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Arnav Corporation Ltd.

BSE: 531467 Sector: Others
NSE: N.A. ISIN Code: INE647D01014
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VOLUME 19383
52-Week high 4.37
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Mkt Cap.(Rs cr) 27.63
Buy Price 0.00
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Sell Price 3.09
Sell Qty 1488203.00
OPEN 3.09
CLOSE 3.15
VOLUME 19383
52-Week high 4.37
52-Week low 1.25
P/E
Mkt Cap.(Rs cr) 27.63
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.09
Sell Qty 1488203.00

Arnav Corporation Ltd. (ARNAVCORP) - Director Report

Company director report

To

The Members

Arnav Corporation Limited

Your Directors are pleased to present the Twentieth Eight Annual Report on the businessand operations of the Company and statement of accounts for the year ended 31stMarch 2015.

1. FINANCIAL RESULTS:

During the year the performance of the Company is as under:

Particulars Current Year 31-03-2015 Previous Year 31-03-2014
(Rs.) (Rs.)
Revenue from Operations 104500100 32645049
Other Income - -
Total Income 104500100 32645049
Less: Total Expenses 104223207 (32696241)
Profit/ Loss Before Taxation 276893 (51192)
Less: Provision for Tax 58584

-

Deferred Tax 85561 (15819)
Profit After Taxation 132748 (35373)

2. OPERATION AND BUSINESS PERFORMANCE:

Your Company has had a phenomenal year with both top line and bottom line soaring tonew levels. Your company registered revenue of Rs. 104500100/- which was three timeshigher than the last years revenue which stood at Rs. 32645049/-. Further the companyrecorded net after tax profit of Rs. 132 748/- against a loss of Rs. 35373/- in theprevious year. Your company shall endeavour to improve the margins and increase therevenues in the current year.

3. DIVIDEND:

In light of the encouraging performance and bright future prospects the Board hasdecided to preserve the resources for any business requirements. Hence the Board has notrecommended dividend.

4. TRANSFER TO RESERVE:

Your Company has not transferred any amount to Reserves in the year under review.

5. SHARE CAPITAL STRUCTURE:

The paid up Equity Share Capital as at 31st March 2015 stood at Rs. 894209580/-consisting of 89420958 Equity Shares of Rs. 10/- each fully paid up.

Details of issue of shares in the current financial year are as under:

Sr. No. Date of issue Particulars No. of Shares Issue Price
1 April 01 2014 Opening balance 45162100 N.A
2. October 21 2014 Bonus issue (49:50) 44258858 N.A
3. March 31 2015 Closing Balance 89420958 N.A

During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on 31stMarch 2015 none of the Directors of the Company hold instrument convertible into equityshares of the Company.

6. DEPOSIT:

During the year under the review the Company has neither invited nor accepted depositfrom the public.

7. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Sub- Section (3) of Section 92 of the Companies Act 2013 is includes in thisReport as Annexure-A and forms an integral part of this Report.

8. DIRECTORS:

a. RETIREMENT BY ROTATION

In terms of Section 152 of the Companies Act 2013 Mr. Jayesh Shah ExecutiveDirector would retire by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment.

b. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Dhiren Negandhi has been the Managing Director of the Company since 14th December2012 and pursuant to the terms of his appointment his tenure as Managing Director will endon 13th December 2015. The Board of Directors on the recommendation ofNomination and Remuneration Committee proposes to re-appoint Mr. Dhiren Negandhi asManaging Director of the Company for a period of five years effective from 14thDecember 2015 to 13th December 2020.

Further Board of Directors of the Company has proposed to appoint Mr. Gopal Vyas andMr. Nitin Shanichara as Independent Directors of the Company for a period of five years.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the declaration ofIndependence as required under Section 149(7) of the Companies Act 2013 confirming thatthey meet criteria of independence under Section 149(6) of the Companies Act 2013 andClause 49 of the Listing Agreement.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually and collectively. A structured questionnaire wasprepared after taking into consideration of the various aspects of the Board’sfunctioning.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

11. NUMBER OF MEETINGS OF THE BOARD

Board meets regularly to make and review policies board’s role functions andresponsibility. There were six meetings of the Board of Directors held during the yearFinancial Year 20142015 and details description for the meeting of the committee andothers meeting is given in the Corporate Governance Report form part of this AnnualReport.

12. NOMINATION AND REMUNERATION POLICY

Pursuant to the Provision of the Section 178 of the Companies Act 2013 and Clause 49of the Listing Agreement the Board of Directors has framed a policy which lays down aframework in relation to remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. This policy also lays down criteria for selection andappointment of Board Members. The Nomination and Remuneration Policy is forms part of thisreport as Annexure-B. The details of this policy cum terms of reference andcommittee are explained in the Corporate Governance Report.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Provisions of Section 134(3) (C) read with Section 134(5) of the Companies Act 2013 with respect to the Directors Responsibility Statement itis hereby confirmed that:

A. in preparation of Annual Accounts for the financial year ended 31stMarch 2015 the applicable accounting standards read with the requirements set out underSchedule III to the Companies Act 2013 have been followed along with proper explanationrelating to material departures if any;

B. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2015 and theprofit of the Company for the year ended on that date;

C. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

D. the Directors had prepared the accounts for the financial year ended 31stMarch 2015 on "going concern" basis;

E. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively ; and

F. the Directors had devised proper systems to ensure Compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

14. AUDITORS AND AUDIT REPORTS

a. Statutory Audit

M/s. Shiv Pawan & Co Chartered Accountants Chartered AccountantsStatutory Auditors of the Company having Firm Registration No: 120121W have expressedtheir inability to continue as the statutory auditors of the company due to othercommitments.

The Board in consultation with the audit committee proposes to appoint M/s VermaMehta and Associates (Firm Registration No.: 112118W) as the statutory auditors of theCompany for a period of five years from the conclusion of this AGM till the conclusion ofthirty third AGM subject to the ratification of their appointment by members in everyAGM.

b. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Board of Directors has appointed M/s. Mayank Arora & Co. PracticingCompany Secretaries to undertake the Secretarial Audit of the Company for the financialyear 2014-15. The Secretarial Audit Report as issued by the Secretarial Auditor of theCompany as forms part of this report as Annexure-C.

15. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

The Company does not have any subsidiary and associate Company.

The Statement in the prescribed format AOC-1 pursuant to Section 129(3) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 related to theassociate Companies and Joint Ventures is annexed as "Annexure-D" tothis report.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:

Company has not made any Investments or given any Loans or Guarantees covered under theprovisions of Section 186 of the Companies Act 2013.Enclosed Annexure-E.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Generally related party transactions entered by the company are at arm’s lengthprice and in the ordinary course of business. All related party transactions are placed inthe meetings of Audit Committee and the Board of Directors for their necessary review andapproval.

Disclosures pursuant to Accounting Standards (AS 18) on related party transactions havebeen made in the notes to the Financial Statements and the policy on dealing with RelatedParty Transactions has been uploaded on the company’s website.

Further during the financial year your Company has not entered into any materialtransaction with any of its related parties which may have potential conflict with theinterest of the Company at large. Enclosed as "Annexure-F" to thisreport.

18. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes or transactions between the end of the financial year ofthe Company to which the financial statements relate and the date of the report thatcould affect the financial position of the Company.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated Whistle Blower Policy in conformity with clause 49 of theListing Agreement executed with the stock exchange to provide a mechanism for anyconcerned person of the Company to approach the chairman of Audit Committee of the Companyfor the purpose of dealing with instance of fraud and mismanagement if any and also toensure that whistleblowers are protected from retribution whether within or outside ofthe organization.

20. INTERNAL FINANCIAL CONTROL:

The Company has adequate system of internal financial control to safeguard and protectfrom loss unauthorized use or disposition of its assets. All the transactions areproperly authorised recorded and reported to the management. The company is following allthe applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company also checks andverifies the internal financial control and monitors them.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

Pursuant to section 134 (3) (m) of the Companies Act 2013 read with Rule 8 (3) of theCompanies (Accounts) Rules 2014 the following information is provided:

a. Conservation of Energy:

The Company is not an energy intensive unit hence alternate source of energy may notbe feasible. However regular efforts are made to conserve the energy.

b. Technology Absorption:

The company is conscious of implementation of the latest technologies in key workingareas. Technology is ever changing and employees of the company are made aware of thelatest working techniques and technologies through workshops group e-mails anddiscussion sessions for optimum utilization of available resources and to improveoperational efficiency.

Your Company is not engaged in manufacturing activities therefore certain disclosureson technology absorption and conservation of energy etc. are not applicable.

There is no expenditure on Research and Development and no earnings or out go offoreign currency.

22. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that wouldimpacts the going concern status of the Company and its future operations.

23. CORPORATE SOCIAL RESPONSIBILITY:

As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the regulators made the Corporate to take the part in society development by fixingthe criteria in the provision of the statutory laws. Since your Company does not fit inthe criteria as set under the Companies Act 2013 it is not required to form a CSRpolicy CSR Committee and spend on CSR activities.

However the Board of Directors periodically review the applicability of the saidregulations.

24. CORPORATE GOVERNANCE REPORT:

Your Company is committed to good Corporate Governance Practice and following to theguidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company hasimplemented all of its major stipulations as applicable to the Company. The StatutoryAuditor's Certificate dated August 30 2015 in accordance with Clause 49 of the ListingAgreement and report on Corporate Governance is annexed to Report on Corporate Governance.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the Clause 49 of the Listing Agreement the Management Discussion andAnalysis Report as required under Clause 49 of the Listing Agreement is presented in aseparate section forming part to the this Annual Report.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The company has not employed any person drawing remuneration in excess of limitsprescribed under Rules 5 (2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

27. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has also put in place a Code of Conduct for Prevention of Insider Trading"code". The necessary Preventive actions including Closure of Trading Windowaround the time of any price sensitive events or information are taken. All Directorshave given declaration affirming compliance with the said code for the year ended 31stMarch 2015. The code has been uploaded on the Company’s website.

28. HUMAN RESOURCES AND INDUSTRIAL RELATION:

Your Company believes that its employees are one of the most valuable assets of theCompany. The employees are deeply committed to the growth of the Company and the Companytakes pride in the commitment competence and dedication shown by its employees in allareas of business.

29. FAMILIARIZATION PROGRAMME WITH INDEPENDENT DIRECTORS:

The Company organizes various programs and presentations for the Board of Directors inorder to familiarize them with their roles rights responsibilities in the companynature of industry in which it operates business model of the company and relatedmatters. Details of such program are available on the company’s website.

30. ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistancesupport and co-operations received from Banks Authorities and Shareholders during theyear under review.

Your Directors would also like to take this opportunities to express theirappreciation for the contribution made by the employees at all levels. Your Directorsalso wish to thanks its customers dealers agents and suppliers investors for theircontinued supports and faith reposed in the Company.

For and on behalf of the Board of Directors
Sd/-
Dhiren Negandhi
Date: 5th September 2015 Chairman & Managing Director
Place: Mumbai DIN: 03385812

ANNEXURE-A

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I REGISTRATION & OTHER DETAILS:

i CIN L74900MH1987PLC044592
ii Registration Date 07-09-1987
iii Name of the Company Arnav Corporation Limited
iv Category/Sub-category of the Company Company Limited by Shares/ India Non - Government Company
v Address of the Registered office & contact details 101 C Wing Ambika Darshan
C P Road Kandivali (East) Mumbai- 400 101.
E-mail:- corp.arnav@gmail.com
Website: - www.arnavcorp.com
Phone: - +91-022-64501225/24
vi Whether listed company Listed on BSE Limited
vii Name Address & contact details of the Registrar & Transfer Agent if any. Universal Capital Securities Pvt. Ltd.
21 Shakil Niwas Opp. Satya Saibaba Temple
Mahakali Caves Road Andheri (E) Mumbai- 400093.
Tel No.: 022-28257641/28207203-05
Email: karlekar@unisec.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

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

Sr. No. Name and description of main Product/Services NIC code of the Product/Service % to the total turnover of the Company
1 Non-Specialized Wholesale trade 46909 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES-

Sr. No. Name and Address of the Company CIN/ GLN Holding / Subsidiary / Associate % of shares held Applicable Section
Not Applicable

ANNEXURE-B

NOMINATION AND REMUNERATION POLICY

Our policy on the appointment and remuneration of directors and key managerialpersonnel provides a framework based on which our human resources management aligns theirrecruitment plans for the strategic growth of the Company. The nomination and remunerationpolicy is provided herewith pursuant to section 178(4) of the Companies Act 2013 andClause 49(IV) (B) (4) of the Listing Agreement.

Introduction

The Company considers human resources as its invaluable assets. This policy onnomination and remuneration of Directors Key Managerial Personnel (KMPs) SeniorManagement Personnel (SMP) has been formulated in terms of the provisions of the CompaniesAct 2013 and the listing agreement in order to pay equitable remuneration to theDirectors KMPs and employees of the Company and to harmonize the aspirations of humanresources consistent with the goals of the Company.

Definitions:-

• "Board":- Board means Board of Directors of the Company as constitutedfrom time to time.

• "Director":- Director means Directors of the Company.

• "Committee":- Committee means Nomination and Remuneration Committee ofthe Company as constituted or reconstituted by the Board from time to time.

• "Company":- Company means Arnav Corporation Limited.

• "Independent Director":- As provided under Clause 49 of the ListingAgreement and/or under the Companies Act 2013 ‘Independent Director5shall mean a Non Executive Director other than a Nominee Director of the Company:

a. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

b. (i) who is or was not a promoter of the Company or its holding subsidiary orassociate Company;

(ii) who is not related to promoters or Directors in the Company its holdingsubsidiary or associate Company;

c. apart from receiving Director's remuneration has or had no pecuniary relationshipwith the Company its holding subsidiary or associate Company or their promoters orDirectors during the two immediately preceding financial years or during the currentfinancial year;

d. none of whose relatives has or had pecuniary relationship or transaction with theCompany its holding subsidiary or associate Company or their promoters or Directorsamounting to two percent. or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

e. who neither himself nor any of his relatives

i. holds or has held the position of a Key Managerial Personnel or is or has beenemployee of the Company or its holding subsidiary or associate Company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

ii. is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of . A. a firm of Auditors or Company Secretaries in practice or Cost Auditorsof the Company or its holding subsidiary or associate Company; or B. any legal or aconsulting firm that has or had any transaction with the Company its holding subsidiaryor associate Company amounting to ten per cent or more of the gross turnover of such firm;

iii. holds together with his relatives two per cent or more of the total voting powerof the Company; or

iv. is a Chief Executive or Director by whatever name called of any non profitorganisation that receives twenty five per cent or more of its receipts from the Companyany of its promoters Directors or its holding subsidiary or associate Company or thatholds two per cent or more of the total voting power of the Company;

v. is a material supplier service provider or customer or a lesser or lessee of theCompany;

f. who is not less than 21 years of age.

^Key Managerial Personnel":- Key Managerial Personnel (KMP)means-

i. the Chief Executive Officer or the Managing Director or the Manager;

ii. the Company Secretary;

iii. the Whole Time Director;

iv. the Chief Financial Officer; and

v. such other officer as may be prescribed under the applicable statutory provisions/regulations.

"Senior Management Personnel":- The expression‘‘Senior Management Personnel" (SMP) means personnel of the Company who aremembers of its core management team excluding Board of Directors comprising all members ofmanagement one level below the Executive Directors including the functional heads.

Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.

Applicability :-

The Policy is applicable to:

• Directors (Executive and Non Executive)

• Key Managerial Personnel (KMP)

• Senior Management Personnel (SMP)

Purpose:-

The primary objective of the Policy is to provide a framework and set standards for thenomination remuneration and evaluation of the Directors KMP and officials comprising theSMP. The Company aims to achieve a balance of merit experience and skills amongst itsDirectors KMP and SMP.

Accountabilities:-

i. The Board is ultimately responsible for the appointment of Directors and KMP.

ii. The Board has delegated responsibility for assessing and selecting the candidatesfor the role of Directors KMP and the SMP of the Company to the Nomination andRemuneration Committee which makes recommendations and nominations to the Board.

Nomination and Remuneration Committee:-

a) Objectives of the Committee

The Committee shall:

i. Formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration of Directors KMP and other employees.

ii. Formulation of criteria for evaluation of Independent Director and the Board

iii. Devising a policy on Board diversity.

iv. Identify persons who are qualified to become Director and persons who may beappointed in KMP and SMP positions in accordance with the criteria laid down in thispolicy.

v. Recommend to the Board appointment and removal of Director KMP and SMP.

b) Constitution of the Committee

i. The Board has the power to constitute/ reconstitute the Committee from time to timein order to make it consistent with the Company’s policy and applicable statutoryrequirement.

ii. The Nomination and Remuneration Committee comprises of the following:

a. The Committee shall consist of a minimum three (3) non-executive directors majorityof them being independent.

b. Minimum two (2) members shall constitute a quorum for the Committee meeting.

c. Membership of the Committee shall be disclosed in the Annual Report.

d. Term of the Committee shall be continued unless terminated by the Board ofDirectors.

CHAIRMAN:

a) Chairman of the Committee shall be an Independent Director.

b) Chairman of the Company may be appointed as a member of the Committee but shall notbe a Chairman of the Committee.

c) In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer theshareholders’ queries.

COMMITTEE MEMBERS5 INTERESTS:

a) A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

VOTING:

a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

b) In the case of equality of votes the Chairman of the meeting will have a castingvote.

Appointment of Directors/ KMP?s/ SMP :-

a) General Appointment Criteria:

i. The Committee shall consider the ethical standards of integrity and probityqualification expertise and experience of the person for appointment as Director KMP orat Senior Management level and accordingly recommend to the Board his/ her appointment.

ii. The Company should ensure that the person so appointed as Director/ IndependentDirector/ KMP/ SMP shall not be disqualified under the Companies Act 2013 rules madethereunder Listing Agreement or any other enactment for the time being in force. iii. TheDirector/ Independent Director/ KMP/ SMP shall be appointed as per the procedure laid downunder the provisions of the Companies Act 2013 rules made thereunder Listing Agreementor any other enactment for the time being in force.

b) Additional Criteria for Appointment of Independent Directors:

The Committee shall consider qualifications for Independent Directors as mentioned inherein earlier under the head ‘Definitions’ and also their appointment shall begoverned as per the provisions of Clause 49 of the Listing Agreement (as amended from timeto time) and Companies Act 2013.

c) Term/ Tenure :

The Term/ Tenure of the Directors shall be governed as per provisions of the CompaniesAct 2013 and rules made thereunder as amended from time to time.

d) Removal :

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations or any otherreasonable ground the Committee may recommend to the Board for removal of a Director KMPor SMP subject to the provisions and compliance of the said Act rules and regulations.

e) Letters of Appointment :

Each Director/ KMP/ SMP is required to sign the letter of appointment with the Companycontaining the terms of appointment and the role assigned in the Company.

Criteria for Evaluation/ Assessment of Directors/ KMP’s/ SMP of the Company:-

The evaluation/ assessment of the Directors KMPs and the SMP’s of the Company isto be conducted on an annual basis and to satisfy the requirements of the ListingAgreement.

a) Executive Directors :

The following criteria may assist in determining how effective the performances of theDirectors/ KMPs/ SMP have been:

Leadership and stewardship abilities;

Contributing to clearly define corporate objectives and plans;

Communication of expectations and concerns clearly with subordinates;

Obtain adequate relevant and timely information from external sources;

Review and approval achievement of strategic and operational plans objectivesbudgets;

Regular monitoring of corporate results against projections;

Identify monitor and mitigate significant corporate risks;

Assess policies structures and procedures;

Direct monitor and evaluate KMPs Senior Officials;

Review management’s succession plan;

Effective meetings;

Assuring appropriate board size composition independence structure;

Clearly defining roles and monitoring activities of committees;

Review of corporation’s ethical conduct.

Evaluation on the aforesaid parameters will be conducted by the Independent Directorsfor each of the Executive/ Non-Independent Directors in a separate meeting of theIndependent Directors.

b) Non-Executive Directors :

The Non Executive Directors shall be evaluated on the basis of the following criteriai.e. whether they:

Act objectively and constructively while exercising their duties;

Exercise their responsibilities in a bona fide manner in the interest of theCompany; devote sufficient time and attention to their professional obligations forinformed and balanced decision making;

Do not abuse their position to the detriment of the Company or its shareholders orfor the purpose of gaining direct or indirect personal advantage or advantage for anyassociated person;

Refrain from any action that would lead to loss of his independence;

Inform the Board immediately when they lose their independence;

Assist the Company in implementing the best Corporate Governance practices;

Strive to attend all meetings of the Board of Directors and the Committees;

Participate constructively and actively in the Committees of the Board in which theyare Chairpersons or members;

Strive to attend the general meetings of the Company;

Keep themselves well informed about the Company and the external environment inwhich it operates;

Do not to unfairly obstruct the functioning of an otherwise proper Board orCommittee of the Board;

Moderate and arbitrate in the interest of the Company as a whole in situations ofconflict between management and shareholder’s interest.

Abide by Company’s Memorandum and Articles of Association Company’spolicies and procedures including code of conduct insider trading guidelines etc.

The Executive Director/ Non-Independent Directors along with the Independent Directorswill evaluate/ assess each of the Independent Directors on the aforesaid parameters. Onlythe Independent Director being evaluated will not participate in the said evaluationdiscussion.

Remuneration of Directors KMP's and SMP

The guiding principle is that the level and composition of remuneration shall bereasonable and sufficient to attract retain and motivate Directors KMP and other SMP.The Directors KMP and other SMP’s salary shall be based and determined on theindividual person’s responsibilities and performance and in accordance with thelimits as prescribed statutorily if any.

The Nomination and Remuneration Committee determines individual remuneration packagesfor Directors KMP and SMP of the Company taking into account factors it deems relevantincluding but not limited to market business performance and practices in comparableCompanies having due regard to financial and commercial health of the Company as well asprevailing laws and government/ other guidelines. The Committee consults with the Chairmanof the Board as it deems appropriate. Remuneration of the Chairman is recommended by theCommittee to the Board of the Company. The remuneration should also involve a balancebetween fixed and incentive pay reflecting short and long-term performance objectivesappropriate to the workings of the Company and its goods:

I. Director/ Managing Director

a. Base Compensation (fixed salaries):

Must be competitive and reflective of the individual’s role responsibility andexperience in relation to performance of day-to-day activities usually reviewed on anannual basis; (includes salary allowances and other statutory/ non-statutory benefitswhich are normal part of remuneration package in line with market practices).

b. Variable salary:

The Nomination and Remuneration Committee may in its discretion structure any portionof remuneration to link rewards to corporate and individual performance fulfillment ofspecified improvement targets or the attainment of certain financial or other objectivesset by the Board. The amount payable is determined by the Committee based on performanceagainst pre-determined financial and nonfinancial metrics.

II. Non Executive Independent Directors

The Independent Directors shall not be entitled to any stock option and may receiveremuneration by way of fee for attending meetings of the Board or Committee thereof or forany other purpose as may be decided by the Board and profit related commission as may beapproved by the Members. The sitting fee to the Independent Directors shall not be lessthan the sitting fee payable to other Directors provided that the amount of such feesshall be subject to ceiling/ limits as provided under Companies Act 2013 and rules madethereunder or any other enactment for the time being in force.

The remuneration payable to the Directors shall be as per the Company’s policy andshall be valued as per the Income Tax Rules.

III. KMPs/ SMP etc:

The remuneration payable to the KMP and the SMP shall be as may be decided by the Boardhaving regard to their experience leadership abilities initiative taking abilities andknowledge base and governed by the limits if any prescribed under the Companies Act 2013and rules made thereunder or any other enactment for the time being in force.

Policy on Board diversity:-

The Board of Directors shall have the optimum combination of Directors from thedifferent areas/ fields like Production Management Quality Assurance Finance Sales andMarketing Supply chain Research and Development Human Resources etc. or as may beconsidered appropriate.

The Board shall have at least one Board member who has accounting or related financialmanagement expertise and at least three members who are financially literate.

ANNEXURE-C

Secretarial Audit Report

[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014)

FOR THE FINANICAL YEAR ENDED 31ST MARCH 2015

To

The Members

ARNAV CORPORATION LIMITED

Office No. 101 C Wing

Ambika Darshan C P Road

Kandivali —East

Mumbai - 400 101.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate governance practice by M/s ArnavCorporation Limited (hereinafter called "the Company"). Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s Books Papers Minutes Books Forms andReturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe financial year ended 31st March 2015 complied with the statutory provisions listedhereunder and also that the Company has proper Board processes and compliance mechanism inplace to the extent in the manner and subject to the reporting made hereinafter.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s Arnav Corporation Limited ("the Company") forthe financial year ended on 31st March 2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder for specifiedsections notified and came into effect from 12th September 2013 and sections and Rulesnotified and came into effect from 1st April 2014;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment and Overseas Direct Investment (not applicableto the Company during the Audit Period);

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Regulations 2009 and The Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations 2014 notified on 28th October 2014(not applicable to the Company during the Audit period);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (not applicable to the Company during the Audit period);

f. The Securities and Exchange Board of India (Registrar to an Issue and Share TransferAgents) Regulations 1993 (not applicable to the Company during the Audit period) and

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (not applicable to the Company during the Audit period) and;

vi. Other Laws applicable to the Company as per the representations made by theCompany. I have also examined compliance with the applicable clause of the following:

a. Secretarial Standards issued by The Institute of Company Secretaries of India. (notnotified hence not applicable the Company during the Audit Period); and

b. The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited.

During the period under review and as per the explanations and representations made bythe management and subject to clarifications given to usthe Company has complied with theprovisions of the Act Old Act Rules Regulations Guidelines Standards etc. mentionedabove.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members5 views ifany are captured and recorded as part of the minutes. Further the Company is in theprocess of appointing a whole time Company Secretary and filing necessary Forms &Returns.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

This report is to be read with my letter of even date which is annexed as Annexure Iand form an integral part of this report.

For Mayank Arora & Co.
Sd/-
Date: 5th September 2015 Mayank Arora
Place: Mumbai Proprietor

Annexure I

To

The Members

ARNAV CORPORATION LIMITED

Office No. 101 C Wing Ambika Darshan

C P Road Kandivali —East

Mumbai - 400 101

My report of even date is to read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provided areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBook of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulation standards is the responsibility of management. My examination was limited tothe verification of procedures on the test basis.

6. The Secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the Company.

7. I have reported in my audit report only those non-compliance especially inrespect of filing of applicable forms/documents which in my opinion are material andhaving major bearing on financials of the Company.

For Mayank Arora & Co.
Sd/-
Date: 5th September 2015 Mayank Arora
Place: Mumbai Proprietor

Annexure—D

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part "A"- Subsidiaries

Sr. No. Particulars Details
1 Name of the subsidiary
2 Reporting period for the subsidiary concerned if different from the holding company’s reporting period
3 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries
4 Share capital
5 Reserves & surplus
6 Total assets
7 Total Liabilities N.A
8 Investments
9 Turnover
10 Profit before taxation
11 Provisions for taxation
12 Profit after taxation
13 Proposed Dividend
14 % of shareholding

Part "B"- Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act 2013 related to AssociatesCompanies and Joint Ventures:

Particulars Details
Name of associates/ Joint Ventures
Latest Audited Balance Sheet Date
Shares of Associates/ Joint Ventures held by the Company on the year end
No. of Shares
Amount of Investment in Associates/ Joint Ventures
Extend of Holding%
Description of how there is significant influence N.A
Reason why the associates/joint ventures is not consolidated
Net worth attributable to shareholding as latest audited Balance Sheet
Profit/Loss for the year
• Considered in Consolidation
• Not Considered in Consolidation

 

For and on behalf of the Board of Directors
Sd/-
Dhiren Negandhi
Date: 5th September 2015 Chairman & Managing Director
Place: Mumbai DIN: 03385812

Annexure—E

Particulars of Loans Guarantees and Investments under Section 186 of the CompaniesAct 2013

Amount outstanding as at March 31 2015
Particulars Amount (in Rs.)
Loans given 0
Guarantee given 0
Investments made 0

Loans Guarantees and Investments made:

Name of the Entity Relation Amount (in Rs.) Particulars of Loan Guarantee and Investment Purpose for which the loans guarantee and investments are proposed to be utilized
N.A N.A N.A N.A N.A

 

For and on behalf of the Board of Directors
Sd/-
Dhiren Negandhi
Date: 5th September 2015 Chairman & Managing Director
Place: Mumbai DIN: 03385812

Annexure—F

Form No. AOC-2

(Pursuant to Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no such contracts or arrangements or transactions entered with relatedparties which were not at arm?s length during the year ended 31stMarch 2015.

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis:

There were no such material contracts or arrangement or transactions entered withrelated parties which were not at arm’s length during the year ended 31stMarch 2015.

For and on behalf of the Board of Directors
Sd/-
Dhiren Negandhi
Date: 5th September 2015 Chairman & Managing Director
Place: Mumbai DIN: 03385812

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