[1] · 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

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CONTENT:

Particulars Corporate Information

Notice of Annual General Meeting

Board Report

Annexure to Board Report

Corporate Governance Report

Auditors Certificate

Certificate Of Managing Director And Chief Financial Officer

Management Discussion And Analysis Report (MDAR)

Independent Auditors Report

Balance Sheet

Statement Of Profit And Loss

Cash Flow Statement

Notes Forming Part of Financial Statements

Statement Of Significant Accounting Policies Forming Part Of The

Financial Statements Attendance Slip

Proxy Form

AGM Information

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CORPORATE INFORMATION:

Arnav Corporation Limited

CIN: L74900MH1987PLC044592

Listed At : BSE Limited

Scrip Code: 531467

Security Id: ARNAVCORP

Registered Office of the Company

Office No. 101, C Wing, Ambika Darshan, C P Road, Kandivali (East), Mumbai-400 001.

Corporate Office of the Company

Unit 704, 7th Floor, Jay Antariksh, Marol Makwana Road, Marol, Near Marol Metro Station, Andheri East- Mumbai-400059

Email: [email protected] Phone: 022-64501225 Website: www.arnavcorp.com

Registrar & Share Transfer Agent

Universal Capital Securities Pvt. Ltd. 21, Shakli Niwas, Opp. Satya Saibaba Temple ,Mahakali Caves Road, Andheri (E), Mumbai-400093.

Email: [email protected]

Phone: 28207203-05/28257641.

Fax: 22 2820 / 7207.

Website: http://www.unisec.in/

mailto:[email protected]�


http://www.unisec.in/�

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Statutory Auditor

M/s. Agarwal Desai & Shah

Practicing Chartered Accountants (Mumbai)

Internal Auditor

M/s. Tejas Nadkarni & Associates


Tax Auditor

M/s. D. P. Agarwal & Co.


Secretarial Auditor M/s. Puja Agarwal Practicing Company Secretary Kolkata

Compliance Officer

Dhiren Negandhi

Bankers:

Axis Bank

Dhanlaxmi Bank

Kotak Mahindra Bank

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BOARD:

BOARD COMMITTEES:

AUDIT COMMITTEE:

Gopal Vyas (Chairman)

Nitin Shanichara (Member)

Jayesh Shah (Member)

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Gopal Vyas (Chairman)


Chandrakant Shinde (Member)

RISK & MANAGEMENT COMMITTEE:

Chandrakant Shinde (Chairman)

Jayesh Shah (Member)

Kajal Soni (Member)

NOMINATION & REMUNERATION COMMITTEE:

Chandrakant Shinde (Chairman)


Gopal Vyas (Member)

Dhiren Negandhi (Chairman & Managing Director)

Jayesh Shah (Executive Director (CFO)

Kajal Soni (Executive Director)

Pradeep Parmar (Non-Executive Independent Director)

Rajnish Kumar (Non-Executive Independent Director)

Chandrakant Shinde (Non-Executive Independent Director)

Nitin Shanichara (Non-Executive Independent Director)

Gopal Vyas (Non-Executive Independent Director)

Manish Rach (Non-Executive Director)

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NOTICE

Notice is hereby given that 29th

Ordinary Business:

Annual General Meeting of the Members of Arnav Corporation Limited (CIN: L74900MH1987PLC044592) will be held at Registered Office of the Company situated at Office No. 101, C Wing, Ambika Darshan, C P Road, Kandivali-East, Mumbai-400101 on Thursday, September 29, 2016 at 9.30 a.m. to transact the following businesses:

1. To receive consider and adopt the Balance Sheet as at March 31, 2016, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, the Report of Directors and Auditor’s thereon.

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, (Firm Registration No: 124850W) Chartered Accountants, as Statutory Auditor of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting at remuneration to be fixed by the Board of Directors on the recommendation of the Audit Committee of the Company in accordance with the Section 139, 141 & 142 of the Companies Act, 2013 and to pass 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 and the Companies (Audit and Auditors) Rules, 2014, the Company hereby ratifies appointment of M/s. Agarwal Desai & Shah, (Firm Registration No: 124850W), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of next AGM of the Company to be held in the year 2017.”

Special Business:

4. Regularization of Additional Director, Mr. Manish Rach

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

“RESOLVED THAT pursuant to the provisions of Section 152 and other application provisions of the Companies Act, 2013 (“the Act”) read with rules made there under [including any statutory modification(s) or re-enactment thereof for the time being in force], Mr. Manish Rach (DIN 02089828) who was appointed as a Additional Director by the Board of Directors at its meeting held on July 15, 2016 and whose term of office expires at this Annual General Meeting (‘AGM’) be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

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

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

“RESOLVED THAT pursuant to provisions of Section 20 of the Companies Act, 2013 and other applicable provisions, if any, of the said Act and relevant rules prescribed there under, 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 the 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 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 document by the company to the shareholder.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, directors or key managerial personnel of the Company be and are hereby severally authorized 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, doubt that 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 the above resolution.”

Notes:

a) The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the Special Business under item no 4 & 5 as stated above is annexed hereto.

b) 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.

c) 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.

d) Corporate members intending to send their authorized representatives to attend the Annual General Meeting, pursuant to section 113 of the Companies Act, 2013, are

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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.

e) 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.

f) 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

g) The Register of Members and Share Transfer Books of the Company will be closed from Friday, September 23, 2016 to Thursday, September 29, 2016 (both days inclusive), for payment of dividend/bonus, if any, declared/approved, at Annual General Meeting.

h) 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, Shakil Niwas, Opp. Satya Saibaba Temple, Andheri (E), Mumbai-400093.

i) 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. Dhiren Negandhi, Compliance Officer, so that the same may be attended appropriate to your entire satisfaction.

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

Name Kajal Soni Manish Rach Directors Identification Number (DIN)

06965706 02089828

Age 22 47 Qualification Graduate Graduate Nationality Indian Indian Date of first Appointment on the Board of the Company

29/09/2014 15/07/2016

Shareholding in Arnav Corporation Limited

Nil Nil

List of Directorship held in other Companies

Nil 2

Membership/ Chairmanships of Audit and Stakeholders Relationship Committees in other Companies

Nil Nil

A Route map showing directions to reach the venue of the 29th Annual General Meeting is given at the end of the Notice of AGM as per the requirement of the Secretarial Standards-2 on “General Meeting”.

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VOTING THROUGH ELECTRONIC MEANS:

1. In compliance with provisions of Section 108 of the Companies Act, 2013 and the Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time together with relevant clauses in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide Members the facility to exercise their right to vote at the 29th

“Electronic voting system” means a secured voting system based process of display of electronic ballots, recording of votes of the Members and the number of votes polled in favour or against, in such a manner that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralized server with adequate cyber security.

Annual General Meeting by electronic means and the business may be transaction through e-voting services provided by the Central Depository Services (India) Limited (CDSL).

“Remote e-voting” means the facility of casting votes by a Member using an electronic voting system from a place other than venue of a general meeting.

“Cut-off date” for determining the eligibility for voting either through electronic voting system or ballot is fixed as September 22, 2016. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

2. PROCESS FOR MEMBERS OPTION FOR E-VOTING

The Company has entered into an arrangement with Central Depository Services India Limited (CDSL) for facilitating remote e-voting for AGM. The instructions for remote e-voting are under:

a) The voting period begins on September 26, 2016 at 9.00 a.m. and ends on September 28, 2016 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 (record date) of September 22, 2016 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

b) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

c) In Case of Members receiving e-mail:

i. The shareholders should log on to the e-voting website www.evotingindia.com.

ii. Click on Shareholders.

iii. Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

http://www.evotingindia.com/�

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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. For Members holding shares in Physical Form should enter Folio Number registered with the Company.

iv. After entering the user id, enter the characters displayed and click on Click on Login.

v. 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.

vi. If you are a first time user follow the steps given below:

For Member 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 Account Number

OR Date of Birth (DOB)/Date of Incorporation

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 (v).

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

viii. 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 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


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strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

x. Click on the EVSN for the relevant “Arnav Corporation Limited” on which you choose to vote.

xi. 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.

xii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xiii. 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.

xiv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xv. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

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

xvii. 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.

xviii. 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].



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• 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.

xix. 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].

d) In Case of Members receiving the Physical Copy:

Please follow all steps from Sl. No. (i) to Sl. No. (xviii) above to cast a vote.

3. A copy of the Notice has been placed on the website of the Company.

4. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

5. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchanges where the Company’s shares are listed.

6. SCRUTINIZER:

A. Mayank Arora has been appointed as a scrutinizer for scrutinizing voting process in a fair and transparent manner.

B. The Scrutinizer shall unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and within a period not exceeding three working days from the conclusion of the e-voting period, make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.




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C. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s Website www.arnavcorp.com and on the website of CDSL immediately. The Company simultaneously forwards the results to BSE Limited, where the shares of the Company are listed.

D. The Results shall be declared on or after the Annual General Meeting of the Company. The Results declared along with the Scrutinizer’s Report shall be available for inspection within prescribed period.

For and on behalf of the Board of Directors Sd/-

Dhiren Negandhi Date: August 31, 2016 Chairman & Managing Director Place: Mumbai DIN: 03385812

http://www.arnavcorp.com/�

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ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Pursuant to Section 102 of the Companies Act, 2013 (“the Act”), the following Explanatory Statement sets out all material facts relating to the businesses mentioned under Item 4 & 5 of the accompanying Notice.

ITEM NO. 4

Mr. Manish Rach was appointed as an Additional Director on the Board of the Company w.e.f. July15, 2016 pursuant to the provisions of Section 161 of the Companies Act, 2013, he holds office up to the date of ensuing Annual General Meeting of the Company. Mr. Manish Rach an eminent Professional and having rich and varied experience with several reputed companies. The Board has proposed his appointment as a Non executive Director in the Board liable to retire by rotation.

Except Mr. Manish Rach the appointee himself, none of the Directors of the Company, Key Managerial Personnel or their relatives respectively is in any way concerned or interested in the proposed resolution.

ITEM NO. 5

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 in its annual general meeting. 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.

None of the Directors of the Company, Key Managerial Personnel or their relatives respectively is in any way concerned or interested in the proposed resolution.



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To,

BOARD REPORT

The Members Arnav Corporation Limited,

Your Directors have pleasure in presenting 29th

1. Financial Results:

Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2016.

The financial performance of your Company for the year ended 31.03.2016 is summarized below:

(Amount in Rs.) Particular Current Year

(31.03.2016) Previous Year

(31.03.2015) Revenue from Operations 101,774,531 104,500,100 Other Income - - Total Income 101,774,531 104,500,100 Less: Total Expenses 101,646,849 104,223,207 Profit/Loss Before Taxation 127,682 276,893 Less: Provision for Tax 24,330 58,584

Deferred Tax - 85,561 Profit After Taxation 103,352 132,748

2. Operations and Business Performance

The company was able to maintain the top line with marginal decrease in net margins. The company’s sales stood at Rs. 10.17 Crores as compared to Rs. 10.45 Crores in the previous year whereas the profit after tax stood at Rs. 1,03,352 as compared to Rs. 1,32,748/- in the previous year. The Company operates in a very competitive segment as a result the margins were affected. However, to counter the industry risk, the Company is diversifying into high growth business segments through strategic investments. The Company signed a Memorandum of Understanding with Optimmus Media Network India Limited to consider acquisition of its entertainment platform Spin TV. This acquisition shall boost the Company’s prospects in technology as well as entertainment segment thereby adding a new revenue stream to the Company’s coffers.

The management is hopeful of an improved performance on the back of economic recovery and diversification.

3. Dividend

Considering the overall business exigencies, your Directors has not recommended dividend for the year under the review.

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4. Transfer to Reserve

During the year under review, no amount from profit was transferred to General Reserve.

5. Capital Structure

During the year under review, there was no change in the Company’s issued, subscribed and paid up equity share capital. Your Company’s Authorized Share Capital as at 31.03.2016 is Rs.1,000,000,000. The paid up Equity Share Capital as at 31.03.2016 stood at Rs.894,209,580/- consisting of 89,420,958 Equity Shares of Rs 10/- fully paid up.

6. Transfer of Unclaimed Dividend To Investor Education And Protection Fund:

The provisions of Section 125(2) of the Act do not apply as there was no dividend declared and paid by the Company.

7. Statutory Auditor:

The company had appointed M/s. Agarwal Desai & Shah, (Firm Registration No: 124850W), Chartered Accountants as auditors of the company as per Section 139 of the Companies Act, 2013, to hold from the conclusion of 28th AGM till the conclusion of the 33rd

AGM, subject to ratification of their appointment at every AGM. Accordingly, the appointment of the Auditors of the Company from this AGM till the conclusion of next AGM is put forth for the shareholders approval which forms a part of the notice. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditor’s Report for the financial year under review does not contain any qualification, reservation, adverse remark or disclaimer.

8. Secretarial Auditor :

The Board of Directors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 has appointed Ms. Puja Agarwal, Practicing Company Secretary for the financial year 2015-16 to conduct secretarial audit and to ensure compliance by the Company with various Acts applicable to the Company. The Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor is annexed to this Report as “Annexure 1”. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

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9. Internal Auditor:

The Board on recommendation of the Audit Committee reappointed M/s. Tejas Nadkarni & Associates, Chartered Accountants, Mumbai, as Internal Auditors of the Company for the financial year 2015-16 pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Internal Auditor submits his reports on quarterly basis to the Audit Committee. Based on the report of Internal Audit, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

10. Corporate Office:

The Company keeping in the mind the operational convenience has established a new corporate office at Unit 704, 7th Floor, Jay Antariksh, Marol Makwana Road, Marol, Near Marol Metro Station, Andheri East- Mumbai-400059.

11. Management’s Discussion and Analysis Report

The Management’s Discussion and Analysis forms an Integral part of this report and gives details of the overview, industry structure and developments, different product groups of the Company, operational performance of its business.

12. Subsidiary Companies and their Performance/ Financial Position

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.

13. 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 March 31, 2016 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;

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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.

14. Corporate Governance

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on corporate governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the certificate from the Practicing Company Secretary confirming the compliance, is annexed and forms part of this Annual Report.

The Company has been proactive in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Regulation 15 to 27 of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 are complied with in letter and spirit.

15. Adequacy Of Internal Financial Controls With Reference To The Financial Statements:

The Company has adequate internal control procedures commensurate with its size and nature of business. The business control procedures ensure efficient use and protection of Company’s resources and compliance with policies, procedures and statutory requirements. Further internal auditors are appointed to carry audit assignments and to periodically review the transactions across the divisions and evaluate effectiveness of internal control systems.

16. Disclosures and Information under the Companies Act, 2013:

Pursuant to section 134 and any other applicable section of the Act, following disclosures and information is furnished to the shareholders: a) Conservation of Energy, Technology absorption and Foreign Exchange

Earnings and Outgo:

The information relating to 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 annexed as “Annexure 2” which forms a part of this Report.

b) Extract of Annual Return:

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Information as required under Section 134 of the Companies Act, 2013 read with the Companies(Management and Administration) Rules, 2014 are annexed as “Annexure 3” forming part of this report.

c) Loans, Guarantees & Investments:

The details of loans, guarantees and investments covered under the provisions of Section186 of the Companies Act, 2013 are annexed as “Annexure 4”.

d) Public Deposit:

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

e) Particulars of Employees and related disclosures:

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in “Annexure 5” which forms a part of this report.

Further,

None of the employee of the Company was in receipt of remuneration in excess of the limit prescribed under Section 197 of the Companies Act, 2013.

As on March 31, 2016 there were 8 permanent employees of the Company.

f) Risk Management:

The Company had formed a Risk Management Committee which identifies, evaluate business risks and opportunities. This Committee has formulated and implemented a policy on risk management to ensure that the company’s reporting system is reliable and that the company complies with relevant laws and regulations. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company. The Board of Directors of the Company has also formulated a Risk Management Policy which aims at enhancing Shareholder’s values and providing an optimum risk reward trade off. The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves.

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g) Contracts and Arrangements with Related Parties:

The Company during the financial year under review has not entered into any related party transactions. 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.

h) Corporate Social Responsibility:

As per Section 135 of the Companies Act, 2013, every Company having net worth of Rs. 500 crore or more or turnover of Rs. 1000 crore or more, or a net profit of Rs. 5 crore or more during any financial year is required to constitute a CSR Committee. As your Company does not fall under any of the above criteria, the formation of a Corporate Social Responsibility Committee is not applicable to Company.

i) Vigil Mechanism:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Company has formulated Whistle Blower Policy for Directors and Employees to report to the Management 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 such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases. None of them have been denied access to the audit committee.

j) Significant and Material Orders Passed By the Regulators or Courts:

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

17. Disclosure related to Board, Committees and Policies:

a) Declaration by Independent Directors: The Company has received necessary declaration from each independent director under section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Director Retiring by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Article of Association of the Company, Ms. Kajal Soni, Executive Director of the Company,

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retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. As stipulated under the Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief details of the Directors proposed to be appointed or reappointed are given in the Notice convening 29th

c) Appointment/Cessation of Directors/KMP:

Annual General Meeting.

Mr. Manish Jayantilal Rach (DIN: 02089828) was appointed as an Additional Director by the Board with effect from 15th

During the year under review none of the directors or Key Managerial Personnel ceased to exist.

July, 2016 to hold his office up to the ensuing Annual General Meeting of the Company. The resolution for the regularization of the said appointment has been placed for approval of the shareholders which forms a part of the notice.

d) Board Meeting:

The Board of Directors met 5 times during the financial year ended 31st

March, 2016 in accordance with provisions of the Companies Act, 2013 and rules made thereunder. 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.

e) Performance Evaluation:

The Company has devised criteria for performance evaluation of Independent Director, Board/Committees, and other Individual Directors which includes criteria for performance evaluation of Non-Executive Director and Executive Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual directors, the Board/ Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, qualifications,

[21]

knowledge, skills and experience in the respective fields, honesty, integrity, ethical behavior and leadership, Independence of judgment, safeguarding the interest of the Company, attending the meetings regularly, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberations, ability to identify the cost benefits and implications of Board decisions etc.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluations of the Chairman, Managing Director & Executive Directors were carried out by the independent Directors at its separate meeting held on 25th

January, 2016. The Directors expressed their satisfaction with the evaluation process.

f) Nomination & Remuneration Committee and Remuneration Policy:

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013.

The Board has, on recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as required under section sub-section of section 178 of the Companies Act, 2013 is available on our website www.arnavcorp.com. There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the company. Kindly refer the Corporate Governance Report, for matters relating to constitution, meetings, and functions of the Committee and remuneration policy formulated is annexed as “Annexure 6” to this report.

g) Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.


[22]

During the financial year under review, the Company has not received any complaints of sexual harassment from any employees of the Company.

h) Insider Trading Regulations:

In compliance with the SEBI regulation on prevention of insider trading, the Company has established systems and procedures to prohibit insider trading activity and has formulated a Code on Insider Trading activity for designated persons, who may have access to the Company’s price sensitive information. The Code lays down procedures to be followed and disclosures to be made, while trading in the Company’s shares.

The Company follows highest standards of transparency and fairness in dealing with all stakeholders and ensures that no insider shall use his or her position with or without knowledge of the Company to gain personal benefit or to provide benefit to any third party.

18. Industrial/ Employee Relations:

Your Company firmly believes that people are its most valued resource and their efficiency plays a key role in achieving defined goals and building a competitive work environment. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. In its pursuit to attract, retain and develop best available talents, several programmes are regularly conducted at various levels across the Company. Employee relations continued to be cordial and harmonious across all levels and at all the units of the Company.

19. Acknowledgements

The Board places on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Other Regulatory Authority, Bankers, Customers, Vendors, Investors and other stakeholders during the year under review.

The Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company’s operations.



[23]

SECRETARIAL AUDIT REPORT

ANNEXURE 1

[Pursuant to section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

FOR THE FINANICAL YEAR ENDED MARCH 31, 2016

To, The Members, Arnav Corporation Limited Office No. 101, C Wing, Ambika Darshan, C P Road, Kandivali (E), Mumbai-400101. I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by M/s Arnav Corporation Limited (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 Company’s Books, Papers, Minutes 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 March 31, 2016, 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

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

March, 2016, according to the provisions of:

(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 and Overseas Direct Investment (not applicable to the Company during the Audit Period);

[24]

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) viz.

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

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 as the Company has not issued any shares during the financial year under review;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Regulations, 2009, and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on October 28, 2014 - Not applicable as the Company has not issued any shares to its Employees during the financial year under review;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable as the Company has not issued any debt securities;

f. The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during the financial year under review;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable as the Company has not delisted /propose to delist its equity shares from stock exchange during the financial year under review;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable as the Company has not bought back/ propose to buyback any of its securities during the financial year under review;

[25]

(vi) The Company has identified the following laws as specifically applicable to the Company.

a. The Information Technology Act, 2000

b. The Indian Copyright Act, 1957

c. The Patents Act, 1970

d. The Trade Marks Act, 1999

e. Income Tax Act, 1961

f. Shop and Establishment Act

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

b) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited.

c) The Securities and Exchange Board of India (Listing Obligation and Disclosures Requirements) Regulations, 2015. (With effects from 1st

During the period under review and as per the explanations and representations made by the management and subject to clarifications given to us, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

December, 2015.)

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

Adequate notice has been 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.

All the decisions are carried unanimously. The members of the Board have not expressed dissenting views on any of the agenda items during the financial year under review.

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 guidelines.

I further report that during the audit period, there were no instances of:

[26]

1. Public / Rights / debentures / sweat equity

2. Buy-Back of securities

3. Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013

4. Merger / amalgamation / reconstruction etc.

5. Foreign technical collaborations

Puja Agarwal (Company Secretary in Practice)

Sd/- Date: August 31, 2016 ACS. No.: 36736 Place: Kolkata C P No.: 14637

[27]

ANNEXURE-2

Details of Conservation of Energy, Technology 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 equipments 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 2015-2016 2014-2015 Foreign Exchange Earnings NIL NIL Foreign Exchange Outgo NIL NIL

For and on behalf of the Board of Directors

Sd/- Dhiren Negandhi

Date: August 31, 2016 Chairman & Managing Director Place: Mumbai DIN: 03385812

[28]

ANNEXURE 3

FORM MGT-9 EXTRACT OF ANNUAL RETURN

[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

Office No. 101, Ambika Darshan, C P Road, Kandivali (East), Mumbai-400101. Email Id: [email protected] Website: www.arnavcorp.com 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, Shakil Niwas, Opp. Satya Saibaba 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


[29]

Category of Shareholders

No. of Shares held at the beginning of the year 1st April, 2015

No. of Shares held at the end of the year 31st March, 2016

% change during

the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters 1) Indian a) Individual/HUF 202074 0 202074 0.23 201074 0 201074 0.22 0.01 b) Central Govt. or

State Govt. 0 0 0 0.00 0 0 0 0.00 0.00

c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00 d) Bank/FI 0 0 0 0.00 0 0 0 0.00 0.00 e) Directors/ Relatives 0 0 0 0.00 0 0 0 0.00 0.00 Sub Total:(A) (1) 202074 0 202074 0.23 201074 0 201074 0.22 0.01 2) Foreign a) NRI- Individuals 0 0 0 0.00 0 0 0 0 0.00 b) Other Individuals 0 0 0 0.00 0 0 0 0 0.00 c) Bodies Corp. 0 0 0 0.00 0 0 0 0 0.00 d) Banks/FI 0 0 0 0.00 0 0 0 0 0.00 e) Any others 0 0 0 0.00 0 0 0 0 0.00 Sub Total (A) (2) 0 0 0 0.00 0 0 0 0 0.00 Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

202074 0 202074 0.23 201074 0 201074 0.22 0.01

B. Public Shareholding

1. Institutions

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

Capital Funds 0 0 0 0.00 0 0 0 0 0.00

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

2. Non Institutions a) Bodies Corporate (i) Indian 74627013 366300 74993313 83.87 66835111 366300 67201411 75.15 8.71 (ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00 b) Individuals (i) Individual

shareholders holding nominal share capital upto Rs.1 lakhs

1227318 1402134 2629452 2.94 1774962 1396802 3171764 3.55 0.61

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

8912503 294624 9207127 10.30 12189047 294624 12483671 13.96 3.66

c) Others (specify) (i) Clearing Members 1766043 0 1766043 1.97 5703069 0 5703069 6.38 4.40 (ii) Trust 0 0 0 0.00 0 0 0 0.00 0.00 (iii) NRI/OCB 10733 612216 622949 0.70 47753 612216 659969 0.74 0.04 (iv) Foreign Nationals 0 0 0 0.00 0 0 0 0.00 0.00 (v) Foreign Corporate

Body 0 0 0 0.00 0 0 0 0.00 0.00

SUB TOTAL (B)(2): 86543610 2675274 89218884 99.77 86549942 2669942 89219884 99.78 0.00

[30]

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

(i) Category wise Shareholding:

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

Sr. No. Shareholders Name

Share holding at the beginning of the Year

Cumulative Share holding 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

202074 0.23 202074 0.23

Increase/Decrease during the year

(1000) 0.001 (1000) 0.001

At the end of the year

201074 0.22 201074 0.22

(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

Shareholding at the beginning of the

year

Cumulative Shareholding during the year

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the Company

1 APRATEEM TRADING PRIVATE LIMITED At the beginning of the year 9240660 10.33 Date wise Increase/(Decrease)

in shareholding

Date Reason for change 11/12/2015 Sale (3200000) (3.58) 6040660 6.75 At the end of the year 6040660 6.75

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

86543610 2675274 89218884 99.77 86549942 2669942 89219884 99.78 0.00

Total (A)+(B) 86745684 2675274 89420958 100.00 86751016 2669942 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) 86745684 2675274 89420958 100.00 86751016 2669942 89420958 100.00 0.00

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2 BULLTEXT REALITY PRIVATE LIMITED At the beginning of the year 7816800 8.74 Date wise Increase/(Decrease)

in shareholding

Date Reason for change 17/04/2015 Sale (228) 0.00 7816572 8.74 24/04/2015 Sale (2500000) (2.80) 5316800 5.95 At the end of the year 5316572 5.95 3 PARKWAY PROPERTIES PVT LTD At the beginning of the year 6286500 7.03 Date wise Increase/(Decrease)

in shareholding

Date Reason for change 10/04/2015 Purchase 193500 0.22 6480000 7.25 17/04/2015 Purchase 323000 0.36 6803000 7.61 24/04/2015 Sale 275000 (0.31) 6528000 7.30 08/05/2015 Sale (180000) (0.20) 6348000 7.10 15/05/2015 Purchase 40000 0.04 6388000 7.14 12/06/2015 Sale (500000) (0.56) 5888000 6.58 19/06/2015 Purchase 233550 0.26 6121550 6.85 30/06/2015 Sale (1500000) (1.68) 4621550 5.17 31/07/2015 Sale (1630) (0.00) 4619920 5.17 14/08/2015 Sale (330000) (0.37) 4289920 4.80 23/10/2015 Purchase 260000 0.29 4549920 5.09 30/10/2015 Purchase 110695 0.12 4660615 5.21 04/12/2015 Purchase 43305 0.05 4703920 5.26 18/12/2015 Purchase 253371 0.28 4957291 5.54 25/12/2015 Purchase 175001 0.20 5132292 5.74 04/03/2016 Purchase 1657 0.00 5133949 5.74 At the end of the year 5133949 5.74 4 ANUMITA INFRASTRUCTURE PRIVATE LTD At the beginning of the year 5940000 6.64 Datewise Increase/(Decrease) in

shareholding

Date Reason for change 17/04/2015 Sale (222) (0.00) 5,939,778 6.64 30/06/2015 Sale (5,000,000) (5.59) 939,778 1.05 At the end of the year 939778 1.05 5 JABEEN TRADELINK PVT LTD At the beginning of the year 5791500 6.48

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Datewise Increase/(Decrease) in shareholding

Date Reason for change 31/07/2015 Sale (1,630) (0.00) 5,789,870 6.47 At the end of the year 5789870 6.47 6 ORANGE MIST PRODUCTIONS PRIVATE LIMITED At the beginning of the year 5013600 5.61

Datewise Increase/(Decrease) in shareholding

Date Reason for change 17/04/2015 Purchase 24,901 0.03 5,038,501 5.63 01/05/2015 Purchase 69,149 0.08 5,107,650 5.71 18/09/2015 Sale (1,000,000) (1.12) 4,107,650 4.59 At the end of the year 4,107,650 4.59 7 JESHNA MULTITRADE PRIVATE LTD At the beginning of the year 4713390 5.27 Datewise Increase/(Decrease) in

shareholding

Date Reason for change 30/06/2015 Sale (1,500,000) (1.68) 3,213,390 3.59 31/07/2015 Sale (950) (0.00) 3,212,440 3.59 At the end of the year 3212440 3.59 8 VARAD VINAYAK TRADING PRIVATE LIMITED At the beginning of the year 4712400 5.27 Datewise Increase/(Decrease) in

shareholding

Date Reason for change 30/06/2015 Sale (1,500,000) (1.68) 3,212,400 3.59 31/07/2015 Sale (1,630) (0.00) 3,210,770 3.59 At the end of the year 3210770 3.59 9 ADAMINA TRADERS PRIVATE LIMITED At the beginning of the year 4572000 5.11 Datewise Increase/(Decrease) in

shareholding

Date Reason for change

17/04/2015 Purchase 22,255 0.02 4,594,255 5.14 01/05/2015 Purchase 73,695 0.08 4,667,950 5.22 30/06/2015 Sale (1,500,000) (1.68) 3,167,950 3.54 31/07/2015 Sale (1,630) (0.00) 3,166,320 3.54

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18/09/2015 Purchase 1,000,000 1.12 4,166,320 4.66 At the end of the year 4166320 4.66 10 SHRIRAM CREDIT COMPANY LIMITED At the beginning of the year 4500000 5.03 Datewise Increase/(Decrease) in

shareholding

Date Reason for change 10/04/2015 Sale (15,000) (0.02) 4,485,000 5.02 08/05/2015 Sale (134,433) (0.15) 4,350,567 4.87 15/05/2015 Sale (6,115) (0.01) 4,344,452 4.86 25/09/2015 Purchase 838,875 0.94 5,183,327 5.80 08/01/2016 Sale (285,000) (0.32) 4,898,327 5.48 At the end of the year 4898327 5.48 11 INTERNATIONAL FINANCIAL SERVICES LIMITED At the beginning of the year 0 0.00 Datewise Increase/(Decrease) in

shareholding

Date Reason for change 07/08/2015 Purchase 6643421 7.43 6643421 7.43 At the end of the year 6643421 7.43 12 AJMERA ASSOCIATES LIMITED At the beginning of the year 0 0.00 Datewise Increase/(Decrease) in

shareholding

Date Reason for change 30/06/2015 Purchase 5000000 5.59 5000000 5.59 At the end of the year 5000000 5.59

(vi) 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

% of total shares of the

company

No. of shares

% of total shares of the

company 1 Jayesh Shah At the beginning of the

year 202074 0.23 202074 0.23

Increase/(Decrease) during the year

(1000) 0.01 (1000) 0.01

At the end of the year 201074 0.22 201074 0.22

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2 Dhiren Negandhi At the beginning of the

year 0 0.00 0 0.00

Increase / (Decrease) during the year

0 0.00 0 0.00

At the end of the year 0 0.00 0 0.00 3 Kajal Soni At the beginning of the

year 0 0.00 0 0.00


0 0.00 0 0.00

At the end of the year 0 0.00 0 0.00 4 Pradeep Parmar At the beginning of the

year 0 0.00 0 0.00


0 0.00 0 0.00

At the end of the year 0 0.00 0 0.00 5 Rajnish Kumar At the beginning of the

year 0 0.00 0 0.00


0 0.00 0 0.00

At the end of the year 0 0.00 0 0.00 6 Chandrakant Shinde At the beginning of the

year 0 0.00 0 0.00


0 0.00 0 0.00

At the end of the year 0 0.00 0 0.00 7 Manish Rach At the beginning of the

year 0 0.00 0 0.00


0 0.00 0 0.00

At the end of the year 0 0.00 0 0.00

[35]

5. INDEBTEDNESS

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

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount - - - - ii) Interest due but not paid

- - - -

iii) Interest accrued but not due

- - - -

Total (i+ii+iii) - - - - Change in Indebtedness during the 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

(Under the Companies Act)



[36]

ANNEXURE 4

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

[Pursuant to Section 186 of the Companies Act, 2013]

Particulars Amount outstanding as at March 31, 2016 (in Rs.)

Loans Given Nil Guarantee Given Nil

Investments Made Nil

Loans, Guarantees and Investments made:

Name of the Entity

Relation Amount (in Rs.)

Particulars of Loan, Guarantee and Investment

Purpose for which the loans, guarantee and investments are proposed to be utilized

Nil Nil Nil Nil Nil



[37]

ANNEXURE 5

PARTICULARS OF EMPLOYEES

a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, no remuneration was paid to any Director or Key Managerial Personnel. Thus disclosure pursuant to Rule 5(1) (i), (ii), (viii), (ix), (x) and (xi) is not applicable, other disclosure pursuant to said rule is as under:

1. The Median Remuneration of Employees (MRE) was 120000 in FY 2014-15 and 74420 in FY 2015-16. Thus, there decrease in MRE in FY 2015-16, as compared to FY 2014-15

2. The number of permanent employees on the rolls of the Company as of March 31, 2016 is 08.

b) Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There were no Employees who;

• are in receipt of remuneration for the financial year 2015-16, in aggregate, not less than one crore two lakh rupees per annum;

• are in receipt of remuneration for any part of the financial year 2015-16, which in aggregate, was not less than eight lakh fifty thousand rupees per month;

• are in receipt of remuneration in the financial year 2015-16, 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.



[38]

ANNEXURE 6

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. (i) who is or was not a promoter of the Company or its holding, subsidiary or associate Company; (ii) who is not related to promoters or Directors in the Company, its holding, subsidiary or associate Company;

c. 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;

d. none of whose relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their

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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;

e. 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;

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 profit organisation 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; 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

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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:

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.

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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

a) 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.

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

c) Minimum two (2) members shall constitute a quorum for the Committee meeting.

d) Membership of the Committee shall be disclosed in the Annual Report.

e) Term of the Committee shall be continued unless terminated by the Board of Directors.

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.

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.

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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.

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.

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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.

f) 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

• 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.

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g) 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.

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,

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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 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

I. Director/ Managing Director :

a) 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).

b) 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.

II. 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.

III. 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.

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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 atleast one Board member who has accounting or related financial management expertise and atleast three members who are financially literate.

**********************************************************************************

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CORPORATE GOVERNANCE REPORT [Pursuant to Regulation 34(3) read with Part C of Schedule V of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015]

1. PHILOSOPHY:

The Company believes that good Corporate Governance is an important component in enhancing stakeholders' value and it emerges from the application of the best and sound management practices and compliance with the laws coupled with adherence to the highest standards of transparency and business ethics. Good corporate governance underpins the success and integrity of the organizations, institutions and markets. It is one of the essential pillars for building an efficient and sustainable environment.

The Company further believes that such practices are founded upon the core values of transparency, empowerment, accountability, independent monitoring and environmental consciousness. The Company makes its best endeavors to uphold and nurture these core values in all aspects of its operations. As a Company, we believe in implementing Corporate Governance practices that go beyond meeting the letter of law. The Company has adopted best practices mandated in SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

2. BOARD OF DIRECTORS:

The Company’s Board has an optimum combination of Executive, Non-executive and Independent Directors with one women Director, as per the requirements of Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). The composition of the Board and the Independent Directors of the Company meet all the criteria mandated by SEBI Listing Regulations and the Companies Act, 2013.

The Board of Directors (the "Board”) of the Company is broad-based and consists of eminent individuals from industry, management, technical, financial, and legal field. The Company is managed by the Board of Directors in co-ordination with the Senior Management team. The composition and strength of the Board is reviewed from time to time for ensuring that it remains aligned with statutory as well as business requirements. a) Board Meetings:

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company.

During the year under review Board met five times viz. on 28.05.2015, 12.08.2015, 05.09.2015, 06.11.2015, and 13.02.2016. The Interval between two meetings was

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well within the maximum period mentioned under Section 173 of the Companies Act, 2013

b) The Composition of the Board, Other Directorships, Committee Memberships and Attendance at the Meetings: The names and categories of the Directors on the Board, number of Board meetings held during the year under review and their attendance at Board Meetings and at the last Annual General Meeting (AGM), as also the number of Directorships and Committee positions held by them in other companies as on 31.03.2016 is given hereunder:

Name of the Director

Category Attendance Particulars

No. of Directorship & Committee member / chairmanship

No. of Shares Held

BM Last AGM

Other Directors

hips#

Committee

Memberships

/Chairmanship

Dhiren Negandhi

Chairman & M.D

5 Yes - - -

Jayesh Shah CFO & Executive

5 Yes - - 201074

Kajal Soni Executive 5 Yes - - - Manish Rach*

Additional Non-Executive

- NA - - -

Rajnish Kumar

Non Executive & Independent

5 Yes 1 - -

Pradeep Parmar


5 Yes - -

-

Gopal Vyas* Non Executive & Independent

2 N.A - -

-

Nitin Shanichara*


2 N.A - -

-

Chandrakant Shinde


5 Yes - - -

Note:

# excludes directorship in private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013.

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* Mr. Gopal Vyas and Mr. Nitin Shanichara were appointed on the Board by the members in the Annual General Meeting held on 30.09.2015 and Mr. Manish Rach was appointed in the Board as an Additional director in the Board Meeting held on 15.07.2016.

c) Board Procedure: • Meeting location: The location of the Board meetings are informed well in

advance to all the Directors. Each director is expected to attend the Board meetings.

• Matters Considered at Meeting: All departments of the Company are

advised to schedule their work plans in advance, particularly with regard to matters requiring discussions/ approval/ decision of the Board/ Committee meetings. All such matters are communicated to the Compliance Officer in advance so that the same could be included in the Agenda for the Board/Committee meetings.

• Board Agenda: The Board Meetings of the Company are governed by a

structured agenda. A detailed agenda folder is sent to each director at least a week in advance of Board and Committee meetings. The Board members, in consultation with the Chairman, may bring up any matter for the consideration of the Board. All major agenda items are backed by comprehensive background notes and other material information to enable the Board to take informed decision. Every board member is free to suggest items for inclusion in the agenda.

• Access to employees: The Directors are provided free access to officers and

employees of the Company. Management is encouraged to invite the Company personnel to any Board meeting at which their presence and expertise would help the Board to have a full understanding of the matters being considered.

• Information supplied to the Board: The Board has complete access to all

information of the Company. The following information is provided to the Board as a part of the agenda papers:-

Annual operating plans and budgets and any updates. Capital budgets and any updates. Annual and Quarterly results for the Company Minutes of meetings of audit committee and other committees of the board

of directors. The information on recruitment and remuneration of senior officers just

below the level of board of directors, including appointment or removal of Chief Financial Officer and the Company Secretary.

Show cause, demand, prosecution notices and penalty notices, which are materially important, if any.

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Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems, if any.

Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company, if any.

Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that may have negative implications on the Company.

Details of joint venture or collaboration agreement. Non compliance of any regulatory, statutory or listing requirements and

shareholders service such as nonpayment of dividend, delay in share transfer, if any etc.

• Post Meeting Follow – Up Systems: The guidelines for Board and

Committee(s) meetings facilitate an effective post meeting follow up review and reporting process for the decisions taken by the Board and Committee(s) thereof. The important decisions taken at the Board/ Committee(s) meetings are promptly communicated to the concerned departments. Action taken report on the decisions of the previous meeting(s) is placed at the immediately succeeding meeting of the Board/ Committee(s) for information and review by the Board/ Committee(s).

d) Disclosure of relationship between directors:

None of the Directors of the Company are related inter-se, in terms of Section 2(77) read with Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014 of the Companies Act, 2013.

e) Familiarisation Programmes for Independent Directors: The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

The Directors are provided with necessary documents, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Further, periodic presentations are made at the Board and its Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Quarterly updates on relevant statutory changes are provided to the Directors in the Board Meetings.

During the financial year the Company has also familiarized the Directors on the implications of IND-AS on its financials.

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f) Declaration by Independent Directors: Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6) and relevant Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g) Separate Meeting of Independent Directors: A separate meeting of the Independent Directors was held on June 08, 2016 without the presence of Executive Directors or Management representatives, inter alia, to discuss the performance of Non-Independent Directors and the Board as a whole and the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All Independent Directors of the Company attended the meeting.

3. COMMITTEES OF THE BOARD

The Board has constituted various committees as mentioned hereunder for specific and focused approach towards governance of some of the important functional areas of the business, for providing proper direction, effective monitoring and controlling affair of the Company:

A. AUDIT COMMITTEE:

As per the Obligations of the Company and having regard to the fundamentals of Corporate Governance, the company has constituted Audit Committee and reconstituted the same from time to time in accordance with Section 177 of the Act and Regulation 18 of the Listing Regulations.

i. Composition of the Audit Committee of the Board:

The members of the Audit Committee of the Board, as on 31.03.2016 were as under:

Name of the Members Designation Gopal Vyas* Chairman (w.e.f. 28.05.2016)

Nitin Shanichara** Member (w.e.f. 28.05.2016) Jayesh Shah Member

Rajnish Kumar Chairman (upto 28.05.2016) Pradeep Parmar Member (upto 28.05.2016)

*Mr Gopal Vyas has replaced Mr Rajnish in Audit Committee

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** Mr. Nitin Shanichara has replaced Mr. Pradeep Parmar in Audit Committee.

ii. Function of the Audit Committee of the Board:

In addition to all the matters provided in Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the Audit Committee reviews reports of internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

The function of Audit Committee inter alia includes assessing and reviewing the financial reporting system of the Company so as to ensure that the financial statements are correct, sufficient and credible. It reviews with the management the annual financial statements before their submission to the Board.

The Audit Committee provides direction and oversees the operations of total audit function of the Company including the organization, operation; performance, independence, effectiveness and quality control of internal audit and follow up on the statutory audit of the Company.

The Committee also reviews the adequacy of internal control system, structure of internal audit department, its staffing pattern and discussion with the internal auditors/Inspectors on any significant finding and follow-up action thereon.

Audit committee evaluates internal financial controls and risk management system. It also reviews Whistle Blower mechanism of the Company etc.

iii. Details of the Meetings:

During the year under review, four meetings of Audit Committee of the Board were held as detailed below:

Sr. No.

Date of Meeting Number of Members on the Audit

Committee of Board

No. of Members Attended the

Meeting 1 18.05.2015 03 03 2 01.08.2015 03 03 3 27.10.2015 03 03 4 13.02.2016 03 03

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B. NOMINATION & REMUNERATION COMMITTEE:

The constitution and the terms of reference of the Nomination and Remuneration Committee (“NRC”) are in compliance with Section 178(1) of the Companies Act, 2013 and Regulation 19 of Listing Regulations. The composition of committee the Nomination and Remuneration Committee Meetings during the year under review is as follows:

i. Composition of the Nomination and Remuneration Committee of the Board:

Name of the Member Designation Gopal Vyas* Chairman (w.e.f. 28.05.2016)

Nitin Shanichara** Member (w.e.f. 28.05.2016) Chandrakant Shinde Member

Rajnish Kumar Chairman (upto 28.05.2016) Pradeep Parmar Member (upto 28.05.2016)

*Mr Gopal Vyas has replaced Mr Rajnish in Nomination and Remuneration Committee with effect from 28.05.2016.

** Mr. Nitin Shanichara has replaced Mr. Pradeep Parmar in Nomination and Remuneration Committee with effect from 28.05.2016.

ii. Details of the Meetings:

Sr. No.

Date of Meeting

Number of Directors on the Nomination &

Remuneration Committee

No. of Directors Attended the

Meeting 1 25.08.2015 03 03

iii. Terms of Reference:

The Nomination and Remuneration Committee has the powers and roles in accordance with requirements of the Part D of the Schedule II of SEBI (LODR) Regulation, 2015 and Section 178 of the Companies Act, 2013.

iv. Performance evaluation criteria for Directors

Pursuant to the provisions of Companies Act, 2013 and Listing Regulations or erstwhile Listing Agreement, the Board has carried out the annual performance evaluation for the financial year under review of performances of the Directors individually as well as the evaluation of the working of its Board and their Committees.

Performance Evaluation of each Director was carried out based on the criteria as laid down by the Nomination and Remuneration Committee.

The criteria of the board followed for evaluation of performance of Directors includes aspects such as attendance at the meetings,

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participation and independence during the meeting, interaction with management, role and accountability, knowledge and proficiency. The performance evaluation of the Managing Director and Whole-Time Directors was based on business achievements of the Company.

v. REMUNERATION OF DIRECTORS

a) All pecuniary relationship or transactions of the non-executive director’s:

The Company has no pecuniary relationship or transaction with its Non-Executive Director & Independent Directors other than payment of sitting fees to them for attending Board and Committee meetings and commission as approved by members for their invaluable service to the Company.

b) Details of Remuneration paid to Directors:

During the year under review, no remuneration was paid to Directors. However, as per the remuneration policy the Executive Director’s remuneration consists of Salary and Performance Linked Bonus, which is calculated, based on pre-determined parameters of performance. The Non-Executive Directors are paid sitting fees and commission as determined by the Board from time to time.

c) Service Contract, Severance Fee and Notice Period

The Company has entered into a service contract with Managing Director of the Company, Mr. Dhiren Negandhi. As per the agreement entered, Mr. Dhiren Negandhi is required to give notice of 3 months for pre-termination of contract.

d) Stock Option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.

We have not offered any stock option to the employees during the year under review.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review the Stakeholders Relationship Committee which also acts as Share Transfer Committee met four times.

i. Composition:

Name of the Member Designation Gopal Vyas* Chairman (w.e.f. 28.05.2016)

Nitin Shanichara** Member (w.e.f. 28.05.2016)

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Chandrakant Shinde Member Rajnish Kumar Chairman (up to 28.05.2016) Pradeep Parmar Member (up to 28.05.2016)

Note:

*Mr Gopal Vyas has replaced Mr Rajnish in the Stakeholders Relationship Committee with effect from 28.05.2016 and was appointed as a Chairman of the Committee.

** Mr. Nitin Shanichara has replaced Mr. Pradeep Parmar in the Stakeholders Relationship Committee with effect from 28.05.2016.

ii. Function of Stakeholders Relationship Committee of the Board:

The committee oversees and reviews all matters connected with transfer of securities and also approves issue of duplicate share certificates, split of share certificates etc. Also the committee looks into redressal of Shareholders/ Investor’s Complaints/ Grievances pertaining to transfer or credit of shares/transmission/ dematerialization/ rematerialization /splits/ issue of duplicate Share Certificate, non receipt of annual reports, dividend payments and other miscellaneous complaints. The Committee recommends measures for overall improvement in the quality of investor services.

iii. Details of Shareholders/Investors Complaints:

The details of shareholders’ complaints received and disposed of during the year under review are as under:

Particulars of Investor Complaints No. of Investor Complaints

Pending at the beginning of the financial year

Nil

Disposed off during the financial year Nil Pending at the beginning of the financial year

Nil

Disposed off during the financial year Nil

Normally all complaints/ queries are disposed off expeditiously. The Company has no complaint pending at the close of the financial year.

iv. Compliance Officer:

Mr. Dhiren Negandhi has been designated as Compliance Officer for complying with various stipulations of SEBI, Stock Exchange and other statutory authorities.

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D. RISK MANAGEMENT COMMITTEE:

The Board of the Company has constituted a Risk Management Committee As per the erstwhile Listing Agreement on 13.02.2015 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.

i. Composition of the Risk Management Committee:

The members of the Risk Management Committee as on 31.03.2016 were as under:

Name of the Member Designation Chandrakant Shinde Chairman

Kajal Soni Member Jayesh Shah Member

ii. Function of Risk Management Committee of the Board:

The Risk Management Committee devises the policy and strategy for integrated risk management pertaining to various risk exposures of the business including Credit, Market and Operational Risk.

iii. Details of the Meetings:

The committee met once during the year under review as detailed below:

Sr. No.

Date of Meeting

No. of Directors on the Risk Management

Committee of Board

No. of Directors Attended the

Meeting 1 08.06.2015 03 03

4. GENERAL BODY MEETINGS:

a) Particulars of past three Annual General Meeting of the Company:

Financial Year

Venue Date & Time

Special Resolution

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

30.09.2015 09.30 A.M.

1. Adoption of New Article of Association as per Companies Act, 2013

2013-2014 Office No. 101, C Wing, Ambika Darshan, C P Road, Kandivali (East),

29.09.2014 09.30 A.M.

1. Appointment of Mr. Pradeep Parmar as an Independent Director

2. Capitalization of Rs.

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Mumbai - 400 101. 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

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

2012-2013 Office No. 101, C Wing, Ambika Darshan, C P Road, Kandivali (East), Mumbai - 400 101.

30.09.2013 09.00 A.M.

1. Approval for issue on preferential basis up to 4,00,00,000 convertible equity warrants to the Non promoters for an amount aggregating to Rs. 84 crores with each warrants convertible in to one Equity Share of Rs. 10/- each at a price of Rs. 21/- per shares, as per the provisions of SEBI (ICDR) Regulations, 2009.

b) Postal Ballot: During the year under review, no any resolution was passed through Postal Ballot.

However, The Company has proposed to pass a resolution through Postal Ballot for seeking approval for Insertion of New Clause in the Object Clause of Memorandum of Association. Scruitinizer Appointed: M/s. Mayank Arora & Co. a Practicing Company Secretaries Firm to scrutinize the Ballot papers received from the Members and for conducting the Postal Ballot process (including e-Voting) in a fair and transparent manner. Procedure for Postal Ballot: In compliance with the Regulation 44 of the Listing Obligation and Disclosure Requirements 2015, Sections 108, 110 and other applicable provisions of the Companies Act, 2013, read with Rule 22 of Companies (Management and Administration) Rules, 2014. The company provides e-voting facility to all its members, to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot form by post. The members have an option to cast their votes either by ballot or through e-voting.

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The postal ballot notice is dispatched to all the members and even the company publishes a notice in the newspaper declaring the details of completion of dispatch and other requirements as mandated under the Act and applicable rules.

The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the relevant date. Voting rights shall be reckoned on the paid-up value of the shares registered in the name(s) of the Shareholder(s) on the cut-off date. Duly completed Postal Ballot Form should reach the Scrutinizer not later than the close of working hours of the last day of voting. The scrutinizer submits his report to the Chairman, after the completion of the scrutiny and the consolidated results of the voting are then announced by the Chairman. The results of the same for dissemination to the shareholders are displayed on the notice board of the Company and also hosted on the Company’s website i.e. www.arnavcorp.com and the same is also communicated to the Stock Exchange where the shares are listed.

5. MEANS OF COMMUNICATION:

The Company appreciates the benefit accruing to the society with the advert and advancement of technology and means of communications and further recognizes the need of keeping its stakeholders informed of the events of their interest. The quarterly/half yearly/annual financial results of the Company are submitted to the Bombay Stock Exchange, where equity shares of the company are listed.

The financial results are to be published in one national newspaper and one regional language newspaper as per the statutory requirement. During the financial year 2015-16, the financial results were published in Financial Express (English) and Apla Mahanagar (Marathi).

6. GENERAL SHAREHOLDERS INFORMATION:

a) Annual General Meeting

Day and Date Thursday, 29.09.2016 Time 9.30 a.m. Venue Office No. 101, C Wing, Ambika Darshan, C P Road,

Kandivali (E), Mumbai-4000101.

b) Financial Year and Calendar for Publication of Financial Results (Tentative):

Financial Year: The financial year of the Company is April 01 to March 31.

Tentative calendar for financial year ending 31.03.2017:

The tentative dates of meeting of Board of Directors for consideration of quarterly financial results for the financial year ending 31.03.2017 are as follow:


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First Quarter Results 13th August 2016 Second Quarter and Half Yearly Result

On or before 14th November 2016

Third Quarter Results On or before 14th February 2017 Fourth Quarter and Annual Results

On or before 30th May 2017

c) Book Closure:

The Register of Member and Share Transfer books of the Company shall remain closed from 23.09.2016 to 29.09.2016 (Both days inclusive) for the purpose of Annual General Meeting.

d) Dividend Payment Date: The Board of Directors has not recommended any dividend this year.

e) Listing on Stock Exchange:

BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai-400001.

The Annual Listing Fees to the BSE has been paid for the financial year 2016-2017.

f) Stock Code: 531467; Security ID: ARNAVCORP; ISIN: INE647D01014

g) Stock 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 2015-16 is as follows:

Month High Low April 2015 10.99 9.2 May 2015 11.85 3.00 June 2015 2.85 1.59 July 2015 1.72 1.35

August 2015 2.05 1.38 September 2015 1.69 1.19

October 2015 2.21 1.56 November 2015 1.74 1.48 December 2015 1.75 1.32 January 2016 2.08 1.36 February 2016 1.79 1.31

March 2016 1.7 1.25

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h) Performance in comparison to broad-based indices such as BSE Sensex,

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

As on 1.04.2015 9.36 27,011.31 As on 31.03.2016 1.59 25,341.86

Change 0.83 0.06

i) Registrar to an Issue and Share Transfer Agents

Universal Capital Securities Private Limited 21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (E), Mumbai-400093. Web: http://www.unisec.in/ Email: [email protected] Tel: 28207203-05

j) 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.

k) Distribution of Shareholding as on 31.03.2016:

26.822

25.12724.364

3.051

3.2633.517 5.678 8.178

% to total number of Shareholders

Upto 500

501 - 1000

1001- 2000

2001-3000

3001-4000

4001-5000

5001-10,000

10001 and above

Total

http://www.unisec.in/�

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Category No. of Shareholders

% to total number of

Shareholders

No. of Shares held in that slab

% to total number of

shares Upto 500 633 26.822 131916 0.148 501 - 1000 593 25.127 560531 0.627 1001- 2000 575 24.364 1048237 1.172 2001-3000 72 3.051 194797 0.218 3001-4000 77 3.263 291667 0.326 4001-5000 83 3.517 403133 0.451

5001-10,000

134 5.678 1048410 1.172

10001 and above

193 8.178 85742267 95.886

Total 2360 100.000 89420958 100.000

l) Dematerialization of Shares and Liquidity:

97.01% of the equity shares of the Company are in electronic form. Transfers of these shares are done through the depositories with no involvement of the Company. In case of shares held in physical form, the transferred share certificates duly endorsed are dispatched within 15 days from the date of receipt of documents, provided documents are valid and complete in all respects.

In compliance of the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the share transfer system of the Company is audited every six months by a Practicing Company Secretary and a certificate to that effect is issued by him/her.

m) Distribution of Shareholding by ownership as on 31.03.2016:

Category of Shareholder No. of Shares

% of Shareholding

(A)Shareholding of Promoter Group (1) Indian

Individual/Hindu Undivided Family 201074 0.22 Directors - -

(2)Foreign Sub Total (A) 201074 0.22

(B) Public Shareholding (1) Institutions

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

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

3994696 4.47

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

11660739 13.04

NBFC Registered with RBI 6643421 7.43

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Others 66921028 74.84 Sub Total (B) 89219884 99.78 Total (A)+(B) 89420958 100

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

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

Sub Total(C) - - Total (A)+(B)+(C) 89420958 100

n) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity

The Company has not issued any GDRs/ADRs warrants or any convertible instruments.

o) Address for correspondence:

i. Compliance Officer:

Mr. Dhiren Negandhi Office No. 101, C Wing, Ambika Darshan C P Road, Kandivali -East Mumbai- 400101

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

Universal Capital Securities Pvt. Ltd. 21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (E), Mumba-400093

p) Whistle Blower Policy:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management 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 such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.

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7. OTHER DISCLOSURES:

a) Disclosures on materially significant related party transactions having potential conflict:

During the year 2015-16, the Company has not entered into any materially significant related party transaction, which could have a potential conflict of interest between the Company and its Promoters or Directors or Management or their relatives, other than the transactions carried out in the normal course of business.

b) Disclosure of Pending Cases/Instances of Non-Compliance on matters related to Capital Market:

There were no non-compliances by the Company and no instances of penalties and strictures imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to the capital market during the last three years.

c) Non-compliance of CGR

The company has complied with all statutory provisions, rules and regulations relating to the board, audit committee, nomination and remuneration committee, stakeholders grievance committee, and general body meetings

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

mandatory requirement

The company has complied with all the mandatory requirements as stipulated under regulation 27 of SEBI (Listing Obligations and Disclosure Requirements, 2015). Further the status of compliance with non-mandatory requirements of SEBI Listing Regulations are as detailed hereunder:

The Board: As the Chairman of the Company is an Executive Chairman, hence the provision on entitlement of chairperson’s office at the expense of the Company in case of a non-executive chairperson is not applicable.

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 Company’s website. Separate posts of Chairperson and CEO: The Company currently does

not have separate posts for Chairman & CEO. Presently Mr. Dhiren Negandhi is the Chairman & Managing Director of the Company.

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Reporting of Internal Auditor: The Company has appointed M/s. Tejas

Nadkarni & Associates as the Internal Auditors for conducting the internal audit for the financial year 2015-2016. The Internal Auditor of the Company periodically reports to the Audit Committee on functional matters.

e) Website:

The Company’s website www.arnavcorp.com 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 management personnel 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.

8. CODE OF CONDUCT DECLARATION:

The Company has adopted the code of conduct and ethics for directors and senior management. The code has been circulated to all the members of the Board and senior management and the same has been put on the company’s website. As provided under clause D of schedule V pursuant to regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the members of Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management and a declaration signed by the Managing Director of the Company is given below:

“It is hereby declared that the Company has obtained from all members of the Board and senior management personnel affirmation that they have complied with the code of conduct for directors and senior management of the Company for the financial year 2015-16”.

Sd/- Dhiren Negandhi

Managing Director DIN 03385812


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9. CEO/CFO CERTIFICATION:

Mr. Dhiren Negandhi, Managing Director and Mr. Jayesh Shah, CFO of the Company have certified to the Board with regard to the compliance in terms of Regulation 17(8) of Listing Regulations. The said certificate forms a part of this annual report.

On behalf of the Board of Directors of Sd/-

Place: Mumbai Dhiren Negandhi Date: August 31, 2016 Chairman & Managing Director

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AUDITORS CERTIFICATE

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 March 31, 2016, as stipulated in chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said company with the Stock Exchange(s).

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuring the compliance conditions of the Corporate Governance. It is neither an audit nor an expression of opinion of the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of corporate governance as stipulated in the provisions as specified in chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said company with the stock exchange(s).

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

For M/s. Agarwal Desai & Shah Firm Registration No: 124850W

Chartered Acountants Sd/-

CA Mrugen Shah Place: Mumbai Partner Date: August 31, 2016 M. No.-114770

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CERTIFICATE OF MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

To The Board of Directors M/s. Arnav Corporation Limited

Dear Members of the Board,

We, Mr. Dhiren Negandhi, Managing Director and Jayesh Shah, Chief Financial Officer of Arnav Corporation Limited, to the best of our knowledge and belief, certify that:

1. We have reviewed the financial statements and the cash flow statement for the year ended March 31, 2016 and certify that:

These statements to the best of our knowledge and belief:

a) Do not contain any material untrue statements or omit any material facts or contain statements that might be misleading:

b) Present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. 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.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of the internal control systems of the Company for such reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal controls, of which we are aware of and the steps taken and/or proposed to be taken to rectify these deficiencies.

4. We have also indicated to the Auditors and the Audit Committee-

a) Significant changes in Internal Control with respect to financial reporting during the year.

b) Significant changes in accounting policies during the year and these have been disclosed in the notes to the financial statements; and

To the best of our knowledge and belief, there are no instances of significant fraud involving either the management or employees having a significant role in the Company’s internal control systems with respect to financial reporting.

Dhiren Negandhi Jayesh Shah

Sd/- Sd/- Place: Mumbai. Chairman & MD Chief Financial Officer Date: May 16, 2016 DIN: 03385812 DIN: 03043286

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Management Discussion Analysis & Report

1. ECONOMY:

The global scenario continues to be trapped in low growth trajectory, despite steep drop in crude oil and commodity prices. The IMF projects global growth to inch up from 3.1% in 2015 to 3.2% in 2016, and increasing to 3.5% in 2017. The path ahead for the global economy remains challenging, with greater uncertainties thrown in.

Against the backdrop of a muted global economy, India’s economy is an outperformer. For FY 2016-17, GDP growth is projected at 7.5%. This would make it the fastest growing among the large economies.

Inflation and fiscal deficit are both within the government’s comfort level. The rise in consumer price index averaged 4.9% in FY 2015-16, down from 5.9% in the previous year. The trade deficit is FY 2015-16 was USD 26.1 bn, a decline of 14% over the previous year. The government is also committed to meeting the current year’s fiscal target of 3.5% of GDP. Overall, the economic fundamentals are sound.

2. BUSINESS AND OPPORTUNITIES:

Your company registered gross revenue of Rs. 10.18 Crore as compared to Rs. 10.45 Crore in the previous year and an after tax profit of Rs. 1.03 lakhs as compared to Rs. 1.33 lakhs in the previous years. The Company has seen revenue growth however, the steep rise in operational costs have eroded the margins. While the company managed to stay in profit, substantial effort is required to maintain a healthy margin. The management shall focus to improve efficient and are also exploring other business opportunities to improve overall business performance.

Opportunities:

Your company is generally trades in various goods and has been adaptable to changing demand scenario in the market. The Company shall build its business in line with the mission of:

• Investing in promising Sectors

• Building Leadership in businesses

• A platform to drive synergy of resources

• Delivering best value to all the stakeholders

• To be a responsible corporate citizen.

We have taken significant steps towards investing in one of the promising and high growth media and entertainment sector. Your company is in discussion with Optimmus Media Network for acquiring Spin TV. Spin TV is real estate oriented channel which has been helping real estate developers in sales and marketing. The

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channel focuses on making the consumers aware of all the news and updates on the latest real estate projects.

The growing need for real estate along with the increasing access to entertainment brightens the prospects of building a strong business through SPIN TV.

3. THREATS & RISKS:

Readers are cautioned that the risk related information outlined here is not exhaustive and is for information purpose only.

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 UK being in the European zone can have further consequences. Such volatility in macroeconomic environment can affect the business sentiments

Input cost trend; Going ahead, FY 16-17 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.

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4. 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.

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.

5. 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 every quarter for its review and concerns, if any, are reported to the Board.

6. HUMAN RESOURCES:

During the year under review, the total number of permanent people on the rolls of the Company is 3. 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 organisational capabilities for future readiness,

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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.

7. CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis Report in regard to projections, estimates and expectations have been made in good faith. Many unforeseen factors may come into play and affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook. Important developments that could affect the Company’s operations include a downtrend in industry, significant changes in the political and economic environment in India and abroad, tax laws, import duties, litigation and labour relations. Market data and product information contained in this Report, have been based on information gathered from various published and unpublished reports, and their accuracy, reliability, and completeness cannot be assured. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events.

**********************************************************************************

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INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ARNAV CORPORATION LIMITED

To the member of Arnav Corporation Limited

Report on the Standalone Financial Statement

We have audited the accompanying financial statements of M/s. ARNAV CORPORATION LIMITED, which comprise the Balance Sheet as at March 31, 2016 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

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 and presentation 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 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

Our responsibility is to express an opinion on these financial statements based on our audit.

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 thereunder.

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

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

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preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 :

a) in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2016;

b) in the case of the Statement of Profit & Loss account, of the Profit for the year ended on that date.

c) in the case of the Cash Flow Statement , of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. 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 and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

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

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e) on the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act; and

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

g) The Company has disclosed the impact of pending litigations on its financial position in its financial statements, in Point No. 7 and Point No. 11 of the Note No. 15 to the Balance Sheet.

h) The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise

i) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise

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

Sd/- Mrugen H. Shah

Place: Mumbai Partner Date: May 28, 2016 Membership No.: 114770

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BALANCE SHEET AS AT 31ST

(Amount in Rs.)

MARCH, 2016

Particulars

Note No.

As on 31.03.2016

As on 31.03.2015

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 1,471,345 895,680,925 1,367,993 895,577,573 (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 234,564,752 134,739,411 (c) Other current liabilities 3 2,963,734 2,186,762 (d) Short-term provisions 4 829,394 238,357,880 805,064 137,731,237 Total Equity & Liabilities 1,134,038,805 1,033,308,810 II. ASSETS (1) Non-current assets (a) Fixed assets (i) Tangible assets 5 - 125,330 (b) Non-current investments (c) Deferred Tax Assets 2,039,857 2,039,857 (d)Long term loans and advances (e) Other non-current assets 6 25,600,191 27,640,048 25,600,191 27,765,378 (2) Current assets (a) Current investments (b) Inventories (c) Trade Receivables 7 264,841,102 163,552,171 (d) Cash and cash equivalents 8 264,643 938,121 (e) ShortTerm Loans and Advances 9 841,293,012 841,053,140 1,106,398,757 1,005,543,432 (f) Other current assets Total Assets 1,134,038,805 1,033,308,810 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 Dhiren Negandhi Jayesh Shah Partner Chairman & Managing Director CFO & Director Membership No.: 114770 DIN: 03385812 DIN: 03043286 Date: May 28, 2016 Place: Mumbai

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STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST

(Amount in Rs.)

MARCH, 2016

Particulars

Note No As on 31.03.2016

As on 31.03.2015

Revenue from Operations I. Revenue from Sales 10 101,774,531 104,500,100 II. Other Revenue Income Total Revenue from Operations 101,774,531 104,500,100 III. Expenses: Cost of materials Purchase of Stock-in-Trade 11 99,825,341 102,922,104 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

Employee benefit expense 12 456,750 510,000 Financial costs 13 7,947 Depreciation and amortization expense 125,330 31,331 Other expenses 14 1,231,481 759,772 Total Expenses 101,646,849 104,223,207 IV. Profit before exceptional and extraordinary items and tax

127,682 276,893

Exceptional Item V. Profit before tax 127,682 276,893 VI. Tax expense: Current Tax 24,330 58,584 Deferred tax 85,561 VII. Profit/(Loss) for the period 103,352 132,748 VIII. Earning per equity share: (1) Basic 0.001 (2) Diluted 0.001

This is the Statement of Profit & Loss 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 Dhiren Negandhi Jayesh Shah Partner Chairman & Managing Director CFO & Director Membership No.: 114770 DIN: 03385812 DIN: 03043286 Date: May 28, 2016 Place: Mumbai

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CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016

Particulars

31st March 2016 (Rs)

31st March 2015 (Rs)

CASH FLOW FROM OPERATING ACTIVITIES Net Profit before tax and Extraordinary Items 127,682 276,893 Adjustments for : Deferred revenue expenses - Depreciation 125,330 31,331 Less : Amount included of other head - - Interest Received - - Dividend from Company - - Balance w/off - - Shares Sale/Purchase Expenses - - Operating Profit before working capital changes A 253,012 308,224 Adjustments for : Change in Loans & Advances - - Current Liabilities - - Trade payables 99,825,341 102,922,104

Other current liabilities 776,972 (105,042) Sundry Debtors (101,288,931) (103,495,100) Short Term Loans & Advance (239,872) 261,843 Change in Working Capital B (926,490) (416,195) CASH FLOW FROM OPERATING ACTIVITIES C=(A+B) (673,478) (107,971) 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 D - - CASH FLOW FROM FINANCING ACTIVITIES - - Calls in Arrears Received - 732,360 NET CASH FROM FINANCING ACTIVITIES E - 732,360 Net Increase in Cash & Cash Equivalent (C+D+E) (673,478) 624,389 Opening Cash & Cash Equivalent 938,121 313,732 Closing Cash & Cash Equivalent 264,643 938,121 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 Dhiren Negandhi Jayesh Shah Partner Chairman & Managing Director CFO & Director Membership No.: 114770 DIN: 03385812 DIN: 03043286 Date: May 28, 2016 Place: Mumbai

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NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2016

1 SHARE CAPITAL CURRENT YEAR

AS at 31/03/2016 PREVIOUS YEAR

AS at 31/03/2015 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

2 RESERVES & SURPLUS CURRENT YEAR

AS at 31/03/2016 PREVIOUS YEAR

AS at 31/03/2015 A. Security Premium Account

Balance at Beginning of the Year 441,753,500 Less: Capitalisation for issue of Bonus

Shares 441,753,500

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

1,367,993

2,070,325

Add: Current year profit 103,352 132,748 Less: Utilized for issuing Bonus Shares - 835,080 Balance at the end of the year 1,471,345 1,367,993 3 Other Current Liabilities Current Year

As at 31/03/16 Previous Year As at 31/03/15

a) Statutory Liabilities 320,084 277,012 b) Sundry Creditors for Expenses 56,670 41,500 c) Advance received from Debtors 1,765,000 1,765,000 d) Others 821,980 103,250 2,963,734 2,186,762

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 2016 as Micro, Small or Medium Enterprises. Consequently the amount paid / payable to these parties during the year is NIL.

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4 SHORT TERM PROVISIONS Current Year


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

829,394 805,064 * The provision of all known liabilities is adequate and not in excess of the amount reasonably necessary.

6 Other Non- Current Assests Current Year


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 25,600,191 25,600,191 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 101774531 66,794,778 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

Name of Asset

Gross Block Depreciation Net Block As at

01.04.15 As at

31.03.16 As at

01.04.15 For the

Year Deletion

s As at

31.03.16 As at

31.03.16 As at

31.03.15 Franking Machine

26,140

26,140

22,119

4,021.00 4,021

Office Equipment

293,184

293,184

219,158

74,026.00 74,026

Fax Machine 51,677 51,677 40,642 11,035.00 11,035 Refrigerator 23,472 23,472 19,858 3,614 3,614 Air Conditioner 211,897 211,897 179,263 32,634 32,634 Current Year 606,370 606,370 481,040 - 125,330 - - 125,330 Previous Year 34,085,959 34,085,959 32,891,572 661,359 - 33,552,931 533,028 1,194,387

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2) Unsecured, Considered good 163066571 96,757,393 3) Doubtful 4) Less: Provision for Doubtful Total A+B 264,841,102 163,552,171 8 Cash and Cash Equivalents Current Year


A) Balances with Banks Dhanlaxmi Bank Ltd 34,970 34,970 ING Vysya Bank Ltd 36,980 55,358 Axis Bank Ltd 10,948 9,489 B) Cash in Hand 181,745 838,304 264,643 938,121 9 Short Term and advances Current Year


a) Advances given in Cash or Kind 840,045,250 839,816,512 b) Advances to Creditors 19,000 7,866 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 841,293,012 841,053,140 10 Revenue from Operation Current Year


Sale of Product 101,774,531 104,500,100 101,774,531 104,500,100 11 Cost of Materials Consumed Current Year


1) Opening Stock 2) Purchases 99,825,341 102,922,104 3) Less : Closing Stock - - 99,825,341 102,922,104 12 Employee Benefits Expenses Current Year


Wages and salary 456,750 510,000 456,750 510,000 13 Finance Cost Current Year


Bank Charges 7,947 14,753 7,947 14,753

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14 OTHER EXPENSES Current Year


Audit Fees 30,000 30,000 Power & Fuel 20,156 19,598 Rent 120,000 120,000 Rates & Taxes 72,300 500 Telephone & Mobile Expenses 11,450 11,130 Legal & Professional Charges 417,538 18,000 Professional Tax 2,500 2,500 Office Expenses 12,140 11,360 Advertisement Expenses 48,489 30,313 Listing Fees - BSE Ltd 417,582 312,645 Printing and Stationery 6,000 1,447 RTA Charges 53,762 87,873 Central Depository Services - 51,744 Internet Expenses 19,564 17,845 Fees Paid to NSDL - 30,064 1,231,481 745,019

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STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016

1. Accounting Convention

• 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.

• 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-noncurrent classification of assets and liabilities.

• 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

Fixed Assets 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).

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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.

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.

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.

8. Revenue recognition

• 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.

• Interest Income is recognized on time proportion basis.

9. 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.

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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.

10. Taxation

Provision for 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.

11. 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.

12. 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.

13. Cash Flow Statement

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

14. Miscellaneous Expenditure

Deferred Revenue Expenses have been written-off over a period of five years.

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15. 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 For & On Behalf of the Board of Directors Firm Reg. No. 124850W Chartered Accountants

Sd/- Sd/- Sd/- CA Mrugen H Shah Dhiren Negandhi Jayesh Shah Partner Chairman & MD CFO & Director Membership No.114770 Place Mumbai Date: May 28, 2016

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ARNAV CORPORATION LIMITED (CIN No.: L74900MH1987PLC044592)

Regd. Off:- 101, C Wing, AmbikaDarshan, CP Road, Kandivali (E), Mumbai- 400101. Corp. Off:- Unit 704, 7th Floor, Jay Antariksh, MarolMakwana Road, Near Marol Metro Station,

Andheri (East), Mumbai-400059. Email: [email protected]; Tel no.: 022-64501225.

ATTENDANCE SLIP

I certify that I am a registered shareholders/proxy for the registered shareholders of the Company. I/ We hereby record my/ our presence at the Annual General Meetingof the members of the Company being held on Thursday, 29th September, 2016 at 9.30 a.m. at the Registered office of the Company situated at Office No. 101, AmbikaDarshan, C wing, C P Road, Kandivali (E), Mumbai-400101.

DP ID Client ID Folio No. No. of Shares Held

Note:

1. Please complete the Folio No / DP ID-Client ID, name and sign this Attendance Slip and hand it over at the Attendance Verification Counter at the ENTRNACE OF THE MEETING HALL.

2. Physical copy of the Notice of AGM along with Attendance Slip and Proxy Form are being sent to all the Members whose address is registered with the Company.

Name of Member/Proxy in Block

Signature of Member/Proxy


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[89]

ARNAV CORPORATION LIMITED (CIN No.: L74900MH1987PLC044592)

Regd. Off:- 101, C Wing, Ambika Darshan, CP Road, Kandivali (E), Mumbai- 400101. Corp. Off:- Unit 704, 7th Floor, Jay Antariksh, MarolMakwana Road, Near Marol Metro Station,

Andheri (East), Mumbai-400059. Email: [email protected]; Tel no.: 022-64501225.

PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the Member(s): Registered Address: Email Id: Folio No. / Client Id: DP Id :

I/We, being the member(s) of _____________ shares of Arnav Corporation Limited, hereby appoint:

1. Name: ________________________________________________________________________ Registered Address: ___________________________________________________________ Email Id: _____________________________Signature: ___________________________or failing him/her;

2. Name: ________________________________________________________________________ Registered Address: ___________________________________________________________ Email Id: _____________________________Signature: ___________________________ or failing him/her;

3. Name: ________________________________________________________________________ Registered 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 members of the Company to be held on 29th September, 2016 at the Registered office of the Company situated at Office No. 101, Ambika Darshan, C Wing,C P Road, Kandivali (East), Mumbai-400101, and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr. No.

Resolutions *Optional (Please mention No. of Shares held)

Ordinary Business For Against

1 To receive consider and adopt the Balance Sheet as at March 31, 2016, Statement of Profit and Loss & Cash Flow Statement for the year ended on that date, the


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Report of Directors and Auditor’s thereon. 2 To appoint a Director in place of

KajalSoni (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, (Firm Registration No: 124850W) Chartered Accountants, as Statutory Auditor of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting to be held in the year 2017.

Special Business 4 To Regularize Appointment of Additional

Director, Mr. Manish Rach.

5 To charge from the member the fee in advance pursuant to any request made by the shareholder for delivery of documents.

Signed this __________ day of _________________, 2016. Signature of Shareholder(s) _____________________________________________ Signature of first proxy holder(s) ________________________________________

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

2. For the Resolutions, Explanatory Statements and Notes, please refer to the Notice of the Annual General Meeting.

3. *It is optional to put a ‘X’ in the appropriate column against the Resolutions indicated in the Box. If you leave for ‘For’ or ‘Against’ column blank against any or all Resolutions, your proxy will be entitled to vote in the manner as he/she deem appropriate.

4. Please complete all details including details of member(s) in the above box before submission.

Affix Revenue Stamp

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AGM INFORMATION

Date : September 29, 2016 Day : Thursday Time : 9.30.a.m. Address : Office No. 101, C Wing, Ambika Darshan,

C P Road, Kandivali-East, Mumbai-400101. Land Mark : BAPS Swaminarayan Temple.

ROUTE MAP:

*******************************************************************************

Book Post: IF UNDELIVERED PLEASE RETURN TO:

ARNAV CORPORATION LIMITED Office No. 101, C Wing, Ambika Darshan, C P Road, Kandivali (East), Mumbai-400101.

Telephone: 022-64501225