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DIRECTOR'S REPORT

Airan Ltd.

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Market Cap. (₹) 175.03 Cr. P/BV 4.15 Book Value (₹) 3.37
52 Week High/Low (₹) 50/10 FV/ML 2/1 P/E(X) 28.25
Bookclosure 23/04/2019 EPS (₹) 0.50 Div Yield (%) 0.00
Year End :2018-03 

To,

The members of Airan Limited

The Directors delightfully present the 23rd Annual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended March 31,2018.

1. Financial Highlights

Financial results of your Company for the year ended March 31,2018 are summarized below.

(Rs. in lacs)

Particulars

Standalone

2017-18

2016-17

Turnover

3,591.92

3,082.23

Profit/(Loss) before taxation

629.37

311.12

Less: Tax Expense

166

81.17

Profit/(Loss) after tax

463.37

229.94

2. State of Company’s Financial Affair

The total income of the Company for the year ended 31st March 2018 was Rs. 3,591.92 Lacs as against the total income of Rs. 3,082.23 Lacs for the previous year ended 31st March 2017.

The Company has earned a Net Profit after Tax of Rs. 463.37 Lacs for the year under review as compared to Net Profit of Rs. 229.94 Lacs in the previous year.

3. Nature of Business

Banking Transaction Processing Services,

Payment Banks

IT and IT Enabled Services

Document Management Services,

Telecommunication, Internet Service Provider

4. Change in the nature of business

During the year the Company has not changed its business.

5. Dividend

Your Directors are having a view of conserving the resources of company, and for that reason the directors are not recommending any dividend.

6. Reserves

The Board of the Company has decided to carry Rs. 6730.66 Lacs to the Reserves of the Company.

7. Finance

Cash and cash equivalents as at March 31, 2018 were Rs 92.41 Lacs. The Company continues to focus on judicious management of its working capital, receivables, and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

8. Share Capital

The Authorized share capital of the Company is Rs. 130,000,000/-(having Equity Shares of 13,000,000 divided into Rs. 10/- each). Further, the Paid up Capital of the Company is Rs. 125,020,000/- (having Equity Shares of 12,502,000 divided into Rs. 10/- each).

9. Meetings

During the year Eight Board Meetings were convened and held and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The dates on which the Board Meetings were held are as follows:

Sr. No.

Date of Meeting

Sr. No.

Date of Meeting

1

April 1, 2017

5

August 4, 2017

2

April 7, 2017

6

November 11, 2017

3

May 27, 2017

7

January 5, 2018

4

June 19, 2017

8

February 15, 2018

10. Details of Directors or Key Managerial Personnel Appointed or Resigned During the Year or Retirement by Rotation

Following Directors were appointed and resigned during the financial year 2017-2018

Sr. No.

Name of the Directors

Date of Appointments

Date of Resignation

1.

CA Ajit Gyanchand Jain

June 19,2017

-

2.

Mr. Jayesh Kanhaiyalal Jain

February 15,2018

-

3.

Mrs. Anju Pravinkumar Deora

-

February 15,2018

During the financial year 2017-2018 following Key Managerial Personnel resigned.

Sr. No.

Name of the KMP

Date of Resignation

1.

Ms. Stuti Kinariwala

February 15, 2018

Company Secretary &

Compliance Officer

11. Details of Remuneration to Directors

The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee’s remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. Statement on the declaration by Independent Directors pursuant to section 149(6) of the Act.

The Company has recieved declaration from all independent directors of the company to the effect that they meet criteria of independence as stipulated under section 149(7) of the Act and applicable regulations of LODR.

13. Annual Evaluation of the Board

Pursuant to the provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its performance, the Directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship and Nomination & Remuneration Committees.

14. Audit Committee

The Board has constituted Audit Committee as required under Companies Act, 2013. The Composition of the Committee is as under:

Name

Position in Category Committee

CA Siddharth Sampatji Dugar

Chairman

Independent Director

CA Ajit Gyanchand Jain

Member

Non Executive Director

Mrs.Bhoomika Aditya Gupta

Member

Independent Director

Mrs.Anshu Anand Chaudhary

Member

Independent Director

15. Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee as required under Companies Act, 2013.

The Composition of the Committee is as under:

Name

Position in Committee

Mrs. Sarita Neeraj Aggarwal

Chairman

Non Executive Director

CA Ajit Gyanchand Jain

Member

Non Executive Director

CA Siddharth Sampatji Dugar

Member

Independent Director

Mrs. Bhoomika Aditya Gupta

Member

Independent Director

16. Stakeholder Relationship Committee

The Board has constituted Stakeholder Relationship Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”).

The Composition of the Committee is as under:

Name

Position in Category Committee

CA Ajit Gyanchand Jain

Chairman

Non Executive Director

Mrs. Sarita Neeraj Aggarwal

Member

Non Executive Director

Mrs. Poonam S. Agrawal

Member

Executive Director

Mrs. Bhoomika Aditya Gupta

Member

Independent Director

17. Auditors:

Statutory Auditors

M/s. Deora Maheshwari & Co., Chartered Accountants, Ahmedabad, Firm Registration Number 123009W, Reappointed as Statutory Auditors of the Company to hold office until the conclusion of the upcoming Annual General Meeting, subject to ratification of the appointment by the Members of the Company at every Annual General Meeting as per the provisions of the Companies Act, 2013 till the conclusion of forth coming Annual General Meeting of the Company.

Secretarial Auditor

A Secretarial Audit Report given by KGS &Co, Company Secretaries is annexed with the report. The report is self-explanatory and do not call for any further comments.

18. Details of Subsidiaries Joint Venture or Associates

The Company has following subsidiaries & associates which are as follows;

1. Airan Network Private Limited. (Associate)

2. Airan Global Private Limited. (Subsidiary)

3. Airan Singapore Private Limited. (Subsidiary)

4. CQub Infosystems Private Limited. (Subsidiary)

19. Group Entities

Below mention are the details of Companies/Entities promoted by the promoters of our Company. No equity shares of our Group Companies are listed on any stock exchange and they have not made any public or rights issue of securities in the preceding three years.

Our Group Entities include:

1. Airan Network Private Limited.

2. Airan Global Private Limited.

3. Airan Singapore Private Limited.

4. CQub Infosystems Private Limited.

20. Details of significant and material orders passed by the regulators or courts or tribunals.

There were no such orders passed.

21. Deposits from Public

The Company has not accepted any Deposits within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

22. Particulars of Contracts or Arrangements with Related Parties:

All transactions entered into with the related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of form AOC- 2 is not required, Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes tothe Financial Statements.

23. Particulars of Employees

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Directors’ Report.

24. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company from the financial year ended 31st March, 2018 to the date of signing of the Director’s Report.

25. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

26. Listing with Stock Exchanges

At present the equity shares of the Company are listed on the Emerge-the SME Growth Platform of National Stock Exchange at Mumbai. The Company confirmed it has paid Annual Listing Fees due to the National Stock Exchange for the year 2018-19.

27. Corporate Governance.

Your Company has been practicing the principles of good corporate governance. A detailed report on corporate governance is available in annual report.

28. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of insider trading and the Code for Corporate Disclosures (“Code”), as approved by the Board from time to time, are in force by the Company.

29. Depository System

As the Members are aware, your Company’s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company’s shares on NSDL & CDSL. The ISIN allotted to the Company’s Equity shares is INE645W01018.

30. Extract of Annual Return

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed in Annual Report.

31. Directors’ Responsibility Statement

Pursuant to the Provisions of Section 134 of the Companies Act, 2013, the Director’s states that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) 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 as at March 31,2018 and Statement of Profit of the Company for that period;

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

(e) The Directors have laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively; and

(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.

32. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) is disclosed separately in the current Annual Report.

33. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo.

The Company is associated with Service industry so there was no such electricity consumption. The Company has taken due care for technology absorption.

Further there were no foriegn exchange earnings & outgo during the year.

34. Acknowledgments

The Directors would like to thank all the Stakeholders including Financial Institutions, Banks, Government Authorities, Power Utilities, Regulators, Customers, Vendors and Members for their continued support to the Company.

Your Directors also wish to place on record their deep sense of appreciation for the excellent services of the employees at all levels and all other associated with the Company.

Date: June 23, 2018

Place: Ahmedabad

Sandeepkumar V. Agrawal Poonam S. Agrawal

Managing Director Executive Director

DIN:02566480 DIN:01712128

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