Dear Members,
Your director's take pleasure in presenting the 14^ Annual Report of the company along
with Audited Financial Statements for the financial year ended on 31st March, 2025.
Further, in compliance with the Companies Act, 2013 the company has made all requisite
disclosures in the Board Report with the objective of accountability and transparency in
its operations and to make you aware about its performance and future perspective. The
Board of Directors feels pleasure and is very much thankful to all the stakeholders of the
company who have shown their trust and interest in Company.
FINANCIAL PERFORMANCE:
The highlights of financial figures for the year 2024-25 in comparative format are as
under:
| Particulars for the year ended |
March 31, 2025 |
March 31, 2024 |
| Total Revenue |
2778.38 |
3464.18 |
| Financial Expense |
112.58 |
57.16 |
| Profit Before Depreciation and Tax |
254.95 |
182.24 |
| Less: Depreciation |
58.38 |
67.63 |
| Profit Before Tax |
196.57 |
114.61 |
| Less: Tax Expense (including deferred tax) |
(2.66) |
(3.26) |
| Profit After Tax |
199.23 |
117.87 |
| Surplus Brought Forward |
1033.79 |
915.92 |
| Balance Carried to Balance Sheet |
1233.02 |
1033.78 |
STATE OF COMPANY'S AFFAIRS:
> During the year under review, your Company has achieved total net sales of INR
2738.52 lakhs and achieved Net Profit of INR 199.23Lakhs.
> The company has made works contract with Art Club Private Limited for construction
of "Club Babylon" leading Club situated near Village Bhadaj, S.P. Ring Road,
Ahmedabad. The club is now operational and company generate total revenue of approx. 9
crores and 14 Lakhs during the financial year 2024-25.
> The company has made works contract with Vishnudhara paradise for construction of
Shree Vishnudhara Essence and Company has generated total revenue of INR 16 Crores 50
Lakhs during the financial year 2024-25.
> The company has made works contract with Ohm Enterprise for construction of
"Omkar Enclave residential project and generated total revenue of approx. 1 crores
and 75 Lakhs/- during the financial year 2024-25.
DIVIDEND:
Your Board of Directors feel that it is prudent to plough back the profits of the
Company for future growth of the Company and therefore do not recommend any dividend for
the year ended March 31,2025.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the
Companies Act, 2013 does not apply during the year.
CHANGE IN THE NATURE OF BUSINESS. IF ANY:
During the year, there is no change in the nature of business of the Company.
RESERVES:
During the year under review, the Company has closing balance of INR 1233.01 Lakhs as
Reserve and Surplus as on 31.03.2025.
SUBSIDIARY. JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary, Joint Ventures or associate company during
the year. CONSOLIDATED FINANCIAL STATEMENTS:
Company doesn't have any subsidiaries and hence company is not required to prepare
consolidated financial statement for the F. Y. 2024-25.
PUBLIC DEPOSIT:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the
requirement for furnishing the details of deposits which are not in compliance with
Chapter V of the Act is not applicable.
SHARE CAPITAL:
The authorized capital of the company is 25 crores, no change made during the financial
year 2024-25.
The paid up capital of the company is INR 24,95,60,000/-.
PARTICULARS OF LOAN. GUARANTEES OR INVESTMENT:
Your company provided loan to the one trust and details of Loans, Guarantees and
Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes of financial statement.
PARTICULARS OF RELATED PARTY TRANSACTION:
During the year, Company has entered in to related party transactions at Arm's length
price and disclosures in that regard have been made in Annexure C in prescribed format
AOC-2 and forms part of this report.
There are no contracts entered into by the Company which are "Not at Arm's Length
basis" and hence no disclosure in that regard is made.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2025 is available on the company's website www.artnirman.com.
DIRECTORS AND KEY MANAGEMENTPERSONNEL:
> Composition ofBoard:
The Board of Directors of the Company has an optimum combination of Executive, Non-
Executive and Independent Directors in compliance with provisions of Section 149 of
Companies Act 2013. As on 31st March 2025, the Board of Company comprises of 6(Six)
Directors. The Chairman of the Board is an Executive Director.
> Directors whose term is liable to determination by retirement byrotation:
In accordance with the provisions of Companies Act 2013 and its Articles of
Association, the term of Mr.Piyushkumar Thakkar (DIN:07555460),being Executive Director,is
liable to retire by rotation and being eligible offers himself for reappointment as
Director of the Company. Necessary resolution for his reappointment is placed before you
for your approval in Annual General Meeting.
> Declaration from IndependentDirector:
The Company has received declarations from all Independent Directors of the Company
that they continue to meet the criteria of independence as prescribed under Section 149 of
the Companies Act 2013 and Regulation 25 of the Listing Regulations. The Independent
Directors complied with code of conduct.
Therefore, Board is duly composed as per the Companies Act 2013 provisions and SEBI
(Listing Obligation and Disclosure Requirements), 2015.
There is no change held in the composition of Board of Directors during the Financial
Year 2024-25.
BOARD AND COMMITTEE COMPOSITION AND MEETINGS:
> Board Meeting and Composition:
The Board of Directors met 6 times during the financial year 2024- 2025 in accordance
with the provisions of the Companies Act, 2013 and rules made there under. The intervening
gap between two board meetings was within the period prescribed under the Companies Act,
2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the
Meetings and Directors of the Company actively participated in the meetings and
contributed valuable inputs on the matters brought before the Board of Directors from time
to time.
7 board meeting are held as under:
| 29.05.2024 |
25.10.2024 |
12.02.2025 |
| 14.08.2024 |
14.11.2024 |
|
| 30.08.2024 |
16.12.2024 |
|
| Name of Director |
Designation |
Category |
No of Board Meetings entitled to Attend during the year. |
No of Board Meetings attended during the year |
| Ashokkumar Thakker |
CMD |
Promoter |
7 |
7 |
| Piyushkumar Thakkar |
ED |
Promoter |
7 |
7 |
| Dharmisthaben Thakkar |
NED |
Promoter |
7 |
7 |
| Krunal Mistry |
NED |
Independent |
7 |
7 |
| Hemang Shah |
NED |
Independent |
7 |
5 |
| Chintan Bhatt |
NED |
Independent |
7 |
7 |
CMD - Chairman and Managing Director, ED - Executive Director, NED- Non- Executive
Director
> Meeting of Independent Directors:
During the year under review, the Independent Directors duly met on 14th
November, 2024 in absence of other non-independent Directors and reviewed the performance
of Non-Independent Directors and the Board as a whole, reviewed the performance of
Chairperson of the Company, taking into account the views of the other Executive and
Non-Executive Directors.
> Committee Meeting and Composition
The Company has three committees viz; Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee which has been established as a part of the
better corporate governance practices and is in compliance with the requirements of the
relevant provisions of applicable laws and statutes.
> Committee Meetings:
During the year under review, the Committees duly met and the detailsof the Meetings
held and attendance of the Directors at such Meetings, are provided inthe Corporate
Corporate Governance Report.
POLICY ON DIRECTORS' APPOINTMENT:
Pursuant to provisions of section 178 read with 134(3)(e) of Companies 2013, The
Nomination and Remuneration Committee (NRC) has approved the criteria and process for
identification/ appointment of Directors which are as under:
> Criteria for Appointment:
The proposed Director shall meet all statutory requirements and should:
> Possess highest values, ethics and integrity.
> Not have any direct or indirect conflict with business operations.
> Be willing to devote time and efforts.
> Have relevant experience.
> Have understanding about corporate functionality.
> Understand real value of stakeholders.
> Process for identification of Directors / Appointment of Directors:
> Board Members may suggest any potential person to the Chairman of the Company
meeting the above criteria. If the chairman deems fit, recommendation will be made by him
to NRC.
> Chairman himself can also recommend a person to NRC.
> NRC shall process and evaluate the proposal and shall submit their recommendation
to Board.
> Board shall consider such proposal on merit and decide suitably.
> Criteria for Performance Evaluation:
The Board considered and approved criteria for performance evaluation of itself and
that of its committees and individual directors.
> Criteria for Board Evaluation:
> Focus on strategic decisions.
> Qualitative discussion and processes.
> Criteria for Committee Evaluation:
> Fulfillment of allotted responsibilities.
> Effectiveness of recommendation, meetings.
> Criteria for Independent and Non Independent Directors' evaluation:
> Contribution through their experience and expertise.
> Focus on Stakeholders' interest. l
MANNER OF EVALUATION OF BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Evaluation of Board, its Committees and Individual Directors was carried out as per
process and criteria laid down by the Board of Directors based on the recommendation of
the Nomination and Remuneration Committee.
The obtaining and consolidation of feedback from all Directors in this regards, was
coordinated by the Chairman of Independent Directors' meeting for Board and
Non-Independent Directors while the process of evaluation of the Independent Directors was
coordinated by the Chairman of the Company. Based on this, Chairman of the Company brief
the Board and each of the Individual Directors, as applicable.
REMUNERATION POLICY:
The Company has formulated a policy relating to the remuneration of the Directors, Key
Managerial Personnel and other employees of the Company which is as under:
Components of Remuneration:
> Fixed Pay comprising Basic Salary, HRA, Car Allowance (applicable to General
Managers &above employees), Conveyance Allowances / Reimbursement, Company's
contribution to Provident Fund, Superannuation Fund, Gratuity, etc.
> Variable Pay, which is either in the form of: Commission to Managing Directors and
Commission to Whole-time Directors
A Annual Appraisal process:
f
Annual Appraisals are conducted, following which annual increments and
promotions in deserving cases are decided once in a year based on:
t
Employees self-assessment
t
Assessment by Immediate Superior and
1
Assessment by Flead of Department
Annual Increment leading to an increase in Fixed Pay consists of Economic Rise based on
All India Consumer Price Index published by the Government of India or Internal Survey
wherein inflation on commonly used items is calculated.
A Remuneration of Independent Directors:
The Company has formulated a policy for the remuneration of Independent Directors as
follows:
> Reimbursement of Expenses incurred by Independent Directors for attending any
meeting of the Board.
CHIEF FINANCIAL OFFICER:
Mr. Chetankumar Modi appointed as a Chief Financial Officer of the Company on September
11, 2019.
COMPANY SECRETARY:
Ms. Yesha Shah, a member of Institute of Company Secretaries of India is resign from
the post of Company Secretary of the Company from 15th May, 2025.
Mrs. Ankita Jain, a member of Institute of Company Secretaries of India is appointed as
a Company Secretary of the Company from 26th May, 2025.
COMPLIANCE OFFICER:
The Compliance officer of the Company is Mrs. Ankita Jain, being the member of
Institute of Company Secretaries of India, designated as Company Secretary and holding the
post of compliance officer since 26th May, 2025.
STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD:
Nomination and Remuneration Committee annually evaluates the performance of individual
directors, Committees and of the Board as a Whole in accordance with the formal system
adopted by the Board. Further, the Board also, regularly in their Board Meeting held for
various purposes, evaluates the performance of the individual directors, committees and of
the Board as a whole. The Board considers the recommendation made by Nomination and
Remuneration Committee in regard to the evaluation of Board Members.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
(a) In the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards have been followed along with proper explanation
relating to material departures.
(b) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 and of
the profit and loss of the Company for that period under review.
(c) The directors have taken proper and sufficient care for the maintenance of adequate
accountingrecordsinaccordancewiththeprovisionsofthisActforsafeguardingtheassets 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.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITIONOFTHECOMPANYWHICHHASOCCURREDBETWEENTHEENDOFTHEFINANCIALYEAROFTH E COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT:
After the close the Financial Year on 31st March 2025 and before the date of
the Report, no material changes affecting the financial position of the Company have
occurred:
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concerns status and Company's operations in future.
AUDITORS:
> Statutory Auditor:
CA Kunal Shah, partner of KDN & Associates LLP., Chartered Accountants, Ahmedabad
(Firm Registration No. 131655W) be and is hereby appointed as the Statutory Auditor of the
company with effect from 10th October, 2024 for period of 5 years from 2024-25 to
2028-29."
There are no qualifications, reservations or adverse remarks made by KDN &
Associates LLP, Chartered Accountants, the Statutory Auditors of the Company, in their
report.
> Board's Comment on the Auditors' Report:
Notes to Accounts & Auditors remarks in the Auditors' report are self-explanatory
and do not call for any further comments.
> Secretarial Auditor:
As required under provisions of Section 204 of the Companies Act, 2013 and Rules framed
there under, the Board has appointed the Secretarial Auditors of the Company, M/s Yash
Mehta & Associates, Practicing Company Secretaries, for conducting the Secretarial
Audit for the FY 2024-25.
Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company
for the year ended on March 31, 2025 is attached to the Director's Report as Annexure- B.
> Board's Comment on the Secretarial Audit Report:
a. The Company has not made any provisions for the gratuity payable to the employees.
- The company is under process of adopting the gratuity policy for its employees.
> Cost Audit & Cost Record:
Central Government has notified audit of the cost records maintained by the company in
respect of the Products/services manufactured by the company for the year under review.
Our company is not manufactured any products so it is not required to be maintained any
cost record and conducting any cost audit as per central government direction under
section 148 of the Companies Act,2013,and the Companies(Cost Records and Audit)rules,
2014.
> Internal Audit:
D. K. Thakkar & Co, Chartered Accountant, Ahmedabad was appointed as Internal
Auditor of the Company to conduct Internal audit pursuant to the provisions of Section 138
of the Companies Act, 2013 and rules made there under.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197 of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in separate annexure forming part of this Report as Annexure-D.
The statement containing particulars of employees as required under Section 197 of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136
of the Companies Act, 2013, the Report and Accounts are being sent to the Members and
others entitled thereto, excluding the information on employees' particulars which is
available for inspection by the members at the Registered Office of the Company during
business hours on working days of the Company. If any member is interested in obtaining a
copy there of, such Member may write to the Company Secretary in this regard.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Corporate Social Responsibility (CSR) are not applicable to the
Company and hence no disclosures have been made in this regard.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGSAND OUTGO
The Company is not engaged in manufacturing of goods and hence Company does not
conserve energy. Company has neither adopted any Technology nor has spent amount for
adoption of Technology during the year.There is no amount of Foreign Exchange inflow or
out flow during the year and hence no disclosures have been made in this regard.
ENVIRONMENT. HEALTH AND SAFETY (EHS)
The Company accords the highest priority to health, environment and safety. The Company
does not carry on manufacturing operations. The Company takes at most care for the
employees and ensures compliance with the applicable rules and regulation applicable to
the Company.
STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Company has developed risk management policy.The Company has in place,a mechanism
to identify, assess, monitor and mitigate various risks towards the key business
objectives of the Company. Major risks identified by the business and functions are
systematically addressed through mitigating actions on acontinuing basis.The Risk
Management is being taken care by the Audit Committee of the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to
financial statements. The Board has inter alia reviewed the adequacy and effectiveness of
the Company's internal financial controls relating to its financial statements.
During the year, no reportable material weakness was observed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated in Rule 34(2)(e) read with Schedule V of SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis Report
is annexed as Annexure E and forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Corporate Governance refers to a set of systems, procedures and practices which ensure
that the company is managed in the best interest of all corporate stakeholders i.e.
shareholders, employees, suppliers, customers and society in general. Fundamentals of
Corporate Governance include transparency, accountability and independence. Your Company
has been complying with all the requirements of the code of Corporate Governance, as
specified by SEBI. A separate report on Corporate Governance is furnished as a part of the
Directors' Report and the certificate from the Statutory Auditor regarding compliance of
condition of Corporate Governance is Annexure-A to the said Report.
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSEACCOUNT:
Pursuant to Para F of Schedule V of SEBI(LODR) Regulations 2015,there are no shares
held int he Demat Suspense Account or Unclaimed Suspense Account.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION &
REDRESSAL) ACT. 2013.
The Company has always been committed to provide a safe and conducive work environment
to its employees.Your Directors further state that during the year under review there were
no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act,2013.
INSOLVENCY AND BANKRUPTCY CODE:
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
PENDING LITIGATION:
There is no case pending in front of the company.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans taken from
banks and financial institution
ACKNOWLEDGEMENT
The Directors place on record their sincere thanks to the Bankers, Business associates,
consultants, customers, employees for their continued support extended to your Companies
activities during the year under review. Your Directors also acknowledges gratefully the
shareholders for their support and confidence reposed on your Company.
| Date: 20.06.2025 |
For and on behalf of the Board of Directors |
| Place: Ahmedabad |
SD/- |
|
Ashokkumar Raghuram Thakker |
|
Chairman & Managing Director DIN: |
|
DIN: 02842849 |