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46th

ANNUAL REPORT
2016-17

ARTH UDYOG LIMITED


(CIN: L18101DL1971PLC028813)
CORPORATE INFORMATION
DIRECTORS Mr. Anupam Kumar Garg
Mr. Nityanand Singh
Ms. Shweta Saxena
CHIEF FINANCIAL OFFICER Mr. Sumit Vasudev
MANAGER Mr. Dadhich Kumar
COMPANY SECRETARY Ms. Ruchi Bhatia
BANKERS HDFC Bank Limited
AUDITORS

(I) Statutory Auditors M/s. Chaturvedi & Co., Chartered


Accountants, New Delhi
(II) Secretarial Auditors M/s. PKB & Asssociates,
Company Secretaries, New Delhi
(III) Internal Auditors M/s. Thakur, Vaidyanath Aiyar & Co.,
Chartered Accountants, New Delhi
SHARE TRANSFER AGENT M/s Skyline Financial Services Pvt Ltd.
D-153 A, 1st Floor, Okhla Industrial
Area, Phase -1, New Delhi- 110020

INDEX
Contents Page Nos.

Notice 1-9
Directors’ Report and its Annexures 10-48
Auditors’ Report 49-54
Balance Sheet 55
Statement of Profit and Loss 56
Cash Flow Statement 57

Notes to Financial Statements 58-73

Particulars pursuant to Non-Banking Financial Company-Non Systematically 74-75


Important Non-Deposit taking Company (Reserve Bank) Directions, 2016
76
Form AOC-1
77-81
Consolidated Auditors’ Report
82
Consolidated Balance Sheet
83
Consolidated Statement of Profit and Loss
Consolidated Cash Flow Statement 84

Consolidated Notes to Financial Statements 85-102

Additional Information to the Consolidated Financial Statements 103


ARTH UDYOG LIMITED
(CIN : L18101DL1971PLC028813)
Regd. Office: 16 A, Lajpat Nagar - IV, New Delhi - 110 024
Email: arthudyog2@gmail.com, Phone No.: 011-43541401
Website: www.arthudyog.co.in

NOTICE

Notice is hereby given that the 46th (Forty Sixth) Annual General Meeting of the
Shareholders of the Company will be held on Tuesday, September 26, 2017 at 3:00 p.m. at
10, Daryaganj, New Delhi - 110 002 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Standalone and Consolidated Audited Financial
Statement of the Company as at March 31, 2017 and the Report of the Board of
Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Nityanand Singh (DIN 00288319), who retires by
rotation and being eligible, offers himself for reappointment.

3. To appoint Statutory Auditors of the Company to hold the office for the period of 5 years
from the conclusion of this 46th Annual General Meeting (AGM) till the conclusion of 51st
AGM to be held in the year 2022 subject to ratification of appointment by members at
every AGM and to fix their remuneration and in this regard, to consider and if thought
fit, to pass the following Resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and all other
applicable provisions, if any, of the Companies Act, 2013 read with rules made
thereunder as amended from time to time, pursuant to the proposals of the Audit
Committee and recommendation of the Board, M/s. Thakur, Vaidyanath Aiyar & Co.,
Chartered Accountant, New Delhi (FRN 000038N), be and is hereby appointed as
Statutory Auditors of the Company to hold office for a period of five consecutive years
commencing from the conclusion of ensuing 46th Annual General Meeting until the
conclusion of the 51st Annual General Meeting to be held in the year 2022 subject to
ratification of appointment by members at every AGM at such remuneration as may be
approved by the Board of Directors of the Company.”

By Order of the Board of Directors


For ARTH UDYOG LIMITED

Ruchi Bhatia
Place: New Delhi Company Secretary
Date: August 8, 2017 ACS 36593
Address: 16A, Lajpat Nagar-IV,
Delhi-110 024

1
NOTES:

1. The Register of Directors and Key Managerial Personnel and their shareholding and the
Register of Contracts or Arrangements in which Directors are interested as maintained
under Section 170 and 189 of the Companies Act, 2013 respectively, will be available
for inspection by the Members at the Annual General Meeting.

2. Proxy:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO


APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY
NEED NOT BE A MEMBER OF THE COMPANY.

The proxies, in order to be effective, must be duly filled, signed, stamped and
deposited at the Registered Office of the Company either in person or through post
not later than 48 hours before the commencement of the Meeting. A blank proxy
form is annexed to the Annual Report.

A person can act as a proxy on behalf of members not exceeding fifty and holding in
the aggregate not more than ten percent of the share capital of the Company
carrying voting rights. A member holding more than ten percent of the total share
capital of the Company carrying voting rights may appoint a single person as proxy
and such person shall not act as proxy for any other person or shareholder.

During the period beginning 24 hours before the time fixed for the commencement of
the meeting and ending with the conclusion of the meeting, a member would be
entitled to inspect the proxies lodged at any time during the business hours of the
Company, provided that not less than three days of notice in writing is given to the
Company.

Members / proxies should bring the duly filled Attendance Slip enclosed herewith to
attend the meeting.

3. Corporate members intending to send their authorized representatives to attend the


Meeting are requested to send to the Company a certified copy of the Board
Resolution authorizing their representative to attend and vote on their behalf at the
Meeting.

4. Members are requested to bring their attendance slip along with their copy of Annual
Report to the Meeting. Copies of the Annual Report will not be distributed at the
Meeting.

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5. In case of joint holders attending the Meeting, only such joint holder whose name first
appears in the order of names will be entitled to vote.

6. Members who have not registered their e-mail addresses so far are requested to
register their e-mail address for receiving all communication including Annual Report,
Notices, Circulars, etc. from the Company electronically.

7. Members wishing to claim dividends that remain unclaimed are requested to


correspond with the Registrar & Transfer Agent (RTA), or the Company Secretary.
Members are requested to note that dividends that are not claimed within 7 years
from the date of transfer to the Company’s Unpaid Dividend Account, will, as per
Section 124 of the Act, be transferred to the Investor Education and Protection Fund
(IEPF). Shares on which dividend remains unclaimed for 7 consecutive years will be
transferred to the IEPF as per Section 124 of the Act, and the applicable Rules.

8. Members may also note that the Notice of 46th Annual Report of the Company will be
available on the Company’s website www.arthudyog.co.in

9. Book Closure:

The Register of Members and Share Transfer Register of the Company will remain
closed from Friday, September 22, 2017 to Tuesday, September 26, 2017 (both days
inclusive).

10. The Securities and Exchange Board of India (SEBI) vide its Circular Nos. MRD/DoP/ Cir-
05/2009 and MRD/DoP/SE/RTA/Cir-03/2010 dated May 20, 2009 and January 07, 2010
respectively has made Income Tax Permanent Account Number (PAN) mandatory for all
securities market transactions in physical form i.e. for transfer/ transmission/
transposition etc. It shall be mandatory for the transferee(s) to furnish copy of PAN
card to the Company/ RTAs for registration of such transfer of shares.

11. Members, who hold the shares of the Company in physical form, are advised to
contact their Depository Participant (DP) for dematerialization of their holding, to avail
the various advantages offered by the Depository System. The Company’s ISIN No. is
INE269T01013.

12. As per the provisions of Rule 19 of the Companies (Share Capital and Debentures)
Rules, 2014 Members still holding shares in physical form can avail of the Nomination
Facility by sending duly filled Form SH-13 (in duplicate) to the Company. In case of
Shares held in Electronic Form, the nomination has to be lodged with your Depository
Participant (DP) directly.

13. In pursuance of the provisions of the Companies Act, 2013 and the Rules made
thereunder, the Company proposes to send documents like notice of general meeting,
annual report, etc. to the shareholders through electronic mode. In case you have not
registered your e-mail address so far, we request you to register your email ID (or
change therein, if any) with your Depository Participant (where the shares are held in
dematerialized form) or the Company (where the shares are held in physical form).

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14. Members holding Shares in physical form and Electronic Form are requested to advise
any change in their address immediately to the Company/ RTA and Depository
Participant respectively.

15. The route map showing directions to reach the venue of the Annual General Meeting
is annexed herewith.

16. Notice of Annual General Meeting will be sent to those shareholders, whose name
will appear in the register of the members/ beneficiary owners as at closing hours of
business on August 18, 2017. The Notice of the AGM along with the Annual Report
2016-17 is being sent by electronic mode to those Members whose e-mail addresses
are registered with the Company / Depositories, unless any Member has requested for
a physical copy of the same. For Members who have not registered their e-mail
addresses, physical copies are being sent by the permitted mode.

17. The information of the Director[s] seeking re-appointment at the ensuing Annual
General Meeting is provided at Annexure-A to this Notice as prescribed under
Regulation 36(3) of the SEBI [Listing Obligations and Disclosure Requirements]
Regulations, 2015.

18. Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of
the Companies (Management and Administration) Rules, 2014 as amended, Standard-
2 of the Secretarial Standards on General Meeting and Regulation 44 of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the Company is pleased
to provide its Members the facility to exercise their right to vote on resolutions
proposed to be considered at the 46th Annual General Meeting (AGM) by electronic
means and the business may be transacted through e-Voting Services provided by
Central Depository Services (India) Limited (CDSL) from a place other than the venue
of the Meeting (remote ‘e-voting’):

II. The facility for voting through polling paper shall also be available at the venue of the
Meeting and the Members attending the meeting who have not already cast their
vote by remote e-voting shall be able to exercise their right at the meeting. Members
who have cast their vote by remote e-voting prior to the meeting may also attend the
meeting but shall not be entitled to cast their vote again.

III. The instructions for shareholders voting electronically are as under:

(i) The remote e-voting period commences on Friday, 22nd September 2017 (9.00 a.m.
IST) and ends on Monday, 25th September, 2017 (5.00 p.m. IST). During this period,
Shareholders of the Company, holding shares either in physical form or in
dematerialized form as on the Cut-off date i.e. Tuesday, 19th September, 2017 may cast
their vote electronically. The e-voting module shall be disabled by CDSL for voting
thereafter.

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Login to E-Voting Website

(i) The shareholders should log on to the e-voting website www.evotingindia.com.

(ii) Click on Shareholders.

(iii) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,


b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number
registered with the Company.

(iv) Next enter the Image Verification as displayed and Click on Login.

(v) If you are holding shares in demat form and had logged on to
www.evotingindia.com and voted on an earlier voting of any company, then your
existing password is to be used.

(vi) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as physical
shareholders)

 Members who have not updated their PAN with the


Company/Depository Participant are requested to use the first
two letters of their name and the 8 digits of the sequence
number in the PAN field.
 In case the sequence number is less than 8 digits enter the
applicable number of 0’s before the number after the first two
characters of the name in CAPITAL letters. Eg. If your name is
Ramesh Kumar with sequence number 1 then enter RA00000001
in the PAN field.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
Bank as recorded in your demat account or in the company records in order
Details to login.
OR Date  If both the details are not recorded with the depository or
of Birth company please enter the member id / folio number in the
(DOB) Dividend Bank details field as mentioned in instruction (iii).

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(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then directly reach the Company
selection screen. However, members holding shares in demat form will now reach
‘Password Creation’ menu wherein they are required to mandatorily enter their
login password in the new password field. Kindly note that this password is to be
also used by the demat holders for voting for resolutions of any other company on
which they are eligible to vote, provided that company opts for e-voting through
CDSL platform. It is strongly recommended not to share your password with any
other person and take utmost care to keep your password confidential.

(ix) For Members holding shares in physical form, the details can be used only for e-
voting on the resolutions contained in this Notice.

(x) Click on the EVSN for the “Arth Udyog Limited” on which you choose to vote.

(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same
the option “YES/NO” for voting. Select the option YES or NO as desired. The option
YES implies that you assent to the Resolution and option NO implies that you dissent
to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution
details.

(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”,
else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify
your vote.

(xv) You can also take a print of the votes cast by clicking on “Click here to print” option
on the Voting page.

(xvi) If a demat account holder has forgotten the login password then Enter the User ID
and the image verification code and click on Forgot Password & enter the details as
prompted by the system.

(xvii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available
for android based mobiles. The m-Voting app can be downloaded from Google
Play Store. Apple and Windows phone users can download the app from the App
Store and the Windows Phone Store respectively. Please follow the instructions as
prompted by the mobile app while voting on your mobile.

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(xviii) Note for Non – Individual Shareholders and Custodians

 Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and
Custodian are required to log on to www.evotingindia.com and register themselves
as Corporates.
 A scanned copy of the Registration Form bearing the stamp and sign of the entity
should be emailed to helpdesk.evoting@cdslindia.com.
 After receiving the login details a Compliance User should be created using the
admin login and password. The Compliance User would be able to link the
account(s) for which they wish to vote on.
 The list of accounts linked in the login should be emailed to
helpdesk.evoting@cdslindia.com and on approval of the accounts they would be
able to cast their vote.
 A scanned copy of the Board Resolution and Power of Attorney (POA) which they
have issued in favour of the Custodian, if any, should be uploaded in PDF format in
the system for the scrutinizer to verify the same.
(IV) In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com,
under help section or write an email to helpdesk.evoting@cdslindia.com. or contact the
undersigned-
Name: Mr. Rakesh Dalvi
Designation: Deputy Manager
Address: 16th Floor, Phiroze Jeejeebhoy Towers,
Dalal Street, Fort, Mumbai – 400 001
Email id: helpdesk.evoting@cdslindia.com
Phone number: 18002005533

(V) Any person, who acquires shares of the Company and become Member of the Company
after dispatch of the Notice and holding shares as on the cut-off date i.e. September 19,
2017 may follow the same instructions as mentioned above for e-Voting.

(VI) Once the vote on a resolution is cast and confirmed by the Member, he shall not be
allowed to change it subsequently.

(VII) M/s. PKB and Associates, Company Secretaries, has been appointed as the Scrutiniser of
the Company to conduct the e-voting process in a fair and transparent manner.

(VIII) The Scrutinizer shall, immediately after the conclusion of voting at the General Meeting,
first count the votes cast at the meeting, thereafter unblock the votes cast through
remote e-voting in the presence of atleast two witnesses not in the employment of the
Company and make, within the time specified under law, a Consolidated Scrutinizer’s

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Report of the total votes cast in favour or against, if any, and submit the report to the
Chairman or a person authorised by him in writing who shall countersign the same.

(IX) The results declared alongwith the Scrutinizer’s Report shall be placed on the
Company’s website www.arthudyog.co.in, Notice Board of the Company at its
Registered Office and on the website of CDSL www.evotingindia.com after the result is
declared by the Chairman on receipt of the consolidated Scrutinizer’s Report from the
Scrutinizer. The results shall simultaneously be communicated to the Stock Exchange.

(X) Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be
passed on the date of the meeting i.e., September, 26, 2017.

By Order of the Board of Directors


For ARTH UDYOG LIMITED

Ruchi Bhatia
Place: New Delhi Company Secretary
Date: August 8, 2017 ACS 36593
Address: 16A, Lajpat Nagar-IV,
Delhi-110 024

8
Annexure-A

Details of Directors seeking re-appointment at the forthcoming Annual General Meeting


(Pursuant to Regulation 36(3) of SEBI [Listing Obligations and Disclosure Requirements]
Regulations, 2015)

Name of Directors recommended Mr. Nityanand Singh


for appointment
Date of Birth January 13, 1961
Qualification Fellow Member of the Institute of Company
Secretaries of India and a Member of Institute
of Financial Consultants, London and All India
Management Institute.
Experience 21 years and above in various Secretarial Legal
& Corporate fields.
Date of Appointment 11.10.2013
Shareholding in the Company, if any None
Relationship with other None
Directors/Manager/KMP’s
List of Companies in which Bharat Nidhi Limited
Directorships held Excel Publishing House Limited
Pearl Print Well Limited
NNS Corporate Solutions Private Limited
Sanmati Properties Limited
Sahu Jain Services Limited
Fourth Estate Limited
Mahavir Finance Limited
Membership/Chairmanships of Member of Stakeholder’s Relationship
Committees of Board of other Committee of M/s. Bharat Nidhi Limited.
Companies

By Order of the Board of Directors


For ARTH UDYOG LIMITED

Ruchi Bhatia
Place: New Delhi Company Secretary
Date: August 8, 2017 ACS 36593
Address: 16A, Lajpat Nagar-IV,
Delhi-110 024

9
ARTH UDYOG LIMITED
(CIN : L18101DL1971PLC028813)
Regd. Office: 16 A, Lajpat Nagar - IV, New Delhi - 110 024
Email: arthudyog2@gmail.com, Phone No.: 011-43541401
Website: www.arthudyog.co.in

DIRECTORS’ REPORT

TO THE MEMBERS

Your Directors take pleasure in presenting this 46th (Forty Sixth) Annual Report together
with Standalone and Consolidated Audited Financial Statements of the Company for the
Financial Year ended March 31, 2017.

1. FINANCIAL RESULTS

The Financial Results of the Company during the year ended on March 31, 2017 are as
under:-
(Amount in Rs.)
Particulars Standalone for the Financial Year ended

March 31, 2017 March 31, 2016


Total Income 3,92,12,896 4,31,29,141
Total Expenditure 45,71,280 25,21,418
Profit /(Loss) Before Tax 3,46,41,616 4,06,07,723

Less: Provision for Taxation


Current Tax 35,43,142 47,26,219
Deferred Tax 12,87,446 60,012
Income Tax for earlier years 18,520 -

Profit after tax for the year 2,97,92,508 3,58,21,492


Add: Balance brought forward from 17,97,37,354 15,10,80,162
previous Year

Balance available for Appropriation 20,95,29,862 18,69,01,654

Less: Appropriations:
Interim Dividend 2,45,00,000 -
Tax on Interim Dividend 49,87,623 -
Amount transferred to Special 59,58,600 71,64,300
Reserve u/s 45-IC of Reserve Bank of
India Act, 1934
Balance Surplus Carried forward to 17,40,83,639 17,97,37,354
Balance Sheet

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2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

A. On Standalone Basis

 Total Income for the year decreased by 9.08% to Rs. 3,92,12,896 /- as compared to
Rs. 4,31,29,141 /- in F.Y. 2015-16;
 Profit before tax for the year decreased by 14.69% to Rs. 3,46,41,616/- as compared
to Profit of Rs. 4,06,07,723/- in F.Y. 2015-16;
 Profit after tax for the year decreased by 16.83% to Rs. 2,97,92,508/- as compared
to Profit of Rs. 3,58,21,492/- in F.Y. 2015-16.

B. On Consolidated Basis (with Associates)

 Total Income for the financial year 2016-17 is Rs. 3,92,12,896/- as compared to
Rs. 4,31,29,141/- in the financial year 2015-16;
 Total Expenses for the financial year 2016-17 is 45,71,280/- as compared to
Rs. 25,21,418/- in the financial year 2015-16;
 Profit before tax for the financial year 2016-17 is Rs. 3,46,41,616/- as compared to
Rs. 4,06,07,723/- in the financial year 2015-16;
 Share in Profit/(Loss) of Associates (net) for the financial year 2016-17 is Rs.
4,21,509/-as compared to Rs. 2,08,147/- in the financial year 2015-16;
 Profit after tax (including share in Profit/(Loss) of Associates) for the financial year
2016-17 is Rs. 3,02,14,017/- as compared to Rs. 3,60,29,639/- in the financial year
2015-16.

The Company does not have any significant business activity as of now alongside its non-
business key activity being deployment of surplus funds.

3. DIVIDEND

The Board of Directors during the year under review, declared and paid an Interim
Dividend of Rs. 50/- on each fully paid up share of Rs. 10/- each. The total outgo on
account of Dividend for the current year amounts to Rs. 294.88 Lakhs including Dividend
Distribution Tax of Rs. 49.88 Lakhs.

4. RESERVES

During the year under review, your Company, as an NBFC, has transferred an aggregate
amount of Rs. 59,58,600/- to Special Reserve under section 45-IC of RBI Act, 1934.

5. SHARE CAPITAL

The Paid up Equity Share Capital as on March 31, 2017 was Rs. 49,00,000/- . During the
year under review, the Company has not issued any further Share Capital. The entire
Equity Shares of the Company have been listed on the Calcutta Stock Exchange Limited.

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6. VOLUNTARY DELISTING

During the previous year ended 31st March, 2017, one of the Promoters of the
Company approached the Company for the voluntarily delisting of its equity shares from
The Calcutta Stock Exchange Ltd. (CSE), where the shares of the Company are listed.
Consequently, the Board of Directors of the Company considered and recommended
the proposal for voluntarily delisting to the shareholders. The said proposal was
subsequently approved by the shareholders of the Company on October 3, 2016
through a special resolution passed by way of postal ballot. Thereafter, the Company
made an application to CSE for obtaining in-principle approval for delisting. CSE, has
vide its letter dated April 21, 2017 rejected the Company’s application for in-principle
approval for delisting.

7. DEPOSITS

The Company has not accepted any public deposits during the Financial Year ended
March 31, 2017 and your Board of Directors of the Company have also passed the
necessary Resolution for non-acceptance of any public deposits during the Financial
Year 2017-18.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF


THE COMPANIES ACT, 2013.
During the Financial Year 2016-17, there were no Loans or Guarantees given by the
Company under section 186 of the Companies Act, 2013. The details of Investments
held by the Company as on March 31, 2017 in Mutual Fund units and Equity Shares etc.
including investments covered under Section 186 of the Companies Act, 2013 are given
in Note No. 09 (Non- Current Investments) and Note No. 12 (Current Investments) in
the Notes to the Financial Statements.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) Change in Directors

During the year under review, Mr. Sunil Kumar Garg and Mr. Balraj Arora ceased to
be Directors of the Company w.e.f. April 29, 2016 and May 18, 2016 respectively.
Mr. Rajesh Kunnath and Ms. Revati Jain also ceased to be the Directors of the
Company w.e.f. June 2, 2016.

The Board places on record its deep gratitude for the services rendered by them
during their tenure as Members of the Board of the Company.

Pursuant to Section 152(6) of the Companies Act, 2013 (the Act), Mr. Nityanand
Singh, shall retire by rotation at the ensuing 46th Annual General Meeting (AGM)
and, being eligible, offer himself for reappointment.

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During the year under review, Mr. Anupam Kumar Garg and Ms. Shweta Saxena
were appointed as Independent Directors of the Company effective May 27, 2016.

The Board of Directors of the Company recommends the re-appointment of


Mr. Nityanand Singh as Director of the Company.

(b) Change in Key Managerial Personnel

During the year under the review, there was no change in the Key Managerial
Personnel of the Company.

(c) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees and Individual Directors pursuant to the provisions of the Act.

The Nomination and Remuneration Committee (“NRC”) reviewed the performance


of the Individual Directors and the Board as a whole on the basis of the criteria
specified in Board Evaluation Mechanism as approved by Board in its meeting held
on February 12, 2015 (Mechanism). The Board based on the recommendations of
NRC and criteria specified in the Mechanism evaluated performance of individual
Directors on the Board. The Board also evaluated the performance of various
committees and Board as a whole taking into account inputs received from
individual Directors/ committee members and criteria specified in the Mechanism.

The Independent Directors in their separate meeting which was later noted by
Board of Directors, evaluated the performance of Non-Independent Directors and
performance of the Board as a whole.

(d) Declaration by Independent Director

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed
under the Companies Act, 2013.

(e) Number of Meetings of the Board of Directors

(i) During the year under review, 11 (Eleven) Meetings of Board of Directors i.e.
April 29, 2016, May 27, 2016, July 11, 2016, July 27, 2016, August 5, 2016
August 11, 2016, August 24, 2016, October 20, 2016, November 9, 2016,
February 8 2017 and February 21, 2017 were duly convened and held. The gap
between two Meetings was not more than 120 days as prescribed under Section
173 of the Act.

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As per the provisions of Section 149 of the Companies Act, 2013 (the Act) read
with Schedule IV (Code for Independent Directors), the Independent Directors
of the Company are required to hold atleast one meeting in year, without the
attendance of the same by Non-Independent Directors and members of the
management. During the year, one Meeting of Independent Directors was held
on February 3, 2017 under the Chairmanship of Mr. Anupam Kumar Garg,
Independent Director.

(ii) During the year 5 (Five) Meetings of the Audit Committee were held i.e, on May
27, 2016, August 11, 2016, November 9, 2016, February 8, 2017 and February
21, 2017 and 3 (Three) Meeting of Nomination & Remuneration Committee
were held i.e, on May 27, 2016, August 24, 2016 and February 8, 2017.

(iii) Number of Board Meeting and Committee Meetings attended during the
Financial Year
Name of Director No. of Board No. of Audit No. of Nomination &
Meetings Committee Remuneration
attended during Meetings Committee Meetings
the Financial attended attended during the
Year 2016-17 during the Financial Year 2016-
(Out of Total-11) Financial Year 17(Out of Total-3)
2016-17(Out
of Total-5)
Mr. Rajesh Kunnath* 2 1 1
Mr. Balraj Arora# 0 N.A. N.A.
Ms. Revati Jain* 1 0 0
Mr. Anupam Kumar 10 4 2
Garg$
Mr. Nityanand Singh 11 4 3
Ms. Shweta Saxena$ 10 4 2
#
Mr. Balraj Arora ceased to be the Director of the Company w.e.f. May 18, 2016.
*Mr. Rajesh Kunnath and Ms. Revati Jain ceased to be the Directors of the Company
w.e.f June 2, 2016.
$
Mr. Anupam Kumar Garg and Ms. Shweta Saxena were appointed w.e.f. May 27,
2016.

14
10. COMMITTEES OF THE BOARD

A) Audit Committee: The Board reconstituted Audit Committee at its Meeting held
on May 27, 2016.The Composition of the Committee is as per the following
particulars:

S. No. Name of the Category


Member(s)
1 Mr. Anupam Kumar Non-Executive Independent Director
Garg
2 Ms. Shweta Saxena Non-Executive Independent Director
3 Mr. Nityanand Singh Non-Executive Director

B) Nomination & Remuneration Committee : The Board reconstituted Nomination &


Remuneration Committee at its Meeting held on May 27, 2016.The Composition of
the Committee is as per the following particulars:

S. No. Name of the Category


Member(s)
1 Mr. Anupam Kumar Non-Executive Independent Director
Garg
2 Ms. Shweta Saxena Non-Executive Independent Director
3 Mr. Nityanand Singh Non-Executive Director

The Nomination & Remuneration Policy for appointment and fixing of remuneration of
the Directors, Key Managerial Personnel and other employees is attached herewith as
‘Annexure I’.

11. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, following Companies ceased to be the Associate
Companies of the Company.

1. Nandavrat Properties & Developers Ltd.


2. Bennett Advisory Services Ltd.

As on March 31, 2017, the Company has only one Company as its Associate Company
i.e. M/s. Mahavir Finance Limited.

15
The Company is consolidating its Financial Results with the Associate Company for the
Financial Year ended March 31, 2017.

A report on the highlights of performance and financial position of each of the


Associates Companies and their contribution to the overall performance of the
Company during the period under report as per the Companies Act, 2013 as provided in
Form AOC-1 (PART- B) annexed to the Financial Statements.
(in Rs.)
Particulars Holding Associate % of contribution
(Consolidated to
figures) the overall
performance
Total Income 3,92,12,896 Nil -
Net Profit before 3,46,41,616 Nil -
Taxation (PBT)
Profit/(Loss) after 3,02,14,017 4,21,509 1.40%
Tax (PAT) for the
year

12. AUDITORS & AUDITORS REPORT

(a) Statutory Auditors

M/s. Chaturvedi & Co., Chartered Accountants, the Statutory Auditors of the Company
holds office until the conclusion of 46th AGM of the Company.

Pursuant to Section 139 of the Act and the rules made thereunder, it is mandatory to
rotate the Statutory Auditors on completion of the maximum term permitted under the
said section and the Rules made thereunder. M/s. Chaturvedi & Co., is serving the
Company as Statutory Auditors for more than 25 years. Accordingly, M/s. Chaturvedi &
Co., shall not be eligible for re-appointment as Statutory Auditors.

The Audit Committee and the Board of Directors of the Company have recommended
the appointment of M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, New
Delhi, (FRN 000038N) as the Statutory Auditors of the Company for a period of five
consecutive years from the conclusion of ensuing AGM, subject to ratification by
members at every subsequent AGM.

The Company has received a Certificate from M/s. Thakur, Vaidyanath Aiyar & Co.,
Chartered Accountants to the effect that their appointment, if made, would be as per
the requirements specified under Section 141 of the Act and the Rules framed
thereunder for appointment as Auditors of the Company. As required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Thakur,

16
Vaidyanath Aiyar & Co., Chartered Accountants have also confirmed that they hold a
valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.

The Notes on Accounts read with the Auditors’ Reports are self-explanatory and
therefore, do not call for any further comments or explanations. The Auditor’s Report
does not contain any qualification, reservation or adverse remark.

Further, the existing Auditors of the Company have not reported any instances of fraud
in the Company during financial year under review.

(b) Secretarial Audit

In pursuance to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed M/s. PKB & Associates, Company Secretaries, Jaipur to undertake the
Secretarial Audit of the Company for Financial Year 2016-17. The Secretarial Audit
Report is annexed herewith as “Annexure-II”. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE


EARNINGS AND OUTGO

As the Company does not have any manufacturing activity, it has no information to be
furnished as regards to the Conservation of Energy or Technology Absorption. Further,
the Company has not carried on during the period under review, any activity relating to
Exports and has not used or earned any foreign exchange.

14. BUSINESS RISK MANAGEMENT

Your Company has a process in place to identify and assess business risks and
opportunities in the form of a Risk and Management Policy. The Board of Directors
annually reviews the Risk and Management Policy of the Company. The Policy was last
reviewed by the Board of Directors at its Meeting held on November 9, 2016. The main
objective of this Policy is to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating and resolving risks associated
with the business.

15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard its assets and
protect from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the Management. The Company is

17
following all the applicable Accounting Standards for properly maintaining the books of
accounts and reporting Financial Statements.

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Act, with regard to Corporate Social Responsibility
(CSR) are at present not applicable on the Company.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Pursuance to provision of Section 177 of the Act and rules framed thereunder, the
Company has established Vigil Mechanism for directors and employees to report their
genuine concerns. The Vigil Mechanism/Whistle Blower Policy is available at the
website of the Company www.arthudyog.co.in and can be accessed at http://secure-
file-
server.invidev.com/uploads/file_products/file_downloaded/495_cabeb08245300858f8
39_Vigil%20Mechanism.pdf

18. PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

During the year under review, the Company has not entered into any contract or
arrangement with the Related Parties as per Section 188 of the Companies Act, 2013.
Particulars of Related Party Transactions entered into in pursuance to Accounting
Standard- 18 as notified in the Companies (Accounting Standards) Rules, 2006 read with
Rule 7 of the Companies (Account) Rules, 2014 are given under Note 24 to the Financial
Statements.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS


There are no orders passed by the Regulators / Courts/Tribunals, which would impact
the going concern status of the Company and its future operations.

20. PARTICULARS OF EMPLOYEES


Details pertaining to remuneration as required under Section 197(12) of the Act and the
Rules made thereunder are annexed at Annexure III, forming integral part of this
Report.
During the year under review, no case was reported with the Company under The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

21. MATERIAL CHANGES AND COMMITMENTS ,IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the
Company.

18
22. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms
of Section 134(3)(c) of the Act, that:
(a) in the preparation of the Annual Accounts for the Financial Year ended 31st March,
2017, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of the Financial
Year 2016-17 and of the profit and loss of the Company for that period;

(c) the Directors has taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;

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

23. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed
herewith as Annexure- IV.

24. MANAGEMENT’S DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis Report (MDA) for the year under review as per
Regulation 34 and Schedule V of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 is attached as Annexure V.

19
25. ACKNOWLEDGEMENT

Your Board of Directors takes this opportunity to convey their gratitude and sincere
thanks for the co-operation & assistance received from the shareholders and various
other stakeholders.

The Board acknowledges your confidence and continued support and looks forward for
the same in future as well.

For and on behalf of the Board of Directors


ARTH UDYOG LIMITED

Anupam Kumar Garg


Nityanand Singh
(Director)
(Director)
DIN :- 06726278
DIN: 00288319
Address: - 16A, Lajpat Nagar-IV,
Address: - 16A, Lajpat Nagar-IV,
New Delhi – 110 024
New Delhi – 110 024

Place: New Delhi


Date: August 8, 2017

20
ANNEXURE - I

21
22
23
24
25
26
27
28
29
ANNEXURE-II

30
31
32
33
Annexure –III

A. Details pertaining to remuneration as required under Section 197(12) of the


Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended vide Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

(i) The Percentage increase in remuneration of each Director, Chief Financial Officer,
Company Secretary and Manager during the Financial Year 2016-17, ratio of the
remuneration of each Director to the median remuneration of the employees of the
Company for the F.Y. 2016-17:

S. No. Name of Director/ Remuneration of % Increase in Ratio of remuneration


KMP and Designation Director/KMP remuneration of each Director to the
during financial in the financial median remuneration
year 2016-17 (in year 2016-17 of employees
Rs.)
1 Mr. Sumit Vasudev, 7,49,516 9.62% N.A. #
CFO
2 Ms. Ruchi Bhatia, 3,30,729 N.A. * N.A. #
Company Secretary
3 Mr. Dadhich Kumar, 5,13,720 9.24% N.A. #
Manager

* Not available as Ms. Ruchi Bhatia was appointed as Company Secretary w.e.f. 28 th March,
2016, hence full year data for the F.Y. 2015-16 is not available to measure the increase in
F.Y. 2016-17.

# The Directors' of the Company are only entitled to sitting fees for attending Board /
Committee Meetings and the same does not form part of the remuneration specified under
Section 197(1) of the Companies Act, 2013, hence the same is not applicable.

(ii) The median remuneration of employees of the Company during the current financial
year was Rs. 5,13,720/.-

(iii) In the current financial year, there was an increase of 9.24% in the median
remuneration of employees.

(iv) There were 03 permanent employees on the rolls of the Company as on March 31,
2017.

(iv) During the F.Y. 2016-17, in the Company there was no employee in the Company other
than the managerial personnel, hence the clause for comparison of increase in the
remuneration of managerial personnel against the increase in remuneration of employee
other than managerial personnel does not applicable here.

34
(vi) The remuneration paid by the Company during the Financial Year 2016-17 was as per
the remuneration policy of the Company.

B. Details pertaining to remuneration as required under Section 197(12) of the


Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended vide Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

S. No. Employee Designation Date of Educati Experi Remunerati % of equity Previous


Name & commence onal ence on received shares held employm
& Age Nature of ment of Qualific (No. of in Financial by the ent
Employment employmen ation years) ended employee
t March 31,
2017 (in
Rs.)
1. Mr. Sumit CFO, 10.03.2015 CA 6 7,49,516 Nil Bharat
Vasudev, 30 Permanent Nidhi Ltd.
Yrs.
2. Ms. Ruchi Company 28.03.2016 CS 3 3,30,729 Nil Combine
Bhatia, 26 Secretary, Holding
Yrs. Permanent Ltd.
3. Mr. Manager, 01.04.2015 M.Com 21 5,13,720 0.01% Bharat
Dadhich Permanent Nidhi Ltd.
Kumar, 40
Yrs.

No employee is a relative of Director or Manager of the Company.

For and on behalf of the Board of Directors


ARTH UDYOG LIMITED

Anupam Kumar Garg


Nityanand Singh
(Director)
(Director)
DIN :- 06726278
DIN: 00288319
Address: - 16A, Lajpat Nagar-IV,
Address: - 16A, Lajpat Nagar-IV,
New Delhi – 110 024
New Delhi – 110 024

Place: New Delhi


Date: August 8, 2017

35
Annexure – IV

FORM NO. MGT – 9

EXTRACT OF ANNUAL RETURN


as on the financial year ended 31/03/2017
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L18101DL1971PLC028813
Registration Date 06/11/1971
Name of the Company ARTH UDYOG LIMITED
Category/ Sub-Category of the Company Limited by Shares (NBFC)
Company
Address of the Registered Office 16A, Lajpat Nagar - IV, New Delhi-110024 ;
and contact details Telephone No. 011-43541401
Whether Listed Company (Yes/No) Yes
Name, Address and Contact M/s. Skyline Financial Services Private Limited,
details of Registrar and Transfer D-153A, Okhla Industrial Area, Phase-I,
Agent, if any New Delhi – 110020, Telephone No. : 011 26812682
Fax :+91-11-26812683
Email :parveen@skylinerta.com,
admin@skylinerta.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company
shall be stated:-

Sl. No. Name and Description of main NIC Code of the % to total turnover of the
products / services Product/ service company

No business activities, only investment of surplus fund.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S.No Name and Address of CIN/GLN Holding/ % of Applicable


the Company Subsidiary Shares Section
/Associate held
1. MAHAVIR FINANCE U74920DL1954PLC146170 Associate 20% 2(6) and 2(27)
LIMITED of the
Address:- 10, Companies
Daryaganj, New Delhi- Act, 2013
110002

36
IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total
Equity)

i) Category-wise Share Holding

Category of No. of Shares held at the beginning No. of Shares held at the end of the year %
Shareholders of the year [As on 01-April-2016] [As on 31-March-2017] Chang
Dema Physical Total % of Dem Physical Total % of Total e
t Total at Shares during
Shares the
year
A. Promoters
(1) Indian
a) Individual/ HUF 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
b) Central Govt 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
c) State Govt(s) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d) Bodies Corp. 0.00 3,23,500 3,23,500 66.02 0.00 3,23,500 3,23,500 66.02 0.00
e) Banks / FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
f) Any other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sub Total (A)(1) :- 0.00 3,23,500 3,23,500 66.02 0.00 3,23,500 3,23,500 66.02 0.00
(2) Foreign 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
a)NRIs- Individuals 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
b) Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Individuals
c) Bodies Corp. 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d) Banks/FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
e) Any Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sub Total (A)(2) :- 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Total 0.00 3,23,500 3,23,500 66.02 0.00 3,23,500 3,23,500 66.02 0.00
shareholding of
Promoter
(A)=(A)(1)+(A)(2)
B. Public
Shareholding
1. Institutions
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
a) Mutual Funds

37
b) Banks / FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
c) Central Govt 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d) State Govt(s) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
e) Venture Capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Funds
f) Insurance 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Companies
g) FIIs 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
h) Foreign 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Venture Capital
Funds
i) Others (specify) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sub-total (B)(1):- 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2. Non-
Institutions
a) Bodies Corp.
i) Indian 100 0.00 100 0.02 130 0.00 130 0.03 0.01
ii) Overseas 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
b) Individuals
i) Individual 0.00 1400 1400 0.29 1038 300 1338 0.27 (0.02)
shareholders
holding nominal
share capital upto
Rs. 1 lakh
ii) Individual 0.00 1,65,000 1,65,000 33.67 1,65, 0.00 1,65,000 33.67 0.00
shareholders 000
holding nominal
share capital in
excess of Rs 1 lakh
c) Others (specify) 0.00 0.00 0.00 0.00 32 0.00 32 0.00 0.01
(HUF)
100 1,66,400 1,66,500 33.98 1662 300 1,66,500 33.98 0.00
Sub-total (B)(2):- 00
Total Public 100 1,66,400 1,66,500 33.98 1662 300 1,66,500 33.98 0.00
Shareholding 00
(B)=(B)(1)+(B)(2)
C. Shares held by 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Custodian for
GDRs & ADRs
Grand Total 100 4,89,900 4,90,000 100 1662 323800 4,90,000 100 0.00
(A+B+C) 00

38
(ii) Shareholding of Promoters

Sl Shareholder’s Shareholding at the beginning of Shareholding at the end of the year [As on 31-
No. Name the year [As on 01-April-2016] March-2017]

No. of % of total %of Shares No. of % of total %of Shares % change in


Shares Shares of Pledged / Shares Shares of Pledged / shareholding
the encumbered the encumbered to during the
company to total company total shares year
shares
1 Bharat Nidhi
Limited 90,000 18.37 NIL 90,000 18.37 NIL NIL
2 Matrix
Mechandise NIL NIL NIL
Limited 71,200 14.53 71,200 14.53
3 Sanmati
Properties NIL NIL NIL
Limited 48,000 9.80 48,000 9.80
4 Ashoka
Marketing
Limited 46,000 9.39 NIL 46,000 9.39 NIL NIL
5 TM Investments
Limited 35,550 7.26 NIL 35,550 7.26 NIL NIL
6 Mahavir Finance
Limited 32,750 6.68 NIL 32,750 6.68 NIL NIL

(iii) Change in Promoters’ Shareholding – No Change

Sl. No. Shareholding at the beginning of the Cumulative Shareholding during


year [As on 01-April-2016] the year [As on 31-March-2017]
No. of shares % of total shares of No. of % of total shares of
the company shares the company
At the beginning of the --- --- --- ---
year
Date wise Increase / --- --- --- ---
Decrease
Date wisein Promoters
Increase /
Shareholding during
Decrease in Promoters
the year specifying
Share holding during the
reasons
the yearfor increasethe
specifying /
decrease
reasons for(e.g.
increase
/allotment / transfer
decrease (e.g. /
allotment
/bonus/ sweat equity
etc):
transfer / bonus/
At the End of thesweat
year --- --- --- ---

39
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters
and Holders of GDRs and ADRs):

Sl. No. Shareholding at the Cumulative Shareholding during


beginning of the year the year
[As on 01-April-2016] [As on 31-March-2017]
For Each of the Top 10 No. of % of total No. of shares % of total shares
Shareholders shares shares of the of the company
company
At the beginning of the
year

1. Mr. Vineet Jain 165,000 33.67 165,000 33.67


2. Mr. Harekrishna Mishra 150 0.03 150 0.03
3. M/s. Mittal Portfolios 100 0.02 100 0.02
Pvt. Ltd.
4. Mr. V.G. Jindal 100 0.02 100 0.02
5. 100 0.02 100 0.02
Ms. Monisha Saraf
6. 100 0.02 100 0.02
Mr. Ashok Talwar
7. 0.02 0.02
Mr. Vivek Gupta 100 100
8. Mr. Neeraj Gupta 100 0.02 100 0.02
9. Mrs. Poonam Jain 100 0.02 100 0.02
10. Mr. Sanjeev Gupta 100 0.02 85 0.02
Date wise Increase / Mr. Sanjeev Gupta transferred 15 shares on August 5, 2016.
Decrease in Share
holding during the year
specifying the reasons for
increase /
decrease (e.g. allotment /
transfer / bonus / sweat
equity
At the End of the year
(or on the date of
Separation, if separated
during the year)
1. Mr. Vineet Jain 165,000 33.67 165,000 33.67
2. 150 0.03 150 0.03
Mr. Harekrishna Mishra
3. M/s. Mittal Portfolios 100 0.02 100 0.02
Pvt. Ltd.
4. Mr. V.G. Jindal 100 0.02 100 0.02
5. 100 0.02 100 0.02
Ms. Monisha Saraf
6. 100 0.02 100 0.02
Mr. Ashok Talwar
7. Mr. Vivek Gupta 100 0.02 100 0.02

40
8. 100 0.02 100 0.02
Mr. Neeraj Gupta
9. 0.02 0.02
Mrs. Poonam Jain 100 100
10. Mr. Sanjeev Gupta 85 0.02 85 0.02

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. Shareholding at the Cumulative Shareholding


No. beginning of the year during the year [As on 31-March-
[As on 01-April-2016] 2017]
For Each of the No. of shares % of total No. of shares % of total shares of
Directors and KMP shares of the the company
company
At the beginning of
the year
1. Mr. Rajesh 50 0.01 50 0.01
Kunnath*
2. Mr. Dadhich Kumar 50 0.01 50 0.01

Date wise Increase /


Decrease in Share
holding during the
year specifying the
reasons for increase
/ decrease
(e.g. allotment /
transfer / bonus/
sweat
equity etc):

At the End of the


year
1. Mr. Dadhich Kumar 50 0.01 50 0.01

* Mr. Rajesh Kunnath ceased to be the Director of the Company w.e.f. June 2, 2016.

V. INDEBTEDNESS-

Indebtedness of the Company including interest outstanding/accrued but not due for
payment.- NIL

41
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
Indebtedness at the beginning of deposits
the financial year

i)Principal Amount --- --- --- ---

ii)Interest due but not paid --- --- --- ---


iii)Interest accrued but not due
--- --- --- ---
Total (i+ii+iii) --- --- --- ---

Change in Indebtedness during


the financial year
- Addition --- --- --- ---
-Reduction
--- --- --- ---
Net Change --- --- --- ---
Indebtedness at the
--- --- --- ---
end of the financial year
i) Principal Amount --- --- --- ---
ii) Interest due but not paid --- --- --- ---
iii) Interest accrued but not due --- --- --- ---
Total (i+ii+iii) --- --- --- ---

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:


Sl. Particulars of Remuneration Name of Manager – Total
no. Mr.Dadhich Amount (in
Kumar Rs.)
1. Gross salary Kumar
(a)Salary as per provisions 4,98,720 4,98,720
contained insection17(1) of the
Income-tax Act, 1961
(b)Value of perquisites u/s - -
17(2)Income-tax Act, 1961
(c)Profits in lieu of salary - -
undersection17(3) Income-Tax
Act, 1961

2. Stock Option - -
3. Sweat Equity - -
4. Commission - -
- as% of profit
- others, specify…
42
5. Others, please specify – Medical 15,000 15,000
Reimbursement
Total(A) 5,13,720 5,13,720
Ceiling as per the Act 17,32,081 (remuneration
within limits)

B. Remuneration to other directors:


Sl. Particulars of Name of Directors Total Amount (in Rs.)
no.
Remuneration Nityanand Singh
(Non-Executive Director)
1.Independent Directors - -
·Fee for attending
board/ committee
meetings
·Commission - -
·Others, Please Specify - -
(Conveyance
Reimbursements)

Total(1) - -
2.OtherNon-Executive
Directors
·Fee for attending 16,000 16,000
board/committee
meetings
·Commission - -
·Others, 30,000 30,000
(Reimbursement of
Conveyance for
attending Board/ other
committee meeting
Total(2) 46,000 46,000
Total(B)=(1+2) 46,000 46,000

Total Managerial 46,000 46,000


Remuneration
Overall Ceiling as per Maximum Rs. 1,00,000/- per Board Meeting Maximum Rs.
the Act 1,00,000/- per Board
Meeting

* Other Directors have waived their entitlement for receiving sitting fee for attending
Board/Committee Meetings.

43
C.REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. Particulars of Key Managerial Personnel


no. Remuneration
CEO (Not Company Secretary CFO Total (in Rs.)
Applicable) (Ruchi Bhatia) (Sumit
Vasudev)

1.
Gross salary
(a) Salary as per - 3,23,430 7,33,716 10,57,146
provisions
contained in section
17(1) of the
Income-tax Act,
1961

(b) Value of - 1,125 800 1,925


perquisites u/s
17(2) Income-tax
Act, 1961

(c) Profits in lieu of - - - -


salary under section
17(3) Income-tax
Act, 1961

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission - - - -
- as % of profit
- others, specify…

5. Others, please - 6,174 15,000 21,174


specify – Medical
Reimbursement
Total - 3,30,729 7,49,516 10,80,245

44
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of Brief Details of Authority Appeal


the Description Penalty / [RD / NCLT made,
Companies Punishment/ / COURT] if any
Act Compounding (give
fees imposed Details)

A. COMPANY
Penalty --- --- --- --- ---
Punishment --- --- --- --- ---
Compounding --- --- --- --- ---
B. DIRECTORS
Penalty --- --- --- --- ---
Punishment --- --- --- --- ---
Compounding --- --- --- --- ---
C. OTHER OFFICERS IN DEFAULT
Penalty --- --- --- --- ---
Punishment --- --- --- --- ---
Compounding --- --- --- --- ---

For and on behalf of the Board of Directors


ARTH UDYOG LIMITED

Anupam Kumar Garg Nityanand Singh


(Director) (Director)
DIN :- 06726278 DIN: 00288319
Address: - 16A, Lajpat Nagar-IV, Address: - 16A, Lajpat Nagar-IV,
New Delhi – 110 024 New Delhi – 110 024

Place: New Delhi


Date: August 8, 2017

45
ANNEXURE-V

MANAGEMENT DISCUSSION AND ANALYSIS REPORT


(Within the limits set by the Company’s competitive position)

Economy Overview

India has emerged as the fastest growing major economy in the world as per the Central
Statistics Organization (CSO) and International Monetary Fund (IMF). According to the
Economic Survey 2016-17, the Indian economy will continue to grow more than 7 per cent
in 2017-18. The improvement in India’s economic fundamentals has accelerated in the year
2015 with the combined impact of strong government reforms, RBI's inflation focus
supported by benign global commodity prices. According to IMF World Economic Outlook
Update, the economy is expected to grow at 7-7.75 per cent during FY 2017-18, despite the
uncertainties in the global market. The Economic Survey 2015-16 had forecasted that the
Indian economy will grow by more than seven per cent for the third successive year 2016-
17 and can start growing at eight per cent or more in next two years.

Industry Overview, Opportunities and Threats

Your Company is registered as a Non-Banking Finance Company with the Reserve Bank of
India. The Company has also complied with the applicable provisions of “Non-Systemically
Important Non-Banking Financial (Non-Deposit Accepting or Holding) companies Prudential
Norms (Reserve Bank) Directions, 2015” and other applicable guidelines/circulars/directions
of RBI.

However it is not carrying any business activities and it has been generating its income only
from the investment of its surplus funds in low risk Debt based mutual funds and other safe
avenues from time to time. Keeping in view the business activity currently undertaken it is
not feasible to provide industry overview by the Company.

Your Company is exposed to normal investment risk, since it has been investing its surplus
funds in low risk Debt based mutual funds and in other safe investments.

Financial Performance
During the year under review, your Company has not carried on any business activity. It has
only invested its surplus funds in low risk Debt based mutual funds and other safe avenues
from time to time.

Major source of income earned in FY 2016-17 is from Income from Investments i.e.
Dividend, Interest and Profit on sale of Investments of the company

During the Financial Year 2016-17, the Company’s Total Income/Revenue is Rs. 3.92 Crores
as compared to Rs. 4.31 Crores in the previous year and the Total Expenditure is Rs. 0.46
Crore as compared to Re. 0.25 Crore in the previous year.

46
The Company has earned a profit before tax for the Financial Year ended 2016-17 is Rs. 3.46
crores as compared to Rs. 4.06 crores in 2015-16; and its Profit after tax for the Financial
Year ended 2016-17 is Rs. 2.97 crores as compared to Rs. 3.58 crores in 2015-16.

During current financial year, Total Income and Profit before Tax of the company has been
substantially decreased in compare to previous financial year due to lower receipt of
Dividend Income and profit/Gains on sale of Investments of the company.

Risk and Concerns

Your Company is exposed to normal investment risk. Your Company follows prudent
investment risk assessment & management practices to combat these challenges.

In view of the increased volatility in the Stock Market, your Company has continued to
make most of its investments in various low risk debt based mutual funds and use foresight
and focused analysis of the market.

Internal Control

The Company has proper and adequate system of Internal Control commensurate with its
nature and size of the operations which ensure:

• Accuracy and timeliness of financial reporting;


• Compliance of legal and statutory laws and regulations;
• More effective and efficient use of the resources of the Company; and
• Protection and enhancement of assets of the Company.

The Internal Control system and procedures are periodically reviewed to ensure orderly and
efficient conduct of business. In addition to this, internal audits/ internal review are
conducted regularly either through external or internal resources to monitor the
effectiveness of Internal Control in the Organization. The Internal Audit reports are
regularly monitored by the Audit Committee of the Board of the Company and corrective
actions are taken as and when necessary.

Human Resource Development

The Company recognizes its employees as its most valuable assets. The emphasis is laid
upon to build strong corporate culture through core values such as integrity, innovation and
team work. In order to enhance the productivity of the employees and motivating them to
work with vigor and focus, team-driven organization and work environment has been
created where all employees work together. Training needs of the employees are also
identified and suitable training is provided, wherever required.

47
Cautionary Statement

Certain statements made in this Report, describing the Company’s expectations, or


predictions etc. are the forward looking views of the Management and are subject to
certain risks and uncertainties like regulatory changes, local, political or economic
developments, technological risks and many other factors, because of which the actual
results could differ materially from such expectations or projections.

For and on behalf of the Board of Directors


ARTH UDYOG LIMITED

Anupam Kumar Garg Nityanand Singh


(Director) (Director)
DIN :- 06726278 DIN: 00288319
Address: - 16A, Lajpat Nagar-IV, Address: - 16A, Lajpat Nagar-IV,
New Delhi – 110 024 New Delhi – 110 024

Place: New Delhi


Date: August 8, 2017

48