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Arshiya Directors Report, Arshiya Reports by Directors


BSE: 506074|NSE: ARSHIYA|ISIN: INE968D01022|SECTOR: Transport & Logistics
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Directors Report Year End : Mar '16    Mar 15

Dear Members,

The Directors are pleased to present the 35,th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2016.


I.) Summarized Standalone Financial Results- Arshiya Limited


Year ended 31.03.2016 (Amount In Rs, )

Year ended 31.03.2015 (Amount In Rs, )







Profit/Loss) Before Depreciation and Tax






Profit/Loss) Before Tax and Exceptional Items



Exceptional Items (Net)



Prior period Items(Net)



Profit/Loss) After Tax



ii.) Summarized Consolidated Financial Results - Arshiya Limited and its subsidiaries


Year ended 31.03.2016 (Amount In Rs, )

Year ended 31.03.2015 (Amount In Rs, )





5,97,34,79,78 3


Profit/Loss) Before Depreciation and Tax






Profit/Loss) Before Tax and Exceptional Items



Exceptional Items



Prior Period Adjustments



Profit/ (Loss) for the year before tax



Net Profit/ (Loss) for the year



The consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

Your Company has recorded a loss during the financial year. The general overall slowdown in industrial growth and sluggish trend had its negative impact on your Company’s operations. Besides, your Company had to face various constraints in the day to day operations due to regulatory and other issues which have severely impacted the performance of the Company.

However, the Company has been consistently taking up these issues with the appropriate Authorities. Recently, the Ministry of Commerce and Industry as well as other concerned Government departments have granted certain permissions/ approvals which has removed few of the hurdles that were faced by the company, which will boost FTWZ business in India.

Besides above, several initiatives and measures undertaken by the company for marketing and business development of FTWZ, rationalisation of expenses, cost reductions, improvement of effective utilisation of human & material resources to the optimum level would substantially help in improvement of performance of the company. Your Management considered it expedient to contain high finance costs so that cash flow can be channelized to operations for further productivity. To effectively service the borrowings your Management has implemented Corporate Debt Restructuring (CDR) during 2013-14. Since the company has not been able to generate sufficient cash flows to service the dues of lenders, the CDR lenders revoked the approved CDR Package and decided to exit the CDR. Further, some of the CDR lenders have assigned their outstanding dues to an Edelweiss Asset Reconstruction Company Limited.

iii.) Dividend

In view of losses, the Directors regret their inability to recommend dividend for the financial year ended 31s'' March, 2016.

iv.) Particulars of loans, guarantees and 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.

v.) Fixed Deposits

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

vi.) 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 Annexure-I to the Board''s report.

Further, Mr. Ananya A Mittal son of Mr. Ajay S Mittal and Mrs. Archana A Mittal, Promoters of the Company appointed as Vice President-Strategy of Arshiya Industrial & Distribution Hub Limited, a wholly-owned subsidiary of die Company. The Board of Directors of your Company at their meeting held on 15* May, 2015 have approved his appointment to the place of profit in the subsidiary. The Board of Arshiya Industrial & Distribution Hub Limited approved his appointment at their Meeting held on 30,h June. 2015 to be effective from 1st July, 2015. Further, since the remuneration paid to him is within the limit of Rs, 2,50,000/- per month as specified in Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014 hence shareholders'' approval was not required for his appointment

Vii) Material changes and commitment, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and on the date of this report.

viii.) Share Capital

The paid-up equity share capital of the Company as at 31* March, 2016 stood at Rs, 31,23.58.944/- (Rupees Thirty One Crores Twenty Three Lakhs Fifty Eight Thousand Nine Hundred Forty Four only). During the year under review the Company has 2287.50,000 equity shares of Rs. 2/- each at a price of Rs, 14.60/- per share to the Promoters on preferential basis pursuant to the CDR scheme as approved by the CDR-EG.


i.) Business Initiatives

India has 12 major ports and about 187 non-major ports. In financial year 2015, major ports handled 581.3 million metric tonnes (MMT) of cargo, while non-major ports handled 471.2 MMT of cargo.

Since ports handle almost 95 per cent of trade volumes in India, the rising trade has contributed significantly to the country’s cargo traffic. To support the growing demand, cargo capacity in India is expected to increase to 2,500 MMT by 2017.

Indian logistics market is expected to grow at a CAGR of 12% by 2020 driven by the growth in the manufacturing, retail, FMCG and e-commerce sectors. Today India spends around 14% of its GDP on Logistics and Transportation as compared to less than 8% spent by the other developing countries.

Out of the total Exam cargo in India, over 1 million TEUS of containerized cargo is moving from the Northern part of India through gateway ports of )NPT, Mundra & Pipavav which is consistently increasing and therefore this part of hideaways been demanding more Inland Container Depot facilities to be provided to the exporters and the importers for catering to such volumes.

This growth will require huge logistical support in terms of world class infrastructure and Container Train operations for movement of goods across the country. Arshiya Group is fully geared to cater to the anticipated boom in the Indian logistics scenario.

Rail and Rail Infrastructure

In April 2008 Arshiya acquired Category 1 license to operate Pan-India rail service, giving rise to Arshiya Rail Infrastructure Limited (Siya S. Arshiya Rail is a specialized entity of Arshiya Limited offering unprecedented rail infrastructure, including an abundance of modern rakes, customized containers, new sidings, Pan-India network, and superior connectivity Arshiya Rail has started its operations in February 2009 with corporate clients by offering unique and with can ability of large scale evacuation of cargo from Plants. Domestic hubs and Customer Sidings. Arshiya Rail offers a Zee above up congested road. providing unmatched efficiencies, and promises to save time and cost significantly thereby boosting profitability.

Our unique model has resulted in Arshiya Rail being the second largest Private Container Train Operator (CTO) This company is operating total 18 container trains across Pan India.

Arshiya Rail is giving customized and long term freight services to big corporate clients to various gateway ports like Vizag. Kolkata, Mumbai and Haldia.

Private Freight Terminal (PFT) at Khurja

Arshiya Rail Siding at Khurja was notified as a Brownfield PFT for handling all types of inward and outward traffic in full rakes, also being the first to be notified in National Capital Region (NCR). Arshiya is successfully operating its PFT model attracting different cargo and train operators.

Apart from the existing container trains coming into Arshiya Rail Infrastructure, Khurja (ARIK) with commodities such as Ingots, Billets and Sponge Iron, the Cement Industry too is looking at Khurja terminal for feeding their plants and end users located in and around Delhi NCR.

With investments increasing in setting up of Cement (Grinding and Mixing) plants in and around Khurja, ARIK can expect to see its utilization in in-warding of raw material from various sectors and out-warding off finished product in times to come.

The terminal opens itself to other commodities also which will be critical to the growth of business in that region such as Iron & Steel, Salt and essential commodities etc.

Free Trade and Warehousing Zone (FTWZ):

The Arshiya Group has created valuable tangible assets in logistic space. The operational FTWZ at Panvel is spread over 142 acres of land while the Northern FTWZ at Khurja is spread over 127 acres of land. The facilities of Arshiya Group are well connected by rail and road networks. North facilities co-located with the Inland Container Depot (ICD) which facilitates EXIM cargo storage and handling operations.

Arshiya Northern FTWZ Limited (ANFL), a subsidiary has developed a FTWZ at Khurja, Uttar Pradesh, to cater to the needs of Northern India. The state-of-the art infrastructure includes Rail connectivity and an ICD to provide efficient connectivity between the gateway ports and the FTWZ. At present there are no FTWZ present within Delhi NCR.

FTWZ is still a young concept in India and gradually the Trade is beginning to recognize its benefits. A lot of potential clients struggle hard to recover taxes and duties paid during imports. They face the burden of spending heavy amounts towards recovery expenses apart from the time consumed in foregoing the duties paid because of lack of provisions. FTWZ is a solution to all the hassles faced by clients and recently management took lot of good business initiatives to drive growth and business results.

Some of the key initiatives have been:

- Synergizing with ICD sales team to create an unique ICD-FTWZ pull model to generate more business

- Market segmentation exercise based on target commodities

- Creation of a strong, focused sales team

- Focus on large volume based reputed potential foreign clients

- Boosting our marketing efforts by participating in trade events, creating new brochures

Inland Container Depot (ICD):

In April 2016, the Inland Container Depot (ICD) at Khurja (UP) was finally launched and is declared open to the Exam Trade for business. On SO1 April, 2016, the ICD ran its 1st Exam rail service to Mundra port which was well received by the Trade.

Being in close proximity to the Reefer Export market, we have received huge positive response from the market and have begun to receive regular bookings. We have initiated strong marketing efforts with all Shipping Lines to open acceptance points, which is the key to our success.

In order to cater to market demands, Arshiya soon plans to offer regular Rail services to all major gateway ports.

Supply Chain Management:

Arshiya Supply Chain Management Private Limited, a subsidiary, is a service unit at Arshiya FTWZ, Panvel and Khurja. The main activities of the company are to serving the Indian and foreign clients and carry out Value Added Service (VAS) as per client''s requirements. With our focus on gaining Foreign Clients, we expect good volumes materializing in near future.

Subsidiaries and Associates

Your Company has 12 subsidiary companies, including 2 Material Subsidiaries and 3 step down subsidiaries as on 31st March, 2016.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing salient features of the financial statement of our subsidiaries in the prescribed Form No. AOC-1 is appended as Annexure-U to the Board''s Report. The Statement also provides the details of performance, financial positions of each of the subsidiary.

In accordance with section 136 of the companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the company and audited accounts of each of its Act 2013, the audited financial statements, including the consolidated These document, will also be available for Inspector dung business hours at, the registered office in Mumbai, India.


Corporate Governance is the system by which companies are directed and controlled. The purpose of Corporate Governance is to facilitate effective entrepreneurial and prudent management that can deliver the long-term success of the company. The Local KESSS2 ^ to ensure fairness of every stakeholder. We always seek to ensure that our performance is driven by integrity We believe sound Corporate Governance is critical to enhance and retain investor trust. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting ^beholders expectations. The Company has been following the principles of good Corporate Governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance practices followed by the Company, together with a certificate from Company''s Auditors confirming compliances, as per SEB1 Regulations, forms part of this Annual Report.

i.) 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 n 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

ii.) Number of meetings of the Board

During the year eight meetings were held. The details of the meetings of the Board held during the financial year 2015-16 forms part of the Corporate Governance Report. The intervening gap between any two meetings did not exceed 120 day a prescribed by Regulation 17 of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 20IS and the Companies Act, 2013.

iii.) Policy on Director''s Appointment and Remuneration

The Current policy of Board of Directors of the Company has an optimum combination of Promoter Director and Non Executive 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 qualification 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;//,-Pm.ineration-pnlirv70160407103702.pdf. There has been no change in the policy since the last financial year. 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.

iv.) Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 to 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.

v.) Board evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. A structured questionnaire was prepared after taking into consideration on of 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 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.

vi.) 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 httPl//www,arshivaJinii

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. The format of the letter of appointment is available on our website http;//www,

vii.) 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) Regulations, 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 hnp;//www,

viii.) Uniform Listing Agreement

The Securities Exchange Board of India (SEBI), on 2d September, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1 December, 2015. Accordingly, all listed entities were required to enter into uniform Listing Agreement within sue months from the date of notification of the aforementioned regulations. The Company entered into Listing Agreement with BSE Limited and the National Stock Exchange of India Limited on 23rd February, 2016.

ix.) 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 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 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. m /assets/pdf/nomination-

and-remuneration- policv20160407103702.pdf

Related Party Transaction Policy

The purpose of this policy is to regulate all transactions between the Company and its related parties.

httB;/ywwYY,arshiyalimited,co in / assets/pdf/rekted-party- transaction- policv20160407103809.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. m/assets/pdf/insider-trading-


Policy on Material Subsidiary

The purpose of this policy is to determine the material subsidiaries and to provide the governance framework for them.

httD:// m/assets/pdf/policv-on-material-subsidiaries20160407103840. pdf

Risk Management Policy

The purpose of this policy is to lay down the framework of the Risk Management

http://www.arshiyalimited.CQ m/assets/pdf/risk management-


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.

// m / assets/pdf/vieil- rhan ism-whistle-blower* pnlirv201 fina.07104143.odf

Policy on Board Diversity

The purpose of this policy is to have optimum combination of Directors from different areas and fields.

http: / / www.arshivalimiteilcQ m /assets/pdf/policy-QD-board- Hivwsitv20160407104216.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.arshivalllllitedxfl m/assets/Ddf/archiiaL policy 120160613145605.Ddf

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.arshivalimitecLcfl m /assets/pdf/policy for: determination-of-materiality

information 12016061314552 l.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.arshivalimited£Q m /assets/pdf/policy preservation-of-documents 120160613.14505 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.arshivaliinitecLm m/arshiva/assets/pdf/csr-policy 12016062010521Rs,Jldf

x.) Directors and Key Managerial Personnel

- Appointment and Resignation

Board of Directors of the Company has an optimum combination of Promoter Directors and Non-Executive Independent Directors, who have in depth knowledge of the business and industry. There has been no change in Board of Directors of the Company during the financial year 2015-16.

Ms. Savita Dalai was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 10* July, 2015.

Mr. V.L Ganesh was appointed as CFO of the Company w.e.f. 10* July, 2015 and ceased to be so w.e.f. 19- February, 2016.

- Re-appointments

In accordance with the provisions of Section 152 of the Companies Art, 2013 and the company’s Association, Mr. Ajay S Mittal - Chairman & Managing Director retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

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

Xi.) Committees of the Board

Currently the Board have Six Committees namely Audit Committee. Nomination and Remuneration Committee, Share Transfer, Investor Grievances & Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Committee of Directors and Risk Management Committee. A detailed note on Board and its committees is provided in the Corporate Governance Report section of this Annual Report

Xii.) 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.

Xiii.) Extract of Annual Return

In accordance with Section 92 and 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 is appended as Annexure-up to the Board''s Report

Xiv.) Internal control systems

- Internal Control systems and their adequacy

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/s. ayesh Sanghrajka & Co. LLP, 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.

- Internal Controls over financial reporting

Your company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has adopted accounting policies which are in line with the accounting standards and the Act. These are in accordance with the generally accepted accounting principles in India.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

Xv.) Directors'' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a.) In the preparation of the annual accounts for the year ended 31stMarch, 2016, 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.


i.) Statutory Auditors

M/s M A Parikh & Co.. Chartered Accountants (Firm Registration NO.107556W), Mumbai, Statutory Auditors of the Company, were appointed as Statutory Auditor for a period of three years at the 33* Annual General Meeting of the Company, however the members are required to ratify their appointment every year.

Your directors recommend the ratification of appointment of M/s. M.A. Parikh & Co.. Chartered Accountants (Firm Registration No. 107556W) as Statutory Auditors of the Company, by the members at the ensuing Annual General Meeting The Company has received letter from M/s. M.A. Parikh & Co. Chartered Accountants, to ratified would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for such appointment. The necessary resolution seeking your approval for ratification of Statutory Auditor as been incorporated in the Notice convening the Annual General Meeting.

Auditors'' Report

Management''s response to the qualifications in the Auditors Report is as under:

a.) Refer Point No. 1 of Auditors Report

Post CDR exit, lenders are entitled to exercise rights and remedies available under the original loan documents, however in the absence of any communication from these lenders, the Company has not provided for additional interest from CDR cut-off date till 31st March, 2016.

b.) Refer Point No. 2 of Auditors Report

Upon finalization of restructuring with ARC. the Company will record the effect of the revised terms as to repayment of Principal and Interest

c.) Refer Point No. 3 of Auditors Report

Your Company has filed an application to the Central Government for waiver of recovery of excess remuneration paid and the same is pending before the Central Government.

d.) Refer Point No. 4 of Auditors Report

Mr. Shyam Rathi- CFO resigned w.e.f. 14* November, 2014 and the Company found a suitable candidate only in the month of July 2015, when Mr. V. L. Ganesh was appointed as CFO w.e.f. l0th July, 2015.

ii.) 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 cost records The Board of Directors, on the recommendation of Audit Committee, appointed M/s. Prashant Karlekar & Associates Practicing Cost Accountants (Firm Registration No. 16075) as Cost Auditors to audit the cost accounts of the Span for the financial year 2015-16 at a remuneration of Rs, 60,000/- (Rupees Sixty Thousand only plus applicable taxes ^reimbursement of out of pocket expenses. As required under the Companies Act, 2013. a resolution seeking member s approval for the ratification of remuneration paid to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

Auditors'' Report

There is no qualification in the Cost Audit Report in the year ended 31«March, 2015.

iii.) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act. 2013 and rules made there under, the Company has appointed M/s Aabid & Co. Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2015 -16. The Secretarial Audit Report for the financial year 2015-16 forms part of this Annual Report as Annexure-,V to the Board’s Report.

Auditors'' Report

Management''s response to the observations in the Secretarial Auditors'' Report is as under:

a.) Refer Point No. i. of Auditors Report

Your Company has filed an application to the Central Government for waiver of recovery of excess remuneration paid and the same is pending before the Central Government.

b.) Refer Point No. ii. of Auditors Report

Due to prevailing economic conditions and regulatory issues, the Company could not generate sufficient cash flows to service its debts. Your management is vigorously working towards the revival plan and hopeful that in future all debts will be paid off.

c.) Refer Point No. iii. of Auditors Report

The Company had already obtained the approval of FIPB for the warrants so allotted. An application to RBI for compounding has been filed by the Company.

d.) Refer Point No. iv of Auditors Report

Mr. Shyam Rathi - CFO resigned w.e.f. 14th November, 2014 and the Company found a suitable candidate only in the month of July 2015, when Mr. V.L. Ganesh was appointed as CFO w.e.f. 10th July, 2015.


Your Company sincerely believes that growth needs to be sustainable in a socially relevant manner. Today''s business environment especially in India, demands that corporate 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 viz. ''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.

Following CSR initiatives have been undertaken by your Company in the social front:

At Company''s FTWZ at Sai Village, Panvel we have a 24x7 emergency fire fighting vehicle and an emergency ambulance service dedicated for residents in the vicinity of Sai Village and Panvel area. This service is available to the local population free of charge through a toll free number.

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;// 120160620105217.pdf


Your Company recognizes the importance of human resources which is key and vital asset for enabling your Company to serve its customers and hence in turn maximize shareholders wealth. 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 senior management staff.

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.

Further statutory disclosures w.r.t Human Resources are as under:

i.) As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy on Sexual Harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

ii.) Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is annexed as Annexure-V.

None of the employees listed in the said Annexure is a relative of any director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

Key Managerial Personnel

Sr. No.

Name of the Person



Mr. Ajay S Mittal

Chairman and Managing Director


Mrs. Archana A Mittal

joint Managing Director ----


Mr.V.L. Ganesh

Chief Financial Officer (appointed w.e.f. 10th July. 2015 and resigned w.e.f. 19th February, 2016) .


Ms. Savita Dalai

Company Secretary and Compliance Officer (appointed w.e.f. 10th July, 2015)----


Mr. Subhrarabinda Birabar

CEO (Resigned w.e.f. 17'' March, 2016)


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 Ann Report.


Your Company is well aware of risks associated with its business operations and various projects under execution. Comprehensively risk management system is being put in place involving classification of risk adoption of risk, mitigation measures and a strong mechanism to deal with potential risks and situation leading to rise of risks in an effective manner.

Senior Professionals conversant with risk management systems have been entrusted with the said task with a brief to implement the risk management.


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 maintains 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.

Arshiya''s Rail Infrastructure division especially plays a pivotal role in the mitigation of pollution and reduction of fuel used for road travel through its unique Rail solutions that it provides to Corporate at Pan-India level.


The information under Section 134(3)(m) of the Companies Act. 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 for the year ended 31«March, 2016 is set out as under:

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

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

Foreign Exchange Earnings and Outgo:

- Foreign Exchange received - Rs, 16,93,76,774/-

- Foreign Exchange incurred - Rs, 37,99,899/


Your Directors wish to place on record their appreciation for the assistance, support and co-operation received from Government of India, the State Government and other Government agencies and department inventories, bankers, financial Institutions and all other Shareholders.

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 Mittal Archana A Mittal

Chairman and Managing Director Joint Managing Director

Place: Mumbai DIN: 00226355 DIN: 00703208

Dated: 25* May, 2016

Source : Dion Global Solutions Limited
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