ARNAV CORPORATION LIMITED€¦ · To appoint a director in place of Kajal Soni (DIN:06965706) who...

ARNAV CORPORATION LIMITED

ANNUAL REPORT 2016-17

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CASHFLOW STATEMENT

NOTES FORMNG PART OF FINANCIAL STATEMENTS

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

PROXY FORM

ATTENDANCE SLIP

ROUTE MAP

CONTENTS

CORPORATE INFORMATION

NOTICE OF ANNUAL GENERAL MEETING

BOARD’S REPORT

ANNEXURES TO THE BOARD’S REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CORPORATE GOVERNANCE REPORT

CERTIFICATION ON FINANCIAL STATEMENTS

CERTIFICATE ON CORPORATE GOVERNANCE

INDEPENDENT AUDITORS REPORT

BALANCE SHEET

STATEMENT OF PROFIT AND LOSS

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ARNAV CORPORATION LIMITED CIN: L74900MH1987PLC044592

Reg. Off: 802, Crystal Plaza, AG Link Road, Chakala,Andheri (E), Mumbai - 400099. Corp. off.: Unit 704, 7th Floor, Jay Antariksh, Marol Makwana Road, Marol, Andheri East- Mumbai-400059.

Phone: 022-64501225; Email:[email protected]; Listed At: BSE Limited; Scrip Code: 531467; Security Id: ARNAVCORPISIN: INE647D01014

Board of Directors:

DhirenNegandhi Chairman and Managing Director KajalSoni Executive Director Manish Rach Non-Executive Director ChandrakantShinde Independent Director GopalVyas Independent Director NitinShanichara Independent Director

Audit Committee: GopalVyas Manish Rach NitinShanichara Stakeholders Relationship Committee: GopalVyas NitinShanichara Chandrakant Shinde Nomination & Remuneration Committee: Chandrakant Shinde Gopal Vyas Nitin Shanichara Risk & Management Committee: Chandrakant Shinde KajalSoni Manish Rach Key Managerial Personnel: Dhiren Negandhi Compliance Officer Jayesh Shah Chief Financial Officer

Statutory Auditor: M/s Agarwal Desai & Shah Chartered Accountants

Bankers: Axis Bank Dhanlaxmi Bank Kotak Mahindra Bank

Registrar and Share Transfer Agent: Universal Capital Securities Pvt. Ltd. 21, ShakilNiwas, Opp. SatyaSaibaba Temple, Mahakali Caves Road, Andheri (E), Mumbai-400093. Phone: 28207203-05/28257641; Email:[email protected]

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NOTICE NOTICE is hereby given that the 30th

1. To Consider and Approve Financial Statements consisting of Balance Sheet as at 31

Annual General Meeting of the Members of Arnav Corporation Limited (CIN: L74900MH1987PLC044592) will be held at 101, C wing, AmbikaDarshan, C.P. Road, Kandivali (East), Mumbai-400 101 on Thursday, September 28, 2017 at 10.00 a.m. to transact the following businesses:

Ordinary Businesses:

st

March, 2017 and the Statement of Profit and Loss Account for the year ended on that date, together with the Board’s Report and Auditor’s Report.

2. To appoint a director in place of Kajal Soni (DIN:06965706) who retires by rotation and being eligible offers herself for re-appointment.

3. To Ratify the Appointment of M/s Agarwal Desai & Shah, Chartered Accountants as Statutory Auditors of the Company:

To consider and if thought fit, to pass, with or without modification (s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to recommendation of the Audit Committee and the Board of Directors the company hereby ratifies the appointment of M/s Agarwal Desai & Shah, Chartered Accountants, (firm Registration No. 124850W), as Auditor of Company to hold office from the conclusion of this Annual General Meeting (AGM) till conclusion of next AGM. RESOLVED FUTHER THAT the Board of Directors of the Company (including its committees thereof), be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary to give effect to this resolution.”

SPECIAL BUSINESSES: 4. Service of Documents through the mode as requested by the shareholders:

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of section 20 of the Companies Act, 2013 and other applicable provisions, if any, of the said act and relevant rules prescribed thereunder, whereby a document may be served on any member by the company by sending it to him by post or by registered post or by speed post or by courier or by delivering to his office or address, or by such electronic or other mode as may be prescribed, the consent of the company be and is hereby accorded to charge from the member the fee in advance equivalent to the estimated actual expenses of delivery of documents, pursuant to any request made by the shareholder for delivery of such document to him, through a particular mode of services mentioned above provided such request along with the requisite fee has been duly received by the company at least one week in advance of the dispatch of document by the company and that no such request shall be entertained by the company post the dispatch of such documents by the company to the shareholder.

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RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the director of the company be and is hereby authorised to do all acts, deeds matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that they may arise in respect of the matter aforesaid and further to do all acts, deeds, matters and things as may be necessary, proper or desirable or expedient to give effect to this resolution.”

For and on behalf of the Board of Directors Arnav Corporation Limited

Sd/- DhirenNegandhi

Date: September 05, 2017 Chairman & MD Place: Mumbai. DIN: 03385812

Notes:

1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the Special Businesses under item no 4 as stated above is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER. THE PROXIES SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

3. A person can act as a proxy on behalf of members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent of total share capital of the company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other Member.

4. Corporate members intending to send their authorized representatives to attend the Annual General Meeting, pursuant to section 113 of the Companies Act, 2013, are requested to send to the company, a certified copy of the relevant Board Resolution together with the respective specimen signatures of those representatives authorized under the said resolution to attend and vote on their behalf at the meeting.

5. Members, Proxies and Authorised representatives are requested to bring to the meeting; the attendance slips enclosed herewith duly completed and signed mentioning therein details of DP ID and Client ID/Folio No.

6. In case of joint holders attending the meeting, the joint holder who is higher in the order of names will be entitled to vote at the meeting.

7. The Register of Members and Share Transfer Books of the Company will be closed from Friday, September 22, 2017 toThursday, September 28, 2017 (both days inclusive),for purpose of the Annual General Meeting.

8. Members are requested to notify immediately changes, if any, in their registered addresses to the Company’s Registrar and Share Transfer Agents M/s. Universal Capital Securities Pvt. Ltd., 21/25, ShakilNiwas, Opp. SatyaSaibaba Temple, Andheri (E), Mumbai-400093.

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9. Request for additional information, if required: In case you intend to raise any queries in forthcoming Annual General Meeting, you are requested to please forward the same at least 10 days before the date of meeting to Mr. DhirenNegandhi, Compliance Officer, so that the same may be attended appropriate to your entire satisfaction.

10. The Annual report duly circulated to the members of the Company, is also available on the Company’s website..

11. In terms of section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 the Company is providing the facility to its members to exercise their right to vote by electronic means on any or all of the businesses specified in the accompanying Notice.

12. The instructions for shareholders voting electronically are as under:

i. The voting period begins on Monday, 25thSeptember, 2017 at 9:00 a.m. and ends on Wednesday, 27th September, 2017 at 5:00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Thursday, 21st

ii. The shareholders should log on to the e-voting website

September, 2017 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

www.evotingindia.com. iii. Click on Shareholders / Members iv. Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

v. Next enter the Image Verification as displayed and Click on Login. vi. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

earlier voting of any company, then your existing password is to be used. vii. If you are a first time user follow the steps given below: For Members holding shares in Demat Form and Physical Form.

For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable

for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details

OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

viii. After entering these details appropriately, click on “SUBMIT” tab.

ix. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein

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they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

x. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

xi. Click on the EVSN “170905069” for Arnav Corporation Limited on which you choose to vote. xii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xiii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. xiv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will

be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

xv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. xvi. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

xvii. If a demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

xviii. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

xix. Note for Non – Individual Shareholders and Custodians • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to

log on to www.evotingindia.com and register themselves as Corporates. • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected]. • After receiving the login details a Compliance User should be created using the admin login and

password. The Compliance User would be able to link the account(s) for which they wish to vote on. • The list of accounts linked in the login should be mailed to [email protected] and on

approval of the accounts they would be able to cast their vote. • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour

of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

13. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

14. Mr. MayankArora, Proprietor of M/s MayankArora& Co, Practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the e-voting process.

15. Voting will be provided to the members through e-voting and/or at the venue of the Meeting. A member can opt for only one mode of voting i.e. either through e-voting or ballot if a member cast votes by both modes, then voting done through e-voting shall prevail and the ballot shall be treated as invalid.

16. All the documents referred to in the accompanying notice and Explanatory Statement are open for inspection at the Company’s Registered Office on all working days of the Company between 10.00 a.m. to 1.00 p.m. upto the date of the Annual General Meeting except Saturdays, Sundays and Public Holidays.

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17. Members/Proxies are requested to bring their attendance slip duly filled in along with their copy of Annual Report to the Meeting.

Details of Directors seeking Appointment and Re-appointment at the ensuing Annual General Meeting:

Name KajalSoni DIN 06965706 Qualification Graduate Nationality Indian Experience Ms. KajalSoni has been a Director since 29/09/2014.

She has made remarkable contribution in the progress of the Company. Her efforts have been appreciated by the management as well as fellow directors.

No. of shares held NIL Inter-se Relationship with Other Directors None

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Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 and Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed hereto.

Item No. 4:

Service of Documents through the mode as requested by the shareholders:

As per the provisions of Section 20 of the Companies Act, 2013, a member may request for any document through a particular mode, for which the member shall pay such fees as may be determined by the company. Since the cost of providing documents may vary according to the mode of service, weight and its destination etc. Therefore, it is proposed that actual expenses borne by the company for such dispatch will be paid in advance by the member to the Company. The Board recommends the resolution at item no. 4 for the approval of the shareholders. No Director or Key Managerial Personnel or their relatives respectively are in any way concerned or interested in the proposed resolution.

By order of the Board of Directors Arnav Corporation Limited

Sd/- DhirenNegandhi


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BOARD’S REPORT

To, The Members, Arnav Corporation Limited

The Directors of Company are delighted to present 30th

1. Financial Results:

Annual Report along with the Audited Financial statements and Auditor’s Report for the year ended March 31, 2017.

Your Company has taken many Strategic steps during the year to strengthen its financials and to achieve all round growth of business.

The financial performance of your Company for the year ended 31.03.2017 is summarized below:

Particulars (Amount in Rs.) Current Year (31.03.2017)

Previous Year (31.03.2016)

Revenue from Operations 139,276,301 101,774,531 Other Income - - Total Income 139,276,301 101,774,531 Less: Total Expenses 138,952,275 101,646,849 Profit/Loss Before Taxation 324,026 127,682 Less: Current Tax 61,743 24,330 Deferred Tax - - Profit After Taxation 262,283 103,352

2. Operations and Business Performance:

During the year under review, the topline soared by 36.85% to Rs. 13,92,76,301/- and the bottom line grew 153% to Rs. 2,62,283/-. The provision for Tax stood at Rs. 61,743/- as compared to Rs. 24,330/- in the previous year.

3. Dividend:

To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.

4. Transfer To Reserves:

There is no amount proposed to be transferred to the Reserves.

5. Capital Structure:

There has been no change in the capital structure of the company. As on March 31, 2017, the authorized share capital of the Company was Rs. 100,00,00,000/- consisting of 10,00,00,000 Equity shares of Rs. 10/- each. The Issued, Subscribed and paid up capital was Rs. 89,42,09,580/-consisting of 8,94,20,958 Equity shares of Rs. 10/- each.

6. Statutory Auditor :

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Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereafter M/s Agarwal Desai & Shah,(Firm Registration No: 124850W), Chartered Accountants, were appointed as Statutory Auditor of the company from the conclusion of the 28thAGM held on 30th September, 2015 till the conclusion of the 33rd

7. Statutory Auditor’s Report:

AGM, subject to ratification of their appointment of every AGM. Thus, appropriate resolution for ratification of appointment of Statutory Auditor shall be put across to the members for their approval in forthcoming AGM.

The Auditors’ Report does not contain any qualification , reservation or adverse remark and the Notes on financial statement referred to in the Auditors’ Report are self –explanatory and do not call for any further comments.

8. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Ms. NomitaVerma, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st

9. Secretarial Auditor’s Report:

March, 2017.

The Secretarial Audit Report is annexed as “Annexure I” to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer

10. Internal Auditor:

Pursuant to section 138(1) read with the Company (Accounts) Rules, 2014, M/s. TejasNadkarni& Associates, Practicing Chartered Accountants is appointed as the Internal Auditor of the Company under whole-time employment. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor monitors and evaluated the efficiency and adequacy of internal control systems of your company, its compliance with accounting procedures and policies of your Company. Based on the report of Internal Audit, the management undertakes corrective action and thereby strengthens controls.

11. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The Company has not declared dividend in the past. Hence, there is no Unclaimed Dividend to be transferred to the Investor Education and Protection Fund.

12. Management’s Discussion and Analysis:

The Management’s Discussion and Analysis Report for the year under review as stipulates under Clause 49 of the Listing Agreement with Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

13. Subsidiaries, Joint Ventures and Associate Companies:

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The Company has no Subsidiary, Joint Venture or Associates Companies during the year review and hence no information required to be furnished as per the provisions of Rule 8(5) (iv) of the Companies (Accounts) Rules, 2014.

14. Directors Responsibility Statement:

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for twelve months period ended on 31st March, 2017 and state that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along

with proper explanation relating to material departures;

b) The Directors had 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 profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

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

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

15. Corporate Governance: The Corporate GovernanceReport forms part of this Annual Report and also contains certain disclosures required under the Companies Act, 2013.

16. Particulars of Contracts and Arrangements with Related Parties :

The Company during the financial year under review has not entered into any transactions with any related party as defined under section 2(76) of the Companies Act, 2013 read with the Companies (Specification and Definitions Details), Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no related party transactions made by the Company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflicts with the interest of the Company at large.

17. Corporate Social Responsibility:

The Conditions prescribed in the Section 135 of the Companies Act,2013 requiring a Company to constitute a Corporate Social Responsibility Committee are not applicable to your company.The Board of Directors periodically reviews the applicability of CSR rules to the Company.

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18. Directors and Key Managerial Personnel:

The management of your Company has a healthy mix of youth and experienced individuals with a very strong Board of Directors to guide the business. Mr. Dhiren Negandhi, the Managing Director and Jayesh Shah, the Chief Financial Officer of the Company are Key Managerial Personnel of the Company.

19. Number Of Meetings Of The Board:

During the Financial Year under review, the Board met nine times, as against the minimum requirement of four meetings during the financial year ended 31st March, 2017. The Board meetings were held on following dates: (1) 28th May, 2016 (2)15th July, 2016 (3)13th August, 2016 (4)31thAugust, 2016 (5) 1st October, 2016 (6) 21st October. 2016 (7) 14th November, 2016 (8)3rd

20. Declaration given by Independent Directors:

January, 2017 (9)14th February, 2017.All the Directors actively participated in the meeting. The details thereof are given in Corporate Governance Report which forms a part of this Annual Report.

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013.

21. Nomination & Remuneration Policy:

A committee of the Board named as “Nomination and Remuneration Committee” has been constituted to comply with the provisions of section 178 of Companies Act, 2013. The Nomination and Remuneration Committee recommendstheNomination and Remuneration policy of the Company to the Board and the same is adopted and implemented by the Board with or without modifications. The Nomination and Remuneration Policy guides the management in the matters relating to directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Director’s & KMPs, Payment of Remuneration to them and Evaluation of their performance. The policy is also posted in the investors section of the company’s website. The Nomination and Remuneration Policy isannexed as “Annexure II” to this Annual Report

22. Statement Indicating development & implementation of risk management policy:

Your Company has a well-defined risk management framework in place.The Company has developed and implementing a risk management policy which includes the identification therein of elements of risk, which in the opinion of the board may threaten the existence of the Company.

The Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review risk management plan. The Committee is also empowered, inter alia, to review and recommend to the Board the Modifications to the Risk Management Policy.

23. Board and Director Evaluation and criteria for evaluation:

During the year, the Board has carried out an annual evaluation of its own performance, performance of Directors and that of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation include inter alia, degree of fulfillment of key responsibilities, Board structure and

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composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings.

Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The procedure followed for the performance evaluation of the Board, Committees and Directors is detailed in the Directors’ Report.

24. Material Changes and Commitments:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

25. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

Your Company’s operations do not involve any manufacturing or processing activities. The information on conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as “Annexure III” to this Report.

26. Particulars of Loans, Guarantees, security and acquisition under Section 186 of the Companies Act, 2013:

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act as at the end of the Financial Year 2016-17 are part of the audited financial statements.

27. Particulars of Employees and related disclosures :

The information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure IV”which forms part of this report.

28. Extract of Annual Return:

Pursuant to the requirement under section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return as on 31st

29. Disclosure on Deposit under chapter V:

March, 2017 in prescribed Form MGT-9 is appended as “Annexure V” to this Report.

During the year, your Company has not accepted any deposit within the meaning of the provisions of Section 73 of the Companies Act, 2013.

30. Disclosure of Composition of Audit Committee and providing Vigil Mechanism:

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The Composition of the Audit Committee of the Board of Directors along with composition of other Committees is stated in the Corporate Governance Report. Pursuant to Section 177(9) and (10) of the Companies Act, 2013, your Company has Whistle Blower Policy for Directors and Employees to report to the Audit Committee about the unethical behavior, fraud or violation of Company’s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.

31. Significant and Material Orders Passed By the Regulators or Courts: The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company’s operations in future.

32. Acknowledgements:

Your Directors wish to place on their sincere appreciation to the Bankers of the Company, Company’s customers, vendors and investors for their continued support during the year.

The Directors also wish to place on record their continued appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.


Sd/- DhirenNegandhi


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ANNEXURE I

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31STMARCH, 2017 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, ARNAV CORPORATION LIMITED 802, CRYSTAL PLAZA, AG LINK ROAD, CHAKALA, ANDHERI, MUMBAI- 400099. I, NomitaVerma, Practicing Company Secretaries have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ARNAV CORPORATION LIMITED (CIN: L74900MH1987PLC044592) (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st

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

March, 2017 according to the provisions of: (i) The Companies Act, 2013 (as amended) (‘the Act’) and the Rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; - Not applicable to the Company during the period of audit. (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009- Not applicable to the Company during the period of audit;

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(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999- Not applicable to the Company during the period of audit;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable to the Company during the period of audit;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; Not applicable to the Company as they are not covered under Registrar to Issue and share Transfer Agent during the period of audit.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not applicable to the Company during the period of audit and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable to the Company during the period of audit.

(vi) We further report that after considering the compliance system prevailing in the Company, and after carrying out test checks of the relevant records and documents maintained by the Company, it has complied with the following laws that are applicable specifically to the Company:

1) The Petroleum Act, 1934 2) Petroleum and Natural Gas Regulatory Board Act, 2006 3) The oil Industry (Development)Act, 1974. 4) Mines and Minerals (Regulations and Development) Act, 1957.

I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by the Council of The Institute of Company Secretaries of India; (ii) The Listing Agreements entered into by the Company with BSE LIMITED.:- [Listing Obligations and Disclosure Requirements] Regulations, 2015) (iii) The Securities and Exchange Board of India [Prohibition of Insider Trading] Regulations, 2015). During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. The Board of Directors of the Company is duly constituted with Non-Executive Directors and Independent Directors only. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notices were given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decisions were carried through while the dissenting members’ views, if any, were captured and recorded as part of the minutes. I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and

Page | 17

guidelines. The Company is in the process of appointing Whole Time Company Secretary and filing of Annual Returns of last 3 years with the MCA portal and the company has no any website in terms of Regulation 46(2) of SEBI Listing Regulation 2015 (LODR) as on date of signing this report. I further report that during the audit period, there were no instances:

i. Public/Rights/Debentures/Sweat Equity. ii. Buy back of Securities.

iii. Major decisions taken by the Members in pursuance to section 180 of the Companies Act, 2013. iv. Merger/amalgamation/reconstruction, etc. v. Foreign technical collaborations.

This Report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this Report. Sd/- NomitaVerma Practicing Company Secretary ACS No.: 38222 C P No.: 14563

Place: Kolkata Date: 28th June, 2017

Page | 18

Annexure A To, The Members, ARNAV CORPORATION LIMITED 802, CRYSTAL PLAZA, AG LINK ROAD, CHAKALA, ANDHERI, MUMBAI- 400099. My report of even date is to be read along with this letter. 1. Maintenance of Secretarial record is the responsibility of the management of the Company. My

responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the Secretarial records. The verification was done on test check basis to ensure that correct facts are reflected in Secretarial records. I believe that the process and practices, I followed provide a reasonable basis of my opinion.

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

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test check basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/- NomitaVerma Practicing Company Secretary ACS No.: 38222 C P No.: 14563

Place: Kolkata Date: 28th June, 2017

Page | 19

ANNEXURE II NOMINATION AND REMUNERATION POLICY

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

Introduction

The Company considers human resources as its invaluable assets. This policy on nomination and remuneration of Directors, Key Managerial Personnel (KMPs), Senior Management Personnel (SMP) has been formulated in terms of the provisions of the Companies Act, 2013 and the listing agreement in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonize the aspirations of human resources consistent with the goals of the Company.

Definitions:-

• “Board”:- Board means Board of Directors of the Company as constituted from time to time. • “Director”:- Director means Directors of the Company. • “Committee”:- Committee means Nomination and Remuneration Committee of the Company as constituted

or reconstituted by the Board, from time to time. • “Company”:- Company means Arnav Corporation Limited. • “Independent Director”:- As provided under Clause 49 of the Listing Agreement and/or under the

Companies Act, 2013, ‘Independent Director’ shall mean a Non Executive Director, other than a Nominee Director of the Company: a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and

experience; b. who is or was not a promoter of the Company or its holding, subsidiary or associate Company; c. who is not related to promoters or Directors in the Company, its holding, subsidiary or associate

Company; d. apart from receiving Director's remuneration, has or had no pecuniary relationship with the Company,

its holding, subsidiary or associate Company, or their promoters, or Directors, during the two immediately preceding financial years or during the current financial year;

e. none of whose relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters, or Directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

f. who, neither himself nor any of his relatives — i. holds or has held the position of a Key Managerial Personnel or is or has been employee of the

Company or its holding, subsidiary or associate Company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

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

Page | 20

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

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

v. is a material supplier, service provider or customer or a lesser or lessee of the Company; g. who is not less than 21 years of age.

• “Key Managerial Personnel”:- Key Managerial Personnel (KMP) means-

i. the Chief Executive Officer or the Managing Director or the Manager; ii. the Company Secretary;

iii. the Whole Time Director; iv. the Chief Financial Officer; and v. such other officer as may be prescribed under the applicable statutory provisions/ regulations.

• “Senior Management Personnel”:- The expression ‘‘Senior Management Personnel” (SMP) means personnel

of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the Executive Directors, including the functional heads. Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

Applicability

The Policy is applicable to: • Directors (Executive and Non Executive) • Key Managerial Personnel (KMP) • Senior Management Personnel (SMP)

Purpose

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

Accountabilities

i. The Board is ultimately responsible for the appointment of Directors and KMP. ii. The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors,

KMP and the SMP of the Company to the Nomination and Remuneration Committee which makes recommendations and nominations to the Board.

Nomination and Remuneration Committee

a) Objectives of the Committee

The Committee shall:

Page | 21

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

ii. Formulation of criteria for evaluation of Independent Director and the Board iii. Devising a policy on Board diversity. iv. Identify persons who are qualified to become Director and persons who may be appointed in KMP and

SMP positions in accordance with the criteria laid down in this policy. v. Recommend to the Board, appointment and removal of Director, KMP and SMP.

b) Constitution of the Committee

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

ii. The Nomination and Remuneration Committee comprises of the following: a) The Committee shall consist of a minimum three (3) non-executive directors, majority of them being

independent. b) Minimum two (2) members shall constitute a quorum for the Committee meeting. c) Membership of the Committee shall be disclosed in the Annual Report. d) Term of the Committee shall be continued unless terminated by the Board of Directors.

c) Chairman:

a) Chairman of the Committee shall be an Independent Director. b) Chairman of the Company may be appointed as a member of the Committee but shall not be a Chairman

of the Committee. c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one

amongst them to act as Chairman. d) Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual

General Meeting or may nominate some other member to answer the shareholders’ queries.

d) Committee Members’ Interests:

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

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

e) Voting:

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

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

Page | 22

Appointment of Directors/ KMP’s/ SMP :-

a. General Appointment Criteria :

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

ii. The Company should ensure that the person so appointed as Director/ Independent Director/ KMP/ SMP shall not be disqualified under the Companies Act, 2013, rules made thereunder, Listing Agreement or any other enactment for the time being in force.

iii. The Director/ Independent Director/ KMP/ SMP shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made thereunder, Listing Agreement or any other enactment for the time being in force.

b. Additional Criteria for Appointment of Independent Directors :

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

c. Term/ Tenure :

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

d. Removal :

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

e. Letters of Appointment :

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

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

The evaluation/ assessment of the Directors, KMPs and the SMP of the Company is to be conducted on an annual basis and to satisfy the requirements of the Listing Agreement.

a. Executive Directors :

The following criteria may assist in determining how effective the performances of the Directors/ KMPs/ SMP have been: • Leadership and stewardship abilities • Contributing to clearly define corporate objectives and plans • Communication of expectations and concerns clearly with subordinates • Obtain adequate, relevant and timely information from external sources • Review and approval achievement of strategic and operational plans, objectives, budgets

Page | 23

• Regular monitoring of corporate results against projections • Identify, monitor and mitigate significant corporate risks • Assess policies, structures and procedures • Direct, monitor and evaluate KMPs, Senior Officials • Review management’s succession plan • Effective meetings • Assuring appropriate board size, composition, independence, structure • Clearly defining roles and monitoring activities of committees • Review of corporation’s ethical conduct • Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of

the Executive/ Non-Independent Directors in a separate meeting of the Independent Directors.

b. Non-Executive Directors : The Non Executive Directors shall be evaluated on the basis of the following criteria i.e. whether they: a. Act objectively and constructively while exercising their duties; b. Exercise their responsibilities in a bona fide manner in the interest of the Company; devote sufficient

time and attention to their professional obligations for informed and balanced decision making; c. Do not abuse their position to the detriment of the Company or its shareholders or for the purpose of

gaining direct or indirect personal advantage or advantage for any associated person; d. Refrain from any action that would lead to loss of his independence; e. Inform the Board immediately when they lose their independence; f. Assist the Company in implementing the best Corporate Governance practices. g. Strive to attend all meetings of the Board of Directors and the Committees; h. Participate constructively and actively in the Committees of the Board in which they are Chairpersons

or members; i. Strive to attend the general meetings of the Company; j. Keep themselves well informed about the Company and the external environment in which it operates; k. Do not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board; l. Moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between

management and shareholder’s interest. m. Abide by Company’s Memorandum and Articles of Association, Company’s policies and procedures

including code of conduct, insider trading guidelines etc. The Executive Director/ Non-Independent Directors along with the Independent Directors will evaluate/ assess each of the Independent Directors on the aforesaid parameters. Only the Independent Director being evaluated will not participate in the said evaluation discussion.

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

The Nomination and Remuneration Committee determines individual remuneration packages for Directors, KMP and SMP of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable Companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/ other guidelines. The Committee consults with the Chairman of the Board as it deems appropriate. Remuneration of the Chairman is recommended by the

Page | 24

Committee to the Board of the Company. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the workings of the Company and its goods.

d. Director/ Managing Director o Base Compensation (fixed salaries) :

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

o Variable salary:

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

e. Non-Executive Independent Directors

The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board and profit related commission as may be approved by the Members. The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other Directors provided that the amount of such fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

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

f. KMPs/ SMP etc.

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

Policy on Board diversity

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

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

Page | 25

ANNEXURE III

DETAILS OF CONVERSATION OF ENERGY, TEHCNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO [Pursuant to clause (m) of sub-section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014] A. CONSERVATION OF ENERGY:

1 The steps taken or impact on conservation of energy NA 2 The steps taken by the company for utilizing alternate sources of energy NA 3 The capital investment on energy conservation equipment NA

B. TECHNOLOGY ABSORPTION:

Your Company is committed to adopt new technologies which are cost-effective and enhances efficiency, safety, environment, employee and customer satisfaction and quality of our product and services.

1 The efforts made towards technology absorption NA 2 The benefits derived like product improvement, cost reduction, product

development or import substitution NA

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 imported b. The year of import c. Whether the technology been fully absorbed d. If not fully absorbed, area where absorption has not taken place, and the

reason thereof; and

NA

4 The expenditure incurred on Research and Development NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars 2016-17 2015-16 Foreign Exchange Earnings NIL NIL Foreign Exchange Outgo NIL NIL


Sd/- DhirenNegandhi


Page | 26

ANNEXURE IV

PARTICULARS OF EMPLOYEES AS PER THE PROVISIONS OF SECTION 197 (12) OF THECOMPANIES ACT, 2013

I. INFORMATION AS PER RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014. 1. During the year under review, no remuneration was paid to any Director or Key Managerial Personnel.

Therefore, no ratio was calculated with respect to ratio of remuneration of each director to ratio of remuneration of employees of the Company.

2. Calculation of percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, for the Financial Year 2016-17 is not applicable as the company has not paid any remuneration during the year under review.

3. The number of permanent employees on the rolls of the Company as of 31st

4. The Median Remuneration of Employees (MRE) was Rs. 74420 and is Rs. 91950/- in FY 2015-16 and FY 2016-17 respectively. The increase in MRE in FY 2016-17, as compared to FY 2015-16 is 23.55%.

March, 2017 is 4.

II. INFORMATION AS PER RULE 5 (2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND

REMUNERATIONOF MANAGERIAL PERSONNEL) RULES, 2014: There were no employees who: 1. Are in receipt of remuneration for the financial year 2016-17, in aggregate, was not less than Rupees

One Crore and Two Lakhs only. 2. Are in receipt of remuneration for any part of the financial year 2016-17, at a rate which, in aggregate,

was not less than Rupees Eight Lakhs Fifty Thousand only per month. 3. are in receipt of remuneration in the financial year 2016-17, in the aggregate, or as the case may be, at

a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.


Sd/- DhirenNegandhi


Page | 27

ANNEXURE V FORM MGT-9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2017

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

1. REGISTRATION AND OTHER DETAILS:

Corporate Identification Number L74900MH1987PLC044592 Registration Date September 07, 1987 Name of the Company Arnav Corporation Limited Category/Sub-Category of the Company Company Limited by Shares / Non-Government

Company Address of the Registered Office & Contact Details

802, Crystal Plaza, AG Link Road, Chakala,Andheri (E), ,Mumbai -400099. Email Id: [email protected] Phone: 022-64501225

Whether Listed Company Yes Name, Address and Contact Details of Registrar & Transfer Agents, if any

Universal Capital Securities Pvt. Ltd. 21/25, ShakilNiwas, Opp. SatyaSaibaba Temple, Mahakali Caves Road, Andheri (E), Mumbai-400093. Phone: 022-28257641/28207203-05 Email:[email protected] Website: http://www.unisec.in/

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

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

Sr. No.

Name of Description of Main Product/Services

NIC code of the Product/Service

% to the total turnover of the Company

1 Non-Specialized Wholesale Trade 46909 100%

3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATES COMPANIES:

Sr. No.

Name and Address of the Company

CIN/GLN

Holding / Subsidiary / Associate

% of shares held

Applicable Section

Not Applicable


Page | 28

4. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category wise Shareholding:

Category of Shareholders

No. of Shares held at the beginning of the year 1st April, 2016

No. of Shares held at the end of the year 31st March, 2017

% change during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters 1) Indian a) Individual/HUF 2,01,074 - 2,01,074 0.22 2,14,079 - 214079 0.24 0.02 b) Central Govt. or State

Govt. - - - - - - - - -

c) Bodies Corporate - - - - - - - - - d) Bank/FI - - - - - - - - - e) Directors/ Relatives - - - - - - - - - Sub Total:(A) (1) 2,01,074 - 2,01,074 0.22 214079 - 214079 0.24 0.02

2) Foreign a) NRI- Individuals - - - - - - - - - b) Other Individuals - - - - - - - - - c) Bodies Corp. - - - - - - - - - d) Banks/FI - - - - - - - - - e) Any others - - - - - - - - - Sub Total (A) (2) - - - - - - - - - Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

201074 - 201074 0.22 214079 - 214079 0.24 0.02

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - 0 0 0 0 0.00 b) Banks/FI - - - - 0 0 0 0 0.00 c) Central Govt(s) - - - - 0 0 0 0 0.00 d) State Govt. - - - - 0 0 0 0 0.00 e) Venture Capital Fund - - - - 0 0 0 0 0.00 f) Insurance Companies - - - - 0 0 0 0 0.00 g) FIIS - - - - 0 0 0 0 0.00 h) Foreign Venture

Capital Funds - - - - 0 0 0 0 0.00

i) Any Others - - - - 0 0 0 0 0.00 SUB TOTAL (B)(1): - - - - 0 0 0 0 0.00

2. Non Institutions a) Bodies Corporate (i) Indian 66835111 366300 67201411 75.15 20271631 364800 20636431 23.08 -52.07 (ii) Overseas b) Individuals (i) Individual

shareholders holding nominal share

1774962 1396802 3171764 3.55 31266361 1395302 32661663 36.53 32.98

Page | 29

(ii) Change In Promoter’s Shareholding (Specify if there is no Change)

Sr. No. Shareholders Name

Details of Shareholding

Cumulative Shareholding during the year

No. of Shares

% of total Shares of the Company

No. of Shares % of total Shares of the Company

1

Jayesh Shah At the beginning of the year 201074 0.22 - - Increase/(Decrease) during the year

Date Purchase/(Sale) 08/04/2016 Purchase 13005 0.015 214079 0.24

At the end of the year 214079 0.24

capital up to Rs.1 lakhs

(ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs

12189047 294624 12483671 13.96 31783584 294624 32078208 35.87 21.91

c) Others (specify) (i) Clearing Members 5703069 0 5703069 6.38 2791144 0 2791144 3.12 -3.26 (ii) Trust (iii) NRI/OCB 47753 612216 659969 0.74 427217 612216 1039433 1.16 0.42 (iv) Foreign Nationals (v) Foreign Corporate

Body

SUB TOTAL (B)(2): 86549942 2669942 89219884 99.78 86539937 2666942 89206879 99.76 -0.01

Total Public Shareholding (B)= (B)(1)+(B)(2)

86549942 2669942 89219884 99.78 86539937 2666942 89206879 99.76 -0.01

Total (A)+(B) 86751016 2669942 89420958 100.00 86754016 2666942 89420958 100.00 0.00

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A+B+C) 86751016 2669942 89420958 100.00 86754016 2666942 89420958 100.00 0.00

Page | 30

(iii) Shareholding Pattern of Top Ten shareholders (Other than Directors, Promoters and Holders of GDR’s and ADR’s)

Sr. No. Name of the shareholder

Details of Shareholding Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares % of total shares of the company

1 INTERNATIONAL FINANCIAL SERVICES LTD.

At the beginning of the year 6643421 7.43

Changes during the year

03-06-16 Transfer -25 0.00 6643396 7.43

05-08-16 Transfer -100000 -0.11 6543396 7.32

12-08-16 Transfer -100000 -0.11 6443396 7.21

02-09-16 Transfer -2400000 -2.68 4043396 4.52

21-10-16 Transfer -4043396 -4.52 0 0.00

2 APRATEEM TRADING PRIVATE LIMITED 6040660 6.76

Changes during the year 06-01-17 Transfer -4500660 -5.03 1540000 1.72

3 JABEEN TRADELINK PVT LTD 5789870 6.47 Changes

during the year 26-08-16 Transfer -5789870 -6.47 0 0.00

4 BULLTEXT REALITY PRIVATE LTD 5316572 5.95


15-07-16 Transfer -20000 -0.02 5296572 5.92 22-07-16 Transfer -582353 -0.65 4714219 5.27 05-08-16 Transfer -300000 -0.34 4414219 4.94

31-12-16 Transfer -4414219 -4.94 0 0.00

5 PARKWAY PROPERTIES PRIVATE LIMITED 5133949 5.74


22-04-16 Transfer -120000 -0.13 5013949 5.61 06-05-16 Transfer -160000 -0.18 4853949 5.43 29-07-16 Transfer -1600000 -1.79 3253949 3.64 06-01-17 Transfer -3248870 -3.63 5079 0.01

6 AJMERA ASSOCIATES LTD. 5000000 5.59 Changes

during the year 17-02-17 Transfer -5000000 -5.59 0 0.00

7 SHRIRAM CREDIT COMPANY LIMITED 4898327 5.48


29-07-16 Transfer -23962 -0.03 4874365 5.45 02-09-16 Transfer -300000 -0.34 4574365 5.12 09-09-16 Transfer -395240 -0.44 4179125 4.67 16-09-16 Transfer -100000 -0.11 4079125 4.56 23-09-16 Transfer -100000 -0.11 3979125 4.45 30-09-16 Transfer -440000 -0.49 3539125 3.96 07-10-16 Transfer -230000 -0.26 3309125 3.70 14-10-16 Transfer -121000 -0.14 3188125 3.57 21-10-16 Transfer -100000 -0.11 3088125 3.45 28-10-16 Transfer -100000 -0.11 2988125 3.34 31-12-16 Transfer -4500 -0.01 2983625 3.34 27-01-17 Transfer -106143 -0.12 2877482 3.22

03-02-17 Transfer -211473 -0.24 2666009 2.98

Page | 31


8 ADAMINA TRADERS PVT LTD 4166320 4.66 Changes

during the year


9 ORANGE MIST PRODUCTIONS PRIVATE LIMITED 4107650 4.59 4107650 4.59

10 JESHNA MULTITRADE PRIVATE LTD 3212440 3.59


05-08-16 Transfer -1200000 -1.34 2012440 2.25

26-08-16 Transfer -2000000 -2.24 12440 0.01

11 ANUMITA INFRASTRUCTURE PRIVATE LTD 939778 1.05


30-06-16 Transfer -600000 -0.67 339778 0.38 15-07-16 Transfer -176225 -0.20 163553 0.18 22-07-16 Transfer -163523 -0.18 30 0.00 29-07-16 Transfer 85 0.00 115 0.00 05-08-16 Transfer -87 0.00 28 0.00 12-08-16 Transfer -24 0.00 4 0.00 17-02-17 Transfer 4999996 5.59 5000000 5.59

12 KARVY STOCK BROKING LIMITED 7109 0.01


30-06-16 Transfer 198 0.00 7307 0.01 08-07-16 Transfer 2802 0.00 10109 0.01 15-07-16 Transfer 12500 0.01 22609 0.03 22-07-16 Transfer -12845 -0.01 9764 0.01 29-07-16 Transfer -4500 -0.01 5264 0.01 05-08-16 Transfer 32730 0.04 37994 0.04 12-08-16 Transfer -10800 -0.01 27194 0.03 19-08-16 Transfer -4600 -0.01 22594 0.03 26-08-16 Transfer -1510 0.00 21084 0.02 02-09-16 Transfer 15750 0.02 36834 0.04 09-09-16 Transfer 3950 0.00 40784 0.05 16-09-16 Transfer -16600 -0.02 24184 0.03 23-09-16 Transfer 10709 0.01 34893 0.04 30-09-16 Transfer 99141 0.11 134034 0.15 07-10-16 Transfer 20115 0.02 154149 0.17 14-10-16 Transfer 12021 0.01 166170 0.19 21-10-16 Transfer 36440 0.04 202610 0.23 28-10-16 Transfer 161040 0.18 363650 0.41 04-11-16 Transfer 10086 0.01 373736 0.42 11-11-16 Transfer 1101 0.00 374837 0.42 18-11-16 Transfer 2000 0.00 376837 0.42 02-12-16 Transfer 1000 0.00 377837 0.42 09-12-16 Transfer 3000 0.00 380837 0.43 16-12-16 Transfer 7000 0.01 387837 0.43 31-12-16 Transfer 56682 0.06 444519 0.50 06-01-17 Transfer 326229 0.36 770748 0.86 13-01-17 Transfer 143472 0.16 914220 1.02 20-01-17 Transfer 85823 0.10 1000043 1.12 27-01-17 Transfer 7100 0.01 1007143 1.13 03-02-17 Transfer 5400 0.01 1012543 1.13

10-02-17 Transfer -4130 0.00 1008413 1.13 17-02-17 Transfer 1000 0.00 1009413 1.13

Page | 32

24-02-17 Transfer 500 0.00 1009913 1.13 03-03-17 Transfer -2645 0.00 1007268 1.13 10-03-17 Transfer -1000 0.00 1006268 1.13 17-03-17 Transfer -22785 -0.03 983483 1.10 24-03-17 Transfer -12984 -0.01 970499 1.09 31-03-17 Transfer -29995 -0.03 940504 1.05

13 FOREVER MERCHANTS PVT. LTD. 642373 0.72

Changes during the year 06-01-17 Transfer 10000 0.01 652373 0.73

14 MANGAL CREDIT AND FINCORP LIMITED 536000 0.60 536000 0.60

15 EDELWEISS BROKING LTD 98 0.00


08-07-16 Transfer 158 0.00 256 0.00 15-07-16 Transfer 16060 0.02 16316 0.02 22-07-16 Transfer -7074 -0.01 9242 0.01 29-07-16 Transfer 2250 0.00 11492 0.01 05-08-16 Transfer 43918 0.05 55410 0.06 12-08-16 Transfer -31900 -0.04 23510 0.03 19-08-16 Transfer -10009 -0.01 13501 0.02 26-08-16 Transfer 6147 0.01 19648 0.02 02-09-16 Transfer 10795 0.01 30443 0.03 09-09-16 Transfer 6334 0.01 36777 0.04 16-09-16 Transfer -23637 -0.03 13140 0.01 23-09-16 Transfer 15530 0.02 28670 0.03 30-09-16 Transfer 34185 0.04 62855 0.07 07-10-16 Transfer 8164 0.01 71019 0.08 14-10-16 Transfer 3650 0.00 74669 0.08 21-10-16 Transfer -7485 -0.01 67184 0.08 28-10-16 Transfer 214680 0.24 281864 0.32 04-11-16 Transfer 7730 0.01 289594 0.32 11-11-16 Transfer 2210 0.00 291804 0.33 18-11-16 Transfer -3700 0.00 288104 0.32 25-11-16 Transfer -1000 0.00 287104 0.32 02-12-16 Transfer 1000 0.00 288104 0.32 16-12-16 Transfer -175985 -0.20 112119 0.13 23-12-16 Transfer 35450 0.04 147569 0.17 31-12-16 Transfer 58302 0.07 205871 0.23 06-01-17 Transfer 502702 0.56 708573 0.79 13-01-17 Transfer 120319 0.13 828892 0.93 20-01-17 Transfer 55082 0.06 883974 0.99 27-01-17 Transfer -3560 0.00 880414 0.98 03-02-17 Transfer -12882 -0.01 867532 0.97 10-02-17 Transfer -9775 -0.01 857757 0.96 17-02-17 Transfer -1820 0.00 855937 0.96 24-02-17 Transfer 8248 0.01 864185 0.97 03-03-17 Transfer 4049 0.00 868234 0.97 10-03-17 Transfer -377897 -0.42 490337 0.55 17-03-17 Transfer 117 0.00 490454 0.55 24-03-17 Transfer 4400 0.00 494854 0.55 31-03-17 Transfer 1820 0.00 496674 0.56

16 DESTIMONEY SECURITIES PRIVATE LIMITED 0 0.00

12-08-16 Transfer 456701 0.51 456701 0.51 19-08-16 Transfer -442701 -0.50 14000 0.02

26-08-16 Transfer -13000 -0.01 1000 0.00 09-09-16 Transfer 399000 0.45 400000 0.45

Page | 33


16-09-16 Transfer 800000 0.89 1200000 1.34 30-09-16 Transfer -1198000 -1.34 2000 0.00 07-10-16 Transfer 228000 0.25 230000 0.26 14-10-16 Transfer -30000 -0.03 200000 0.22 28-10-16 Transfer -199000 -0.22 1000 0.00 25-11-16 Transfer 2849 0.00 3849 0.00 09-12-16 Transfer 9042 0.01 12891 0.01 23-12-16 Transfer 417852 0.47 430743 0.48 31-12-16 Transfer 303770 0.34 734513 0.82 06-01-17 Transfer -330283 -0.37 404230 0.45 13-01-17 Transfer -4000 0.00 400230 0.45 20-01-17 Transfer 24014 0.03 424244 0.47 27-01-17 Transfer -230 0.00 424014 0.47 10-02-17 Transfer 230 0.00 424244 0.47 10-03-17 Transfer 100 0.00 424344 0.47

24-03-17 Transfer -500 0.00 423844 0.47

17 GOLDING MERCANTILE PRIVATE LIMITED 401500 0.45 401500 0.45

(iv) Shareholding of Directors & KMP

Sr. No.

Shareholders Name Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors & KMP

No. of shares


No. of shares


1 DhirenNegandhi At the beginning of the year 0 0 0 0 Increase/(Decrease) during the

year 0 0 0 0

At the end of the year 0 0 0 0 2 Ashish Patel At the beginning of the year 0 0 0 0 Increase / (Decrease) during the

year 0 0 0 0

At the end of the year 0 0 0 0 3 KajalSoni At the beginning of the year 0 0 0 0 Increase / (Decrease) during the

year 0 0 0 0

At the end of the year 0 0 0 0 4 RatishTagde At the beginning of the year 0 0 0 0 Increase / (Decrease) during the

year 0 0 0 0

At the end of the year 0 0 0 0 5 LeenaDivianathan At the beginning of the year 0 0 0 0

Page | 34

Increase / (Decrease) during the year

0 0 0 0

At the end of the year 0 0 0 0 6 ChandrakantShinde At the beginning of the year 0 0 0 0 Increase / (Decrease) during the

year 0 0 0 0

At the end of the year 0 0 0 0 7 Manish Rach At the beginning of the year 0 0 0 0 Increase / (Decrease) during the

year 0 0 0 0

At the end of the year 0 0 0 0 8 GopalVyas At the beginning of the year 0 0 0 0 Increase/(Decrease) during the

year 0 0 0 0

At the end of the year 0 0 0 0 9 NitinShanichar At the beginning of the year 0 0 0 0 Increase/(Decrease) during the

year 0 0 0 0

At the end of the year 0 0 0 0

Page | 35

5. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment. (in Rs.)

Particulars

Secured Loans

excluding deposits

Unsecured Loans Deposits Total

Indebtedness

Indebtedness at the beginning ofthe financial year

i) Principal Amount - - - - ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) - - - - Change in Indebtedness duringthe financial year

- - - -

• Addition - - - - • Reduction - - - -

Net Change - - - - Indebtedness at the end of the financial year

- - - -

i) Principal Amount - - - - ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) - - - -

6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (in Rs.)

No Remuneration was paid to any Directors and Key Managerial Personnel in the year under review.

7. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES : NONE

For and on behalf of the Board of Directors Arnav Corporation Limited

Sd/- Place: Mumbai Dhiren Negandhi Date: September 5, 2017 Chairman & MD DIN: 03385812

Page | 36

MANAGEMENT DISCUSSION AND ANALYSISREPORT

Forward- Looking Statement:

The report contains forward-looking statements, identified by words. All statements that address expectations or projections about the future are forward looking statements. Since these are based on certain assumptions and expectations for future events, the company cannot guarantee that these are accurate or will be realized. The Company’s actual results, performance or achievements could thus differ from those projected in any forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, information or events. The Company disclaims any obligation to update these forward-looking statements, except as may be required by law.

I. Overview:

Global:

The world economy grew at a stable pace of 3.1% in CY 2016, aided by recovery in emerging economies particularly commodity exporters, while growth in developed markets remained modest. Increase in oil prices along with other major commodities like iron ore and copper aided recovery n global trade towards the end of CY 2016. The uptick in global trade was led by pickup in import demand in Asia and US which augurs well for underlying demand trends. While global growth was stable, markets were focused on geopolitical developments with change in leadership in the USA, and the UK working on modalities around its exit from the European Union.

Activity rebounded in the USA after a weak first half of CY 2016, as the economy approaches full employment. The US Federal Reserve continued with the interest rate normalization cycle in FY 2016-17 by increasing rates twice, in Dec 2016 and Mar 2017. The global low interest rate and abundant liquidity cycle is likely to slowly normalize.

India:

On the domestic front, India remained the fastest growing major economy in the world, after surpassing China last year. Gross Domestic Product growth rate was 7.1% for FY 2016-17, supported by strong consumption growth and government spending. Inflation eased sharply led by a decline in food inflation amidst government’s astute food management, facilitating a 50 basis points rate cut by the RBI in FY 2016-17 before it adopted a neutral stance. Diminishing vulnerabilities on the external and fiscal front with Apr-Dec FY 2016-17 current account deficit at 0.7% of GDP and government’s commitment to fiscal consolidation reinstated investor confidence in the economy, resulting in record Net Foreign Direct Investment of US$35.9 billion in FY 2016-17.

FY 2016-17 was also marked by two significant economic measures by the government. Government’s demonetization move to counter the shadow economy and promote cashless economy has boosted digital payments in the country. The Goods and Services Tax (GST) implementation will have a significant impact on the taxation structure of the country.

II. Business Performance:

The Company is currently engaged in business of general trading of goods. However, the company is expanding operations in other promising business segments. During the year under review, your company registered a very healthy growth in top line and bottom line. The top line grew by 36.85 percent whereas the bottom line expanded by 153.77 percent as compared to the previous year. The Income tax outgo more than doubled to Rs. 61,743/- as compared to Rs. 24,330/- in the previous year. The net worth of the Company stood at Rs. 89.59 lakhs as compared to Rs. 89.56 lakhs in the previous year.

Page | 37

III. Opportunities:

Your company is making an attempt to diversify into the media and entertainment segment. While we have been in discussions with various industry players, the progress is slow due to the overall business environment and economic conditions. Your company has had discussions with various media businesses for acquiring media assets, business and also exploring other business opportunities. Your company shall also consider other business opportunities in future.

IV. Threats and Risks:

Macroeconomic environment: Economic uncertainties in our key markets like the United States and Europe can impact demand. The overall business environment continues to be prone to volatility. Recently China’s economic turbulence had a ripple effect on overall global economy. The economic outlook for Europe continues to look grim with countries like Greece, Spain and Italy have stretched finances. In addition uncertainties around Brexit discussions can have further consequences. Such volatility in macroeconomic environment can affect the business sentiments

Input cost trend; Going ahead, FY 17-18 is expected to see a gradual upward trend in input costs. This rise may impact industry profitability in the longer run, affecting both top line as well as bottom line growth.

Employee Related Risks: The market continues to be highly competitive for attracting and retaining professionals & this is compounded by the ever changing constraints around talent mobility primarily on account of regulatory requirements.

Competition risk: The Company operates in highly competitive environment that is subject to innovations, changes and varying levels of resources available to each player in each segment of business. Pricing pressure continues in our traditional area of business where we may face margin pressures. As Companies recognize the critical role of technology as an enabler to their business, the number of in-house technology centre’s of large enterprises as well as the number of new entrants in the market increases. Since providers with new technologies and cloud-enabled delivery models are further adding to the competition.

Technology Related Risks: The Company operates in an ever evolving and dynamic technology environment and it is of utmost importance that the Company continuously reviews and upgrades its technology resources and processes, so as to avoid technological obsolescence.

Information & Cyber security risk: Both the number of incidents and the severity of cyber security threats are increasing globally and are becoming more widespread. Cyber risk is now firmly at the top of the international agenda as high profile breaches raise fears that hacking attacks and other security failures could be endangering.

V. RISK MANAGEMENT:

In a business environment that is constantly under churn, Risk Management becomes a top priority in order to guard against any eventuality, while at the same time, being able to extract maximum benefit out of favorable conditions. The following section discusses the various aspects of enterprise-wide risk management.

The risk is an integral part of the business and needs to be effectively managed. The Company has formulated a Risk Management Framework covering Credit, Operational, and Market risks, faced by the organization on an ongoing basis. The identification, measurement, monitoring and management of these risks remain a key focus area. Thus, Risk Management Committee has been constituted by the Board in its meeting to ensure the quality, integrity and effectiveness of risk management systems and see risks policies and strategies are effectively managed.

Page | 38

The Company follows a Risk Management framework, where the risk committee meets regularly to identify imminent and potential risks, as well as documenting risk mitigation measures to eliminate or reduce the event impact. The Company ensures that there are no lapses on the regulatory front, and the Company functions within the legal and statutory framework. The Company takes many steps proactively to ensure that potential risks are minimized.

VI. INTERNAL CONTROL SYSTEMS AND THEIR EFFICACY:

Given the nature of business and the size of operations, your Company’s Internal Control System has been designed to provide for:

Accurate recording of transactions with internal checks and prompt reporting;

Adherence to applicable Accounting Standards and Policies;

Compliance with applicable statutes, policies, and procedures, guidelines and authorisations;

Effective use of resources and safeguarding of assets.

The observations arising out of the audits are periodically reviewed and compliance ensured. The summary of the Internal Audit observations and status of implementation are submitted to the Audit Committee for its review and concerns, if any, are reported to the Board.

VII. HUMAN RESOURCES:

During the year under review, the total number of permanent people on the rolls of the Company is 4. The Company’s Human Resources agenda for the year was focused on strengthening four key areas:

Building a robust and diverse talent pipeline,

Enhancing individual and organizational capabilities for future readiness,

Driving greater employee engagement; and

Capability building at the grass root level.

The ability of the company to properly develop, train and retain its employees with the appropriate skill set could affect the Company’s future performance.

Page | 39

CORPORATE GOVERNANCE REPORT CORPORATE GOVERNANCE REPORT

1. Company’s Philosophy

Company’s philosophy on Corporate Governance is embedded in the rich legacy of ethical governance practices, most of which were implemented before they were mandatorily prescribed. The Company's policies practices are required periodically to ensure its effective compliance. The mandatory requirements of Regulation 34 of SEBI (LODR) Regulations, 2015 have been fully implemented by your Company.

2. Board of Directors

The Board is entrusted with an ultimate responsibility of the management, directions and performance of the Company. We believe that a Board needs to have an appropriate combination of executive & independent directors to maintain its independence.The Board is entrusted with an ultimate responsibility of the management, directions and performance of the Company. The Chairman of the Board is an Executive Director and majority of Board Comprises of Non-Executive and Independent Directors. None of the Directors of the Company are related to each other. The composition of the Board as on date of this report is as follows:

Sr. No. Name of Director Designation 1 Dhiren Negandhi Chairman and Managing Director 2 Kajal Soni Executive Director 3 Manish Rach# Non-Executive Director 4 Chandrakant Shinde Independent Director 5 Gopal Vyas Independent Director 6 Nitin Shanichar Independent Director

a) Meetings of the Board of Directors:

FREQUENCY: The Interval between two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and the SEBI (LODR) Regulations 2015. The Board meets at least once a quarter to review the quarterly results and other items of the Agenda. Whenever necessary, additional meetings are held. During the financial year 2016-17, 8 (Eight) Board Meetings were held, as follows:

Sr. No. Date 1 28th May, 2016 2 15th July, 2016 3 13th Aug, 2016 4 31st Aug 2016 5 21st Oct, 2016 6 14th Nov, 2016 7 03rd Jan, 2017 8 14th Feb 2017

BOARD MEETING LOCATION: The location of the Board /Committee Meetings is informed well in advance to all the Directors. Each Director is expected to attend the Board/Committee Meetings. NOTICE AND AGENDA: The Company’s Board / Committees are presented with detailed notes, along with the agenda papers which are being circulated well in advance of the Meeting. All the agenda items are backed by

Page | 40

necessary supporting information and documents to enable the Board to take informed decisions.All major agenda items bare backed by comprehensive background notes and other material information to enable the Board to take informed decision. b) ATTENDANCE OF DIRECTORS for the meetings held during the FY 2016-17:

Name of the Director

Category Number of board meeting attended

during the

year

Attendance at last AGM

Directorship in other Public

companies

Membership/Chairma

nshipin Committees

of other Public

Companies Dhiren Negandhi Managing Director &

Chairman 8 Yes 0 0

Ashish Patel*& Jt. Managing Director 1 No 1 3 Jayesh Shah** Executive Director 6 Yes 0 0 Kajal Soni Executive Director 8 Yes 0 0 PradeepParmar**& Non - Executive

Independent Director 6 Yes 0 0

Rajnish Kumar**& Non - Executive Independent Director

6 Yes 1 3

Ratish Tagde* Executive Director 1 N.A. 3 5 Mary LeenaDivianathanMudliar*

Non- Executive Director 1 N.A. 0 0

Manish Rach# Non- Executive Director 6 N.A. 0 0 Chandrakant Shinde Non-Executive

Independent Director 8 Yes 0 0

Gopal Vyas Non-Executive Independent Director

8 Yes 0 0

Nitin Shanichar Non-Executive Independent Director

8 Yes 0 0

Note: *Ashish Patel, RatishTagde, & Mary LeenaDivianathan were appointed on the Board in the Board Meeting held on 03rd January, 2017. # Mr. Manish Rach was appointed as an additional director on 15th July, 2016 and his appointment was regularized in the AGM held for FY 2015-16 ** Jayesh Shah, PradeepParmar and Rajnish Kumar ceased to be on the Board w.e.f 15th November, 2016. &Ashish Patel and RatishTagde also tendered their resignation and they discontinued as directors of the Company w.e.f 5th

c) Familiarization Program

September, 2017.

At the time of appointing a Director, a formal letter of appointment is given to him, which interalia explains the role, function, duties and responsibilities expected from him as a Director of Company. The Director is also explained in detail the compliance required from him under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation taken with respect to same.

Page | 41

The Company conducts Familiarization Program for the Directors to provide them an opportunity to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards the growth of the Company.

3. Committees of the Board of Directors

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. a) Audit Committee The Audit Committee reviews the audit reports submitted by the Internal Auditors; Company's financial reporting process and disclosure of its financial information, recommends the appointment and removal of statutory auditors, and assists Board in fixing the audit fee and fee for other services. The Composition of Audit Committee as on date of this report is as follows:

Name of the Member Designation Category

GopalVyas Chairman Non-Executive Independent Director NitinShanichar Member Non-Executive Independent Director Manish Rach Member Non-Executive Director

The Audit Committee met 5 times during the FY 2016-17 on 28th May, 2016, 13th August, 2016, 31st August, 2016, 14th November, 2016 and 14th

Name of the Member

February, 2017. ATTENDANCE OF MEMBERS for the meetings held during the FY 2016-17:

Category No. of Meetings Attended

Rajnish Kumar* Chairperson, Non-Executive Independent Director 0 PradeepParmar** Member, Non-Executive Independent Director 0 Jayesh Shah# Member, Executive Director 4 GopalVyas* Chairman, Non-Executive Independent Director 5 NitinShanichar** Member, Non-Executive Independent Director 5 Manish Rach# Member, Non-Executive 1

* Mr.GopalVyasreplaced Mr. Rajnish Kumar as the Chairman of the Committee w.e.f. 28.05.2016. **Mr. NitinShanichar replaced Mr. PradeepParmarw.e.f.28.05.2016 #Mr. Manish Rach replaced Mr. Jayesh Shah w.e.f.15.11.2016.

b) Nomination and Remuneration Committee

In compliance with Section 178 of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent. The Nomination and Remuneration Policy inter alia deals with the selection, appointment and remuneration of the Directors, key Managerial Personnel and other employees of the company including criteria for determining qualifications, positive attributes.

Page | 42

The Composition of Remuneration Committee as on date of this report is as follows:


GopalVyas Chairman Non-Executive Independent Director NitinShanichar Member Non-Executive Independent Director ChandrakantShinde Member Non-Executive Independent Director

The Nomination and Remuneration Committee met 2 times during the FY 2016-17 on 23rd August, 2016 and 3rd

Name of the Member

January, 2017. ATTENDANCE OF MEMBERS for the meetings held during the FY 2016-17:

Category No. of Meetings Attended

PradeepParmar** Member,Non - Executive Independent Director 0 Rajnish Kumar* Chairperson,Non - Executive Independent Director 0 GopalVyas * Chairman 2 NitinShanichar ** Member 2 ChandrakantShinde Member 2

* Mr.GopalVyasreplaced Mr. Rajnish Kumar as the Chairman of the Committee w.e.f. 28.05.2016. **Mr. NitinShanichar replaced Mr. PradeepParmarw.e.f.28.05.2016

Performance evaluation of Independent and BOD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carries out an annual performance evaluation of its own performance, and that of its Committees and individual directors. The report of performance evaluation so arrived at is then noted and discussed by the Nomination and Remuneration Committee and Board at their meetings. c) Stakeholders Relationship Committee

The Stakeholders relationship committee is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The role, terms of reference of the Stakeholders Relationship Committee are in conformity with the requirements of the Companies Act, 2013 which are given below: i. Reviewing and redressing complaints from shareholders such as non-receipt of dividend,annual report,

transfer of shares, issue of duplicate share certificates, etc.; ii. Overseeing and reviewing all matters connected with transfers, transmissions, dematerialization,

rematerialization, splitting and consolidation of shares issued by the Company; iii. Overseeing the performance of the Registrar andTransfer Agent of the Company and recommends measures

for overall improvement in the quality of investor services;

The Composition of Stakeholders Relationship Committee as on date of this report is as follows:


Rajnish Kumar Chairman Non-Executive Independent Director ChandrakantShinde Member Non-Executive Independent Director PradeepParmar Member Non-Executive Independent Director

Page | 43

The Stakeholders Relationship Committee met 4 times during the FY 2016-17 on 28th May, 2016, 13th August, 2016 and 14th

Name of the Member

February, 2017

ATTENDANCE OF MEMBERS for the meetings held during the FY 2016-17: Category No. of Meetings Attended

Rajnish Kumar * Chairman 0 PradeepParmar** Member 0 ChandrakantShinde Member 3 GopalVyas* Chairman 3 NitinShanichar** Member 3

*Mr.GopalVyasreplaced Mr. Rajnish Kumar as the Chairman of the Committee w.e.f. 28.05.2016. **Mr. NitinShanichar replaced Mr. PradeepParmarw.e.f.28.05.2016

Details of Shareholders Complaints:

Details of complaints received Nos. Number of shareholders Complaints received from 01/04/2016 to 31/03/2017 3 Number of Complaints solved to the satisfaction of the shareholder 1 Number of pending complaints as on 31/03/2017 2*

* the pending investor complaints were resolved by the Company before 30th

d) Risk Management Committee

June, 2017

The Board of the Company has constituted a Risk Management Committee As per the erstwhile Listing Agreement to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Composition of Risk Management Committee as on date of this report is as follows:


ChandrakantShinde Chairman Non-Executive Independent Director Manish Rach Member Non-Executive Director KajalSoni Member Executive Director

The Risk Management Committee met only once in the FY 2016-17 i.e. on 15th

Name of the Member

June, 2016.

Category No. of meetings ChandrakantShinde Chairman 1 Jayesh Shah* Member 1 KajalSoni Member 1 Manish Rach* Member 0

* Mr. Manish Rach replaced Mr. Jayesh Shah w.e.f. 15.11.2016

Page | 44

e) Independent Directors’ meeting:

In compliance with Schedule IV to the Companies Act, 2013 the independent directors held their separate meeting on 31st

i. review the performance of non-independent directors and the Board as a whole;

March, 2017, without the attendance of non-independent directors and members of management, to inter alia:

ii. review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

Performance Evaluation Criteria for Independent Directors: The Company follows the provisions of the Act and Listing Regulations in relation to Director’s appointments, qualifications and independence. Pursuant to Section 178(3) of the Act and Regulation 17(6) of Listing Regulations, the Remuneration Committee is entrusted with responsibility of formulating criteria for determining qualifications, positive attributes and independence of Independent Directors. 4. Key Managerial Personnel of the Company: Pursuant to Section 203 of the Companies Act, 2013: Mr. DhirenNegandhi is the Compliance Officer of the Company designated for complying with all the statutory regulations applicable to the Company and for handling Investor grievances. Mr. Jayesh Shah has been appointed as the Chief Financial Officer of the Company w.e.f. 15th

5. General body meeting

November, 2016.

a. The details of Special Resolutions passed at the Annual General Meetings held in last 3 years are as under

Financial Year

Venue Date & Time Special Resolution

2015-2016 Office No. 101, C Wing, AmbikaDarshan, C P Road, Kandivali (East), Mumbai – 400 101

29th Nil September,2016

09.30 A.M.

2014-2015 Office No. 101, C Wing, AmbikaDarshan, C P Road, Kandivali (East), Mumbai – 400 101.

30th Adoption of New Article of Association as per Companies Act, 2013

September,2015

09.30 A.M.

2013-2014 Office No. 101, C Wing, AmbikaDarshan, C P Road, Kandivali (East), Mumbai - 400 101.

29th • Appointment of Mr. PradeepParmar as an Independent Director

September,2014

09.30 A.M. • Capitalization of Rs.

44,25,88,580/- standing to the credit of Company’s Free Reserves and Securities Premium Account for issue of fully paid up Bonus Equity Shares of Rs. 10/- each to the holders whose name appears in the Register of Members as on such record date in the ratio 49:50

• Sub-division of equity shares of Rs. 10/- each into 10 equity shares of Re. 1/- each

b. Postal ballot

Page | 45

No ordinary or special resolutions were passed through postal ballot during the financial year. None of the businesses proposed to be transacted at the ensuing Annual General Meeting require passing an ordinary or special resolution through postal ballot. 6. Means of Communication

The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges within the stipulated time period once approved by the Board.These are widely published in Business Standard and AplaMahanagar.

7. General shareholders information

Sr. No. Particulars Details 1 Annual General meeting

Day Date and Time Place

Thursday September 28, 2017 at 10.00 a.m. 101, C wing, AmbikaDarshan, C.P. Road, Kandivali (East), Mumbai-400 101

2 Book Closure Dates from Friday, September 22, 2017 toThursday, September 28, 2017 (both days inclusive)

3 Listing of Equity shares is at BSE Ltd Floor 25, P J Towers , Dalal Street, Fort, Mumbai- 400001

4 Stock Code 531467 5 ISIN INE647D01014 6 Financial year 1st April 2016 to 31st March 2017 7 Financial Reporting:

For quarter ended June 2017 For quarter ended Sept 2017 For quarter ended Dec 2017 For quarter ended March 2018

14th August, 2017 By 14th November, 2017 By 14th February, 2017 By 30th May, 2018

8 Depositories Central Depository Services (India) Limited National Securities Depository Limited

9 Registrar and Share Transfer Agent

Universal Capital Securities Private Limited 21, ShakilNiwas, Opp. SatyaSaibaba Temple, Mahakali Caves Road, Andheri (E), Mumbai-400093 www.unisec.in [email protected] Tel: 28207203-05

8. Share transfer system

Shares in physical form are processed by the Share Transfer Agent within 15 days from the date of receipt, if the documents are complete in all respects. The Board has delegated the authority for approval of transfer, transmission etc. to Stakeholders Relationship Committee. A summary of transfer/transmission of shares so approved by the committee is placed before the Board.

http://www.unisec.in/�


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9. Stock market data

The details of monthly high and low price of the Equity Shares of the Company in the Stock Exchange where the shares are listed i.e. BSE for the year 2016-17 is as follows.

Month High Low April 2016 1.75 1.60 May 2016 1.68 1.32 June 2016 1.90 1.43 July 2016 2.58 1.81 August 2016 3.35 1.80 September 2016 3.99 2.65 October 2016 4.37 3.10 November 2016 3.93 3.21 December 2016 3.15 2.35 January 2017 2.98 2.48 February 2017 2.44 1.99 March 2017 1.96 1.60

10. Performance of share Price on BSE Sensex

Date Arnav Corporation Limited Price Vs. Sensex Arnav (Rs.) Sensex (Rs.)

April 2016 1.67 25606.62 May 2016 1.52 26667.96 June 2016 1.90 26999.72 July 2016 2.36 28051.86 August 2016 3.20 28452.17 September 2016 3.69 27856.96 October 2016 4.01 27930.21 November 2016 3.21 26652.81 December 2016 2.49 26626.46 January 2017 2.48 27655.96 February 2017 1.99 28743.32 March 2017 1.60 29620.50

11. Distribution of Shareholding as on 31st March 2017

Category No. of Shareholders

% to total number of

Shareholders

No. of Shares % to total number of shares

Upto 500 5316 30.12 1291035 1.44 501 - 1000 3820 21.65 3598215 4.02 1001- 2000 2836 16.07 4991788 5.58 2001-3000 1173 6.65 3173209 3.55 3001-4000 640 3.63 2408121 2.69 4001-5000 1201 6.80 5921430 6.62

5001-10,000 1435 8.13 12134048 13.57 10001 and above 1226 6.95 55903112 62.52

Total 17647 100.00 89420958 100.00

12. Shareholding Pattern as on 31st March 2017

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Category of Shareholder No. of Shares % of Shareholding (A)Shareholding of Promoter Group (1) Indian

Individual/Hindu Undivided Family 214079 0.24 Directors

(2)Foreign Sub Total (A) 214079 0.24

(B) Public Shareholding - - (1) Institutions - -

Financial Institution/ Banks - - (2) Non-Institutions

Individuals: - - Individual shareholders holding nominal share capital up to Rs.200,000/-

41338342 46.23

Individual shareholders holding nominal share capital in excess of Rs.200,000/-

21543756 24.09

NBFC Registered with RBI 50000 0.06 Others 26274781 29.38 Sub Total (B) 89206879 99.76 Total (A)+(B) 89206879 99.76

(C)Shares held by Custodians and against which DRs have been issued

(1) Promoter and Promoter Group - - (2) Public - -

Sub Total(C) 89420958 100.00 Total (A)+(B)+(C) 89420958 100.00

13. Outstanding GDRs/ADRs/Warrants or any convertible Instruments:

The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments in the past and hence as on 31st

14. Reconciliation of Share Capital Audit Report

March, 2017, the Company does not have any outstanding GDRs / ADRs / Warrants or any convertible instruments.

As stipulated by Securities and Exchange Board of India (SEBI), a qualified practicing Company Secretary carries out the Share Capital Audit to reconcile the total admitted capital with CentralDepository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) vis-à-vis the total issued capital of the Company.

Particulars No. of Shares % of Share Capital CDSL 51228568 57.29 NSDL 35525448 39.73 Physical 2666942 2.98

TOTAL 89420958 100.00

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15. Address for correspondence

Compliance Officer:

Mr. DhirenNegandhi

802, Crystal Plaza, AG Link Road, Chakala, Andheri (E), ,Mumbai ,Maharashtra ,400099

For share transfer / dematerialization of shares, payment of dividend and any other query relating to the shares:

Universal Capital Securities Pvt. Ltd.

21, ShakilNiwas, Opp. SatyaSaibaba Temple, Mahakali Caves Road, Andheri (E), Mumba-400093

16. Other disclosures: (a) Disclosure on related party transactions:

In terms of Regulation 23 of Listing Regulations the Company has started obtaining prior approval of the Audit Committee for entering into any transaction with related parties. The Audit Committee granted omnibus approval for certain transactions to be entered into with the related parties, During the Year Company has not entered into any materially significant Related party Transection.

(b) Non- compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s)/board/any other authority ,on matter related to capital markets, during the last three years The Company has not been penalized, nor have the Stock Exchanges, SEBI or any statutory authority imposed any strictures, during the last three years, on any matter relating to capital markets.

(c) Vigil mechanism Pursuant to Section 177(9) and sub section (10) of the Companies Act, 2013, and in terms of Regulation 22 read with Regulation 4(2)(d)(iv) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Our Vigil Mechanism provides a formal mechanism for all Directors, employees of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Company has established a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The Whistle Blower policy provides a mechanism for the Directors/employees to report violations, without fear of victimization, any unethical behavior, suspected or actual fraud, violation of the Code of Conduct etc. which are detrimental to the organization’s interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice. It provides a mechanism for employees to approach the Chairman of Audit Committee. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee.

(d) Compliance with mandatory requirement and adoption of the non –mandatory requirement

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Mandatory: During the year, the Company has fully complied with the mandatory requirements as stipulated in SEBI (Listing Obligations and Disclosure requirements) 2015.

Non mandatory: Further the status of compliance with non-mandatory requirements of SEBI Listing Regulations are as detailed hereunder: Audit Qualifications: It is always the Company’s endeavor to present unqualified financial

statements.The Auditors have expressed no qualification in their report. Shareholder Rights: Quarterly financial statements are published in leading newspapers and

uploaded on exchange’s website. Reporting of Internal Auditor: The Company has appointed M/s. TejasNadkarni& Associates as the

Internal Auditors for conducting the internal audit for the financial year 2016-2017. The Internal Auditor of the Company periodically reports to the Audit Committee on functional matters.

(e) Website: The Company’s website contains a separate dedicated section 'Investors' where shareholders’ information is available. The full annual report, shareholding pattern, press release, quarterly reports, details of unpaid/ unclaimed dividend amounts, policy of material subsidiaries, policy of related party transactions, letter of appointment of independent Directors, status of queries and complaints, and also necessary disclosures regarding committee positions, Code of conduct of board of directors and senior managementpersonnel and other related information is available on the website.

(f) Disclosure of Accounting Treatment: The financial statements of the Company have been prepared in accordance with the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

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CERTIFICATION ON FINANCIAL STATEMENTS

To The Board of Directors Arnav Corporation Limited We, Dhiren Negandhi, Managing Director and, Jayesh Shah, Chief Financial Officer of Arnav Corporation Limited (“the Company”), to the best of our knowledge and belief certify that: A. We have reviewed the financial statements and the cash flow statement for the Financial Year ended March

31, 2017 and best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or contain any statements that might be misleading;

ii. These statements together present a true and fair view of the Company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

B. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company’s Code of Conduct.

C. We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditor and the Audit Committee

(1) Significant changes in internal control over financial reporting during the year;

(2) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements: and

(3) Instances of significant frauds of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

Sd/- Sd/-

Dhiren Negandhi Jayesh Shah Managing Director Chief Financial Officer Place: Mumbai Date: 30.05.2017

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CERTIFICATE ON CORPORATE GOVERNANCE

[In terms of Regulations 34(3) and Schedule V (E) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015]

To,

The Members of Arnav Corporation Limited

We have examined the compliance of conditions of Corporate Governance by Arnav Corporation Limited for the year ended 31st March, 2017 as stipulated in Regulation 34(3) Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Compliance of condition of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and implementation thereof, adopted by the Company to ensure Compliance with condition of Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representation made by the Directors and the Management,we certify that the Company has fully complied with all the mandatory conditions of Corporate Governance as stipulated in the above mentioned SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs the Company.

For Agarwal Desai & Shah Chartered Accountants Firm Reg. No.: 124850W

Sd/- Mrugen H. Shah Partner Membership No.: 114770 Date: 30.05.2017 Place: Mumbai

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS, ARNAV CORPORATION LIMITED Report on the Standalone Financial Statements

1. We have audited the accompanying (standalone) financial statements of ARNAV CORPORATION LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the (Standalone) Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these (standalone) financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform

Page | 53

the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the (standalone) financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid (standalone) financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor’s Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we enclose in the “Annexure A” a statement on matters specified in paragraph 3 & 4 of the said order.

10. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

Page | 54

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st

March, 2017 from being appointed as a director in terms of Section 164 (2)of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

A) The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

B) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

C) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

D) The Company has provided requisite disclosures in its Standalone Financial Statement as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company.

For Agarwal Desai & Shah

Chartered Accountants

Firm Reg. No. 124850W

CA Mrugen H Shah

Partner

Membership Number: 114770

Place of Signature: Mumbai

Page | 55

Date: 30/05/2017

“Annexure A” to the Independent Auditors’ Report

In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: –

1 (a) the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c). the company does not have any immoveable property.

2.(i)As explained to us, the inventory has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of verification is reasonable.

(ii)There is no discrepancy found on verification between the physical stocks and the book records.

3. As explained to us, the company had not granted any loans, secured or unsecured, to any companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act., or

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

Page | 56

6. It has been explained to us that the maintenance of cost records has not been prescribed under section 148(1) of the Act.

7 (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2017 for a period of more than six months from the

date on when they become payable except Income Tax Liability of Rs. 3,17,264/- for the Asst Year 2013-14 and 2014-15.

b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute except as follows:

8. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion, company had not borrowed from financial institution or bank or issued debentures during the year under audit and there were no loan outstanding at the beginning of the year. Therefore, this clause of the CARO is not applicable to company.

9. The company has not raised moneys by way of initial public offer or further public offer (including debt instrument) and term loans

10. Based upon the audit procedures performed and according to the information and explanations given to us, no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the course of our audit, that causes the financial statements to be materially misstated.

11. No Managerial remuneration has been paid or provided during the year under audit.

12. The company is not a Nidhi Company hence this clause is not applicable.

Sr. No. Statute Amount of Dispute

Fin Year Forum where Dispute pending

1 Income Tax Act,1961 82,90,782/- 2008-09 CIT(A)

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13. Based upon the audit procedures performed and according to the information and explanations given to us, All transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial statements etc. as required by the applicable accounting standards.

14. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

15. The company has not entered into any non-cash transactions with directors or persons connected with him.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.




CA Mrugen H Shah

Partner


Place of Signature: Mumbai Date: 30/05/2017

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Annexure B to Independent Auditor’s Report

Referred to in paragraph 10(f) of the Independent’s Auditor’s Report of even date to the members of Arnav Corporation Limited on the standalone financial statements for the year ended 31st

1. We have audited the internal financial controls over financial reporting of Arnav Corporation Limited (“the Company”) as of 31

March, 2017.

Report on the Internal Financial Controls under Clause (i) of sub – section 143 of the Act

st

Management’s Responsibility for Internal Financial Controls

March, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

2. The Company’s management is responsible for establishing and maintaining internal financial controls based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility 3. Our responsibility is to express an opinion on the Company’s internal financial controls

over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the standards on auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those standards and Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all materials respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit

of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of

the risks of material misstatement of the financial statements, whether due to fraud or error. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the Company’s internal financial controls system over financial reporting.

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Meaning of Internal Financial Controls Over Financial Reporting

6. A company’s internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls over financial reporting includes those policies an procedures that, (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting 7. Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion 8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system

over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st




CA Mrugen H Shah

Partner


Place of Signature: Mumbai Date: 30/05/2017

March,2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

Page | 60

BALANCE SHEET AS AT 31ST

Particulars

MARCH, 2017 (Amount in Rs.)

Note No.

As on 31.03.2017

As on 31.03.2016

I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share Capital (i) Equity Share Capital 1 894,209,580 894,209,580 (b) Reserves and Surplus 2 1,733,628 895,943,208 1,471,345 895,680,925 (2) Share application money - (3) Non-Current Liabilities - (a) Deferred tax liabilities (Net) - (b) Other Long term liabilities - (4) Current Liabilities (a) Short-term borrowings - (b) Trade payables 234,564,752 (c) Other current liabilities 3 3,347,064 2,963,734 (d) Short-term provisions 4 891,137 4,238,201 829,394 238,357,880 Total Equity & Liabilities 900,181,409 1,134,038,805 II. ASSETS (1) Non-current assets (a) Fixed assets (i) Tangible assets - - (b) Non-current investments (c) Deferred Tax Assets 2,039,857 2,039,857 (d)Long term loans and advances 5 840,221,250 (e) Other non-current assets 6 25,600,191 867,861,298 25,600,191 27,640,048 (2) Current assets (a) Current investments (b) Inventories (c) Trade Receivables 7 30,950,091 264,841,102 (d) Cash and cash equivalents 8 141,258 264,643 (e) ShortTerm Loans and Advances 9 1,228,762 841,293,012 32,320,111 1,106,398,757 (f) Other current assets Total Assets 900,181,409 1,134,038,805 This is the Balance Sheet referred to in our Report of even date For Agarwal Desai & Shah For Arnav Corp Ltd For Arnav Corp Ltd Chartered Accountants Firm Reg. No.: 124850W Sd/- Sd/- Sd/- Mrugen H. Shah DhirenNegandhi Jayesh Shah Partner Chairman & Managing Director CFO Membership No.: 114770 DIN: 03385812 Date: May 30, 2017 Place: Mumbai

Page | 61

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST

Particulars

MARCH, 2017

(Amount in Rs.) Note No As on

31.03.2017 As on

31.03.2016 Revenue from Operations I. Revenue from Sales 10 139,276,301 101,774,531 II. Other Revenue Income Total Revenue from Operations 139,276,301 101,774,531 III. Expenses: Cost of materials Purchase of Stock-in-Trade 11 137,752,560 99,825,341 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

Employee benefit expense 12 415,680 456,750 Financial costs 13 14,503 7,947 Depreciation and amortization expense - 125,330 Other expenses 14 769,532 1,231,481 Total Expenses 138,952,275 101,646,849 IV. Profit before exceptional and extraordinary items and tax

324,026 127,682

Exceptional Item V. Profit before tax 324,026 127,682 VI. Tax expense: Current Tax 61,743 24,330 Deferred tax VII. Profit/(Loss) for the period 262,283 103,352 VIII. Earning per equity share: (1) Basic 0.003 0.001 (2) Diluted 0.003 0.001 This Statement referred to in our Report of even date For Agarwal Desai & Shah For Arnav Corp Ltd For Arnav Corp Ltd Chartered Accountants Firm Reg. No.: 124850W Sd/- Sd/- Sd/- Mrugen H. Shah DhirenNegandhi Jayesh Shah Partner Chairman & Managing Director CFO Membership No.: 114770 DIN: 03385812 Date: May 30, 2017 Place: Mumbai

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CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST

Particulars

MARCH, 2017 (Amount in Rs.)

31st 31 March 2017 (Rs)

st March 2016 (Rs)

CASH FLOW FROM OPERATING ACTIVITIES Net Profit before tax and Extraordinary Items 324,026 127,682 Adjustments for : Deferred revenue expenses - Depreciation 125,330 Less : Amount included of other head - Interest Received - Dividend from Company - Balance w/off - Shares Sale/Purchase Expenses - Operating Profit before working capital changes 324,026 253,012 Adjustments for : Change in Loans & Advances (840,221,250) - Current Liabilities Short-term Borrowings - - Trade payables (234,564,752) 99,825,341 Other current liabilities 383,330 776,972 Sundry Debtors 233,891,011 (101,288,931) Short Term Loans & Advance 840,064,250 (239,872) Change in Working Capital (447,411)

(926,490)

CASH FLOW FROM OPERATING ACTIVITIES (123,385) (673,478) CASH FLOW FROM INVESTING ACTIVITIES Sales / ( Purchase ) of Investment - - Interest Received - - Dividend from Company - - Loss on Purchase of Property - - Loss on Un-Quoted Shares - - Shares Sale/Purchase Expenses - - NET CASH FROM INVESTING ACTIVITIES - - CASH FLOW FROM FINANCING ACTIVITIES - - Calls in Arrears Received - NET CASH FROM FINANCING ACTIVITIES - Net Increase in Cash & Cash Equivalent (123,385) (673,478) Opening Cash & Cash Equivalent 264,643 938,121 Closing Cash & Cash Equivalent 141,258 264,643 This is the Cash Flow referred to in our report of even date For Agarwal Desai & Shah For Arnav Corp Ltd For Arnav Corp Ltd Chartered Accountants Firm Reg. No.: 124850W Sd/- Sd/- Sd/- Mrugen H. Shah DhirenNegandhi Jayesh Shah Partner Chairman & Managing Director CFO Membership No.: 114770 DIN: 03385812 Date: May 30, 2017 Place: Mumbai

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NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st

1

MARCH, 2017

(Amount in Rs.) SHARE CAPITAL

CURRENT YEAR As at 31/03/2017

PREVIOUS YEAR As at 31/03/2016

AUTHORISED SHARE CAPITAL 1,00,00,000 equity shares of Re. 10/- each

1,000,000,000 1,000,000,000

1,000,000,000 1,000,000,000 ISSUED, SUBSCRIBED AND PAID UP

89,420,958 (89,420,958) Equity Shares of Re.10/-(Re.10/-) each fully paid up

894,209,580

894,209,580 Total issued, subscribed and fully paid-up

shares capital 894,209,580

894,209,580

(Amount in Rs.) 2 RESERVES & SURPLUS CURRENT YEAR

As at 31/03/2017 PREVIOUS YEAR

As at 31/03/2016 A. Security Premium Account Balance at Beginning of the Year Less: Capitalisation for issue of Bonus Shares Add : During the year Balance at the end of the year - B. Surplus-Balance in Statement of Profit and

Loss

Balance at Beginning of the Year 1,471,345 1,367,993 Add: Current year profit 262,283 103,352 Less:Utilized for issuing Bonus Shares - Balance at the end of the year 1,733,628 1,471,345

(Amount in Rs.)

3 Other Current Liabilities Current Year

As at 31/03/17 Previous Year

As at 31/03/16 a) Statutory Liabilities 325,084 320,084 b) Sundry Creditors for Expenses 260,000 56,670 c) Advance received from Debtors 1,765,000 1,765,000 d) Others 996,980 821,980 3,347,064 2,963,734

The Company has not received any memorandum (as required to be filed by the Supplier with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st

March 2017 as Micro, Small or Medium Enterprises. Consequently the amount paid / payable to these parties during the year is NIL.

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(Amount in Rs.) 4 SHORT TERM PROVISIONS Current Year


As at 31/03/16 A) Provision for Employee Benefits 487,800 487,800 B) Others i) Provision for Income - Tax A.Y 2013-14 258,680 258,680 ii) Provision for Income- Tax A. Y. 2015-16 58584 58,584 iii) Provision for Income- Tax A. Y. 2016-17 24330 24330 iv) Provision for Income- Tax A. Y. 2016-17 61743 - 891,137 829,394 * The provision of all known liabilities is adequate and not in excess of the amount reasonably necessary.

(Amount in Rs.) 5 Long Term Loans & Advances Current Year


As at 31/03/16 Advances given in Cash or Kind - Aadhaar Ventures India Ltd. 2,500,000 - AcacioTradelink Pvt. Ltd. 8,700,000 - Akansha Media &Entertainemt Pvt. Ltd. 7,500,000 - Anvita Real Estate Pvt. Ltd. 1,500,000 - Aristo Media & Entertainment Pvt. Ltd. 229,950,000 - ASBN Commodities &Finserve Pvt. Ltd. 11,500,000 - Grantview Properties Pvt. Ltd. 50,000,000 - Imperious Mercantile Pvt. Ltd. 7,781,750 - Indivar Traders Pvt. Ltd. 50,000,000 - JadavJewellers Pvt. Ltd. 8,000,000 - Lahoti Computers Pvt. Ltd. 30,000,000 - Lifecode Mercantile Pvt. Ltd. 40,925,000 - OfferlinkInfraproject Pvt. Ltd. 28,589,000 - Purpal Mercantile Pvt. Ltd. 50,000,000 - Shivam Mall Management Co. Pvt. Ltd. 24,500,000 - Silvercade Trading Pvt. Ltd. 75,416,500 - Southmint Real Estate Pvt. Ltd. 50,000,000 - Suhasit Star Trading Pvt. Ltd. 124,998,000 - Vihar Infrastructure Pvt. Ltd. 20,000,000 - Apex Apparels Pvt. Ltd. 2,500,000 - Cashman Consultants Pvt. Ltd. 8,000,000 - Drolia Investments & Finance Pvt. Ltd. 2,500,000 - R P Mehta & Associates 90,000 - Sri Bhagirath Textiles 5,271,000 - 840,221,250 -

(Amount in Rs.)

6 Other Non- Current Assests Current Year


As at 31/03/16 a) Long Term Trade Receivables Including Trade

Receivables

On deferred credit terms. 1) Secured, Considered good 2) Unsecured, Considered good 25,600,191 25,600,191 3) Doubtful 4) Less: Provision for Doubtful

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25,600,191 25,600,191

(Amount in Rs.) 7 Trade receivables outstanding for a period less than A Six months from the date they are due for payment 1) Secured, Considered good 2) Unsecured, Considered good 101,774,531 3) Doubtful 4) Less: Provision for Doubtful B Trade receivables outstanding for a period

exceeding

Six months from the date they are due for payment 1) Secured, Considered good 2) Unsecured, Considered good 30,950,091 163,066,571 3) Doubtful 4) Less: Provision for Doubtful Total A+B 30,950,091 264,841,102

(Amount in Rs.) 8 Cash and Cash Equivalents Current Year


As at 31/03/16 A) Balances with Banks Dhanlaxmi Bank Ltd 34,970 34,970 ING Vysya Bank Ltd 9,598 36,980 Axis Bank Ltd 6,325 10,948 B) Cash in Hand 90,365 181,745 141,258 264,643

(Amount in Rs.) 9 Short Term and advances Current Year


As at 31/03/16 a) Advances given in Cash or Kind - 840,045,250 b) Advances to Creditors - 19,000 c) Income- Tax A Y 2008-09 1,174,556 1,174,556 d) Income- Tax A Y 2012-13 95 95 d) Income- Tax A Y 2010-11 54,111 54,111 Total 1,228,762 841,293,012

(Amount in Rs.) 10 Revenue from Operation Current Year


As at 31/03/16 Sale of Product 139,276,301 101,774,531 139,276,301 101,774,531

(Amount in Rs.) 11 Cost of Materials Consumed

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Current Year As at 31/03/17

Previous Year As at 31/03/16

1) Opening Stock 2) Purchases 137,752,560 99,825,341 3) Less : Closing Stock - 137,752,560 99,825,341

(Amount in Rs.)

12 Employee Benefits Expenses Current Year


As at 31/03/16 Wages and salary 415,680 456,750 415,680 456,750

(Amount in Rs.) 13 Finance Cost Current Year


As at 31/03/16 Bank Charges 14,503 7,947 14,503 7,947

(Amount in Rs.)

14 OTHER EXPENSES Current Year


As at 31/03/16 Audit Fees 35,000 30,000 Power & Fuel 20,156 Rent 120,000 Rates & Taxes 42,000 72,300 Telephone & Mobile Expenses 11,450 Legal & Professional Charges 30,000 417,538 Professional Tax 2,500 Office Expenses 5,000 12,140 Advertisement Expenses 62,729 48,489 Listing Fees - BSE Ltd 470,703 417,582 Printing and Stationery 6,000 RTA Charges 122,000 53,762 Central Depository Services - Internet Expenses 2,100 19,564 Fees Paid to NSDL - 769,532 1,231,481

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STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017

1. Accounting Convention 1.1 Financial statements are prepared in accordance with generally accepted accounting principles including

accounting standards in India under historical cost convention except so far s they relate to revaluation of certain land and buildings.

1.2 All assets and liabilities have been classified as current or non-current as per the company’s normal operating cycle and other criteria set out in the Revised Schedule III to the companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the company has determined its operating cycle as twelve months for the purpose of current-non current classification of assets and liabilities.

1.3 Use of estimates The preparation of the financial statements in conformity with the generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities on the date of the financial statements, disclosure of contingent liabilities and reported amounts of revenues and expenses for the year. Estimates are based on historical experience, where applicable and other assumptions that management believes are reasonable under the circumstances, Actual result could vary from estimates and any such differences are dealt with in the period in which the result are known/materialize.

2. Fixed Assets FixedAssets are stated at cost less accumulated depreciation.

3. Depreciation Depreciation on Fixed Assets has been calculated on as per the provision of companies act, 2013.

4. Investments Long-term quoted and unquoted investments are stated at cost. The income from Investments is accounted for when received. Provision for diminution in the value of Long Term Investment is made only if such a decline is other than temporary, in the opinion of the management. Application Money for unquoted shares pending for allotment have been shown under the head Investment (Unquoted Shares) .

5. Inventories Inventories are valued at cost or estimated net realizable value whichever is lower, computed on a FIFO basis, after providing for cost of obsolescence and other anticipate losses, wherever considered necessary. Finished goods and work in Progress include costs of conversion and other costs incurred in bringing the inventories to their present location and condition as certified by the management.

6. Expenditure Expenses are accounted on accrual basis and provision is made for all known losses and liabilities.

7. Segment Reporting The Company has only one segment of activity of dealing in only one product. Hence segment wise reporting as defined in Accounting Standard-17 is not applicable.

8. In the opinion of board of directors, current assets, loans and advances, have at least the value as stated in the balance sheet, if realized in the ordinary course of the business.

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9. Based on the information available with the company regarding status of suppliers as defined under “The Micro, Small and Medium Enterprises Development Act.2006.”There is no amount payable to the micro, small and medium enterprises company.

10. Revenuerecognition 10.1 Revenue from sale of products is stated net off discounts and any applicable duties and taxes on dispatch

of goods in accordance with terms of sales..

10.2 Interest Income is recognized on time proportion basis.

11. Employee’s Benefits Short Term Employee’s Benefits

All employees’ benefits payable within twelve months of rendering services are

Recognized in the period in which the employees render the related services.

Post Employment/Retirements Benefits

Contribution to defined Contribution plans such as Provident Fund etc. are charged to the statement of Profit and Loss as incurred.

Gratuity

As per AS-15 (Revised) 2005 of ICAI read with Accounting Standard Board Guidance, The Provision for Gratuity Liability is not made since none of the employees have completed 5 years of service for period under review.

12. Taxation Provisionfor Income tax is made on the basis of relevant provisions of the Income Tax Act, 1961.as applicable to the financial year.

Deferred income taxes are recognized for the future tax consequences attributable to timing differences between the financial statement determination of income and their recognition for tax purposes.

13. Provisions and Contingent Liabilities The Company recognizes a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liabilities made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure as specified in Accounting Standard 29-‘Provisions, Contingent Liabilities and Contingent Assets’ is made.

Contingent assets or liabilities neither recognized nor disclosed in the financial statements.

14. Earnings Per Share(EPS): The earnings considered in ascertaining the Company’s EPS are computed as per Accounting Standard 20 on “Earning per Share”, issue by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number of shares during the period. The diluted EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive.

15. Cash Flow Statement

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Cash Flow Statement has been prepared in accordance with the Accounting standard Issued by Institute of Chartered Accounts of India on indirect method.

16. Miscellaneous Expenditure Deffered Revenue Expenses have been written-off over a period of five years.

17. Accounting for CENVAT Credit: CENVAT benefit is accounted for reducing the purchase cost of material/fixed assets and Services, where CENVAT credit is available.

As per Report of Even Date Attached

For Agarwal Desai & Shah ForArnav Corp Ltd ForArnav Corp Ltd Chartered Accountants Firm Reg. No.: 124850W Sd/- Sd/- Sd/- Mrugen H. Shah DhirenNegandhi Jayesh Shah Partner Chairman & Managing CFO Membership No.: 114770 DIN: 03385812 Date: May 30, 2017 Place: Mumbai

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FORM NO. MGT – 11 PROXY FORM

Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Management and Administration) Rules, 2014]

CIN : L74900MH1987PLC044592 Name of the Company : Arnav Corporation Limited Registered Office : 802, Crystal Plaza, AG Link Road, Chakala, Andheri (E), Mumbai - 400099 Name of the Member(s) : ______________________________________________________ Registered Address : ______________________________________________________ Email Id : ______________________________________________________ Folio No. /Client ID/DP ID : ______________________________________________________ I/We, being the member(s) of ____________ shares of the above named Company, hereby appoint: 1) Name: _____________________________________________________________________ Address: _____________________________________________________________________ Email Id: ________________________ Signature: _________________ or failing him/her 2) Name: ______________________________________________________________________ Address: ______________________________________________________________________ Email Id: __________________________ Signature: _________________ or failing him/her 3) Name: ______________________________________________________________________ Address: ______________________________________________________________________ Email Id: __________________________ Signature: _________________. as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Thursday, September 28, 2017at 10.00 a.m. at 101, C wing, AmbikaDarshan, C.P. Road, Kandivali (East), Mumbai-400 101, and at any adjournment thereof in respect of such resolutions as are indicated below:

Res. No.

Description Voting For Against

1 To Consider and Approve Financial Statements consisting of Balance Sheet as at 31st

March, 2017 and the Statement of Profit and Loss Account for the year ended

on that date, together with the Board’s Report and Auditor’s Report.

2 To appoint a director in place of KajalSoni (DIN:06965706) who retires by rotation and being eligible offers herself for re-appointment.

3 Ratification of appointment of the statutory auditors of the Company. 4 Service of Documents through the mode as requested by the shareholders.

Signed this ________________ day of _______________ 2017

______________________________ _________________________________ Signature of Shareholder Signatureof Proxy Holder(s) Notes:

1. This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the Company, not less than 48 hours before the commence of the meeting.

2. Notwithstanding the above the Proxies can vote on such other items which may be tabled at the meeting by the shareholders present.

Affix 1 Rupee

Revenue Stamp

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ATTENDANCE SLIP


(CIN: L74900MH1987PLC044592) Registered Office: 802, Crystal Plaza, AG Link Road, Chakala, Andheri (E), Mumbai -400099

FOLIO NO. (Shares in physical mode)

DP ID

CLIENT ID

NO. OF SHARES HELD

I certify that I am a registered shareholder/ proxy for the registered shareholder of the Company. I hereby record my presence at the Annual General Meeting of the Company to be held on Thursday, September 28,2017 at 10.00 am at Arnav Corporation Limited, at 101, C wing, AmbikaDarshan, C.P. Road, Kandivali (East), Mumbai-400 101 and at any adjournment thereof.

__________________________________ Signature of Member/ Proxy

Date:

(THIS ATTENDANCE SLIP DULY FILLED TO BE HANDED OVER AT THE ENTRANCE OF THE MEETING HALL)

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Route map for Annual General Meeting

101, C wing, AmbikaDarshan, C.P. Road, Kandivali (East), Mumbai-400 101 on Thursday, September 28, 2017 at 10.00 a.m.

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If undelivered, kindly return the Annual report

TO,


Reg. Off: 802, Crystal Plaza, AG Link Road, Chakala,Andheri (E), Mumbai - 400099.

ARNAV CORPORATION LIMITED€¦ · To appoint a director in place of Kajal Soni (DIN:06965706) who...

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