevant under the applicable laws in the following manner:
i. instrument being issued: Fully paidup Equity Shares of Face
Value of Rs.10/ each.
ii. Rights issue Shares: Issue of up to 4,80,00,000 Fully PaidUp
Equity Shares of Face Value of Rs.10/ each.
iii. Rights issue Price: Rs.12.60/ per Rights Equity Share
(including premium of Rs.2.60/ each) payable on application.
iv. Rights Issue Size: Rs.6,048 Lakhs in total, considering the
amount payable on application. Assuming full subscription with respect to Rights Equity
Shares
v. Rights Entitlement Ratio: 16 (Sixteen) Rights Equity Shares
for every 1 (One) Fully Paid Equity Share held by eligible shareholders as on the Record
Date.
vi. Record date: For the purpose of determining the shareholders
eligible to apply for the equity shares in the Rights Issue as Tuesday, 26th
August, 2025 ("Record Date").
A Rights Issue Committee has been formed to oversee the issuance,
offer, and allotment of these equity shares.
The net proceeds from this rights issue are intended for two primary
purposes:
Acquiring 100% shareholding in Prasad Earth Movers Private Limited.
Acquiring the business of Kalind Earth Movers.
Benefits of Acquisitions:
a) Expansion of business line
b) Increase in customer base
c) Experienced Management and Skilled Talent
d) Contracts and Asset Portfolio
11. LOANS, GUARANTEES, OR INVESTMENTS:
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.
12. 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.
13. management discussion and analysis REPORT:
Pursuant to the provisions of Regulation 34(2)(e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, 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.
14. 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 subregulation (2) of Regulation 46 and para C, D and
E of Schedule V shall not apply to a listed entity 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 paidup 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 subregulation (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.
15. RETIREMENT BY ROTATION:
Mr. Yagnik Bharatkumar Tank (DIN: 10835016), Managing Director of the
Company retires by rotation at the forthcoming AGM in accordance with provisions of
Section 152 of the Act and the Articles of Association of the Company and being eligible,
offers himself for reappointment.
The brief resume and other details relating to the Directors who are
proposed to be appointed/ reappointed, as required to be disclosed under Regulation 36(3)
of the Listing Regulations is furnished along with the Explanatory Statement to the Notice
of the 31st AGM.
Board recommends his reappointment to the members for consideration in
the ensuing 31st Annual General Meeting.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND
CHANGES IF ANY:
I. Composition of Board of Directors and key
managerial personnel
The following named personnel are the Directors and KMP'S of the
Company as on 31st March 2025 as per Section 203 of the Companies Act, 2013:
Sr.
No. Name |
Designation |
1.
Mr. Yagnik Bharatkumar Tank |
Managing
Director |
2.
Mrs. Leena Desai |
Women
Independent Director |
3.
Mrs. Megha Vikram Khanna |
Women
Independent Director |
4.
Mr. Deniis Desai |
Director |
5.
Ms. Heena Banwari Lal Gupta |
Chief
Financial Officer |
6.
Mrs. Garima Mandhania |
Company
Secretary and Compliance Officer |
II. Changes in the directors during the year under
review:
During the period under report, the following changes took place in the
composition of Directors and KMP
of the Company:
Mr. Deniis Desai (DIN: 02904192) was appointed as an Additional
Director of the Company w.e.f., 26th March, 2024 on a recommendation of Nomination and
Remuneration Committee for a period of 5 years and regularized in the 30th
Annual general Meeting held on 18th September, 2024.
Mr. Yagnik Bharatkumar Tank was appointed as an additional Director
(Executive) of the Company with effect from 07th February, 2025 in accordance
with the provisions of the Articles of Association of the Company and based on the
recommendation by the Nomination & Remuneration Committee who shall hold office until
the conclusion of the ensuing Annual General Meeting of the Company or the due date of the
next Annual General Meeting, whichever is earlier.
Ms. Dhara Deniis Desai (DIN: 02926512) has resigned from the position
of Managing Director of the Company with effect from 07th February, 2025 due to
takeover of the Company.
Mr. Yagnik Bharatkumar Tank (DIN: 10835016), who was appointed as
additional Director (Executive) has been appointed as Managing Director of the Company
with effect from 07th February, 2025 on the recommendation by the Nomination
and Remuneration Committee ("NRC") and approved by the Audit Committee, subject
to the approval of shareholders of the Company.
Except as stated above there were no changes in the Directors and Key
Managerial Personnel of the
Company.
After the closure of Financial year 202425, the
following changes took place in the composition of
Directors and KMP of the Company:
Mr. Dharmendrabhai Becharbhai Jasani (DIN: 10495406) has been appointed
as Additional Director Whole Time Director Designated as Chairman of the Board and Company
for a period of Three years with effect from 30th April, 2025.
Mr. Ayush Dharmendrabhai Jasani (09842741) has been appointed as
Additional Director Whole Time Director Designated as Vice Chairman of the Board and
Company for a period of Three years with effect from 30th April, 2025;
Mr. Sanam Kashinath Umbargikar (DIN: 03394367) has been appointed as
Additional/NonExecutive Independent Director w.e.f. 30th April, 2025 for a
period of five years and regularised as the "NonExecutive Independent Director"
of the Company to hold office for a first term of 5 (five) consecutive years and he shall
not be liable to retire by rotation;
Mr. Anand Bhagwan Soman (DIN: 03522837) has been appointed as
Additional/NonExecutive Independent Director) w.e.f. 30th April, 2025 for a
period of five years and regularised as the "NonExecutive Independent Director"
of the Company to hold office for a first term of 5 (five) consecutive years and he shall
not be liable to retire by rotation;
Mrs. Sejalben Subhashkumar Donga (DIN: 10922698) has been appointed as
Additional/NonExecutive Independent Director) w.e.f. 30th April, 2025 for a
period of five years and regularised as the "NonExecutive Independent Director"
of the Company to hold office for a first term of 5 (five) consecutive years and he shall
not be liable to retire by rotation;
Mr. Deniis Desai (DIN: 02904192) has resigned from the position of
Director of the Company with effect from 14th May, 2025 due to change in
management and resulting the reconstitution of the Board due to takeover of the Company;
Ms. Garima Mandhania has resigned from the position of Company
Secretary and Compliance Officer of the Company with effect from 14th May, 2025
due to change in management and resulting the reconstitution of the Board due to takeover
of the Company;
Ms. Heena Gupta has resigned from the position of Chief Financial
Officer (CFO) of the Company with effect from 14th May, 2025 due to change in
management and resulting the reconstitution of the Board due to takeover of the Company;
Ms. Leena Manish Desai (DIN: 08028345) has resigned from the position
of NonExecutive Women Independent Director of the Company with effect from 14th
May, 2025 due to change in management and resulting the reconstitution of the Board due to
takeover of the Company;
Mrs. Megha Vikram Khanna (DIN: 08739417) has resigned from the position
of NonExecutive Women Independent Director of the Company with effect from 14th
May, 2025 due to change in management and resulting the reconstitution of the Board due to
takeover of the Company;
Mr. Ayush Dharmendrabhai Jasani (09842741) has appointed as Chief
Financial Officer (CFO) of the Company with effect from 15th May, 2025;
Ms. Poonam Khemka has appointed as Company Secretary and Compliance
Officer of the Company with effect from 15th May, 2025;
Mr. Dharmendrabhai Becharbhai Jasani (DIN: 10495406) who was appointed
as additional Director (Whole Time Director) designated as Chairman of the Board of the
Company with effect from 30th April, 2025 for a term of 3 years, has been
appointed as an Executive Director under the category of Whole Time Director and Chairman
in the promoter category of the Company with effect from 01st May, 2025 by way
of postal ballot through remote evoting process by members of the Company and whose office
is liable to retire by rotation;
Mr. Ayush Dharmendrabhai Jasani (DIN: 09842741) who was appointed as
additional Director (Whole Time Director) designated as Vice Chairman of the Board of the
Company with effect from 30th April, 2025 for a term of 3 years, has been
appointed as an Executive Director under the category of Whole Time Director and Chairman
in the promoter category of the Company with effect from 01st May, 2025 by way
of postal ballot through remote evoting process by members of the Company and whose office
is liable to retire by rotation;
Mr. Yagnik Bharatkumar Tank (DIN: 10835016) who was appointed as a
Managing Director of the Company with effect from 7th February, 2025 for a term
of 3 years has been appointed as an Executive Director under the category of Managing
Director in the promoter category of the Company and whose office is liable to retire by
rotation by way of postal ballot through remote evoting process by members of the Company;
Mr. Ayush Dharmendrabhai Jasani (09842741) resigned from the position
of Chief Financial Officer (CFO) of the Company with effect from 19th July,
2025
Mrs. Preeti R Mistry has appointed as Chief Financial Officer (CFO) of
the Company with effect from 19th July, 2025;
The Company has received a declaration from the Directors in Form MBP1
and Form DIR8 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.
17. 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 reenactment(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).
18. ANNUAL PERFORMANCE AND BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own
performance, its committees, independent directors, nonexecutive 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/
Nonexecutive Directors/ Executive Director and the Chairman of your Company.
The performance of Nonindependent 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 Nonexecutive 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 Nonexecutive 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.
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, 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 2025 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.
20. MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on the
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 make informed decisions.
During the financial year under review, the Board of Directors duly met
9 (Nine) times viz. on 24th May 2024, 09th August 2024, 24th
October 2024, 18th November 2024, 20th December 2024, 23rd
January 2025, 05th February 2025, 7th February 2025, and 29th
March 2025. 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 |
|
|
Liable
to Attend |
Attended |
Mrs.
Dhara Desai (Upto 07th February, 2025) |
Managing
Director |
8 |
8 |
Mrs.
Leena Desai |
Independent
Director |
9 |
9 |
Mrs.
Megha Vikram Khanna |
Independent
Director |
9 |
9 |
Mr.
Deniis Desai |
Director |
9 |
9 |
Mr.
Yagnik Bharatkumar Tank (w.e.f. 07th February, 2025) |
Managing
Director |
1 |
0 |
21. 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 29th
March, 2025 without the presence of NonIndependent Directors and members of the management
to consider the performance of NonIndependent 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
NonIndependent 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.
22. 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.
I. Composition of Audit Committee:
As on 31st March 2025, the Audit Committee comprised of:
Sr.
No. Name of Member |
Category |
Designation |
1
Megha Vikram Khanna |
NonExecutive
Independent |
Chairperson |
2
Dhara Desai |
Managing
Director |
Member |
3
Leena Desai |
NonExecutive
Independent |
Member |
During the financial year under review, the Audit Committee duly met 7
(Seven) times viz. 24th May 2024, 09th August 2024, 24th
October 2024, 18th November 2024, 20th December 2024, 5th
February 2025 and 29th March 2025.
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 |
|
|
Liable
to attend |
Attended |
Mrs.
Megha Vikram Khanna |
Chairperson |
7 |
7 |
Mrs.
Dhara Deniis Desai |
Member |
6 |
6 |
Mrs.
Leena Manish Desai |
Member |
7 |
7 |
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 postaudit 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 Intercorporate 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 www.arunis.in.
All the recommendations made by the Audit Committee during the year
were accepted by the Board. The Chairman of the Audit Committee on regular basis has
briefed the Board members on the significant discussions which took place at Audit
Committee Meetings.
i. Pursuant to the Board Resolution dated 30th April, 2025,
Audit Committee has been reconstituted in the following manner due to change in the
management of the Company.
Sr.
No. Member |
Category |
Designation |
1.
Mr. Anand Soman |
NonExecutive
Independent |
Chairman |
2.
Mr. Sanam Kashinath Umbargikar |
NonExecutive
Independent |
Member |
3.
Mr. Yagnik Bharatkumar Tank |
MDExecutive |
Member |
ii.
Pursuant to the Board Resolution dated 08th August, 2025, Audit Committee has
been reconstituted in |
the
following manner. |
|
|
Sr.
No. Member |
Category |
Designation |
1.
Mr. Sanam Kashinath Umbargikar |
NonExecutive
Independent |
Chairman |
2.
Mr. Anand Soman |
NonExecutive
Independent |
Member |
3.
Mr. Yagnik Bharatkumar Tank |
MDExecutive |
Member |
23. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (hereinafter referred to
as "NRC") 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.
I. Composition of NRC Committee:
As on 31st March 2025, the NRC comprised of as follows.
Sr.
No Name of Member |
Category |
Designation |
1
Dennis Desai |
NonExecutive
Independent |
Chairperson |
2
Leena Manish Desai |
NonExecutive
Independent |
Member |
3
Megha Vikram Khanna |
NonExecutive
Independent |
Member |
II. Meeting of NRC Committee:
During the financial year under review, the NRC duly met Two (2) times
viz. On 09th August 2024 and 07th February 2025. The details of
attendance of members at such meetings are as follows:
Name
of the Members |
Designation |
No. of Meetings |
|
|
Liable
to attend |
Attended |
Mr.
Deniis Desai |
Chairman |
2 |
2 |
Mrs.
Leena Manish Desai |
Member |
2 |
2 |
Mrs.
Megha Vikram Khanna |
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 reappointment 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.in:
Determine terms and conditions for the appointment of Independent
Directors. The same is also available on the website of the Company at www.arunis.in.
Detailed terms of reference of the Committee are placed on the website
of the Company www.arunis.in
Arunis Abode Limited
III. Reconstitution of NRC after the closure
of financial year:
Pursuant to the Board Resolution dated 30th April, 2025, NRC
has been reconstituted in the following manner due to change in the management of the
Company:
Sr.
No. Member |
Category |
Designation |
1.
Mrs. Sejalben Subhashkumar Donga |
Non
Executive Independent |
Chairman |
2.
Mr. Sanam Kashinath Umbargikar |
Non
Executive Independent |
Member |
3.
Mr. Anand Soman |
Non
Executive Independent |
Member |
24. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company's Stakeholders Relationship Committee (hereinafter
referred to as "SRC") 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.
I. Composition of SRC Committee:
As on 31st March 2025, the SRC comprised of as follows.
Sr.
No Name of Member |
Category |
Designation |
1
Dennis Desai |
Non
Executive Independent |
Chairperson |
2
Leena Manish Desai |
Non
Executive Independent |
Member |
3
Megha Vikram Khanna |
Non
Executive Independent |
Member |
II. Meeting of SRC Committee:
During the financial year under review, the SRC met 5 (Five) times viz.
on 24th May 2024, 09th August 2024, 24th October 2024, 23rd
January 2025 and 05th February, 2025. 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 |
|
|
Liable
to attend |
Attended |
Mr.
Deniis Desai |
Chairman |
5 |
5 |
Mrs.
Leena Manish Desai |
Member |
5 |
5 |
Mrs.
Megha Vikram Khanna |
Member |
5 |
5 |
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, nonreceipt 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 www.arunis.in.
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.
III. Reconstitution of SRC after the closure of
financial year:
i. Pursuant to the Board Resolution dated 30th April, 2025,
SRC has been reconstituted in the following manner due to change in the management of the
Company:
Sr.
No Name of Member |
Category |
Designation |
1
Mr. Anand Soman |
Non
Executive Independent |
Chairperson |
2
Mr. Sanam Kashinath Umbargikar |
Non
Executive Independent |
Member |
3
Mrs. Sejalben Subhashkumar Donga |
Non
Executive Independent |
Member |
ii.
Pursuant to the Board Resolution dated 08th August, 2025, SRC has been
reconstituted in the following manner. |
Sr.
No Name of Member |
Category |
designation |
1
Mr. Sanam Kashinath Umbargikar |
Non
Executive Independent |
Chairperson |
2
Mr. Anand Soman |
Non
Executive Independent |
Member |
3
Mrs. Sejalben Subhashkumar Donga |
Non
Executive Independent |
Member |
25. 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.
There are no employees drawing salary in excess of limits prescribed in
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personal) Rules,
2014 and hence 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 is not required to be provided.
The Top 10 employees of the Company as per the remuneration as on 31st
March, 2025 are as follows:
Sr.
No. Name of Director/ Employee |
designation |
Remuneration |
1.
Mrs. Dhara Desai |
Managing
Director |
Rs.18,00,000/
per annum |
2.
Mr. Deniis Desai |
Director |
Nil |
3.
Ms. Heena Desai |
Chief
Financial Officer |
Rs.4,80,000/
per annum |
4.
CS Garima Mandhania |
Company
Secretary |
Rs.3,60,000/
per annum |
5.
Mr. Harsh Shetty |
Accounts
Assistant |
Rs.3,60,000/
per annum |
26. 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.in.
27. CHANGE iN POLiCY:
During the year under review and pursuant to Section VA of Chapter V of
Master Circular issued vide circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11,
2023 ("Master Circular"), the Company has adopted the Policy for
determination of materiality of any events and Information in terms of Regulation 30 of
the Securities and Exchange Board of India 'Listing Regulations'.
28. 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.
29. 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 2025 is available on the Company's website at
www.arunis.in.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Act, your Company
has duly established a 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.in.
31. 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 30th AGM
held on 18th September 2024 appointed M/s. B.R. Pancholi & Co, Chartered
Accountants (Firm Registration No. with the Institute of Chartered Accountants of India
107285W), 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 30th AGM till the
conclusion of 35th AGM to be held for the financial year ending 31st
March 2029.
There is no observation (including any qualification, reservation,
adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any
explanation from the Directors. The specific notes forming part of the accounts referred
to in Auditor's Report are selfexplanatory and give complete information.
It is also proposed to appoint M/s. JMMK & Co., Chartered
Accountants, having FRN No. 120459W as Joint Statutory Auditors of the Company along with
existing Statutory Auditors M/s. B. R. Pancholi & Co., Chartered Accountant, to hold
the office from conclusion of 31st Annual General Meeting till the conclusion
of 36th Annual General Meeting, at such remuneration plus service tax, out of
pocket expenses, travelling expenses etc. as may be mutually agreed between the Board of
Directors of the Company and the Statutory Auditors subject to approval of shareholders of
the Company in the ensuing Annual General Meeting.
32. 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 reenactment 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 202425 of the Company.
Further, the Board of Directors in its meeting held on 08th
September, 2025, the Board on recommendation of Audit Committee has appointed M/s. P S S J
& CO LLP as Internal Auditors of the Company for the financial year 202526.
33. 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, during the
year the Board has appointed M/s. Bhavesh Chheda & Associates, Company Secretary
Mumbai having Membership No. 48035 and CP. No. 24147 to undertake a Secretarial Audit of
the Company for the financial year 202425. The Secretarial Audit Report is annexed as Annexure
III and forms a part of this report.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Secretarial Auditors in their Report.
Further, in terms of Section 204 of the Act and Regulation 24A of the
SEBI Listing Regulations, the Board of Directors has, on the recommendation of the Audit
Committee, approved the appointment of Mr. Nitin Sarfare, Company Secretary, having Unique
Identification No.I2014MH1209300 and Peer Review Certificate No. 2128/2022 as the
Secretarial Auditors of the Company, to hold office for a term of five (5) beginning from
financial year 202526
onwards, subject to the approval of the Members of the Company at the
ensuing AGM. Accordingly, a resolution seeking Members' approval for appointment of
Secretarial Auditors of the Company form part of the Notice of the 31st AGM
forming part of this Annual Report.
34. 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 subsection (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.
35. 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
2024.
36. COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year under review, the Company has complied with
the applicable SS1 (Secretarial Standard on Meetings of the Board of Directors) and SS2
(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.
37. 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 note26 forming part of the financial statements.
There was no materialrelated 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. AOC2 is not applicable.
38. 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 the Company's operations in
the future.
39. 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
coreend markets, inflation uncertainties, adverse regulatory developments, etc. During the
financial year, risk analysis and assessment were conducted, and no major risks were
noticed.
40. 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.
41. 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.
42. 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 energyintensive, efforts have been made to
conserve energy by utilizing energyefficient 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.
43. 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
2024. Hence, the particulars relating to an aggregate number of shareholders and the
outstanding securities in suspense account and other related matters do not arise.
44. GREEN INITIATIVE:
The Ministry of Corporate Affairs (MCA) has undertaken a green
initiative in Corporate Governance by allowing paperless compliances 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.
45. 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 was any such proceeding pending at the end of the financial year under review.
46. VALUATION OF ASSETS:
During the financial year under review, there was no instance of
onetime 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.
47. Maternity BENEFIT: RULE 8(5)(xIM) OF THE
Company (ACCOUNTS), RULES, 2014:
The Company affirms that it has duly complied with all the provision of
Maternity Benefits to eligible woman employees during the year.
48. FORWARD LOOKING STATEMENT:
Some information in this report may contain forwardlooking statements.
We have based these forward looking statements on our current beliefs, expectations and
intentions as to facts, actions and events that will or may occur in the future. Such
statements generally are identified by forward looking words such as "believe",
"plan", "anticipate", "continue", "estimate",
"expect", "may" or other similar words. A forward looking statement
may include a statement of the assumptions or basis underlying the forward looking
statement. We have chosen these assumptions or basis in good faith and we believe that
they are reasonable in all material respects.
However, we caution you that forward looking statements and assumed
facts or basis almost always vary from actual results, and the differences between the
results implied by forward looking statements and assumed facts or basis and actual
results can be material, depending on the circumstances.
49. 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
Sd/
DHARMENDRABHAI BECHARBHAI JASANI
chairman and whole time director
DIN:10495406
Place: Surat
Date: 8th September, 2025
Annexure III
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