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Arshiya Ltd.

BSE: 506074 Sector: Others
NSE: ARSHIYA ISIN Code: INE968D01022
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OPEN 21.30
CLOSE 20.85
VOLUME 43308
52-Week high 39.44
52-Week low 18.85
P/E
Mkt Cap.(Rs cr) 574
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Arshiya Ltd. (ARSHIYA) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits the reports of the business andoperations of your Company ("the Company" or 'Arshiya Limited") alongwiththe audited financial statements for the financial year ended 31st March2021. The consolidated performance of the Company and its subsidiaries have been referredto wherever required.

1. FINANCIAL HIGHLIGHTS:

(Rs. in lakhs)

Particulars

Standalone

Consolidated

Financial Year Ended 31.03.2021 Financial Year Ended 31.03.2020 Financial Year Ended 31.03.2021 Financial Year Ended 31.03.2020
Income from Operations 6720.59 23868.15 22064.03 29448.35
Total Expenditure 2479.72 7793.95 13500.23 20040.47
Operating Profit/(Loss) 4240.87 16074.20 8563.80 9407.88
Other Income 1833.15 1229.28 5389.11 1317.06
Profit before interest finance cost depreciation amortization exceptional item and tax 6074.02 17303.48 13952.91 10724.94
Finance Cost 14812.38 13122.32 38460.21 33625.39
Cash Profit/(Loss) (8738.36) 4181.16 (24507.30) (22900.45)
Depreciation and Amortization Expenses 1289.67 1571.09 12082.76 14284.97
Profit/(Loss) Before Exceptional Items Prior Period Adjustment and Tax (10028.03) 2610.07 (36590.06) (37185.42)
Exceptional Items (Net) - 108062.25 - 7810.00
Profit/(Loss) Before Tax (10028.03) (105452.18) (36590.06) (44995.42)
Tax Expenses - 1102.96 8.64 1109.93
Net Profit/(Loss) After Tax from Continuing Operations (10028.03) (106555.14) (36598.70) (46105.35)
Net Profit/(Loss) After Tax from Discontinuing Operations

-

-

(224.44) (111.10)
Net Profit/(Loss) After Tax (10028.03) (106555.14) (36823.14) (46216.45)
Add: Other Comprehensive Income (Items that will not be re classified to profit and loss) 1.93 26.35 14.45 55.26
Total Comprehensive Income carried to other Equity (10026.10) (106528.79) (36808.69) (46161.19)

2. RESULTS OF OPERATIONS:

Standalone:

During the year under review your Company has reported a standalonetotal income of ' 6720.59 Lakhs as compared to ' 23868.15 Lakhs for the previous year.Further your Company has reported loss of (' 10028.03 Lakhs) as compared to the loss of(' 106555.14 Lakhs) in previous year.

Consolidated:

During the year under review your Company has reported a consolidatedtotal income of ' 22064.03 Lakhs as compared to ' 29448.35 Lakhs for the previous year.Further your Company has reported loss after tax of (' 36823.14 Lakhs) as compared tothe loss of (' 46216.45 Lakhs) in previous year.

3. DIVIDEND:

In view of the losses incurred by the Company your Directors have notrecommended any dividend for the financial year ended 31st March 2021.

4. CHANGE IN CAPITAL STRUCTURE:

The Authorised Share Capital of your Company is ' 605000000/-(Rupees Sixty Crores Fifty Lakh only) divided into 287500000 (Twenty Eight CroresSeventy Five Lakh) Equity Shares of ' 2/- (Rupees Two only) each and 3000000 (ThirtyLakhs Only) Zero Percent Optionally Convertible Redeemable Preference Shares of ' 10/-(Rupees Ten Only).

Further your Company has allotted equity shares on conversion of Zeropercent Optionally Convertible Redeemable Preference Shares (OCRPS) and under ESOP Scheme2019 during the year. The details of changes in capital structure forms part of corporategovernance section of this Annual Report.

5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTSBY COMPANY:

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to FinancialStatements under this report.

6. DEPOSITS:

During the year under review your Company did not accept any depositsin terms of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014. No amounts were outstanding which were classified as 'Deposits'under the applicable provisions of Companies Act 2013 as on the date of Balance Sheet andhence the requirement for furnishing of details of deposits which are not in compliancewith the Chapter V of the Companies Act 2013 is not applicable.

7. MATERIAL CHANGES AND COMMITMENT - IF ANYAFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THEDATE OF THIS REPORT:

There has been no material change and commitment affecting thefinancial performance of the Company which occurred between the end of the financial yearof the Company to which the financial statements relate and the date of this Report.

8. SUBSIDIARIES AND ASSOCIATES COMPANIES:

As on 31st March 2021 the Company has 14 (fourteen)subsidiaries companies. Further that 4 (Four) out of the fourteen subsidiaries companiesnamely

(a) Arshiya Rail Infrastructure Limited

(b) Arshiya Northern FTWZ Limited

(c) Arshiya Lifestyle Limited and

(d) Arshiya Logistics Services Limited are identified to be theMaterial Subsidiaries in terms of listing regulations. There are no associates or jointventure Companies within the meaning of Section 2(6) of the Companies Act 2013("Act”).

Pursuant to the provisions of Section 129(3) of the Act a statementcontaining the salient features of financial statements of the Company's subsidiariesin Form AOC-1 is attached to the financial statements of the Company as an AnnexureI

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiaries areavailable on the website of the Company.http://www.arshiyalimited.com/annual-reports-subsidiaries.html

During the year following changes have taken place in the subsidiarycompanies.

Subsidiary Incorporated/Acquired/ Disposed off:

During the year under review your Company has neither incorporated anysubsidiary company nor any step-down subsidiary Company.

However The Board of Directors of the Company have approved theacquisition of entire equity share capital of AMD Business Support Services PrivateLimited Consequent to this and with effect from 08th April 2020 AMD BusinessSupport Services Private Limited has become a wholly owned subsidiary of the Company.

The Company has disposed off its entire equity holding in AMD BusinessSupport Services Private Limited ("Wholly Owned Subsidiary") AMD has ceased tobe the Company's wholly-owned subsidiary and has become a step down subsidiary of theCompany w.e.f. 13th August 2021.

The Company has incorporated a step down subsidiary namely ArshiyaDistribution Hub Private Limited (which is a wholly owned subsidiary of Arshiya LogisticsServices Limited.) on 02nd July 2021.

Mergers/Amalgamation/Demerger:

During the year under review National Company Law Tribunal (NCLT)Mumbai Bench vide its order dated 26th February 2021 convened meeting ofsecured creditors in connection with matter of Demerger between Arshiya Limited(‘Demerged Company') and Arshiya Rail Infrastructure Limited (‘ResultingCompany') and was approved by the secured creditors with requisite majority votes on20th March 2021. The matter is listed for further hearing on 6thSeptember 2021.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADEWITH RELATED PARTY(IES):

The contracts or arrangements with related parties which fall underthe scope of Section 134 (3)(h) and section 188 (1) of the Companies Act 2013 read withrule 8(2) of the Companies (Accounts) Rules 2014 are appended as an ‘Annexure II'in Form No. AOC -2 to the Boards Report.

All Related Party Transactions are presented to the Audit Committee andthe Board. Omnibus approval are obtained for the transactions which are foreseen andrepetitive in nature. A statement of all related party transactions is presented beforethe Audit Committee on a quarterly basis specifying the nature value and terms andconditions of the transactions. Further the details of the transactions with RelatedParty are provided in the Company's financial statements in accordance with the AccountingStandards.

10. BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL:

A. DIRECTORS:

In accordance with the provisions of Section 149 152 of the CompaniesAct 2013 (the Act) and such other applicable provisions of the Act and as per provisionsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which definesthe composition of the Board the Board of Directors of the Company have been constitutedin compliance with the said Sections.

Further at the time of appointment of an Independent Director theCompany issues a formal letter of appointment detailing their role and function in theCompany. The format of the letter of appointment is available on our website http://www.arshiyalimited.com/arshiya/assets/pdf/Appointment%20letters.pdf

As on the date of this report the Company's Board consists of thefollowing Independent Directors:

• Mr. Ashishkumar Bairagra

• Mr. Rishabh Shah

• Mrs. Manjari Kacker

• Mr. Ved Prakash

i. Appointment Reappointment and Resignation:

In accordance with the provisions of Section 152 of the Companies Act2013 and the Company's Articles of Association Mrs. Archana A Mittal Joint ManagingDirector retires by rotation at the ensuing Annual General Meeting and being eligible forappointment she has offered her consent for re-appointment. Your Board recommends herreappointment.

Brief details of the Director proposed to be Re - appointed as requiredunder Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in the notice of the Annual General Meeting and forms anintegral part of this Annual Report.

During the year under review Mr. Ved Prakash had joined the Board ofyour Company as an (Additional) Independent Director w.e.f. 27th June 2020 andsame has been approved at the 39th Annual General Meeting held on 25thday of September 2020 and Mr. T. S. Bhattacharya resigned as an Independent Directorw.e.f. 27th June 2020.

B. KEY MANAGERIAL PERSONNEL

As on 31st March 2021 Mr. Ajay S Mittal- ManagingDirector Mrs. Archana A Mittal- Joint Managing Director Mr. Dinesh Kumar Sodani - ChiefFinancial Officer and Mrs. Ratika Gandhi- Company Secretary and Compliance Officer are theKey Managerial Personnel of the Company in terms of Section 2(51) read with Section203(1) of the Companies Act 2013.

During the year under review Mrs. Ratika Gandhi was appointed asCompany Secretary & Compliance Officer w.e.f 12th February 2021 in lieu ofMrs. Yesha Maniar who was appointed as Company Secretary & Compliance Officer as on 25thAugust 2020 and resigned on 31st October 2020 and Mrs. Savita Dalal whoresigned as Company Secretary on 26th April 2020.

i. Declaration by Independent Directors

The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 to meet the criteria of theirIndependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

ii. Committees of the Board

The Board have Six Committees namely Audit Committee Nomination andRemuneration Committee Share Transfer Investor Grievances & Stakeholders RelationshipCommittee Corporate Social Responsibility Committee Committee of Directors and RiskManagement Committee*

*Risk Management Committee was constituted on 30th June2021.

A detailed note on Board and its committees is provided in thecorporate governance report section of this Annual Report.

iii. Board Diversity

The Company recognizes and embraces the importance of a diverse boardin its success. We believe that a truly diverse board will leverage difference in thoughtperspectives knowledge skill regional and industry experience cultural andgeographical background. The Board has adopted the Policy on Board Diversity which setsout the approach to diversity of the Board of Directors and the same is available on ourwebsite http://www.arshiyalimited.com/arshiya/assets/pdf/Policy%20on%20Board%20Diversity.pdf

iv. Number of meetings of the Board of Directorsof the Company:

During the year five meetings were held. The details of the meetings ofthe Board held during the financial year 202021 forms part of the Corporate GovernanceReport. Pursuant to Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 173 of the Companies Act 2013 the interveninggap between any two meetings should not exceed 120 days however relaxation were grantedby SEBI vide circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/38 dated 19th March2020 and Ministry of Corporate Affairs vide General Circular No. 11/2020 dated 24thMarch 2020 due to Covid- 19 pandemic.

The details of the number of meetings held and attended by eachDirector are provided in the Corporate Governance Report which forms part of this AnnualReport.

v. Policy on Director's Appointment andRemuneration

The current policy of Board of Directors of the Company has an optimumcombination of Promoter Directors and NonExecutive Independent Directors who have indepth knowledge of the business and industry. The composition of the Board is inconformity with the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and the Companies Act 2013.

The policy of the Company on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters as required under sub-section (3) of Section 178 of theCompanies Act 2013 is available on our websitehttp://www.arshiyalimited.com/arshiya/assets/ pdf/NRC%20Policy.pdf

We affirm that the Remuneration paid to the Directors is as per theterms laid out in the Nomination and Remuneration Policy of the Company.

vi. Board Evaluation

As per requirement of section 134(3)(p) ofthe Companies Act 2013 readwith Rule 8 (4) of Companies (Accounts) Rules 2014 and other applicable rules andregulations the Board has a formal mechanism for evaluating its performance annuallybased on the criteria laid down by Nomination and Remuneration Committee which includedattendance contribution at the meetings and otherwise independent judgment safeguardingof minority shareholders interest adherence to Code of Conduct and Business ethicsmonitoring of regulatory compliance risk assessment and review of Internal ControlSystems etc.

List of core skills expertize competenciesrequired by the Board:

The Board has identified and approved the matrix setting out the listas mentioned below of core skills expertise and competencies to be possessed by theBoard members in general and in particular in the context of the Company's business inorder to provide guidance for the effective functioning of the Company.

The List of expertise are as below:

• Knowledge of the Bearing Industry

• Sales and Marketing Functions

• Business Strategy Function

• Planning and Sourcing

• Risk Management

• Finance Accounting and Costing

• Legal and Regulatory compliance

• Corporate Governance

• Human Resource Management

• Risk Mitigation Planning and Management

As on 31st March 2021 all the Directors of the Company arehaving the aforesaid requisite core skills expertise and competences.

The Board has carried out an annual evaluation of its own performancethe Directors individually as well as the evaluation of the working of its Committees inthe manner as enumerated in the Nomination and Remuneration Policy in accordance with theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 mandates that the Board shall monitor and review the Boardevaluation framework. A structured questionnaire was prepared after taking intoconsideration of the various aspects of the Board's functioning composition of theBoard and its Committees culture execution and performance of specific dutiesobligations and governance.

The Companies Act 2013 states that a formal annual evaluation needs tobe made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof Independent Directors shall be done by the entire Board of Directors excluding thedirector being evaluated.

The evaluation of all the directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board. The performanceevaluation of the Chairman and the non-independent Director(s) was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

Your Directors express their satisfaction with the evaluation processand inform that the performance of the Board as a whole its Committees and its memberindividually were adjudged satisfactory. A detailed policy on board evaluation has beenadopted by the Company which is also available on the website of the Companyhttp://www.arshiyalimited. com/arshiya/assets/pdf/Policy%20on%20Board%20Evaluation.pdf

vii. Familiarisation Program for IndependentDirectors

As required by the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and the provisions of theCompanies Act 2013 the Board has framed a Familiarization Program for the IndependentDirectors of the Company in order to update them with the nature of industry in which theCompany operates and business model of the Company in order to familiarize them with theirroles rights responsibilities etc.

All new Independent Directors whenever inducted in the Board attend theorientation program. The details of training and familiarisation program for IndependentDirectors with the Company nature of the Industry in which the Company operates businessmodel of the Company and related matters are available on our websitehttp://www.arshiyalimited.com/arshiya/assets/pdf/Familarisation%20programmes%20for%20ID.pdf

Further at the time of the appointment of Independent Director theCompany issues a formal letter of appointment outlining his/her role function dutiesand responsibilities.

C. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the informationand explanations obtained by them the Board pursuant to Section 134 (5) of the CompaniesAct 2013 confirm that:

a) In the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed and no materialdepartures have been made from the same.

b) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period.

c) They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down Internal financial controls and compliancesystems established and maintained by the Company and the work performed by the internalstatutory and secretarial auditors and external consultants including audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2020-21.

f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

g) They have ensured that the Company adopted policies and proceduresfor ensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information;

D. AUDITORS AND AUDITORS' REPORT:

i.) Statutory Auditors:

Chaturvedi & Shah LLP Chartered Accountants were appointed asStatutory Auditors of the Company for a period of five year from the conclusion of 36thAnnual General Meeting till the conclusion of 41st Annual General Meeting to beheld in the year 2022.

The requirement of Annual ratification of Auditors' appointment atthe AGM has been omitted pursuant to the Companies Amendment Act 2017 notified on 7thMay 2018.

ii.) Auditors' Report:

The reports of the Statutory Auditors Chaturvedi & Shah LLPChartered Accountants on the standalone and consolidated financial statements of theCompany for the year ended 31st March 2021 form part of this Annual Report.The statutory auditors have submitted modified opinion on the audit of Standalone andConsolidated financial statements for the year ended 31st March 2021.

Management's response to the qualifications in theAuditors' Report on Standalone Financial Statement is as under:

Audit Report on Standalone Financial Statement:

As mentioned in the Note No. 43 to the financial statement the Companyhas provided penal interest at 8% on borrowing from Edelweiss Assets ReconstructionCompany Limited (EARC) as against the documented rate of 18%. Interest provisions inearlier period / years were accounted based on the confirmations received from EARC. Ithas resulted in the short provision of interest amounting to Rs. 2198.74 Lakh till theyear ended 31st March 2020 and year ended 31st March 2021 amountingto Rs. 1301.46 Lakh which is not in compliance with Ind AS-23 "Borrowing Cost"read with Ind AS-109 "Financial Instruments". In aggregate interest provisionsare lower by Rs. 3500.20 Lakh till 31st March 2021. Had interest beenrecognised at its documented rate finance cost for the year ended 31st March2021 and earlier years would have been higher and net loss after tax for the year andtotal comprehensive income would have been higher by equivalent amount havingconsequential impact on other equity.

Management's Views:

The management of the Company has clarified that representations havebeen made to EARC seeking revision in rate of penal interest and the same is underprocess.

Audit Report on Consolidated Financial Statement:

Details of Qualification:

As mentioned in the Note No. 50 to the consolidated financialstatement the Group has provided penal interest at 8% on borrowing from Edelweiss AssetsReconstruction Company Limited (EARC) as against the documented rate of 18%. Interestprovisions in earlier period / years were accounted based on the confirmations receivedfrom EARC. It has resulted in the short provision of interest amounting to Rs. 3070.96Lakh till the year ended 31st March 2020 and year ended 31st March2021 and Rs. 3908.25 Lakh which is not in compliance with Ind AS-23 "BorrowingCost" read with Ind AS-109 "Financial Instruments". In aggregate interestprovisions are lower by Rs. 6979.21 Lakh till 31st March 2021. Had interestbeen recognised at its documented rate finance cost for the year ended 31stMarch 2021 and earlier years would have been higher and net loss after tax for the yearand total comprehensive income would have been higher by equivalent amount havingconsequential impact on other equity.

Management's Views:

The management of the Group has clarified that representations havebeen made to EARC seeking revision in rate of penal interest and the same is underprocess.

As mentioned in Note No. 53 of the consolidated financial statement asubsidiary company failed to make payment as prescribed as per one-time settlement withlender. As a result event of default has occurred and the entire debt prior to date ofsettlement become payable along with interest. The subsidiary has not reversed the gainrecorded in earlier year and not provided for additional interest till 31stMarch 2020 Rs. 5975.95 Lakh and year ended 31st March 2021 Rs. 3036.20 Lakhaggregating to Rs. 9012.15 Lakh till 31st March 2020. Had the subsidiaryCompany reversed the gain recorded in earlier year and provided for additional interestexceptional item would have been lower by Rs. 6604.55 Lakh and finance cost would havebeen higher by Rs. 9012.15 Lakh by equivalent amount as mentioned above havingconsequential impact on total comprehensive income and other equity.

Management's Views:

The management of the subsidiary Company is in discussion with thelender to grant additional time to repay the same.

iii.) Cost Auditor:

The Cost Audit under Section 148 of the Companies Act 2013 read withthe Companies (Cost Records and Audit) Rules 2014 is not applicable to your Company.

iv.) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made thereunder the Company has appointed Aabid & Co. Company Secretariesto undertake the Secretarial Audit of the Company for the Financial Year 2020-21. TheSecretarial Audit Report for the Financial Year 2020-21 forms part of this Annual Reportas an Annexure- III to the Board's Report. Further the secretarialAuditor has also certified that your Company has complied with the applicable SecretarialStandard i.e. SS-1 and SS-2.

The Company is in compliance with Regulation 24A of the ListingRegulations. The Company's unlisted material subsidiaries undergo Secretarial Audit.Copy of Secretarial Audit Reports of these subsidiaries are annexed to this Annual Reportas an Annexure-III A. The Secretarial Audit report of thesesubsidiaries does not contain any qualification reservation or adverse remark ordisclaimer.

The Company has appointed CS Jitender Singh w.e.f. 30thJune 2021 as Secretarial Auditor of the Company to conduct Secretarial audit for thefinancial year 2021-22 due to the resignation caused by the previous Secretarial AuditorAabid & Co.

Secretarial Auditors' Report

The said report does not contain any adverse observation orqualification requiring explanation or comments from the Board under Section 134(3) of theCompanies Act 2013 and listing regulations as may be applicable to the companies.

E. DISCLOSURE ON COMPLIANCE WITH SECRETARIALSTANDARDS

Your directors confirm that the Secretarial Standards issued by theInstitute of Company Secretaries of India have been Complied with.

F. INTERNAL CONTROL SYSTEMS

Your Company has an effective internal control and risk mitigationsystem which are constantly assessed and strengthened with new/ revised standardoperating procedures. The Company's internal control system is commensurate with its sizescale and complexities of its operations. The internal audit is entrusted to M. A. Parikh& Co. Chartered Accountants a reputed firm of Chartered Accountants. The main thrustof internal audit is to test and review controls appraisal of risks and businessprocesses besides benchmarking controls with best practices in the industry.

The Audit Committee actively reviews the adequacy and effectiveness ofthe internal control systems and suggests improvements to strengthen the same. The Companyhas a robust Management Information System which is an integral part of the controlmechanism.

The Audit Committee Statutory Auditors and the Business Heads areperiodically apprised of the internal audit findings and corrective actions taken by themanagement are presented to the Audit Committee. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

G. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review whichrequired the statutory auditors to report to the audit Committee and / or board undersection 143(12) of the Act and the rules made thereunder.

H. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

During the year the Company has not issued any equity shares withdifferential rights / sweat equity shares

There were no disclosure or reporting pertaining to non-exercising ofvoting rights in respect of shares purchased directly by employees under a scheme pursuantto Section 67(3) of the Companies Act 2013 read with Rule 16(4) of Companies (ShareCapital and Debentures) Rules 2014.

Employee Stock Options:

Your Company has allotted 1700000 equity shares of face value Rs. 2/-each to the eligible employees under the Arshiya Limited Employees stock option scheme2019 on 10th February 2021. These shares shall rank pari-passu with theexisting equity shares of the Company in all respects.

The complete details pertaining to the ESOPs allotted during the yearhas been given in Corporate Governance Report forming part of this Annual Report.

The Company has granted 1200000 equity shares to Mr. Viraj MahadeviaDirector (Strategy) of the Company (a non-Board position in the Company) on 30thJune 2021 at a price of ' 2 per share with a vesting period of 4 lakhs equity shares peryear.

The scheme is in compliance with the SEBI (Share Based EmployeeBenefits) Regulations 2014. In terms of the provisions of Regulation 14 of the SEBI(Share Based Employee Benefits) Regulations 2014 the details of the Stock Optionsgranted under the aforesaid ESOP Scheme 2019 are uploaded on the website of the Companyhttp://www.arshiyalimited.com/ arshiya/Scheme-%20ESOP.html

I. BUSINESS RESPONSIBILITY REPORTING(“BRR”):

The SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandate the inclusion of the BRR as part of the Annual Report for the top 1000listed entities based on market capitalization. In compliance with the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 we have integrated BRRdisclosures into our Annual Report.

The Company's sustainability initiatives as provided in the BusinessResponsibility Report are in line with the key principles enunciated in "NationalVoluntary Guidelines on Social Environmental and Economic Responsibilities ofBusiness" framed by the Ministry of Corporate Affairs. Pursuant to the provisions ofRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the said report is attached separately which forms part of this Annual Report.

J. BUSINESS AND FUTURE OUTLOOK:

IMPACT OF COVID-19

Impact in India:

COVID-19 Impact in India The Government of India imposed a nationwidelockdown beginning in the last week of March 2020 which continued during the FinancialYear 2020-21 as part of its pandemic containment measures which put a majority of 1.3billion people and domestic economic activities in suspended animation.

The Covid-19 pandemic had a significant impact on lives livelihoodsand the business. Operational challenges mounted due to restricted movement and disruptedsupply lines during the first few months of the pandemic. As the second wave of thepandemic unfolds with predictions of a third wave in the offing our focus continues to beon our people's health & safety

Measures taken by Company:

The sheer uncertainty arising out of the extended lockdown supplychain disruptions the loss of migrant labor and the evolving regulation while restartingworks may have a material adverse impact on the Company's operations. The Company isclosely monitoring the situation and will take all necessary measures in terms ofmitigating the impact of the challenges being faced in the business as may be required inthe interests of all stakeholders. The process of remobilizing sites has started as perthe prevailing guidelines in the respective states. The Company has been taking necessaryprecautionary measures at all its project site operations to contain the spread ofCOVID-19 as advised by the Government and its Clients from time to time. The Company hasalso followed "Work from Home" policy for its employees and continues to followthe Government guidelines pertaining to re-opening of offices.

The Company also provided masks and sanitizers and compulsory checkingof body temperatures were done of all the employees and staff.

The COVID-19 pandemic has underscored the need for a resilientlogistics sector that can respond to emergencies and supply chain disruptions. India hasmade remarkable progress in logistics sector. India's rank has improved significantly intrading across borders parameter of 'Ease of Doing Business' index from 146 in 2018to 68 in 2020. The parameter assesses the time and cost associated with the logisticalprocess of exporting and importing goods.

The National Logistics Policy is in an advanced stage of roll-out witha vision to develop a modern efficient and resilient logistics services sector thatbuilds on dynamic processes technology and professional manpower to seamlessly integratemultiple modes of transportation and inventory management to provide more reliable costeffective greener safer and equitable logistics solutions.

Various initiatives undertaken to promote exports including ProductionLinked Incentive (PLI) Scheme Remission of Duties and Taxes on Exported Products(RoDTEP) improvement in logistics infrastructure and digital initiatives would go a longway in strengthening external sector in general and exports in particular.

The comprehensive programme is expected to increase synergy betweenvarious Central government departments agencies business entities and states as wellas speed up the resolution of issues that drive up logistical costs. As a result Indianexporters will be able to reclaim their competitive advantage in global markets.

Business Segments:

FREE TRADE WAREHOUSING ZONE (FTWZ)

Your Company is a pioneer in introducing and ahead of time with theconcept of Free Trade Warehousing Zone (FTWZs) in India offering huge fiscal and otherbenefits to its customers.

Arshiya is the only free trade warehousing zone developer in India withthe unique advantage of having two operating FTWZs a pan India rail operations licensewith a fleet of 18 rakes and 3500 containers and an inland container depot (ICD). Arshiyais the only private ICD with rail sidings of its own which guarantees quick and efficienttransportation of freight.

Arshiya currently operates two FTWZs — Panvel near Mumbai spreadover 165 acre catering to western India; and Khurja near Delhi spread over 135 acrecatering to north India.

Free trade warehousing zones are a category of special economic zonesset up to improve logistics infrastructure and facilitate and promote cross-border andinternational trade. Arshiya's FTWZs serve as mega trading hubs with integrated logisticsinfrastructure such as special storage areas world-class material handling equipmentcontainer yards inland container depot customs office and commercial complex.

FTWZ facility at Panvel near Mumbai with its world class warehousinginfrastructure facility meeting the global standards is near to country's busiestcontainer port JNPT and being well connected to the National and State Highways and theproposed International Airport in Navi Mumbai. This facility also offers a wide range of 3PL services besides various value optimisation services to its customers.

The second FTWZ facility in NCR at Khurja in the state of UttarPradesh is a part of the India's first operational integrated multi-modal logistics parkincluding Domestic warehousing facility 3PL services Rail and Rail Infrastructure alongwith a 6 lane Private Freight and Container Rail Terminals and Inland Container Depot(ICD).

Khurja FTWZ (near Delhi) which is strategically located about 80 kmfrom India's capital Khurja FTWZ is strategically located close to the eastern andwestern dedicated freight corridor (DFC). The free trade warehousing zone is a part of the300 acre mega logistics hub which also includes a 60 acre rail siding and 127 acreDistribution hub and 65 acre ICD and DTA set up by the company.

The increasing acceptance of the FTWZ with various benefits it offersis increasing and your company is witnessing increasing enquiries for bigger space. Withvarious Government reforms and increasing economic activities in the country thewarehousing sector is witnessing increasing participation from institutional investors.

3 PL Services

With as aggressive objective to be serving and proving class ofservices to its customers your company is in the business of providing 3PL and other valueoptimisation services such as handling and transportation packaging consolidationpalletisation labelling kitting bagging bottling cutting-slitting survey qualityassurance refurbishment repairs and maintenance washing etc. to its various clientelethrough its subsidiaries which is going to be a key player in business dynamics.

DOMESTIC WAREHOUSING FACILITY

Your Company commenced offering domestic warehousing facility in NCR atKhurja. We are pleased to that one warehouse which was domesticated has been completelyleased out along with almost 300000 sq. ft. open yard space. Second warehouse has nowbeen domesticated of which more than 50% is already leased out and the rest will be leasedout in near future. We see good potential of domestic warehousing at Khurja after the GSTimplementation and are exploring ways to further increase this business by using theavailable assets.

PRIVATE FREIGHT TERMINAL

Your Company's subsidiaries have 6 lane Private Freight and ContainerRail Terminals and 2 sidings for bulk cargo in NCR at Khurja in the state of Uttar Pradeshand same is about 12 Kms from the proposed Jewar Airport site having a great potentialbusiness opportunity for the inwards and outwards of the construction site and otherancillary materials.

INLAND CONTAINER DEPOT (ICD)

Arshiya's state-of-the-art Inland Container Depot(ICD) at Khurjain Uttar Pradesh Northern India is well located at the convergence of the proposedwestern and eastern freight corridors within the National Capital Region(NCR). The KhurjaICD is spread around 22.44 acres and boasts of a warehouse space of 22000 sq.m. It isequipped with state-of-the-art infrastructure to handle over 120000TEUs per annum.Situated close to high-density consumption centres the Khurja ICD caters to thecontainerized cargo originating and culminating in northern India.

ICD Khurja is located strategically with multiple road approaches fromthe major 4/6 lane highways providing a congestion- free movement of cargo and containers.

The Khurja ICD is co-Iocated with a state-of-the-art Rail Terminal andFree Trade Warehousing Zone (FTWZ).

K. LISTING:

At present the Company's Equity Shares are listed at BSE Limitedand National Stock Exchange of India Ltd and the Company has paid Listing Fees to theabove Stock Exchanges for the year 2021-2022.

L. CODE OF CONDUCT FOR PREVENTION OF INSIDERTRADING:

The Board of Directors has adopted the Insider Trading Policy inaccordance with the requirement of SEBI (Prohibition of Insider Trading) Regulation 2015.The Insider Trading Policy of the Company lays down guidelines and procedures to befollowed and disclosures to be made while dealing with the shares of the Company as wellas the consequences of violation. The policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing in Company securities.

The Insider Trading Policy of the Company covering code of practicesand procedures for fair disclosure of unpublished price sensitive information and code ofconduct for prevention of insider trading is available on our website http://www.arshiyalimited.com/arshiya/assets/pdf/Code%20of%20Conduct%20for%20Insider%20Trading%20and%20%20Fair%20Disclosure.pdf

M. POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandated the formulation of certain policies for all listed companies. Also theCompanies Act 2013 requires the Company to formulate few policies. All our corporategovernance policies are available on our websitehttp://www.arshiyalimited.com/corporate-policy.html. The Policies are reviewedperiodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics key policies that havebeen adopted & reviewed all the necessary amendments by the Board of Directors intheir meeting held on 30th June 2021 the Company are as follows:

Name of the Policy Brief Description Web Link
Nomination and Remuneration Policy The purpose of this policy is to lay down a framework in relation to remuneration of directors KMP senior management personnel and other employees. http://www.arshiyalimited.com/arshiya/ assets/pdf/NRC%20Policy.pdf
Related Party Transaction Policy The purpose of this policy is to regulate all transactions between the Company and its related parties. http://www.arshiyalimited.com/arshiya/ assets/pdf/Related%20Party%20 Transaction%20Policy.pdf
Code of conduct for prevention of insider trading & Code of corporate disclosure practices The purpose of this Policy is to provide the framework for dealing in securities of the Company. http://www.arshiyalimited.com/arshiya/ assets/pdf/Code%20of%20Conduct%20 for%20Insider%20Trading%20and%20 %20Fair%20Disclosure.pdf
Policy on Material Subsidiary The purpose of this policy is to determine the material subsidiaries and to provide the governance framework for them. http://www.arshiyalimited.com/arshiya/ assets/pdf/Policy%20on%20Material%20 Subsidiaries.pdf
Risk management Policy The purpose of this policy is to lay down the framework of the Risk Management. http://www.arshiyalimited.com/arshiya/ assets/pdf/Risk%20Management%20 Policy.pdf
Whistle Blower Policy (Policy on Vigil Mechanism) The purpose of this policy is to provide mechanism for Directors and Employees to report concerns about unethical behaviour actual or suspected fraud or violation of the Company's code of conduct and ethics. http://www.arshiyalimited.com/arshiya/ assets/pdf/Vigil%20mechanism%20-%20 Whistle%20Blower%20Policy.pdf
Policy on Board Diversity The purpose of this policy is to have optimum combination of Directors from different areas and fields. http://www.arshiyalimited.com/arshiya/ assets/pdf/Policy%20on%20Board%20 Diversity.pdf
Archival Policy The purpose of this Policy is to archive any of the material events or information which are disclosed by the Company to the Stock Exchanges. http://www.arshiyalimited.com/arshiya/ assets/pdf/Archival%20policy.pdf
Policy for determination of Materiality of any event / information The purpose of this Policy is to determine materiality of events and information and to ensure that the Company shall make disclosure of events / information. http://www. arshiyalimited.com/ arshiya/assets/pdf/Policy%20for%20 determination%20of%20materility%20 of%20events%20or%20information.pdf
Policy for preservation of documents The purpose of this Policy is to ensure that all the necessary documents and records of the Company are adequately protected and preserved as per the statutory requirements. http://www. arshiyalimited.com/ arshiya/assets/pdf/Policy%20for%20 preservation%20of%20Documents.pdf
Policy on Corporate Social Responsibility The purpose of this policy is to identify the activities wherein the Company can contribute for fulfilling its Corporate Social Responsibility. http://www.arshiyalimited.com/arshiya/ assets/pdf/Corporate%20social%2 0 responsibilty%20policy.pdf
Policy on Board Evaluation The purpose of the Board Evaluation is to achieve persistent and consistent improvementin the governance of the Company at the Board level with the participation of all concerned in an environment of harmony http://www.arshiyalimited.com/arshiya/ assets/pdf/Policy%20on%20Board%20 Evaluation.pdf
Dividend Distribution policy The purpose of this Policy is to facilitate the process of dividend recommendation or declaration and its pay-out by the Company which would ensure a regular dividend income for the shareholders and long-term capital appreciation for all stakeholders of the Company http://www.arshiyalimited.com/arshiya/ assets/pdf/Dividend%20Distribution%20 Policy.pdf
Code of Conduct for Board of Directors and Senior Management The purpose of this policy is that the Board Members and Senior Management Personnel must act within the authority conferred upon them and in the best interests of the Company http://www.arshiyalimited.com/arshiya/ assets/pdf/code-of-conduct-for-board-and- senior-management-_120200626160706. pdf

N. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of the Section 135 read with Schedule VII of CompaniesAct 2013 are not applicable to the Company due to inadequate profits but the Company hasvoluntarily adopted the CSR policy in 2018.

Your Company sincerely believes that growth needs to be sustainable ina socially relevant manner. Today's business environment especially in India thereforedemands that corporates play a pivotal role in shouldering social responsibility. YourCompany is committed to its endeavour in social responsibilities for benefit of thecommunity.

Under the Corporate Social Responsibility (CSR) initiative of theCompany 'Arshiya Cares' your Company has pledged to join hands with organizations who areworking towards finding simple solutions to the infrastructure problems that India faces.

As per the provisions of the Companies Act 2013 the Company was notrequired to make a mandatory spending for the CSR Activities.

The CSR policy is available on the website of the Company athttp://www.arshiyalimited.com/arshiya/assets/pdf/Corporate%20social%20responsibilty%20policy.pdf

O. HUMAN RESOURCES

Your Company is committed in strengthening its human resources byinduction of experienced and competitive professionals on the other hand your Company isformulating appropriate policies systems and schemes which will create adequateopportunities for growth in career and create a working environment which enhancesproductivity. The Company has a structured induction process at all locations andmanagement development programs to upgrade skills of managers.

The Company is committed to nurturing enhancing and retaining toptalent through superior Learning and Organizational Development. This is a part ofCorporate HR function and is a critical pillar to support the organization's growthand its sustainability in the long run. The Company takes pride in the commitmentcompetence and dedication shown by its employees in all areas of business.

Your Company continues to enjoy cordial and harmonious relations andnot a single man hour was lost on account of any Industrial disturbance during the year2020-21.

P. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The table containing the names and other particulars of employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure- IVto the Board's report.

Q. PREVENTION OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

The Company has in place the "Policy on Prevention of SexualHarassment at the Workplace" in line with the requirements of The Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year under review no complaints were received by theCommittee for Redressal.

R. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company's Whistleblower Policy encourages Directors and employeesto bring to your Company's attention instances of illegal or unethical conductactual or suspected incidents of fraud actions that affect the financial integrity ofyour Company or actual or suspected instances of leak of unpublished price sensitiveinformation that could adversely impact your Company's operations business performanceand/or reputation. The Policy requires your Company to investigate such incidents whenreported in an impartial manner and take appropriate action to ensure that the requisitestandards of professional and ethical conduct are always upheld.

The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company have been deniedaccess to the Audit Committee. The Whistle Blower Policy has been hosted on the website ofthe Company athttp://www.arshiyalimited.com/arshiya/assets/pdf/Vigil%20mechanism%20-%20Whistle%20Blower%20Policy.pdf

S. CORPORATE GOVERNANCE REPORT:

Your Company is in compliance with all the applicable provisions ofCorporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailedreport on Corporate Governance as required under the Listing Regulations is provided in aseparate section and forms part of the Annual Report. Certificate from the PracticingCompany Secretary regarding compliance with the conditions stipulated in the ListingRegulations forms part of the Corporate Governance Report.

T. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.

U. RISK MANAGEMENT:

Your Company has a well-defined risk management framework in place. Therisk management framework works at various levels across the enterprise. Though it is notpossible to completely eliminate various risks associated with the business of theCompany Your Company is well aware of risks associated with its business operations andvarious projects under execution. The management is making efforts to minimize such riskson the operations of the company.

The Company has put in place various internal controls for differentactivities to minimize the impact of various risks. Also as mandated by the CompaniesAct 2013 the Company has implemented the Internal Financial Controls to ensure propercontrol over financial reporting.

Further the Company has formed Risk Management Committee on 30thJune 2021 as mandated by SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 recent amendments dated 05th May 2021. The Risk ManagementPolicy has been hosted on the website of the company athttp://www.arshiyalimited.com/arshiya/assets/pdf/Risk%20 Management%20Policy.pdf

V. HEALTH SAFETY AND ENVIRONMENT:

As a responsible corporate citizen your Company lays considerableemphasis on health safety aspects of its human capital operations and overall workingconditions. Thus being constantly aware of its obligation towards maintaining andimproving the environment all possible steps are being taken to meet the toughestenvironmental standards on pollution effluents etc. across various spheres of itsbusiness activities.

Conservation of Energy: The operations of the Company involve lowenergy Consumption. Adequate measures have been Implemented to conserve energy such as -

• Roof of the warehouses at our FTWZs have been designed with MR24standards with roof insulation which gives temperature variation of 8 Degree with ambienttemperature. A provision of installation of solar panels will be made on the roofs togenerate renewable energy in all new warehouses and Skylights have been provided at 3%area of roof to avoid artificial light in the warehouse during day time.

• Orientation of the warehouse buildings has been done in such away that there is less heat transmission resulting in saving the electricity consumptionby minimizing heat loss in the HVAC system.

• Ridge ventilators are installed at the roof of all WHs wherebythere is no need of power run turbo ventilators which saves the huge amount of power.

• Cold rooms are having the best quality insulations inroofs/sides/top and floor so as to ensure no leakage of cooling and thus saving a lot ofpower. The doors of the cold rooms have been installed with air curtains so that duringoperation internal temperatures is maintained without any loss of cooling.

• The central control room have been installed with the controlpanels which controls the temp of cold rooms and monitor automatically so to achieve thepre-set temperature requirement. The chiller units are also centrally controlled.

• Office air conditioning system is having VRV units which adjustthe power requirement as per the required heat load. This saves a lot of powerrequirement.

• All peripheral and yard lighting is having auto on and offsystem set with the timings which saves lot of wasteful energy. The docking doors areplaced to ensure the minimum run by the fork lifts which reduces large power required forre- charging.

Following environment friendly measures are being Implemented In MumbaiFTWZ

• Development of green area: Re-plantation of trees in the FTWZ.

• Conservation of top soil by removing and storing. The top soilwas re-used for developing the green areas

• Provision of storm water drainage system along with rechargingbore holes in drain bottom to allow ground water recharging. Battery operated materialshandling equipment are being utilized inside the warehouse to control the pollutioninstead fuel based MHE.

Sewerage treatment plant: Company has installed sewerage treatmentplant for reuse of water generated from toilet. After treatment water is used for thegardening purpose.

EHS Policy- Site specific Environment Health and Safety policy is inplace. Risk assessment analysis and emergency response plans are on ground. DedicatedSafety team audits the working & facility and train staff on all the aspects of safeworking.

Technology Absorption: Arshiya sincerely believes in utilizingtechnology to improve productivity efficiency and quality of its business operations andworking environment.

W. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92 and Section 134 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 anextract of Annual Return in Form No. MGT-9 has been placed on the website of the Companyand can be accessed at http://www.arshiyalimited.com/annual-reports.html

X. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inrespect of conservation of energy technology absorption foreign exchange earnings andoutgo etc. are furnished in "Annexure-V"which forms part of thisReport.

Y. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS:

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals that would impact the going Concern status of the Company and itsfuture operations.

Z. OTHER DISCLOSURES IN TERMS OF THE APPLICABLEPROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS YOUR COMPANY ADDITIONALLY DISCLOSESTHAT DURING THE YEAR UNDER REVIEW:

• There was no change in the nature of business of your Company.

• Your Company has not transferred any amount to the Reserves.

• Your Company has not raised any funds through qualifiedinstitutions placement as per Regulation 32(7A) of SEBI Listing Regulations.

• Your Company does not engage in commodity hedging activities.

• Your Company has not made any one-time settlement for the loanstaken from the Banks or Financial Institutions.

• There were no events relating to Receipt of any remuneration orcommission from any of its subsidiary companies by Chairman / Managing Director of theCompany;

• There is no plan for Revision of the financial statementspertaining to previous financial periods during the financial year under review;

• Your Company has not made any application or there is noproceedings pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) in theprevious financial year other than routine course of business.

ACKNOWLDGEMENTS & APPRECIATIONS

Your directors would like to thank and place on record theirappreciation for the sustained support and co-operation provided by its Members Groupentities and in particular their employees regulatory authorities suppliers customersits banks financial institutions and other stakeholders.

Your directors would also like to place on record its sincereappreciation for the efforts put in by employees of the Company whose efforts hard workand dedication has enabled the Company to achieve all recognitions during the year.

For and on behalf of the Board of Directors of

Arshiya Limited
Ajay S Mittal Archana A Mittal
Chairman and Managing Director Joint Managing Director
DIN: 00226355 DIN:00703208
Place: Mumbai
Dated: 13th August 2021

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