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Arshiya Ltd.

BSE: 506074 Sector: Others
NSE: ARSHIYA ISIN Code: INE968D01022
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VOLUME 16018
52-Week high 21.80
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P/E
Mkt Cap.(Rs cr) 388
Buy Price 15.04
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OPEN 15.04
CLOSE 14.33
VOLUME 16018
52-Week high 21.80
52-Week low 6.74
P/E
Mkt Cap.(Rs cr) 388
Buy Price 15.04
Buy Qty 7423.00
Sell Price 15.03
Sell Qty 5.00

Arshiya Ltd. (ARSHIYA) - Director Report

Company director report

Dear Members

Your Company's Directors take pleasure in presenting the Thirty Eighth Annual Report along with Audited Financial Statements of your Company and its subsidiaries for the Financial Year ended March 31 2019.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

Financial Year EndedFinancial Year EndedFinancial Year EndedFinancial Year Ended
31.03.201931.03.201831.03.201931.03.2018
Income from Operations13139.988542.0228937.3825906.69
Total Expenditure5429.453109.6826336.4322143.40
Operating Profit/(Loss)7710.535432.342600.953763.29
Other Income2192.481020.092460.091665.19
Profit before interest Finance Cost depreciation amortization exceptional item and tax9903.016452.435061.045428.48
Finance Cost11236.5313761.9427559.3931598.39
Cash Profit/(Loss)-1333.52-7309.51-22498.35-26169.91
Depreciation and Amortization Expenses1482.222091.679419.5610171.76
Profit/(Loss) Before Exceptional Items Prior Period Adjustment and Tax-2815.74-9401.18-31917.91-36341.67
Exceptional Items (Net)700.75-13296.84-5167.04-39473.20
Profit/(Loss) Before Tax-3516.493895.66-26750.873131.53
Tax Expenses--6.9827.42
Net Profit/(Loss) After Tax-3516.493895.66-26757.853104.44
Add: Other Comprehensive Income (Items that will not be re classified to profit and loss)8.11-2.69-28.57-9.67
Total Comprehensive Income carried to other equity-3508.383892.97-26786.423094.44

2. RESULTS OF OPERATIONS:

Standalone:

During the year under review your Company has reported a standalone total income of ' 15332.46 Lakhs as compared to Rs. 9562.11 Lakhs for the previous year. Further your Company has reported loss after tax of Rs. 3516.49 Lakh as compared to the profit after tax of Rs. 3895.66 Lakhs in previous year.

Consolidated:

During the year under review your Company has reported a consolidated total income of Rs. 31397.47 Lakhs as compared to Rs. 27571.88 Lakhs for the previous year. Further your Company has reported loss after tax of Rs. 26757.85 Lakh as compared to the profit after tax of Rs. 3104.44 Lakhs in previous year.

3. DIVIDEND:

In view of losses the Directors regret their inability to recommend dividend for the financial year ended March 31 2019.

4. CHANGE IN CAPITAL STRUCTURE:

A detailed capital structure forms part of corporate governance section of this Annual Report.

5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:

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

6. DEPOSITS:

During the year under review your Company did not accept any deposits in terms of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) 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 and hence the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act 2013 is not applicable.

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

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

8. SUBSIDIARIES AND ASSOCIATES COMPANIES:

As on March 31 2019 the Company has 12 subsidiary Companies and 3 step down Subsidiary Companies out of which one company namely Arshiya Rail Infrastructure Limited was a material Subsidiary.

As on date Five companies namely Arshiya Rail Infrastructure Limited Arshiya Industrial and Distribution Hub Limited Arshiya Northern FTWZ Limited Arshiya Lifestyle Limited and Arshiya Logistics Services Limited are identified as the Material subsidiaries in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations). There are no associates or joint venture 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 statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company as an Annexure I.

Further pursuant to the provisions of Section 136 of the Act the financial statements of the Company consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Companyhttp://www.arshiyalimited.com/annual-reports-subsidiaries.

During the year following changes have taken place in the Subsidiary Companies.

Subsidiary Incorporated/Acquired:

During the year under review your Company has incorporated 5 Subsidiary Companies and 3 Step down Subsidiary Companies.

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

Particulars of contracts or arrangement with related parties referred to in Section 188 (1) of the Companies Act 2013 in the prescribed Form No. AOC-2 is appended as an Annexure - II to the Board's report.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. DIRECTORS:

As per the requirements of Section 149 152 of the Companies Act 2013 (the Act) and such other applicable provisions of the Act and as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which defines the composition of the Board the Board of Directors of the Company have been constituted in compliance with the said Sections.

Further at the time of appointment of an Independent Director the Company issues a formal letter of appointment detailing their role and function in the Company. The format of the letter of appointment is available on our website http://www. arshiyalimited.com/assets/pdf/appointment-letters20160407091114.pdf

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

Mr. Ashishkumar Bairagra

Mr. Rishabh Shah

Mr. Mukesh Kacker

Mr. T. S. Bhattacharya

i. Appointment Reappointment and Resignation:

During the year review Mr. T. S. Bhattacharya has joined the Board of your Company as an (Additional) Independent Director w.e.f. May 24 2018 whose appointment was regularized as at 37th Annual General Meeting held on September 18 2018 to hold office till May 23 2023 as his First Term of Appointment.

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Company's Articles of Association Mrs. Archana A Mittal - Joint Managing Director retires by rotation at the ensuing Annual General Meeting and being eligible she has offered herself for re-appointment. Your Board recommends her reappointment.

The Independent Directors of the Company viz. Mr. Ashishkumar Bairagra Mr. Rishabh Shah and Mr. Mukesh Kacker were appointed as an Independent Directors of the Company at the Annual General Meeting of the Company held on September 10 2014 to hold office for a term of 5 (five) consecutive years up to September 09 2019 in line with the provisions of Section 149 and other applicable provisions of the Companies Act 2013 (Act') including the rules made thereunder and the erstwhile Listing Agreement.

It is proposed that Mr. Ashishkumar Bairagra and Mr. Rishabh Shah Independent Directors be reappointed for a second term of 5 (five) consecutive years to hold office from September 10 2019 to September 09 2024.

Accordingly necessary resolutions are being placed for approval of the members at the 38th Annual General Meeting of the Company.

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

B. KEY MANAGERIAL PERSONNEL

Mr. Ajay S Mittal- Managing Director Mrs. Archana A Mittal- Joint Managing Director and Ms. Savita Dalal Company Secretary are the Key Managerial Personnel of the Company in terms of Section 2(51) read with Section 203(1) of the Companies Act 2013.

Mr. S Maheshwari Chief Financial Officer of the Company resigned as Chief Financial Officer w.e.f. June 30 2019 and Mr. Dinesh Kumar Sodani was appointed as Chief Financial officer w.e.f. August 09 2019.

i. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act 2013 confirming that they meet the criteria of their independence as laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

ii. Committees of the Board

The Board have Five Committees namely Audit Committee Nomination and Remuneration Committee Share Transfer Investor Grievances & Stakeholders Relationship Committee Corporate Social Responsibility Committee and Committee of Directors.

A detailed note on Board and its committees is provided in the Corporate Governance Report section of this Annual Report.

iii. Board Diversity

The Company recognises and embraces the importance of a diverse board in its success. We believe that a truly diverse Board will leverage difference in thought perspectives knowledge skill regional and industry experience cultural and geographical background. The Board has adopted the Policy on Board Diversity which sets out the approach to diversity of the Board of Directors and the same is available on our website http://www.arshiyalimited.com/assets/ pdf/policy-on-board-diversity20160407104216.pdf

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

During the year Seven Meetings were held. The details of the meetings of the Board held during the financial year 201819 forms part of the Corporate Governance Report. The intervening gap between any two meetings did not exceed 120 days as prescribed by Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 & amendments thereof plus the Companies Act 2013 & its amendments thereof.

v. Policy on Director's Appointment and Remuneration

The Current policy of Board of Directors of the Company has an optimum combination of Promoter Directors and NonExecutive Independent Directors who have in depth knowledge of the business and industry. The composition of the Board is in conformity with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Companies Act 2013.

The policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications positive attributes independence of a director and other matters as required under sub-section (3) of Section 178 of the Companies Act 2013 is available on our website http://www.arshiyalimited.com/assets/pdf/ nomination-and remunerationpolicy20160407103702.pdf .

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

vi. Board Evaluation

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

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

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

Your Directors express their satisfaction with the evaluation process and inform that the performance of the Board as a whole its Committees and its member individually were adjudged satisfactory.

vii. Familiarisation Program for Independent Directors

All new Independent Directors whenever inducted in the Board attend the orientation program. The details of training and familiarisation program for Independent Directors with the Company nature of the Industry in which the Company operates business model of the Company and related matters are available on our website http://www.arshiyalimited. com/assets/pdf/familarisation-programmes20160407103729.pdf

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

C. DIRECTORS' RESPONSIBILITY STATEMENT

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

a.) In the preparation of the annual accounts for the year ended March 31 2019 the applicable accounting standards have been followed and no material departures have been made from the same.

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

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

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

e.) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f.) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

D. AUDITORS AND AUDITORS' REPORT:

i.) Statutory Auditors:

Chaturvedi & Shah LLP Chartered Accountants was appointed as Statutory Auditors of the Company for a period of five year from the conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General Meeting to be held in the year 2022. The requirement of Annual ratification of Auditors' appointment at the AGM has been omitted pursuant to the Companies Amendment Act 2017 notified on May 7 2018.

ii.) Auditors' Report:

The reports of the Statutory Auditors Chaturvedi & Shah LLP Chartered Accountants on the standalone and consolidated financial statements of the Company for the year 2019 form part of this Annual Report.

Audit Report on Standalone Financial Statement:

There is no qualifications in the Auditors' report on Standalone Financial Statement accordingly Management's response is not required.

Audit Report on Consolidated Financial Statement:

Details of Qualification:

A subsidiary company failed to make payment as prescribed as per one time settlement with lender. As a result event of default has occurred and the entire debt prior to date of settlement become payable along with interest. The Subsidiary has not reversed the gain recorded and provided for additional interest. Had the subsidiary company reversed the gain recorded and provided for additional interest exceptional item would have been lower by Rs. 6604.55 Lakh and finance cost would have been higher Rs. 3500.76 Lakh having consequential impact on total comprehensive income liabilities and other equity.

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

The subsidiary Company is re-negotiating the One Time Settlement (OTS) with the Bank including the extension of time limit for payment of OTS amount.

iii.) Cost Auditor:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 as amended from time to time your Company has been carrying out audit of cost records.

The Board of Directors on the recommendation of Audit Committee appointed Prashant Karlekar & Associates Practicing Cost Accountants (Firm Registration No. 16075) as Cost Auditors to audit the cost accounts of the Company for the financial year 2018-19 and 2019-20 at a remuneration of Rs. 60000/- (Rupees Sixty Thousand only) per annum plus applicable taxes and ' 12000/- (Rupees Twelve Thousand only) reimbursement of out of pocket expenses.

As required under the Act a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

There is no qualification in the Cost Audit Report.

iv.) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder the Company has appointed Aabid & Co. Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial Audit Report for the Financial Year 2018-19 forms part of this Annual Report as an Annexure- III to the Board's Report. Further the secretarial Auditor has also certified that your Company has complied with the applicable Secretarial Standard i.e. SS-1 and SS-2.

Secretarial Auditors' Report

The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act 2013.

E. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been complied with.

F. INTERNAL CONTROL SYSTEMS

Your Company has an effective internal control and risk mitigation system which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company's internal control system is commensurate with its size scale 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 thrust of internal audit is to test and review controls appraisal of risks and business processes besides benchmarking controls with best practices in the industry.

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

The Audit Committee Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken by the management are presented to the Audit Committee. To maintain its objectivity and independence 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 which required the statutory auditors to report to the audit Committee and / or board under section 143(12) of the Act and the rules made thereunder.

H. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2018-2019.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2018-2019.

I. BUSINESS AND FUTURE OUTLOOK:

Business Segments:

FREE TRADE WAREHOUSING ZONE (FTWZ)

Your Company is a pioneer and has the first mover advantage in setting up the FTWZs in the country offering huge fiscal and other benefits to its customers.

FTWZ facility at Panvel near Mumbai with its best in class warehousing infrastructure of global standards is in close proximity to country's busiest container port JNPT well connected to the National and State Highways and the proposed International Airport in Navi Mumbai. This facility also offers a wide range of 3 PL services besides various value optimisation services to its customers.

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

Your Company is glad to inform that the FTWZ facility at Panvel is operating closer to full capacity and has achieved highest ever capacity utilisation. The increasing acceptance of the FTWZ with various benefits it offers is increasing and your company is witnessing increasing enquiries for bigger space. With various Government reforms and increasing economic activities in the country the warehousing sector is witnessing increasing participation from institutional investors.

3 PL Services

Your Company's subsidiary Company is in the business of providing 3PL and other value optimisation services such as handling and transportation packaging consolidation palletisation labelling kitting bagging bottling cutting-slitting survey quality assurance refurbishment repairs and maintenance washing etc. to its various clientele. Your Company also provides Information Technology (IT) enabled services to its clients.

DOMESTIC WAREHOUSING FACILITY

Your Company commenced offering domestic warehousing facility in NCR at Khurja in 2018. We are pleased to advise that one warehouse which was domesticated in 2018 has been completely leased out along with almost 300000 sqft open yard space. Second warehouse has now been domesticated of which more than 50% is already leased out and the rest will be leased out in Q3 of FY 19. We see good potential of domestic warehousing at Khurja after the GST implementation and are exploring ways to further increase this business by using the available assets.

RAIL INFRASTRUCTURE & TRANSPORT HANDLING

Your subsidiary Company which is providing the containerised Rail Transportation services on a Pan-India basis with its fleet of 18 Rakes and around 3000 containers continued a steady performance in FY18 and benefitted from various initiatives to reduce empty movement improved availability of required type of containers cost reduction measures and turnaround time.

PRIVATE FREIGHT TERMINAL

Your subsidiary Company has 6 lane Private Freight and Container Rail Terminals and 2 sidings for bulk cargo in NCR at Khurja in the state of Uttar Pradesh.

Your Company has faced the challenge of slowdown in the bulk cargo movement in 2018 in comparison to 2017 due to stoppage of DFC project as well as Yamuna Express way extension project owing to farmers agitation in UP followed by elections. In FY2019 the business is expected to return with higher zeal for not only the DFC project and Yamuna Express way project but also for the movement of material for the recently announced Jewar Airport which is envisaged to be bigger than the existing Delhi Airport. Your facility being just about 12 Kms from the proposed Jewar Airport site is expected to be the hub of receiving massive quantities of construction material thereby making more than full use of your Private Freight Terminal

INLAND CONTAINER DEPOT (ICD)

Your Company's facility of Inland container depot in NCR at Khurja boasts of being the only such facility connected to the Rail network & Private Rail Siding and FTWZ providing inter-connected solution-based EXIM services. ICD also provides connectivity to major western ports such as Mundra Pipavav and JNPT for EXIM cargo movement.

We are pleased to inform that your ICD commenced full-fledged operations in Sept 2018 and currently connects Khurja to Mundra as well as Pipavah ports and return once a week respectively. Your ICD currently handles about 1500 containers a month and plans are being worked out to increase this volume to around 5000 containers a month in FY 2019.

Some of the key initiatives have been:

 Reduction in debt of your Company and its subsidiaries.

 Improving liquidity position through monetisation of warehouses so to reduce debt and liabilities of your Company.

 Improved marketing efforts attracting clients requiring large space (including full warehouse).

 Providing solutions to the e-commerce telecom pharmaceuticals and chemical industry which is increasing the capacity utilisation and improved demand for additional warehouses.

 The conversion of containers to side-access meeting the customer needs and improving the availability of containers.

 Cost reduction measures across all business segments.

 Improving the information technology platform to provide the IT enabled services to the clients.

 Organisational development attracting the new talent for the day-to-day management.

J. LISTING:

At present the Company's Equity Shares are listed at BSE Limited and National Stock Exchange of India Ltd and the Company has paid Listing Fees to the above Stock Exchanges for the year 2019-2020.

K. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

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

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for prevention of insider trading is available on our website http://www.arshiyalimited. com/assets/pdf/insider-trading-code20160407090651.pdf

L. POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandated the formulation of certain policies for all listed companies. Also the Companies Act 2013 requires the Company to formulate few policies. All our corporate governance policies are available on our website http://www.arshiyalimited.com/corporate-governance.html. The Policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics key policies that have been adopted by the Company are as follows:

Name of the PolicyBrief DescriptionWeb Link
Nomination and Remuneration PolicyThe 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/assets/ pdf/nomination-and-remuneration- policy20160407103702.pdf
Related Party Transaction PolicyThe purpose of this policy is to regulate all transactions between the Company and its related parties.http://www.arshiyalimited.com/ assets/pdf/related-party-transaction- policy20160407103809.pdf
Code of conduct for prevention of insider trading& Code of corporate disclosure practicesThe purpose of this Policy is to provide the framework for dealing in securities of the Company.http://www.arshiyalimited. com/assets/pdf/insider-trading- code20160407090651.pdf
Policy on Material SubsidiaryThe purpose of this policy is to determine the material subsidiaries and to provide the governance framework for them.http://www.arshiyalimited.com/ assets/pdf/policy-on-material- subsidiaries20160407103840.pdf
Risk management PolicyThe purpose of this policy is to lay down the framework of the Risk Management.http://www.arshiyalimited.com/ assets/pdf/risk-management- policy20160407103904.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/assets/ pdf/vigil-mechanism-whistle-blower- policy20160407104143.pdf
Policy on Board DiversityThe purpose of this policy is to have optimum combination of Directors from different areas and fields.http://www.arshiyalimited.com/ assets/pdf/policy-on-board- diversity20160407104216.pdf
Archival PolicyThe 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/assets/ pdf/archival-policy120160613145605. pdf
Policy for determination of Materiality of any event / informationThe 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/ assets/pdf/policy-for-determination- of-materiality-of-any-event-- information_120160613145521.pdf
Policy for preservation of documentsThe 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/ assets/pdf/policy-for-preservation-of- documents_120160613145057.pdf
Policy on Corporate Social ResponsibilityThe 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/csr- policy_120160620105217.pdf

M. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

As per the provisions of the Companies Act 2013 the Company was not required to make a mandatory spending for the CSR Activities.

The CSR policy is available on the website of the Company at http://www.arshiyalimited.com/arshiya/assets/pdf/csr- policy_120160620105217.pdf

N. HUMAN RESOURCES

Building people capabilities and providing them platforms and opportunities to grow and spread their wings have always been a unique strength of our organization. While on the one hand your Company is committed in strengthening its human resources by induction of experienced and competitive professionals on the other hand your Company is formulating appropriate policies systems and schemes which will create adequate opportunities for growth in career and create a working environment which enhances productivity. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for all the employees.

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

Your Company continues to enjoy cordial and harmonious relations and not a single man hour was lost on account of any Industrial disturbance during the year 2018-19.

O. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure- IV to the Board's report.

P. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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

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

Q. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company athttp://www.arshiyalimited. com/assets/pdf/vigil-mechanism-whistle-blower-policy20160407104143.pdf

R. CORPORATE GOVERNANCE REPORT:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report. Certificate from the Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

S. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

T. RISK MANAGEMENT:

Though it is not possible to completely eliminate various risks associated with the business of the Company Your Company is well aware of risks associated with its business operations and various projects under execution. The management is making efforts to minimise such risks on the operations of the company. The Company has established a well - defined process of risk management which includes identification analysis and assessment of various risks measurement of probable impact of such risks and a strong mechanism to deal with potential risks and situation leading to rise of risks in an effective manner.

The Company has put in place various internal controls for different activities to minimise the impact of various risks. Further as mandated by the Companies Act the Company has implemented the Internal Financial Controls to ensure proper control over financial reporting.

U. HEALTH SAFETY AND ENVIRONMENT:

As a responsible corporate citizen your Company lays considerable emphasis on health safety aspects of its human capital operations and overall working conditions. Thus being constantly aware of its obligation towards maintaining and improving the environment all possible steps are being taken to meet the toughest environmental standards on pollution effluents etc. across various spheres of its business activities.

Conservation of Energy: The operations of the company involve low energy consumption. Adequate measures have been implemented to conserve energy such as -

 Roof of the warehouses at our FTWZs have been designed with MR24 standards with roof insulation which gives temperature variation of 8Degree with ambient temperature. A provision of installation of solar panels will be made on the roofs to generate 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 a way that there is less heat transmission resulting in saving the electricity consumption by minimizing heat loss in the HVAC system.

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

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

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

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

 All peripheral and yard lighting is having auto on and off system set with the timings which saves lot of wasteful energy.

 The docking doors are placed to ensure the minimum run by the fork lifts which reduces large power required for recharging.

Following environment friendly measures are being implemented in Mumbai FTWZ

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

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

 Provision of storm water drainage system along with recharging bore holes in drain bottom to allow ground water recharging . Battery operated materials handling equipment are being utilized inside the warehouse to control the pollution instead fuel based MHE.

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

EHS Policy: Site specific Environment Health and Safety policy is in place. Risk assessment analysis and emergency response plans are on ground. Dedicated Safety team audits the working & facility and train staff on all the aspects of safe working.

Technology Absorption: Arshiya sincerely believes in utilizing technology to improve productivity efficiency and quality of its business operations and working environment.

V. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92 and Section 134 of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 an extract of Annual Return in Form No. MGT-9 has been placed on the website of the Company and can be accessed at http://www.arshiyalimited.com

W. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN 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 in respect of conservation of energy technology absorption foreign exchange earnings and outgo etc. are furnished in Annexure-V which forms part of this Report.

X. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company and its future operations.

ACKNOWLDGEMENT

Your Directors wish to place on record their appreciation for the assistance support and co-operation received from Government of India the State Governments and other Government agencies and departments investors bankers financial institutions and all other stakeholders.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives staff and workers of the Company.

For and on behalf of the Board of Directors of Arshiya Limited

Ajay S MittalArchana A Mittal
Chairman and Managing DirectorJoint Managing Director
DIN:00226355DIN:00703208
Place : Mumbai
Dated : September 04 2019

ANNEXURE - II FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014.

This Form pertains to the disclosure of particulars of contracts/arrangements entered into by the company with Related Parties referred to in sub section (1) of section 188 of the Companies Act 2013 including certain arm's length transaction under third proviso thereto.

As per Section 188 of the Companies Act 2013 whenever a company avails or renders any service directly or through agents amounting to 10% or more of the turnover of the Company or Rs. 50 Crore whichever is lower prior approval of the shareholders is required. However shareholders' approval for such transaction need not be sought if the transactions are between the holding Company and its wholly - owned subsidiaries whose accounts are consolidated with the holding Company and placed for shareholders' approval.

1. Details of contracts or arrangements or transactions not at Arm's length basis:

There were no contracts or arrangements or transactions entered into during the year ended March 31 2019 which were not at arm's length basis.

2. Details of material contracts or arrangements or transactions at Arm's length basis:

The details of material contracts or arrangement or transactions at arm's length basis for the year ended March 31 2019.

SL. No.Particulars

Details

a.Name (s) of the related partyAnomalous Infra Private LimitedArshiya Lifestyle Limited
b.Nature of relationshipWholly owned SubsidiaryWholly owned Subsidiary
c.Nature of contracts/ arrangements / transactionLease AgreementBusiness Conducting Agreement
d.Duration of the contracts/ arrangements/ transaction30 years6 Years
e.Salient terms of the contracts or arrangements or transaction including the value if anyLease/ Rs. 7000.00 LakhBusiness Conducting Fees/ Rs. 3351.11 Lakh
f.Date of approval by the BoardNovember 27 2018January 29 2018
g.Amount paid as advances if any' NIL' NIL

ANNEXURE- IV

A. Information as per Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

a.) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Median remuneration of all employees for the financial year 2018-19'487944/-

Since none of the directors is being paid any remuneration hence aforementioned ratio for the financial year cannot be ascertained. Only Independent directors are paid sitting fee @ Rs. 20000/- (Rupees Twenty Thousand only) per Board Meeting and @ Rs. 5000/- (Rupees Five Thousand only) per Audit Committee meeting.

b.) the percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year;

Name of the Director/ KMPPercentage increase in remuneration during financial year 2018-19
Mr. Ajay S MittalNIL
Mrs. Archana A MittalNIL
Mr. Ashishkumar BairagraNIL
Mr. Rishabh ShahNIL
Mr. Mukesh KackerNIL
Mr. Tara Sankar BhattacharyaNIL
Mr. S Maheshwari8%
Ms. Savita Dalal20%

c.) The percentage increase in median remuneration of employees in the financial year 2018-19 was 16.40%.

d.) There were 99 permanent employees on roll of the Company as on March 31 2019.

(During the year some of the employees were transferred to Group Companies across the group.)

e.) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Average percentage increase in salary of the Company's employees was 8.5%. The total managerial remuneration for the financial year 2018-19 was Nil. Remuneration paid to Key Managerial Persons was Rs. 22505978/- (Rupees Two Crore Twenty Five Lakhs Five Thousand Nine Hundred Seventy Eight only) as against Rs. 20329980/- (Rupees Two Crore Three Lakhs Twenty Nine Thousand Nine Hundred Eighty only) during the previous financial year 2017-18.

f.) Affirmation that the remuneration is as per the remuneration policy of the company: Yes

B. Information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Employee NameDesignationEducational QualificationAgeExperience (in years)DOJDOLGross remuneration Per Month O - Mar'18Gross remuneration Per Month O - Mar'19Previous employment and designation
Mr. S MaheshwariGroup President & cfoBE(MECH) MMS552915-March-201630-Jun-201915750001732499Essar Steel India Ltd. & Senior Vice President

ANNEXURE- V

DISCLOSURE PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014

(A) Conservation of energy:

1. Steps taken or impact on conservation of energy:

H Conservation of energy is an ongoing process in the activities of the Company. The core activity of the Company is to setting up and carry on activities pertaining to Free Trade & Warehousing Zone Domestic Warehousing Zone and value added services which are not an energy intensive activity.

2. Steps taken by the company for utilizing alternate sources of energy:

H Your company has taken all steps for conservation of energy at all level of operations of the Company.

3. Capital investment on energy conservation equipments.

H N.A.

(B) Technology absorption:

1. Efforts made towards technology absorption:

H Your company has taken all efforts to introduce innovative technologies and automation to the extent possible with a view to reduce cost to the optimum level.

2. Benefits derived like product improvement cost reduction product development or import substitution:

H Saves cost time and improves the quality.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a. The Details of technology importedNone
b. Year of ImportN.A.
c. Whether the technology has been fully absorbedN.A.
d. If not fully absorbed areas where absorption has not taken place and the reasons thereof N.A.
H Expenditure incurred on Research and Development: NIL

(C) Foreign exchange earnings and Outgo:

(Amount Rs. in Lakh)
F.Y. 2018-19F.Y. 2017-18
Foreign Exchange earnings03018.46
Foreign Exchange outgo30.1132.15