28 Apr 2017 | Livemint.com

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Arshiya Ltd.

BSE

  • 66.40 3.15 (4.98%)
  • Vol: 141861
  • BSE Code: 506074
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  • OPEN PRICE
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  • BID PRICE (QTY.)
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NSE

  • 65.95 0.00 (0%)
  • Vol: 78328
  • NSE Code: ARSHIYA
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  • OPEN PRICE
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Arshiya Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company emphasizes the need for full transparency and accountability in all its transactions, in order to protect the interests of its stakeholders. The Board considers itself as a Trustee of its Shareholders and acknowledges its responsibilities towards them for creating and safeguarding their wealth. Your Company continuously endeavours to uphold the values of transparency, integrity, professionalism and accountability, and improve upon these aspects on an ongoing basis to help the Company move forward.

CORPORATE GOVERNANCE FRAMEWORK

Our Corporate Governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as leadership and governance of the Company. The framework ensures effective engagement with our stakeholders and help us to be guided by our core values, and the same time allows us to do more and be more for our stakeholders.

The Securities Exchange Board of India has notified SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) on 2nd September, 2015 (effective from 1st December, 2015), replacing the earlier Listing Agreement and is aimed to consolidate and streamline the provisions of earlier Listing Agreements for different segments of capital market viz. Equity, Debentures, Debt Instruments etc. The Company adopted the best practices for adhering to the applicable regulatory framework.

We firmly believe that an active, well-informed and independent board is necessary to ensure higher standard of Corporate Governance and to bring objectivity and transparency in the management and in the dealings of the Company. As on 31st March, 2016, the Board consist of six Members of which four are independent directors.

1. BOARD OF DIRECTORS

a) Composition of Board:

We believe that our Board needs to have an appropriate mix of Executive and Independent Directors to maintain its independence and separate its functions of governance and management. Our Board has an optimum combination of Promoter Director and Non-Executive Independent Directors, who are from diverse fields and have in-depth knowledge of the business and industry.

As at 31st March, 2016, our Board consist of Six Members with Promoter Director as Chairman and Managing Director, One Woman Director, and Four Non-Executive Independent Directors. The composition of our Board is in conformity with the requirements of Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Role of Board of Directors:

The primary role of Board is that trusteeship to protect and enhance Stakeholders value through strategic direction to the Company. As trustees, the Board has fiduciary responsibility to ensure that the company has clear goals aligned to shareholder value and its growth. The Board exercises its duties with care, skill and diligence and exercises independent judgement The Board sets strategic goals and seeks accountability for their fulfilment. The Board also directs and exercises appropriate control to ensure that the company is managed in a manner that fulfils stakeholders' aspirations and societal expectations.

c) Board Membership Criteria:

The Nomination and Remuneration Committee works with the entire Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual members. Members are expected to possess the required qualifications, integrity, expertise and experience for the position. They should also possess deep expertise and insights in sectors / areas relevant to the company, and ability to contribute to the company's growth.

d) Attendance at Board Meetings:

During the year under consideration eight meetings of the Board were held on 21st April, 2015; 15th May, 2015; 10th July, 2015; 30*July, 2015; 29th September, 2015; 27th October, 2015; 21st November, 2015; and 2nd February, 2016.

The names and categories of the Directors on the Board, their attendance at the Board Meetings held during the year and the number of Directorships and Committee Chairmanships/Memberships held by them in other companies are given herein below. Other Directorships do not include directorships in Private Limited Companies, Section 8 Companies and Companies incorporated outside India. Chairmanships of Board Committees include only Audit and Share Transfer and Investor Relations Committee

e) Independent Directors:

The Company abided by definition of " Independent director" as per the Provision of Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 . The company has obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.

f) Separate Meeting of the Independent Directors:

Schedule IV of the Companies Act, 2013 and the Rules under, it mandate that the independent directors of the Company hold at least one meeting in a year, without the attendance of non-independent directors and members of the Management. It is recommended that all the independent directors of the Company be present at such meetings.

The Independent Directors held a Meeting on 30th July, 2015, without the attendance of Non-independent Directors and Member of Management All the Independent Directors were present at the meeting.

g) Training of Independent Directors:

Whenever new Non-Executive and Independent Director(s) are inducted in the Board they are introduced to our Company's culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, board procedures, our major risk and management strategy and related matters are available on our website <http://www.arshiyalimited.com/assets/pdf/familarisationprogrammes20160407103729.pdf>.

A formal letter of appointment to Independent Director(s) as provided in Companies Act, 2013 has been issued at the time of their appointment and is available on our website <http://www.arshiyalimited.com/investors/Corporate> Governance.

h) Performance Evaluation:

One of the Key functions of the Board is to monitor and review the board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of executive/ non-executive/ independent directors through a peer- evaluation excluding the director being evaluated through a survey. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement. Each Board member is requested to evaluate the effectiveness of the Board dynamics and relationships, information flow, decision-making of the directors, relationship to stakeholders, company performance, company strategy and the effectiveness of the whole Board and its various Committees.

i) Materially significant related party transactions:

There have been no materially significant related party transactions, monetary transactions or relationship between the Company and its directors, the management, subsidiaries or relatives

2. COMMITTEES

Currently, the Board has six committees: Audit Committee, Nomination and Remuneration Committee, Share Transfer, Investor Grievances and Stakeholders Relationship Committee, Committee of Directors, Risk Management Committee and Corporate Social Responsibility Committee.

A. AUDIT COMMITTEE

The Company has an Audit Committee in compliance with the provisions of Section 177 of the Companies Act 2013 and regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Committee comprises of 2 Non Executive Independent Directors and 1 Promoter Executive Director as on 31st March, 2016:

(i.) Mr. Ashish Bairagra - Chairperson

(ii.) Mr. Ajay S Mittal - Member

(iii.) Mr. Rishabh Shah - Member

The Chairman of the Audit Committee was present at the Annual General Meeting held on 10* July, 2015 to answer Member's queries.

The meetings of Audit Committee are also attended by Statutory Auditors and Internal Auditors as special invitees. The Committee also invites such of the other Directors or Executives as it considers appropriate to be present at the meeting. The Company Secretary/ Compliance Officer acts as the secretary to the Committee. Minutes of each Audit Committee meeting are placed before, and when considered appropriate, are discussed in the meeting of the Board. The Audit Committee, inter-alia, reviews the adequacy of the internal control functions, and reviews the Internal Audit reports including those related to Internal Control weaknesses, if any. The Audit Committee is provided with necess ary assistance and information to carry out their functions effectively.

The primary objective of the Audit Committee is to monitor and provide supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The Audit Committee oversees the work carried out in the financial reporting process by the Management, the internal auditors and the independent auditors and notes the processes and safeguards employed by each of them. All recommendation made by the Audit Committee was accepted by the Board.

Audit Committee Attendance:

During the year, the Audit Committee met Six times onl4* May, 2015; 29*July, 2015; 26thOctober, 2015; lstFebruary, 2016; 18th February, 2016 and 19th March, 2016.

Powers and Terms of Reference of the Committee:

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee's purpose is to oversee the accounting and financial reporting process of the Company, the audit of the Company's financial statements, the appointment, independence, performance and remuneration of the statutory auditors, the performance of internal auditors and the Company's risk management policies. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, as applicable, besides other terms as referred by the Board of Directors. The Committee, inter -alia, performs the following functions:

B. NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Company have a duly constituted Nomination and Remuneration Committee. The Nomination and Remuneration Committee comprises of Three Independent Directors as on 31st March, 2016.

(i.) Mr. Ashish Bairagra - Chairman

(ii.) Mr. Rishabh Shah - Member

(iii.) Prof. G. Raghuram - Member

The purpose of the Committee is to screen and to review individuals qualified to serve as executive directors, non-executive directors and independent directors, consistent with criteria approved by the Board, and to recommend, for approval by the Board, nominees for election at the AGM.

The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of the Listing Regulations and Section 178 of the Companies Act, 2013, besides other terms as referred by the Board of Directors. The terms of reference of the Committee inter-alia, include the following:

• Succession planning of the Board of Directors and Executive Committee;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Nomination for election or re-election by the shareholders, and any Board vacancies that are to be filled.

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Members of the Executive Committee and their remuneration;

Review the performance of the Board of Directors, Key Managerial Personnel and Members of the Executive Committee based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors, Key Managerial Personnel and Executive Committee Members, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

It also reviews and discuss all the matters pertaining to candidates and evaluates the candidates. The Nomination and Remuneration Committee coordinates and oversees the annual self-evaluation of the Board and of individual directors. It also reviews the performance of all Executive Directors on a half-yearly basis or at such intervals as may be necessary on the basis of detailed performance parameters set for each executive director at the beginning of the year. The Nomination and Remuneration Committee may also regularly evaluate the usefulness of such performance parameters, and make necessary amendments.

The Nomination and Remuneration Policy is available on our website <http://www.arshiyalimited.com/assets/pdf/nomination->and-remuneration-policy20160407103702.pdf.

Nomination and Remuneration Committee Report for the Financial Year Ended March 31,2016

During the year, the committee discussed the retirement of the Board according to statutory requirements. As per the provisions under the Companies Act, 2013, independent directors are not liable to retire by rotation. As such, none of the independent directors will retire at the ensuing AGM. Further, following provisions of Companies Act, 2013, Mr. Ajay S Mittal - Chairman and Managing Director will retire in the ensuing AGM. The Committee considered his performance and recommended that the shareholders may consider the necessary resolutions for re-appointment of Mr. Ajay S Mittal. As required, a brief profile and other particulars of the Director seeking re-appointment is given in the Notice of the 35th Annual General Meeting.

During the year Committee has also recommended to the Board, the appointment of Mr. VL Ganesh as CFO and Compliance Officer of the Company. Further, the committee has also recommended the appointment of Ms. Savita Dalai as Company Secretary and Compliance Officer of the Company.

Remuneration paid to Directors

Your Company benefits from the professional expertise and invaluable experience of the Independent Directors in their individual capacity as competent professionals/business executives in achieving corporate excellence. During the period, there were no pecuniary relationships or transactions between the Company and any of its Non-Executive Directors. The Company has not granted any stock options to any of its Non-Executive Directors.

C. SHARE TRANSFER, INVESTOR GRIEVANCES AND STAKEHOLDERS RELATIONSHIP COMMITTEE

The Share Transfer, Investor Grievances and Stakeholders Relationship Committee oversees, inter-alia, redressal of shareholder and Investor Grievances, Transfer/ Transmission of Shares, Issue Of Duplicate Shares, Exchange of New Design Share Certificates Recording Dematerialisation/ Rematerialization of Shares and related matters.

According to Sec. 178(5), the Chairperson of the Committee shall be a Non-Executive Director and it shall comprise of such other members as may be decided by the Board Directors from time to time. The Company Secretary / Compliance Officer of the Company shall be the Secretary of the Committee.

Our Share Transfer, Investor Grievances and Stakeholders Relationship Committee comprises of three independent directors as on 31* March, 2016.

(i.) Mr. Rishabh Shah - Chairman

(ii.) Mr. Ashish Bairagra - Member

(iii.) Prof G. Raghuram - Member

SEBI Complaints Redressal System (SCORES):

SEBI has initiated SCORES for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints. The company is in compliance with the SCORES and redressed the shareholders complaints well within the stipulated time

Shareholding in Demat form

The shareholding in dematerialized mode as on 31st March, 2016 was 98.29% (97.78% as of 31st March, 2015).

D. COMMITTEE OF DIRECTORS

The Committee of Directors has been delegated with various power of the Board to enable the Management to take various timely decision in the best interest of the Company and for smooth functioning of the operation of the Company. The Company Secretary/ Compliance Officer of the Company shall be the Secretary of the Committee.

The Committee of Directors comprises of 2 Non Executive Independent Directors and 1 Promoter Executive Director as on 31st March, 2016:

00 Mr. Ajay S. Mittal - Chairman

0i.) Mr. Ashish Bairagra - Member

0ii.) Mr. Rishabh Shah - Member

The primary objective of this Committee is to monitor the various day to day functions of the operation of the company. As it has been delegated with various powers of the Board it ensures accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. Further it also review the performance of the management of the company and guide them accordingly.

E. RISK MANAGEMENT COMMITTEE

The purpose of the Committee is to assist the Board in fulfilling its Corporate Governance duties by overseeing the responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and environmental risk. The Risk Management Committee has overall responsibility of monitoring and approving the risk policies and associated practices of the Company. The Risk Management Committee is also responsible for reviewing and approving the risk document statement in public documents and disclosures. The Risk Management Policy is available on our website <http://www.arshiyalimited.com/assets/pdf/risk->management-policy20160407103904.pdf.

The Committee of Directors comprises of 2 Non Executive Independent Directors and 1 Promoter Executive Director as on 31st March, 2016:

0) Mr. Ajay S Mittal - Chairman

01) Mr. Ashish Bairagra - Member 0ii) Mr. Rishabh Shah - Member

Risk Management Committee Attendance

During the year Risk Management Committee met on 2nd February, 2016.

Role

The Committee is entrusted with the responsibility to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprise wide risk management framework is applied so that effective management of risks is an integral part of every employee's job. Risk Management Committee is entrusted with following tasks:

1. Providing a framework that enables future activities to take place in a consistent and controlled manner;

2. Improving decision making, planning and prioritization by comprehensive and structured understanding of business activities, volatility and opportunities/ threats;

3. Contributing towards more efficient use/allocation of the resources within the organization;

4. Protecting and enhancing assets and company image;

5. Reducing volatility in various areas of the business;

6. Developing and supporting people and knowledge base of the organization;

7. Optimizing operational efficiency.

F. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

Our CSR Committee comprised of an independent director as chairperson and two Promoter executive directors as members as on 31* March, 2016:

(i) Mr. Rishabh Shah - Chairman

pi) Mrs. Archana A Mittal - Member

(iii) Mr. Ajay S Mittal - Member

This committee shall be responsible for overseeing the activiti es / functioning of Arshiya Cares and such other activities, as mentioned in Schedule VII to the Companies act, 2013, which shall be undertaken upon the applicability of such other provisions of companies act, 2013 under section 135 and rules made thereunder, including amendments if any to the same.

The CSR policy of the company is available on our website at <http://www.arshiyalimited.com/arshiya/assets/pdf/csr->policy 120160620105217.pdf.

During the year CSR Committee met on 2nd February, 2016.

Role

The responsibilities ofthe CSR Committee include:

• Formulate and update our CSR Policy, which will be approved by the Board of Arshiya Limited

• Suggest areas of intervention to the Board of Arshiya Limited

• Approve projects that are in line with the CSR policy

• Put monitoring mechanisms in place to track the progress of each project

• Recommend the CSR expenditure to the Board of Arshiya Limited who will approve it

• Meet at-least twice in a year to review the progress made

• Monitoring CSR activities from time to time.

The total budget for the CSR projects will be decided by the CSR Committee and will be in line with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and other applicable provisions thereof as and when applicable.

5. DISCLOSURES

Disclosure regarding the appointment and re-appointment of directors

As per the provisions of the Companies Act, 2013 Mr. Ajay S Mittal will retire at ensuing AGM and being eligible, seek re­appointment. The Board recommends his re-appointment. The brief profile of Mr. Ajay S Mittal is attached in the Notice of this AGM.

Further, Section 149 of the Companies Act, 2013 states that no independent director shall be eligible to serve on the Board for more than two consecutive terms of five years. Further, itstates that the provisions of retirement by rotation as defined in sub­section (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to such independent directors. None of the independent directors will retire at the ensuing AGM.

Details of Non-Compliance

No strictures or penalties have been imposed on theCompany by the Stock Exchanges or by the Securities and Exchange Board of India (SEBI) or by any statutory authority on any matters related to capital markets during the last three years.

Code of Conduct

In compliance with Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has framed and adopted a Code of Conduct and Ethics ('the Code'). The Code is applicable to the members of the Board, the executive officers and all employees of the Company and its subsidiaries. The Code is available on our website www.arshiyalimited.com

The Code lays down the standard of conduct which is expected to be followed by the Directors and by the employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All members of the Board, the executive officers and senior financial officers have affirmed compliance to the Code as on 31st March, 2016. The Declaration on compliance with the Code of Conduct is annexed as Annexure A.

CEO and CFO Certification

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO Certification is part of this Report, annexed as Annexure B.

Auditors' Certificate on Corporate Governance

As required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors' Certificate on Corporate Governance is annexed as Annexure C.

Prevention of Insider Trading

In January, 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect from 15th May, 2015. Pursuant thereto, the Company hasformulated and adopted a new Code for Prevention oflnsider Trading.

The policy also includes practices and procedures for fair disclosure of unpublished price-sensitive information, initial and continual disclosure. It also prohibits the purchase or sale of Company's shares by the Directors, designated employees and connected persons, while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Policy is available on our website <http://www.arshiyalimited.com/assets/pdf/insider-trading-code20160407090651.pdf>

The Company Secretary & Compliance officer is responsible for implementation of the Code.

All Board Directors, designated employees and connected person have affirmed compliance with the Code.

Related Party Transactions

All Transactions with related parties were in the ordinary course of business and on an arm's length pricing basis. The Policy on Related Party Transaction is available on our website <http://www.arshiyalimited.com/assets/pdf/related-party-transaction->policy20160407103809.pdf

Vigil Mechanism/ Whistle Blower Policy

In compliance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism for

Directors and employees to report to the management about the unethical behaviour, fraud or violation of company's code of conduct The mechanism provides for adequate safeguards against victimisation of employees and Directors who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the company has been denied access to the Audit Committee. Vigil Mechanism/ Whistle Blower Policy of the Company is available on our website <http://www.arshiyalimited.com/assets/pdf/vigil-mechanism-whistle-blower->policy20160407104143.pdf.

Unclaimed Dividends

The shareholders who have not encased their dividend warrants for the years 2007-08 onwards are requested to claim the amount from Big Share Services Private Ltd. or from the Company. As per section 124 of the Companies Act, 2013 (corresponding to Section 205 of Companies Act, 1956), any money transferred by the Company to the unpaid dividend account and remaining unclaimed for a period of seven years from the date of such transfer shall be transferred to a fund called The Investor Education and Protection Fund' set up by the Central Government No claims shall lie against the fund or the Company in respect of the amount so transferred. Further, the Ministry of Corporate Affairs (MCA) vide its Notification dated lO^May, 2012 prescribed the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 which mandates all the companies to file the particulars of all the unclaimed and unpaid amounts through e-Form 5 INV on the web portal of MCA <http://www.iepf.gov.in/IEPF/services.htmland> subsequently also upload the data on the website of the Company. The details of unclaimed dividends for the financial years 2007-08 to 2011-2012 have been uploaded on the Company's website <http://www.arshiyalimited.com/assets/pdf/unpaid-dividend-statement.pdf>.

Disclosure of Accounting Treatment

In the preparation of the financial statements, the Company has followed the accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable and also followed Section 133 of the Companies Act, 2013.

Risk Management

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

Senior Professionals conversant with risk management systems have been entrusted with the said task with a brief to implement the risk management Risk Management Policy of the Company is available on the website of the Company <http://www.arshiyalimited.com/assets/pdf/risk-management-policy20160407103904.pdf>.

Reconciliation of Share Capital Audit

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL) and the total issued and paid-up capital. This audit is carried out every quarter and the Report thereon is submitted to the stock exchanges and is placed before the board of directors of the Company. The Audit, inter alia, confirms that the listed and paid up capital of the company is in agreement with the aggregate of the total number of shares in dematerialized form held with NSDL and CDSIL and the total number of shares in physical form.

Green initiative in the corporate governance

As part of the green initiative process, the company has taken an initiative of sending documents like notice calling Annual General meeting, Corporate Governance Report, Directors Report, audited Financial Statements, Auditors Report, etc., by email. Physical copies are sent only to those shareholders whose email addresses are not registered with the company. Shareholders are requested to register their email id with Registrar and Share Transfer Agent / concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode.

Implementation of Compliance Management System

Your Company has in place a well-structured Legal Compliance Management System to monitor periodical compliances on regular basis and Review Reports are discussed at the Audit Committee meetings and Board Meetings.

Proceeds from Public Issues, Rights Issues, and Preferential Issues etc.

The Company has not made any public issue or rights issue of Equity Shares during the year and hence not received any proceeds there from.

The Company has allotted 2,87,50,000 equity shares of Rs. 2/- each at a price of Rs. 14.60/- per share to the Promoters on preferential basis.

Management Discussion and Analysis

Management Discussion and Analysis Report forms part of Annual Report.

Non-mandatory requirements

Adoption of non-mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is being reviewed by the Board from time-to-time.

6. COMMUNICATION WITH THE SHAREHOLDERS

The Company, from time to time and as may be required, communicates with its shareholders and investors through multiple channels of communications such as dissemination of information on the on-line portal of the Stock Exchanges, press releases, the Annual Reports and uploading relevant information on its website.

The unaudited quarterly results are announced within forty-five days of the close of the quarter. The Audited annual results are announced within two months form the close of the Financial Year as required under SEBI regulations. The aforesaid financial results are announced to the Stock Exchanges within thirty minutes from the close of the Board Meeting at which these were considered and approved. Further the results are published according to the SEBI Regulations.

The audited financial statements form part of this Annual Report which is sent to the Members within the statutory period and well in advance of the Annual General Meeting.

The Annual Report of the Company, the quarterly / half yearly and the audited financial results and the press releases of the Company are also placed on the Company's website www.arshiyalimited.com and can be downloaded.

The presentations on the performance of the Company are placed on the Company's website immediately after these are communicated to the Stock Exchanges for the benefit of the institutional investors and analyst and other shareholders.

The Company discloses to the Stock Exchanges, all information required to be disclosed under Regulation 30 read with Part A of Schedule III of the SEBI Regulations including material information having a bearing on the performance / operations of the listed entity or other price sensitive information. All information is filed electronically on BSE's online Portal - BSE Corporate Compliance & Listing Centre (Listing Centre) and on NSE Electronic Application Processing System (NEAPS), the on-line portal of National Stock Exchange of India Limited.

The Board of Directors has approved a policy for determining materiality of events for the purpose of making disclosure to the Stock Exchanges.

Means of communication

a) The quarterly, half-yearly and annual financial results are usually published in Free Press Journal and Navshakti.

b) The Company has its own website viz. www.arshiyalimited.com and the financial results and quarterly shareholding pattern along with other relevant information useful to the investors are uploaded on the website regularly.

c) The 'Investors' section on the Company's website keeps the investors updated on material developments in the Company by providing key and timely information like Financial Results, Annual Reports, Shareholding Pattern, presentations made to institutional investors and analysts etc. A brief profile of Directors is also on the Company's website. Members also have the facility of raising their queries/complaints on share related matters through a facility provided on the Company's website.

7. GENERAL SHAREHOLDER INFORMATION

a) 35th AGM

Date: 29th July, 2016

Time:10:30 a.m.

Venue: Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400018

b) Investor Services Financial Calendar for 2016­2017 (Tentative)

i. 1st quarter results- on or before 14th August, 2016

ii. 2nd quarter results- on or before 14ft November, 2016

iii. 3rd quarter results- on or before 14ft February, 2017

iv. Audited results for the year- on or before 30th May, 2017

Date of Book Closure : 23rd July, 2016 to 28th July, 2016

d) Dividend payment date : NA

e) Listing on Stock Exchanges

Bombay Stock Exchange Limited.

National Stock Exchange of India Limited

The Company has paid the Listing fees for the year 2016-2017.

0 Stock Code Symbol

BSE : 506074

NSE: ARSHIYA

g) Demat ISIN Number For CDSL and NSDL : INE968D01022

Registrar & Share Transfer Agent

Bigshare Services Private Ltd.

E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai-400 072 Tel.: 91-22-2847 0652/ 40430200 Fax.: 91-22-2847 5207 E-mail: info(5>bigshareonline,com

j) Share Transfer System:

All shares sent for transfer in physical form are registered by the Registrar & Share Transfer Agent within 15 days of the lodgement, if documents are found in order. All requests for dematerialization of shares are processed and the confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) within 15 days.

m.) Dematerialization of shares and liquidity:

Approximately 98.29% of the total number of shares are in dematerialized form as on Sl^March, 2016. The Equity shares of the Company are traded on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

n) Outstanding ADRs, GDRs, warrants or any convertible instruments, conversion date and impact on equity:

No ADRs or GDRs, or any other convertible instruments were outstanding for conversion as on 31st March, 2016.

o) Address for investor correspondence:

All routine correspondence regarding share transfers, transmission, dematerialization of shares, change of address, non-receipt of dividend, etc., should be addressed to the Company's Registrar & Share Transfer Agent at:

BIGSHARE SERVICES PRIVATE LTD.

E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai-400 072 Tel.: 91-22-2847 0652/ 40430200 Fax.: 91-22-2847 5207 E-mail: infoObigshareonline.com

p) For complaints/grievances, if any, members are requested to address the same to:

Arshiya Limited

Registered Office

302, Level 3, Ceejay House, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400018 Phone No. +91 22 4230 5M0/502 Fax No. +91 22 4230 5555

Corporate Office

308, Level 3, Ceejay House, Shiv Sagar Estate, F-Block, Dr. Annie BesantRoad, Worli, Mumbai-400018 Phone No. +91 22 4230 5M0/502 Fax No. +91 22 4230 5555Email :grv,redressal(5> arshiyalimited.com

DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT

In accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. and National Stock Exchange of India Limited for the period 1st April, 2015 to 30* November, 2015 and as per the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for the period 1st December, 2015 to 31st March, 2016, to the best of my knowledge and belief and on the basis of declarations given to me, I hereby affirm that all the Directors and the Senior Management Personnel have affirmed compliance with the Code of Conduct laid down by the Company as applicable to them for the financial year ended on 31st March, 2016.