|
To
The Members,
Arfin India Limited
th
Your Directors take pleasure in presenting the 34 Annual Report on the
Businesses and Operations of the Company together with Audited Accounts for the Financial
Statements (Standalone & Consolidated) for the year ended March 31, 2026.
1. Financial Results
The Company's performance during the financial year ended March 31, 2026 as
compared to the
previous financial year ended March 31, 2025 is summarized below:
(Rs. In Lakhs)
|
Standalone |
|
Consolidated |
|
Particulars |
March 31, 2026 |
March 31, 2025 |
March 31, 2026 |
March 31, 2025 |
| Revenue From Operations |
62,489.58 |
61,575.38 |
61,799.18 |
61,575.38 |
| Other Income |
121.90 |
195.84 |
92.19 |
195.84 |
| Total Income |
62,611.48 |
61,771.22 |
61,891.37 |
61,771.22 |
| Total Expenses |
60,488.64 |
60,332.82 |
59,520.74 |
60,333.29 |
| Profit / (Loss) Before Tax |
2,122.84 |
1,438.40 |
2,370.63 |
1,437.93 |
| Provisions for Income Tax Including Deferred Tax |
763.13 |
523.30 |
825.50 |
523.30 |
| Profit / (Loss) After Tax |
1,359.71 |
915.10 |
1,545.13 |
914.63 |
| Other Comprehensive Income |
(2.64) |
17.18 |
(2.65) |
17.18 |
| Total Comprehensive Income for the Period |
1,357.06 |
932.28 |
1,542.48 |
931.81 |
| Earnings Per Equity Share |
|
|
|
|
| Basic |
0.81 |
0.54 |
0.92 |
0.54 |
| Diluted |
0.81 |
0.54 |
0.92 |
0.54 |
| Transfer to General Reserves |
- |
- |
- |
- |
| Profit Carried to Balance Sheet |
1,359.71 |
915.10 |
1,545.13 |
914.63 |
| Accumulated Balance of Profit |
6,841.55 |
5,667.43 |
7,026.51 |
5,666.97 |
Financial Highlights and State of
Company's Affairs
During the year under review, your Company's Standalone revenue stood at Rs. 62,611.48
Lakhs including other income of Rs. 121.90 Lakhs as compared to total revenue of Rs.
61,771.22 Lakhs including other income of Rs. 195.84 Lakhs during the previous financial
year ended March 31, 2025. The Net Profit stood at Rs. 1,359.71 Lakhs as compared to the
profit of the previous financial year ended March 31, 2025 amounting to Rs. 915.10 Lakhs.
Further on Consolidated basis, the total revenue
stood at Rs. 61,891.37 Lakhs including other income of Rs. 92.19 Lakhs as compared to
total revenue of
Rs. 61,771.22 Lakhs including other income of
Rs. 195.84 Lakhs during the previous financial year ended March 31, 2025. The Net
Profit stood at
Rs. 1,545.13 Lakhs as compared to the profit of the previous financial year ended March
31, 2025 amounting to Rs. 914.63 Lakhs.
2. Transfer to Reserve
The closing balance of the retained earnings of the Company for FY 2025-2026, after all
appropriation and adjustments was Rs. 6,841.55 Lakhs for the Standalone and Rs. 7,026.51
for the Consolidated financial statement. The Board of Directors of the Company has not
proposed any amount to be transferred to the General Reserve.
3. Dividend
The Board of Directors of the Company, at its meeting held on November 11, 2025,
declared an Interim Dividend for the financial year ended March 31, 2026. The Interim
Dividend was duly paid to the eligible shareholders on November 20, 2025.
In view of the Interim Dividend already declared and paid during the year, and after
careful evaluation of the Company's capital requirements, growth opportunities, and
long-term strategic priorities, the Board has not recommended any Final Dividend on equity
shares for the financial year ended March 31, 2026.
The Board remains committed to maintaining a prudent balance between rewarding
shareholders and retaining adequate resources to support future growth initiatives. The
decision to conserve a portion of earnings reflects the Company's focus on strengthening
its financial position, funding strategic investments, enhancing operational capabilities,
and pursuing emerging business opportunities, including expansion into new product
segments. The Board believes that such disciplined capital allocation will contribute to
sustainable value creation and deliver enhanced long-term returns to shareholders.
4. Listing on Stock Exchanges
As on March 31, 2026, the equity shares of the Company were listed on BSE Limited &
National Stock Exchange of India Limited. The Company has paid the annual listing fees for
the financial year ending on March 31, 2026 within the prescribed timeline. Further, the
Company got listed on the National Stock Exchange of India Limited (NSE) with effect from
July 22, 2025.
5. Details in Respect of Adequacy of Internal Financial Control with Reference
to the Financial Statements and Audit
The Company has designed and implemented
process driven framework for internal financial controls within the meaning of
explanation to
Section 134(5)(e) of the Act.
For the year ended on March 31, 2026, the Board is of the opinion that the Company has
adequate internal control systems commensurate with the size, scale and complexity of its
business operations. The internal control systems comprising of policies and procedures
are designed to ensure sound management of your Company's operations, safe keeping of its
assets, optimal utilization of resources, reliability of its financial information and
compliances. The internal financial control operates effectively and no material weakness
exists. The Company has a process in place to continuously monitor the same and identify
gaps, if any, and implement new and / or improved internal controls whenever the effect of
such gaps would have a material effect on the Company's operations.
The Board of Directors at the recommendations of the Audit Committee appointed Mr.
Anant Patel, Cost Accountant, as Internal Auditor of the Company for the financial year
2026-2027. Other details in respect of internal financial control and their adequacy are
included in the Management Discussion and Analysis, which is a part of this report.
6. Details of Subsidiary / Joint Venture / Associate Companies
The Company has one Wholly owned Subsidiary namely, M/s Arfin Titanium & Speciality
Alloys Limited (ATSAL) incorporated on 14th January, 2025. Its registered office is in
Gujarat, India. ATSAL is engaged, inter-alia, in the business of manufacturing of Ferrous
Metal and the Company along with its nominee(s) has fully subscribed 8,00,00,000 Equity
Shares of this subsidiary. Pursuant to Section 129(3) of the Act, a statement containing
salient features of the Financial Statements of the Subsidiaries Company in the prescribed
Form AOC-1 is set out in Annexure -1 to this report.
The Company does not have any Material
Subsidiary in terms of the provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. However, a Policy
on Material Subsidiary has been formulated. There are no Associate or Joint Venture
Companies within the meaning of Section 2(6) of the Companies Act, 2013. The Group
Companies to the Arfin India Limited includes Krish Ferro Industries Private Limited.
7. Material Changes, Transactions and Commitment, if any, affecting the
Financial Position of the Company
There are no material changes and commitments, affecting the financial position of the
Company which has occurred between the closure of financial year on March 31, 2026 to
which the financial statements relate and on the date of this report.
8. Significant and Material Orders passed by the Regulators or Courts
There have been no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and Company's operations. However,
members' attention is drawn to the statement on contingent liabilities, commitments in the
notes forming part of the financial statements under note no. 35.
9. Deposits
During the financial year under report, the Company has not accepted any deposits
within the meaning of Sections 73 and 74 of the Companies Act, 2013, and the Companies
(Acceptance of Deposits) Rules, 2014, as amended, nor did it have any amount of deposits
carried forward from the previous financial year.
10. Statutory Auditors
M/s. Raman M. Jain & Co., Chartered Accountants, Ahmedabad (FRN: 113290W) who has
been appointed as Statutory Auditors of the Company to hold the office for a term of five
years from the conclusion of the 30th Annual General Meeting held on September 24, 2022
until the conclusion of the 35th annual general meeting of the Company, has conducted the
audit for financial year 2025-2026.
The Auditors' Report issued by M/s. Raman M. Jain & Co., for the financial year
ended on March 31, 2026 forms part of this annual report and there is no qualification,
reservation, adverse remark or disclaimer given by the Statutory Auditors in their report.
11. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
on the recommendation of the Audit Committee had appointed Kamlesh M. Shah & Co.,
Practicing Company Secretaries, as Secretarial Auditors of the Company to hold office for
the first term of 5 consecutive years from FY 2025-26 to FY 2029-2030 upon such
remuneration to be fixed by the Board of Directors/ Chairman or MD of the Company and
reimbursement of out of pocket expenses as may be determined by the Chairman or MD in
consultation with the said Auditors.
The Secretarial Audit Report (MR-3) for the financial year ended on March 31, 2026 is
annexed herewith as Annexure 5 and the same is unmodified i.e. does not contain any
qualification, reservation, adverse remark or disclaimer.
12. Cost Auditors
M/s. Ashish Bhavsar & Associates, Cost Accountant (FRN: 000387) who were appointed
as the Cost Auditor has conducted Cost Audit of cost records of the Company for the
financial year 2025-25 and were also reappointed for financial year 2026-2027.
M/s. Ashish Bhavsar & Associates, have confirmed that their appointment is within
the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that
they are free from any disqualifications specified under Section 141(3) and proviso to
Section 148(3) read with Section 141(4) of the Companies Act, 2013. The Audit Committee
has also received a certificate from Cost Auditors certifying their independence and arm's
length relationship with the Company.
As per the provisions of the Companies Act, 2013, the remuneration payable to Cost
Auditor is placed before the members in a general meeting for seeking their approval for
the ratification of the remuneration payable to M/s. Ashish Bhavsar & Associates, Cost
Auditor is included in the notice convening the ensuing annual general meeting.
13. Reporting of Frauds by Auditors
During the year under report, neither the Statutory Auditors nor the Secretarial
Auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees.
14. Share Capital
During the financial year under report, the Company has not issued any equity shares.
The Issued Capital of the company stood at 16,87,22,482 equity shares of face value of Rs.
1/each.
The detail of the capital structure of the Company is tabulated as below:
|
|
Authorised Share Capital |
Issued, Subscribed and Paid-up Share Capital |
| Event Date |
Particulars |
No. of Equity Shares |
Amount in Rs. |
No. of Equity Shares |
Amount in Rs. |
| April 1, 2025 |
Share Capital at the Beginning of the Financial Year |
31,50,00,000 |
31,50,00,000 |
16,87,22,482 |
16,87,22,482 |
|
Changes During the Year |
NA |
NA |
NA |
NA |
| March 31, 2026 |
Resultant Share Capital / Capital at the End of the Financial Year |
31,50,00,000 |
31,50,00,000 |
16,87,22,482 |
16,87,22,482 |
15. Joint Venture/ Strategic Partnership during the year
The company has not entered into any Joint Venture/ Strategic Partnership during the
year. However, the Company entered into a strategic partnership with JFE, whereby JFE
acquired a 5.81% equity stake through the preferential allotment of 97,98,432 equity
shares on April 16, 2024. Alongside the investment agreement, Arfin and JFE executed a
Distributorship and Agency Agreement (D&A Agreement), under which JFE will
serve as the exclusive agent and distributor for select key products specifically
Aluminium Wire Rods and Aluminium Deox for a period of 14 years, commencing April 1, 2024.
16. Directors & Key Managerial Personnel
I. Details of KMPs and Appointments
During the financial year under report, followings have been designated as the key
managerial personnel of the Company pursuant to Sections 2(51) and Section 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
Sr. No. Name of the Member |
Nature of Membership |
| a Mr. Mahendra R. Shah |
Chairman & Wholetime Director |
| b Mr. Jatin M. Shah |
Managing Director |
| c Mr. Shubham P. Jain |
Chief Financial Officer |
| d Ms. Natanya Kasaudhan |
Company Secretary & Compliance Officer |
There is a change in the composition of Board of Directors of the Company during the
financial year ending on March 31, 2026.
Chief Financial Officer
The Board at their meeting held on November 30, 2024 appoints Mr. Shubham P. Jain,
member of Institute of Chartered Accountant of India (ICAI), Chief Financial Officer was
appointed for the said position w.e.f. December 02, 2024.
Company Secretary
Ms. Natanya Kasaudhan an Associate Members of Institute of Company Secretaries of India
(ICSI) was appointed as the Company Secretary of the company by the board at their meeting
held on 06 March, 2025.
Appointment of Independent Director
Pursuant to Sections 149, 152 and other applicable provisions of the Act and Rules made
thereunder, Mrs. Ruchita Rahulkumar Nahata (DIN: 11020772) was appointed as Director
(Independent-Non Executive) w.e.f. April 10, 2025 and was regularized by approval of
shareholders on May 20, 2025 for the term of five years effective April 10, 2025 up to
April 10, 2030 and her office shall not be liable to retire by rotation.
Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Act, all the Independent Directors
have submitted declarations under Section 149(7) of the Companies Act, 2013 that each of
them meets the criteria of independence as provided in Section 149(6) of the Act along
with Rules framed thereunder and Regulation 16(1)(b) and Regulation 25 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. There has been no change in the circumstances affecting their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise, and
experience (including proficiency in terms of Section 150(1) of the Act and applicable
rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.
II. Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the
articles of association of the Company, Mr. Jatin M. Shah (DIN: 00182683), will retire by
rotation at 34th annual general meeting and being eligible, he offers himself for
re-appointment. The Board recommends his appointment.
III. Evaluation of the Board's Performance
Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an
annual evaluation of its own performance and that of its committees as well as performance
of the directors individually considering various aspects of the board's functioning such
as adequacy of the composition of the Board and its committee(s), board culture,
experience & competencies, execution and performance of specific duties &
obligations, governance etc.
Separate exercise was carried out to evaluate the performance of each of the individual
directors including the board's chairman who were evaluated on parameters such as
attendance, contribution at the meetings and otherwise, independent judgments,
safeguarding of minority shareholders' interest etc.
The evaluation of the Independent Directors was carried out by the entire board
excluding Independent Directors and that of the Chairman and the performance evaluation of
the Non-Independent Director and the board as a whole was carried out by the Independent
Directors.
The performance evaluation of the Executive Chairman of the Company was also carried
out by the Independent Directors, taking into account the views of the Managing Director
and other Non-Executive Director(s).
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the board and its committees with the Company. This may be considered as a
statement under provisions of Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4)
of the Companies (Accounts) Rules, 2014. As at closure of the financial year, the board of
your Company is composed with proper number of Executive and Non-Executive Director (s).
IV. Remuneration Policy
The Company follows a Policy on Remuneration of Directors and Senior Management
Employees. The policy has been approved by the Nomination & Remuneration Committee and
the board. More details on the same have been given in the corporate governance report.
The Policy on Remuneration of Directors, Key Managerial Personnel and Senior Employees
can be accessed on website of the Company at the following web link: https://www.arfin.co.
in/pdf/policies-disclosures/remuneration-of-directors-key-managerial-personnel-and-senior-employees-policy.pdf
17. Number of Meetings of Board of Directors
The Board of Directors met 7 times during the financial year ended on March 31, 2026.
The details of the board meetings and the attendance of the directors are provided in the
corporate governance report, which is a part of this report.
18. Audit Committee
The Audit Committee of the Company was chaired by Mr. Tarachand Roopchand Jain with
effect from January 27, 2025. The Committee comprises Mr.
Mukesh Shankerlal Chowdhary, Mr. Mahendra R. Shah, and Mrs. Ruchita Rahulkumar Nahata
as its members. All recommendations made by the Audit Committee during the reporting
period were duly accepted by the Board of Directors. Further details regarding the Audit
Committee are provided in the Corporate Governance Report.
19. Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted unanimously by
the Non-Executive Directors of the Company. Mr. Mukesh Shankerlal Chowdhary holds position
of Chairman of the committee and Mrs. Ruchita Rahulkumar Nahata and Mr. Tarachand R. Jain
are members of the committee.
The Policy, required to be formulated by the Nomination and Remuneration Committee,
under Section 178(3) of the Companies Act, 2013 is uploaded on the Company's website at
the following web link:
https://arfin.co.in/pdf/policies-disclosures/remuneration-of-directors-key-managerial-personnel-and-senior-employees-policy.pdf
.
More details on the committee have been provided
in the Corporate Governance Report.
20. Stakeholder Relationship Committee
In order to redress the grievances of stakeholders timely and in efficient manner and
as statutorily required, the Company has formulated a committee named Stakeholder
Relationship Committee which is headed by Mr. Mukesh Shankerlal Chowdhary as Chairman and
is further constituted with Mr. Mahendra R. Shah, Mrs. Pushpa M. Shah and Ms. Natanya
Kasaudhan as members of the committee.
More details on the committee have been provided
in the Corporate Governance Report.
21. Corporate Social Responsibility
Pursuant to the provisions of Section 135 of the
Companies Act, 2013 including Rules framed thereunder, during the financial year under
report the Company attracted the criteria for applicability of corporate social
responsibility. Accordingly, a Corporate Social Responsibility (CSR) Committee has been
constituted, consisting of Mr. Mahendra R. Shah as the Chairman, and Mr. Mukesh S.
Chowdhary and Mrs. Pushpa M. Shah as Members.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure 7 of this report in the format prescribed in the Companies (CSR
Policy) Rules, 2014. The Policy is available on Company's website of the Company at the
following web link:
https://arfin.co.in/pdf/policies-disclosures/corporate-social-responsibility-policy.pdf .
22. Internal Complaints Committee (ICC) The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of the Sexual Harassment of Woman at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee
(ICC) has been set up to redress complaints received regarding sexual harassment. Mrs.
Ruchita Rahulkumar Nahata has been designated as the Presiding Officer of the Committee,
while Mrs. Pushpa M. Shah, Mr. Manoj Marathe, and Mrs. Pooja Shah serve as its members.
All employees (permanent, contractual, temporary, trainees) are covered under this
policy. The policy is gender neutral and provides the employees safety against harassment,
if any. The said policy adopted by the Company for prevention of sexual harassment at
workplace is available on its website at the following web https://www.arfin.co.
in/pdf/policies-disclosures/prevention-of-sexual-harassment-policy-new.pdf .
During the financial year ended on March 31, 2026, the Company did not receive any
complaint pertaining to sexual harassment
23. Related Party Transactions
All the Related Party Transactions, if any, are being entered on arm's length basis, in
ordinary course of business and in compliance with the applicable provisions of the
Companies Act, 2013 and relevant Regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Our directors further confirm that there were
no materially significant Related Party Transactions made by the Company with promoters,
directors or key managerial personnel etc. which may have potential conflict with the
interest of the Company at large.
All the Related Party Transactions are presented to the Audit Committee and to the
board. Omnibus approval has been obtained from Audit Committee, Board of Directors and
members of the Company for the transactions with the related parties.
The policy on Related Party Transactions as approved by the board has been uploaded on
the Company's website at the following web link:
https://arfin.co.in/pdf/policies-disclosures/other-disclosures/disclosure-of-related-party-transactions-31-03-2026-new1.pdf.
24. Establishment of Vigil Mechanism / Whistle Blower Policy for Directors and
Employees
The Company promotes ethical behaviour in all its business activities and has put in
place a mechanism wherein the employees are free to report illegal or unethical behaviour,
improper practice, wrongful conduct taking place, actual or suspected fraud or violation
of the Company's code of conduct or corporate governance policies or any improper activity
to the Chairman of the Audit Committee of the Company or to the Chairman of the board. The
Whistle Blower Policy has been duly communicated within the Company.
Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is
protected and they are not subject to any discriminatory practices. No personnel have been
denied access to the Audit
Committee in this regard. The said Vigil Mechanism / Whistle Blower Policy has been
uploaded on website of the Company and can be accessed at the following web link:
https://arfin. co.in/pdf/policies-disclosures/vigil-mechanis mpolicy.pdf.
25. Compliance with Secretarial Standards
The Company complies with all applicable mandatory secretarial standard issued by the
Institute of Company Secretaries of India (ICSI).
26. Loans, Guarantees or Investments under
Section 186 of the Companies Act, 2013
The Company has not granted any loan in compliance with the provisions of Section 185
of the Companies Act, 2013. The Company did not provide any guarantee in respect of loans
availed by any other person, under the provisions of Section 186 of the Companies Act,
2013 and Rules framed thereunder during the financial year under report. Details of loans
and investments covered under the provisions of Section 186 are given in the notes forming
part of the financial statements which form part of this annual report.
27. Managerial Remuneration
The Company follows a Policy on Remuneration of Directors, KMP and Senior Management
Employees. The Company has paid remuneration to the Executive as well as sitting fees to
the Non-Executive Directors during the financial year under report. More details on the
managerial remuneration have been given in the extract of annual return and in the
corporate governance report.
28. Management Discussion and Analysis
Report
A detailed analysis of the Company's performance is made in the management discussion
and analysis report, which forms part of this annual report.
29. Corporate Governance Report
The Company has a rich legacy of ethical governance practices many of which were
implemented by the Company, even before they were mandated by Law.
The Company is committed to transparency in all its dealings and places high emphasis
on business ethics. A report on corporate governance as per the provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this
annual report.
30. Code of Conduct
The Board of Directors has laid down a Code of Conduct (Code) for the board
members, managerial personnel and for senior management employees of the Company. This
Code has been posted on the Company's website at
https://arfin.co.in/investors/code-of-conduct .
All the board members and senior management personnel have affirmed compliance with
this code. A declaration signed by the Managing Director to this effect forms part of the
corporate governance report.
The Board of Directors has also laid down a Code of Conduct for the Independent
Directors pursuant to the provisions of Section 149(8) and Schedule IV to the Companies
Act, 2013 via terms and conditions for appointment of Independent Directors, which is a
guide to the professional conduct for Independent Directors and has been uploaded on the
website of the Company at the following weblink:
https://arfin.co.in/pdf/policies-disclosures/terms-and-conditions-of-appointment-of
independent-directors.pdf.
31. Risk Management Policy
The Company has a well-defined risk management framework in place, which provides an
integrated approach for identifying, assessing, mitigating, monitoring and reporting of
risks associated with the business of the Company. The Company has developed Risk
Management Policy in accordance with the provisions of the Act and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulation, 2015 (SEBI Listing Regulations). It establishes various levels
of accountability and overview within the Company, while vesting identified officials with
responsibility for each significant risk.
The board has delegated responsibility to the Committee to monitor and review risk
management, assessment and minimization procedures and to develop, implement and monitor
the risk management plan and identify, review and mitigate all elements of risks which the
Company may be exposed to. The Audit Committee and the board also periodically review the
risk management assessment and minimization procedures.
The board takes responsibility for the overall process of risk management in the
organization. Through Enterprise Risk Management Programme, business units and corporate
functions address opportunities and attend the risks with an institutionalized approach
aligned to the Company's objectives. This is facilitated by internal audit. The business
risk is managed through cross functional involvement and communication across businesses.
A Risk Management Policy adopted by the board in this regard includes identification of
elements of risks which mainly covers strategic risk, operational risk, financial risk and
hazardous risks which can be accessed from the website of the Company at the following web
link: https://arfin. co.in/pdf/policies-disclosures/vigil-mechani smpolicy.pdf
More details on the risk and concern factors have been given in the management
discussion and analysis report.
32. Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, with
respect to the director's responsibility statement, it is hereby stated: a. that in the
preparation of the annual financial statements for the year ended on March 31, 2026, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
b. that such accounting policies as mentioned in notes to the financial statements have
been selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as on March 31, 2026 and of the profit of the Company for the year ended on that
date;
c. that proper and sufficient care has been taken 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. that the annual financial statements both on Standalone and Consolidated basis for
the year ended on March 31, 2026 have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively; and
f. that the system to ensure the compliances with the provisions of all applicable laws
was in place and were adequate and operating effectively.
33. Disclosure u/s 164(2) of the Companies Act,
2013
On the basis of the written representations received from the Directors as on March 31,
2026 and taken on record by the Board of Directors, none of Directors is disqualified as
on March 31, 2026 from being appointed as a Director in terms of Section 164(2) of the
Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification
of Directors) Rules, 2014.
34. Transfer of Amount(s) and Shares to the Investor Education and Protection Fund
Section 124 of the Companies Act, 2013 mandates that companies shall transfer
dividend(s) that remain unpaid or unclaimed for a period of seven years, from the unpaid
dividend account to the Investor Education and Protection Fund.
During the year, the Company has transferred the unclaimed and un-encashed dividends of
Rs. 2,13,130 related to financial year 2017-18 to IEPF as per the requirements of the
IEPF Rules
Information about unclaimed / unpaid dividends and unclaimed shares to be transferred
to IEPF is provided
in the notes to the Notice of AGM.
Dividends due for transfer to IEPF
Details of dividends that are due for transfer to IEPF for the next 7 (seven) years on
their respective due dates, are mentioned below:
Financial year Ended |
Rate (%) |
Dividend per share (Rs.) |
Date of declaration |
Last date for claiming |
Due date for transfer |
| 31.03.2026 (Interim Dividend) |
11 |
0.11 |
11/11/2025 |
11/12/2032 |
11/01/2033 |
35. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
The particulars as to conservation of energy, technology absorption and foreign
exchange earnings and outgo required to be disclosed in terms of Section 134 of the
Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 have been given
separately as Annexure 2.
36. Extract of Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of the Annual Return as at March 31, 2026 on its website at
https://arfin.co.in/ investors/annual-return. By virtue of amendment to Section 92(3) of
the Companies Act, 2013, the Company is not required to provide extract of Annual Return
(Form MGT-9) as part of the Board's Report.
37. Form AOC-2
Form AOC - 2 pursuant to clause (h) of sub Section (3) of Section 134 of the Companies
Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 for disclosure of
particulars of contracts / arrangements, if any, entered into by the Company with the
related parties as referred in Section 188(1) of the Companies Act, 2013 for financial
year ended March 31, 2026 is enclosed herewith as
Annexure 3.
38. Particulars of Employees and Remuneration
As required by the provisions of Section 197 of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended from time to time, the particulars are set out in
Annexure 4.
39. Secretarial Audit Report
The Secretarial Audit Report given by Mr. Kamlesh M. Shah, proprietor of M/s. Kamlesh
M. Shah & Co., Practicing Company Secretary, for the financial year ended on March 31,
2026 is enclosed herewith as Annexure 5.
40. Auditors Certificate on Corporate Governance
A certificate from Statutory Auditors of the Company regarding compliance of conditions
of corporate governance as stipulated under the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure
6.
41. Other Disclosures
1. There are no proceedings, either filed by Arfin or filed against Arfin, pending
under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law
Tribunal or other courts during the financial year 2025-2026.
2. There was no instance of onetime settlement
with any Bank or Financial Institution.
42. Acknowledgments
Your Directors wish to convey their appreciation to all the employees of the Company
for their enormous efforts as well as their collective contribution, co-operation, active
participation and professionalism as all such things have collectively made the Company's
growth possible.
The Directors would also like to thank the Shareholders, Customers, Dealers, Suppliers,
Bankers, Government, Regulatory Authorities and all other Business Associates for their
continuous support to the Company and their confidence in its management. Finally, the
Directors thank you all for your continued trust and support.
Registered Office |
For and on Behalf of Board of Directors |
| Plot No.117, Ravi Industrial Estate, |
For Arfin India Limited |
| Behind Prestige Hotel, Billeshwarpura, |
|
| Chhatral, Gandhinagar-382729-Gujarat, India |
|
|
Mahendra R. Shah |
CIN: L65990GJ1992PLC017460 |
(Chairman & Whole Time Director) |
Tel. No.: +91 2764 232621 |
(DIN: 00182746) |
| Email: investors@arfin.co.in |
|
| Website: www.arfin.co.in |
|
|
Place: Chhatral |
|
Date: August 11, 2026 |
|