Ref: AL/SE/022021/05 Date: 26 February, 2021

National Stock Exchange of India Limited Corporate Relationship Department Exchange Plaza, 5t Floor, BSE Limited Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra- KurlaComplex, 2nd Floor, Dalal Street, Bandra (East), Mumbai - 400 001 Mumbai - 400051 Fax No. 2272 3121/ ²⁰³⁷ Fax No, 2659 8237 / 38

Sub: Notice of the NCLT Convened Meeting of the Secured Creditors of the Company in_ terms of Regulation 30 of SEBI (Listi Obligations and Disclosure Requirements) Regulation 015 for the rpose of approval of the Composite Scheme of Arrangement between Arshiyva Limited (Demerged an nd Arshiya Rail Infrastru e Limited (Resulting Com

Dear Sir/Madam,

Kindly find attached herewith the copy of the notice for meeting of the Secured creditors (including debenture holders) of Arshiya Limited ('the Company'), directed to be convened by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, to be held as per following schedule for the purpose of approval of the Composite Scheme of Arrangement between Arshiya Limited ('Demerged Company') and Arshiya Rail Infrastructure Limited ('Resulting Company') pursuant to the Hon'ble NCLT order dated 26% February, 2021. Mumbai 400018

	Class of Meeting		Date Time (IST)	Place of Meeting
Secured (including holders)		creditors Saturday, debenture } March, 2021	20% 11.00a.m. 302,	Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli,
				The said notices are also available on the Company's website www.arshiyalimited.com.
		Kindly take the above submission on your record.
Thanking you.
Yours faithfully, For ARSHIYA LIMITED Qu AW. ati hi	:
Company secretary & Compliance officer Mem. No. A29732

		Arshiya Limited

Qu AW. : ati hi

Arshiya Limited

ARSHIYA LIMITED

CIN: L93000MH1981PLC024747 Reg Off: 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400018 T: +91 22 42305500/02 F: +91 22 4230 5555 E-mail: [email protected] I www.arshiyalimited.com

NOTICE TO THE SECURED CREDITORS

MEETING OF THE SECURED CREDITORS (INCLUDING DEBENTURE HOLDERS) OF ARSHIYA LIMITED CONVEY PURSUANT TO THE ORDER DATED 26TH DAY OF FEBRUARY, 2021 PASSED BY THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING OF SECURED CREDITORS (INCLUDING DEBENTURE HOLDERS):

Day	Saturday
Date	20th Day of March, 2021
Time	11.00 AM (1100 Hours)
Venue	302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai- 400018, Maharashtra

INDEX:

Sr. No	Contents	Page No.
1.	Notice convening meeting of the Secured (including debenture holders) of Arshiya Limited ('the Company' or 'Demerged Company') pursuant to the Order dated 26th February, 2021 passed by the Hon'ble National Company Law Tribunal, Mumbai Bench ('the Tribunal')	01
2.	Explanatory Statement under Sections 230 (3), 232 (1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013	06
3.	ANNEXURE A	15
	Composite Scheme of Arrangement between Arshiya Limited And Arshiya Rail Infrastructure Limited and their respective shareholders and creditors ("Scheme") under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013, as filed before the Tribunal.
4.	ANNEXURE B-I	29
	Copy of No Observation letter dated 12th Day of July, 2019 from BSE Limited to Arshiya Limited.
5.	ANNEXURE B-II	32
	Copy of Observation letter dated 15th Day of July, 2019 from National Stock Exchange of India Limited (NSE) to Arshiya Limited.
6.	ANNEXURE-C	34
	Complaints Report dated 17th Day of November, 2018 and 14th Day of May, 2019 submitted by Arshiya Limited to BSE Limited and the National Stock Exchange of India Limited, respectively.
7.	ANNEXURE-D	38
	Copy of Compliance Report of Arshiya Limited.
8.	ANNEXURE-EI	40
	Copy of report adopted by the Board of Directors of the Demerged/ Transferor Company explaining effect of the Scheme on equity shareholders, key managerial personnel, promoters and non-promoter shareholders.

Sr. No	Contents	Page No.
9.	ANNEXURE-EII	42
	Copy of report adopted by the Board of Directors of the Resulting Company explaining effect of the Scheme on equity shareholders, key managerial personnel, promoters and non-promoter shareholders.
10.	ANNEXURE-F	44
	Copy of the Share Entitlement Ratio Report obtained from ZADN & Associates Chartered Accountants, dated May 24, 2018.
11.	ANNEXURE-G	55
	Statutory Auditor's certificate in respect of the accounting treatment proposed in the Scheme.
12.	ANNEXURE-H	57
	Copy of Fairness Opinion from Merchant Banker.
13.	ANNEXURE-I-I	62
	Audited Financial Statements of Accounts for the year ended 31st March, 2019 (Standalone &
	Consolidated) of Demerged Company.
14.	ANNEXURE-I-II	154
	Audited Financial Statements of Accounts for the year ended 31st March, 2019 of Resulting Company.
15.	ANNEXURE-J	193
	Order of the NCLT pursuant to which the meeting is to be convened.
16.	ANNEXURE-K	196
	The applicable information of Arshiya Rail Infrastructure Limited in the format specified for abridged prospectus as provided in Part D of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018
17.	ANNEXURE- L	203
	Dissected Financials (List of Assets and Liabilities of Demerged Company which will be transfer to the Resulting Company).
18.	ANNEXURE-M	205
	Pre – Scheme and proposed Post-Scheme shareholding pattern of Arshiya Rail Infrastructure Limited (the Resulting Company).
19.	Form of Proxy	213
20.	Attendance Slip	215
21.	Ballot Paper
22.	Route Map for the Venue of the Meeting	218

FORM NO. CAA. 2

[Pursuant to Section 230 (3) and rule 6 and 7)] BEFORETHENATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH C.A. (CAA)/2926/MB/2019

IN THE MATTER OF THE COMPANIES ACT, 2013;

AND IN THE MATTER OF SCHEMEOF ARRANGEMENT PURSUANT TO SECTION 230 TO 232 READ WITH SECTION 66 AND SECTION 52 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN ARSHIYA LIMITED AND ARSHIYA RAIL INFRASTRUCTURE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS.

Arshiya Limited, a Company incorporated under the provisions of Companies Act, 1956 and having its registered office at 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai- 400018 Maharashtra, India.

--First Applicant Company/ Demerged Company

NOTICE GIVEN PURSUANT TO THE ORDER DATED 26TH FEBRUARY, 2021 OF THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

To,

The all the Secured Creditors (Including Debenture Holders) of Arshiya Limited ("Demerged Company")

TAKE NOTICE that by an order dated 26th February, 2021 ("Order"), the Mumbai Bench of the National Company Law Tribunal has directed a meeting to be held of the of secured creditors (Including Debenture Holders) of Arshiya Limited ("Demerged Company") for the purpose of considering, and if thought fit, approving with or without modification, the arrangement proposed to be made between the Arshiya Limited ("Demerged Company") and Arshiya Rail Infrastructure Limited ("Resulting Company") and their respective shareholders and creditors ("Scheme") under Sections 230 to 232 read with Section 66 of the Companies Act, 2013.

In pursuance of the Order and as directed therein, further notice is hereby given that a meeting of the Secured Creditors (Including Debenture Holders) of the said company will be held at 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai- 400018, Maharashtra on Saturday, the 20th March, 2021 at 11:00 A.M at which time and place the said Secured Creditors (Including Debenture Holders) are requested to attend.

At the meeting, following resolution will be considered and if thought fit, be passed, with or without modification(s):

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions, if any, of the Companies Act, 2013, applicable rules and regulations made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Securities and Exchange Board of India's Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (as amended from time to time), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time), No objection letter / observation letters dated 15th Day of July, 2019 and 12th Day of July, 2019 issued by the National Stock Exchange of India Limited and the BSE Limited, respectively, relevant provisions of the Memorandum and Articles of Association of the Company, and subject to sanction/approval(s) of National Company Law Tribunal ("NCLT"), and such other approvals, sanctions and permissions of other regulatory or government bodies /tribunals or institutions as may be applicable, and subject to such conditions and modification(s) as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company/Demerged Company (hereinafter referred to as the "Board"), the Composite Scheme of Arrangement between Arshiya Limited

("Demerged Company") and Arshiya Rail Infrastructure Limited ("Resulting Company")(presently wholly owned subsidiary company of the Demerged Company) and their respective shareholders and creditors ("Scheme"), which provides for the demerger of the "Domestic Business Undertaking" (as defined in the Scheme) and transfer and vesting thereof into the Resulting Company, a copy of which is enclosed with this notice and placed before this meeting and initialled by the Chairperson or the Alternate Chairperson of the meeting, as the case may be, for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by NCLT while sanctioning the Scheme or by any authorities under law, including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, and to settle any question, difficulty or doubt that may arise in respect of aforesaid without being required to seek any further consent or approval of the equity shareholders of Company or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution."

TAKE FURTHER NOTICE that in compliance with the provisions of Section 230-232 of the Companies Act, 2013, the Demerged Company has provided the facility of voting by ballot/polling paper at the venue of the meeting to be held on Saturday, 20th March, 2021.

NCLT has appointed Mr. Ajay Shankarlal Mittal, Managing Director of the Demerged Company as the Chairperson and failing him, Mr. Ashishkumar Bairagra, Independent Director of the Demerged Company as the Alternate Chairperson of the said Meeting, including for any adjournment or adjournments thereof.

Copies of the Scheme and of the Explanatory Statement, under Sections 230, 232 and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index, can be obtained free of charge at the registered office of the Demerged Company at 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai- 400018, Maharashtra India or at the office of its Authorised Representative, Aabid & Co, Company Secretaries, at 302, 3rd Floor, 22 Business Point, Opposite Andheri Subway, Next to DCB Bank, S. V. Road, Andheri (W), Mumbai - 400 058, Maharashtra, India.

The above mentioned Scheme, if approved by the meeting, will be subject to subsequent approval of the NCLT.

A copy of the Explanatory Statement,the said Composite Scheme of Arrangement and other enclosures including the Form of Proxy and Attendance Slip are enclosed and form part of the notice and can be obtained free of charge from the registered office of the Company.

For Arshiya Limited.

Sd/- Ajay S Mittal Chairman appointed for the meeting

Date: 26th February, 2021 Place: Mumbai

Registered Office: 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400018

Notes:

1. Only Secured Creditors (Including Debenture Holders) of the Applicant Company may attend and vote (either in person or by proxy) at the Secured Creditors (Including Debenture Holders) meeting. The representative of body corporate which is a Secured Creditor (Including Debenture Holders) of the applicant Company may attend and vote at Secured Creditors (Including Debenture Holders) Meeting provided a certified true copy of the resolution of the Board of Directors or other governing body of the body corporate is deposited at the registered office of the applicant company not less than 48 (forty eight) hours before the time fixed for the aforesaid meetings.
2. All alterations made in the form of proxy should be initialed.
3. The Statement under Sections 230(3), 232(1) & (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 is annexed hereto.
4. The notice, Explanatory Statement together with the accompanying documents, is being sent to the Secured Creditors as on 31st December, 2020 in electronic form or physical mode by the permitted mode.
5. The quorum of the meeting of the Secured Creditors of the Company shall be Five (5). In case the quorum as noted above for the Meeting is not complete at the scheduled time, then the meeting shall be adjourned by half an hour, and thereafter, the person present at the meeting shall be deemed to constitute the quorum.
6. In terms of the directions contained in the Order and in compliance with Rule 20 of the Companies (Management and Administration) Rules 2014, the advertisement will be published in 'Active Times' in English language and translation thereof in `Mumbai Lakshadeep' in Marathi Language, circulated in the State of Maharashtra indicating the day, date, place and time of the meeting and stating that the copies of the Scheme can be obtained free of charge on all working days (except Saturdays, Sundays and public holidays) during 10:00 AM to 5:00 PM from the registered office of the Company.
7. NCLT has appointed, Mr. Mohammed Akram, (ACS 22589 C.P. NO. 9411), Practicing Company Secretaries, as the Scrutinizer to scrutinize the voting at the venue of the Meeting.
8. The Scrutinizer, shall on conclusion of the Meeting, unblock the votes in the presence of at least 2 (two) witnesses not in employment of the Company. Thereafter, the Scrutinizer will submit his report to the Chairman of the Meeting, after completion of scrutiny of votes cast by the creditors of the Company through Ballot. The Scrutinizer's decision on the validity of the votes shall be final. The results of the voting on the resolution(s) set out in the Notice will be announced on or before 22nd March,2021. The results, together with the Scrutinizer's report, will be displayed on the notice board of the Company at its registered office, on the website of the Company viz. www.arshiyalimited.com, besides being communicated to BSE Limited and National Stock Exchange of India Limited.

FORM NO. CAA. 2

[Pursuant to Section 230 (3) and rule 6 and 7)] BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH C.A. (CAA)/ 2926/MB/2019 IN THE MATTER OF THE COMPANIES ACT, 2013; AND IN THE MATTER OF SCHEME OF ARRANGEMENT PURSUANT TO SECTION 230 TO 232 READ WITH SECTION 66 AND SECTION 52 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN ARSHIYA LIMITED AND ARSHIYA RAIL INFRASTRUCTURE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Arshiya Limited, a company incorporated under the provisions of Companies Act, 1956 and having its registered office At 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai- 400018 Maharashtra India

----First Applicant Company/ Demerged Company

EXPLANATORY STATEMENT UNDER SECTIONS 230, 232 AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OFTHE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 ("EXPLANATORY STATEMENT")

1. Pursuant to the order dated 26th February, 2021 ("Order"), passed by the Hon'ble National Company Law Tribunal, Mumbai Bench (the "NCLT") in Company Application Number 2926 of 2019 filed jointly by Arshiya Limited ("Demerged Company") and Arshiya Rail Infrastructure Limited ("Resulting Company"), a meeting of the Secured Creditors (Including Debenture holders) of the Demerged Company, is being convened and is to be held at the registered office of the Resulting Company at 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai- 400018 Maharashtra India at 11:00 A.M. Saturday, 20th March, 2021, for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement between the joint applicants (that is, the Demerged Company and the Resulting Company) and their respective shareholders and creditors (hereinafter referred to as the "Scheme") under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (the "Act"). A copy of the Scheme setting out details of parties involved in the proposed Scheme, Appointed Date, Effective Date, Share Entitlement Ratio etc., is enclosed as Annexure A.

Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.

1. In terms of the Order, quorum for the said meeting shall be 5 members. In case the quorum as noted above for the meeting is not complete at the scheduled time, then the meeting shall be adjourned by half an hour and thereafter, the person(s) present at the meeting shall be deemed to constitute the quorum. For the purposes of quorum, valid proxies will also be considered, if the proxy in the prescribed form, duly signed by the persons entitled to attend and vote at the meeting is filed with the registered office of the Demerged Company at least 48 hours before the meeting. Further, in terms of the Order, the NCLT has appointed Mr. Ajay Shankarlal Mittal, Managing Director of the Demerged Company as the Chairperson and failing him, Mr. Ashishkumar Bairagra, Independent Director of the Demerged Company as the Alternate Chairperson of the said meeting, including for any adjournment or adjournments thereof.
1. This Explanatory Statement is being furnished as required under Sections 230(3), 232(1) & (2) and 102 of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

A. BACKGROUND OF THE COMPANIES

Arshiya Limited, (herein after called the "The Demerged Company" or "AL") is a Listed Public Company, originally incorporated under the provisions of Companies Act, 1956 on 3rd July, 1981 as a Private Company under the name and style of IID Forgings Private Limited.In the Extra Ordinary General Meeting held on 24th day of August, 1982 consent of the Members of the Company has been accorded to change the name of the Company pursuant to conversion from Private Company to Public Company under the name and style of "IID Forgings Limited". Further in the Extra Ordinary General Meeting held on 4th day of May, 2006

consent of the Members of the Company has been accorded to change the name of the Company under the name and style "Arshiya Technologies International Limited". Further the Company on 28th day of September, 2007 has changed the name to "Arshiya International Limited". Further the Company on 5th day of September, 2013 the Company has changed the name under the name and style of "Arshiya Limited".

1. The Registered Office, email and website address of the Demerged Company is 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai - 400018 Maharashtra India, Email:[email protected] Website: www. arshiyalimited.com, respectively.
1. The main objects for which the Company was formed as set out in the Memorandum of Association are as following:
I. To carry on all or any of the business of designing, manufacturing, developing, improving, hiring, repairing, buying, selling and dealing in forgings and castings of ferrous and non-ferrous materials and in any weight for any industry whatsoever, including chilled and malleable castings, special alloy castings. Gunmetal castings, steel castings, gunmetal, copper, brass and aluminium castings and foundry work.
II. To carry on the business of providing integrated supply chain and demand chain management services which interalia includes services of air and ocean freight forwarding, cargo consolidation, project logistics air, sea and surface transportation, shipping, chartering of vessels, warehousing, development and providing hubbing facilities at ports and strategic locations development and providing port facilities, container freight stations, inventory and order management services, storage, drumming, consignments at customs, development and providing import and export documentation services, distribution services, analysis and consulting services to enhance supply chain/demand chain logistics, providing information technology services to logistics and value added activities and for the aforesaid purposes to acquire or develop software solutions, acquire on ownership or lease airplanes and ships, trucks, railway wagons and to build or acquire or take on lease tank farms, warehouses, distriparks, container freight stations or develop infrastructure for above services including knowledge Centre for imparting educational training for persons to attain, enhance professional competency in global logistics services.
III. To carry on the business of developing, operating and maintaining special economic zones (SEZs)/free trade and warehouse zones (FTWZs), inland container depots (ICDs), industrial parks, logistic parks, warehouses, infrastructure or infrastructure projects; and to act as contractors, builders, town planners, estate developers, engineers, land developers, land consolidators, land scapers, estate agents, immovable property dealers and other allied and/or ancillary activities; and to acquire, build, operate, buy, sell, lease, sub-lease, long lease, leave and license basis, consolidate, exchange, hire or otherwise; lands, buildings, immovable property of any tenure or any interest in the same, SEZs, FTWZs, ICD, warehouses, houses, flats, bungalows, commercial complexes, shopping malls, multiplexes, food courts and other ancillary and/or allied activities, on the land of the company or other land or any immovable property whether belonging to the company or not; and to pull down, rebuild, enlarge, alter any other conveniences and to deal with and improve, in India or abroad either by company or with joint venture or in partnership or on sub-contract basis or otherwise.
IV. To carry on the business of any type oftransport/ logistic services including but notlimited to setting up of rail infrastructure / network within India and abroad including buy, construct, sale ,operates including movement of containers / goods trains using any rail network; and also to acquire, procure, obtain, trade, lease/license or otherwise: container trains, rakes, wagons, boggies; and to create, develop, sale, Purchase, trade or obtain on lease/license basis railway sidings, rail yards, warehouses required for the business of the company and all allied and ancillary services / products related to that.
V. To carry on the business developing and maintaining container freight stations, warehousing infrastructure and services, facilities for customs examination or any other regulator/ regulatory authority or department, EDI, empty container yard for storage of shipping containers and other containers or materials; and to carry out repairs and refurbishment of containers, truck, cargo and material handling equipment; and to provide transportation, warehousing, IT & IT infrastructure and services, cold storage and other allied activities; and to provide services of distribution, reverse logistics, forward logistics, supply chain management, value added services, repair and maintenance, manufacture,transportation, consultancy services; and also to provide system/ software solutions, data analytics, acquire, take on lease, hire or otherwise, distribution centres, trucks and material handling equipment as may be necessary to carry on the aforesaid business in India or abroad.
1. During the last 5 (five) years, there has been no change in the name, however the registered office of the Company was changed to Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400018 registered office 29th September, 2015. Also, the object clause of the Demerged Company was altered by insertion of addition in object clause on 7th November, 2016 which is as stated in point no. 6 above.
1. It may be noted that the Demerged Company is a public limited company and its securities are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").
The capital structure of the Demerged Company as on March 31, 2018 is as under:

Particulars	Amount (Rs.)
Equity Share Capital
Authorized capital
24,75,00,000 Equity Shares of Rs.2 each	49,50,00,000
1,10,00,000 Optionally Convertible Redeemable Preference Shares of Rs. 10 each	11,00,00,000
Issued, subscribed and fully paid-up
22,82,16,776 Equity Shares of Rs. 2 each fully paid-up	45,64,33,552

There is no change in the Total Authorised Share Capital of the Company. However on 23rd July, 2019 with the approval of shareholders the Authorised capital of the Company is re-classified from Rs. 60,50,00,000 (Rupees Sixty Crores Fifty Lakhs only) comprising of 24,75,00,000 (Twenty-Four Crore Seventy – Five Lakhs only) equity Shares of Rs. 2 (Rupees Two only) each and 1,10,00,000 (One Crore Ten Lakhs only) Zero Percent Optionally Convertible Redeemable Preference Shares of Rs. 10 (Rupees Ten only) each to Rs. 60,50,00,000 (Rupees Sixty Crores Fifty Lakhs only) divided into 28,75,00,000 (Twenty – Eight Crores Seventy Five Lakhs only) Equity Shares of Rs.2 (Rupees Two) each and 30,00,000 (Thirty Lakhs) Zero Percent Optionally Convertible Redeemable Preference Shares of Rs. 10 (Rupees Ten only) each.

The capital structure of the Demerged Company as on 26th February, 2021 is as under:

Particulars	Amount (Rs.)
Equity Share Capital
Authorized capital
28,75,00,000 Equity Shares of Rs.2 each	57,50,00,000
30,00,000 Optionally Convertible Redeemable Preference Shares of Rs. 10 each	3,00,00,000
Issued, subscribed and fully paid-up
26,22,75,915 Equity Shares of Rs. 2 each fully paid-up	52,45,51,830

The names and addresses of the Promoters of the Demerged Company is provided below:

NAMES	ADDRESS
Ajay S Mittal	Mittal Bhavan 2, 3rd Floor, 62-A, Peddar Road, Mumbai 400026
Archana A Mittal	Mittal Bhavan 2, 3rd Floor, 62-A, Peddar Road, Mumbai 400026

The list of directors of the Demerged Company as on 26th February, 2021 along with their names and addresses is provided below:

	List Of Director
SR No.	Name Of Director	DIN	Designation	Address
1	Ajay Shankarlal Mittal	00226355	Managing Director	Mittal Bhavan 2, 3rd Floor, 62-A, Peddar Road, Mumbai 400026 Maharashtra India
2	Archana Ajay Mittal	00703208	Joint Managing Director	Mittal Bhavan 2, 3rd Floor, 62-A, Peddar Road, Mumbai 400026 Maharashtra India
3	Ashishkumar Bairagra	00049591	Independent Director	44, Sadhana Building, B Road, Churchgate Mumbai 400020 Maharashtra India
4	Tara Sankar Bhattacharya	00157305		Independent Director 8e, B-1, Harbor Heights, N A Sawant Road, Colaba, Mumbai 400005Maharashtra India
5	Rishabh Pankaj Shah	00694160		Independent Director Saranam Building, Block No. 7, 7th Road, Prabhat Colony, Santacruz (East), Mumbai 400055 Maharashtra India
6	Ved Prakash	02988628	Independent Director	L-1/1, Hauz Khas Enclave, New Delhi – 16.
7	Manjari Ashok Kacker	06945359	Independent Director	B-702, Beaumonde, Appa Saheb Marathe Marg, Prabhadevi , Mumbai- 400025 , Maharashtra , India

ArshiyaRailInfrastructure Limited,(hereinafter referred to as "The resulting Company" or "ARIL")is a Public Limited Company originally incorporated under the provisions of the Companies Act, 1956 on 7th April, 2008.
1. The Registered Office, email and website address of the Demerged Company is 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai - 400018 Maharashtra India, Email:[email protected] and Website: www. arshiyalimited.com respectively.
1. The main objects for which the resulting Company was formed as set out in the Memorandum of Association are as following:
I. To carry on the business of setting up of Rail Infrastructure/Network within India and abroad including operations/ movement of Container/Goods Trains using Indian Railway Network and also to acquire, procure, obtain on lease/licence or otherwise Container Trains, Rakes, Wagons, Boggies and Create, Develop or Obtain on lease/licence basis Railway Sidings, Rail Yards, Warehouses required for the business of the Company.
II. To carry on the businesspredominantly in theNorthernRegion ofIndia, of container freight stations which, inter-alia includes setting up of bonded warehousing infrastructure and services, facilities for customs examination, EDI, empty container yard for storage of shipping containers, repairs and refurbishment of containers, truck, cargo and material handling equipments, transportation, non-bonded warehousing, IT & ITES infrastructure and services, warehousing, cold storage and other cargo related activities.
III. To carry on the business of Transport & Handling of Containers/ Goods/ Network within India and abroad including operations/movement of Container/Cargo/Goods Trains using India Railway Network and also to acquire, procure, obtain on lease/licence or otherwise Container Trains, Rakes, Wagons, Boggies and Create, Develop or obtain on lease/ licence basis Railway Sidings, Rail Yards, Warehouses required for the business of the Company.
1. There is no change in the name of the Resulting Company, however the registered office was changed on 27th October, 2015 to 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai – 400018 and the objects of the Resulting Company was altered on 28th July, 2016 and thereafter on 9th March, 2017 by insertion of additional object clause. The altered object clause of the Company is as stated in point No. 14 above.
1. It may be noted that the Resulting Company is a public limited company and its securities are not listed on any stock exchange.
1. The capital structure of the Resulting Company as on the 31st March, 2018 is given below:

Particulars	Amount (Rs.)
Equity Share Capital
Authorized capital
45,000,000 Equity Shares of Rs.10 each	450,000,000
Issued, subscribed and fully paid-up
42,384,417 Equity Shares of Rs. 10 each fully paid-up	423,844,170

After March 31, 2018, there has been no change in the authorized, issued, subscribed and paid up share capital of the Resulting Company.

The proposed capital structure of the Resulting Company post the completion of demerger will be as under:

Particulars	Amount (Rs.)
Equity Share Capital
Authorized capital
32,52,50,000 Equity Shares of Rs.2 each	65,05,00,000
Issued, subscribed and fully paid-up
12,30,22,333 Equity Shares of Rs. 2 each fully paid-up	24,60,44,666

The name and address of the Promoter(s) of the Resulting Company is provided below:

NAMES	ADDRESS
Arshiya Limited	302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400018

The list of Directors of the Resulting Company is provided below:

	List Of Director
SR	Name Of Director	DIN	Designation	Address
No.
1	Ashishkumar Bairagra	00049591	Director	44, Sadhana Building, B Road, Churchgate Mumbai 400020 Maharashtra India
2	Navnit Jugal Kishore Choudhary	00613576	Director	Flat No 114, Aakash Wing, Indraprasth Complex, Satya Nagar, Borivali West, Mumbai 400092 Maharashtra India
3	Ajay Shankarlal Mittal	00226355	Director	Mittal Bhavan 2, 3rd Floor, 62-A, Peddar Road, Mumbai 400026 Maharashtra India
4	Rishabh Pankaj Shah	00694160	Director	Saranam Building, Block No. 7, 7th Road, Prabhat Colony, Santacruz (East), Mumbai 400055 Maharashtra India

B. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Resulting Company is a wholly owned subsidiary of the Demerged Company.

C. BOARD MEETING OF THE DEMERGED COMPANY AND THERESULTING COMPANY FOR APPROVAL OF THE SCHEME

The Scheme has been unanimously approved by the Board of Directors of the Demerged Company vide resolution passed in the meeting held on 24th May, 2018. Out of total 6 (Six) Directors of the Demerged Company, 5 (Five) directors were present in the Meeting, all of whom voted in favour of the resolution.

The details of voting by Directors on the resolution is as under:

NAME OF THE DIRECTORS	DESIGNATION	VOTED IN FAVOR	VOTED AGAINST	ABSTAINED FROM VOTING
Ashishkumar Bairagra	Independent Director	Yes	NA	NA
Tara Sankar Bhattacharya	Independent Director	Yes	NA	NA
Ajay Shankarlal Mittal	Managing Director	Yes	NA	NA
Mukesh Kacker	Independent Director	Yes	NA	NA
Archana Ajay Mittal	Joint -Managing Director	Yes	NA	NA

The Scheme has been unanimously approved by the Board of Directors of the Resulting Company vide resolution passed in the meeting held on May 24, 2018. Out of total 4 (Four) Directors as on that date, 3(three) Directors of the Resulting Company were present in the meeting, and voted in favour of the resolution. The details of voting by directors on the resolution is as under:

NAME OF THE DIRECTORS	DESIGNATION	VOTED IN FAVOR	VOTED AGAINST	ABSTAINED FROM VOTING
Ashishkumar Bairagra	Independent Director	Yes	NA	NA
Navnit Jugal Kishore Choudhary	Director	Yes	NA	NA
Ajay Shankarlal Mittal	Director	Yes	NA	NA

D. DETAILS OF THE SCHEME

1. The parties to the Scheme are the Demerged Company and the Resulting Company along with their respective shareholders and creditors.
1. The "Appointed Date" of the Scheme is April 1, 2019. "Effective Date" means the last of the dates, if applicable, on which the certified or authenticated copy of the order(s) sanctioning the Scheme passed by the National Company Law Tribunal ("NCLT") of Judicature at Mumbai, is filed with the Registrar of Companies, Mumbai. This date in only drawn to capture references to all transactions undertaken between the Appointed Date and date of filing of the NCLT order with Registrar of Companies ("ROC"). Thus, the same is not to be construed as the effective date for the purpose of Section 232(6) of the Act.

25. Share Exchange Ratio

The Resulting Company shall, without any further application or deed, for every 2 (two) fully paid-up equity shares of the Demerged Company, issue and allot to each member of the Demerged Company whose name appears in the register of members of the Demerged Company as on the Record Date or to his/her heirs, executors, administrators or the successors-in-title, as the case may be, 1 (one) fully paid-up equity share of Rs 2 each, of the Resulting Company ('New Equity Shares').

1. Rationale for the Scheme and benefits of the Scheme as perceived by the Board of Directors of the Demerged Company are:
To integrate / consolidate its DWA, RAIL, PFT& ICD business into ARIL, which would enable Arshiya to focus solely on FTWZ Business ;
To provide more flexibility in terms of creating business synergies in the Resulting Company i.e. ARIL, enable cost savings, rationalizing capital requirements and optimizing utilization of valuable resources which will enhance management focus on the different businesses being housed under separate entities, thereby leading to higher operational efficiency;
To enhance value for the shareholders and allow focused strategy on expansion/ operation of both the FTWZ and the Domestic Business independently;
To achieve and fulfill their objectives more efficiently and economically and the same is also in the interest of all the stakeholders.
1. Salient Features of the Scheme:

The Scheme provides for the transfer of the Demerged Undertaking (as defined in the Scheme) to the Resulting Company. There will be no change in the shareholding pattern of the Demerged Company. Upon the Scheme becoming effective and in consideration of the demerger including the transfer and vesting of the Demerged Undertaking in the Resulting Company, the Resulting Company shall, without any further application or deed, for every 2 (two) fully paid-up equity shares of the Demerged Company, issue and allot to each member of the Demerged Company whose name appears in the register of members of the Demerged Company as on the Record Date or to his/her heirs, executors, administrators or the successors-in-title, as the case may be, subject to the provisions of Clause 7.4 of the Scheme, 1 (one) fully paid-up equity share of Rs 2 each, of the Resulting Company ('New Equity Shares').Further, upon issue of the new equity shares to the Shareholders of the Demerged Company on the record date, all existing equity shares held by the existing shareholders of the Resulting Company (i.e. not including the shareholders of the Demerged Company on the record date), shall stand cancelled, without any further act or deed.

The equity shares to be issued pursuant to the Scheme in the Resulting Company will be listed with BSE Ltd. and National Stock Exchange of India Limited.

1. Details of capital or debt restructuring, if any: Basis the share exchange ratio mentioned above, the shareholders of the Demerged Company shall be provided with shares of the Resulting Company in the ratio of 2:1 and the shares held by the Demerged Company in the Resulting Company shall be extinguished.
1. Amount due to secured creditors as on 31st December, 2020:

CREDITORS	NO. OF CREDITORS	AMOUNT DUE
Secured Creditors	10	11,59,04,57,000

E. APPROVALS/ SANCTIONS/NO-OBJECTIONS FROM REGULATORYORGOVERNMENTALAUTHORITYRECEIVED ORPENDING

1. The BSE Limited was appointed as the designated stock exchange by the Demerged Company for the purpose of co-ordinating with the SEBI, pursuant to the SEBI Circular.
1. The Demerged Company received "no adverse observation letter" and "no-objection letter" from BSE and NSE respectively, each dated 12th Day of July, 2019 and 15th Day of July, 2019 respectively, conveying their "no adverse observations" and "no-objection" for filing the Scheme with NCLT.

Copies of the aforesaid "no-objection letter" and "no adverse observations letter" of NSE and BSE, respectively, are enclosed as Annexure B (I) and Annexure B (II).

1. As required by the SEBI Circular,theDemerged Company had filed the complaint report with BSE and NSE on. The report indicated that the Demerged Company has not received any complaints. A copy of the complaint report submitted by the Demerged Company to BSE and NSE, dated 17th Day of November, 2018 and 14th Day of May, 2019 is enclosed as Annexure C.
1. The Demerged Company has also filed the compliance report with BSE and NSE and is enclosed as Annexure D.
1. Effect of Scheme on various Parties

A. Directors and Key Managerial Personnel (KMPs)

None of the Directors and key managerial personnel of the Demerged Company and the Resulting Company or their respective relatives have any interest in the Scheme except to the extent the (i) equity shares held by them in the Demerged Company and the Resulting Company directly or as a nominee; and/or (ii) Director(s) are common director(s) in the two companies; and/or (iii) the Director(s), key managerial personnel and their respective relatives are the director(s), partner(s), member(s) and/or beneficiary(ies) of the companies, firms, association of persons, bodies corporates and/or trust, as the case may be, that hold shares in the Demerged Company/ Resulting Company. There will be no adverse effect of the Scheme on the directors and key managerial personnel of the Demerged Company and Resulting Company.

B. Promoters and Non – Promoter equity shareholders of the Demerged Company and the Resulting Company

In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the Demerged Company and the Resulting Company, in their meetings held on May 24, 2018, have adopted a report, inter alia, explaining the effect of the Scheme on each class of shareholders, key managerial personnel, directors, promoters and non-promoter shareholders. Copy of the reports adopted by the respective Board of Directors of the Demerged Company and the Resulting Company are enclosed as Annexure EI and EII respectively.

C. Depositors

Neither the Demerged Company nor the Resulting Company have accepted any deposits.

D. Creditors and Debenture – Holders /Debenture Trustees

The debts pertaining to the Demerged Undertaking are taken over by the Resulting Company. Any charge, security interest, lien, statutory lien or statutory charge pertaining to any assets of the Demerged Undertaking shall continue to have effect only on the assets of the Demerged Undertaking in the Resulting Company and shall cease to have effect on the assets of the Remaining Business. The debts pertaining to the Remaining Business (as defined in the Scheme) continue to be the debts or liabilities of the Demerged Company. Accordingly, if any creditor has any charge, security interest, lien, statutory lien or statutory charge on any of the assets or properties of Demerged Undertaking of the Demerged Company, such creditor shall continue to enjoy and hold such charge, lien or security interest upon the properties of Demerged Undertaking in the Resulting Company.

The rights of the creditors of the Demerged Company or the Resulting Company shall not be affected by the scheme. There will be no reduction in their claims on account of the Scheme. The creditors will be paid in the ordinary course of the business as and when their dues are payable. There is no likelihood that the creditors would be prejudiced in any manner as a result of the Scheme being sanctioned. The Demerged Company or the Resulting Company has not issued any debentures and accordingly, do not have any debenture holders.

E. Employees

I. On and from the Effective Date, all permanent employees relating to the Demerged Undertaking, as were employed by the Demerged Company, immediately before such date, shall become the employees of the Resulting Company with the benefit of continuity of service and without any break or interruption in service. It is clarified that the employees of the Demerged Undertaking, who become employees of the Resulting Company by virtue of this Scheme, shall continue to be governed by the same terms of employment as were applicable to them immediately before the demerger. The Resulting Company undertakes to abide by any agreement/settlement, if any, entered into by the Demerged Company with any of its respective employees thereof. The Resulting Company further agrees that for the purpose of payment of any retrenchment compensation, or any other benefits and incentives, if any, such past services with the Demerged Company shall be taken into account.
II. It is expressly provided that, on the Effective Date, the provident fund, gratuity fund, superannuation fund created or any other special fund existing for the benefit of the employees of the Demerged Company, in relation to the

Demerged Undertaking shall become the funds of the Resulting Company, for all purposes whatsoever in relation to the administration or operation of such fund(s) or in relation to the obligation to make contributions to the said fund(s) in accordance with the provisions thereof as per the terms provided in the respective trust deeds, if any, to the end and intent that all rights, duties, powers and obligations of the Demerged Company, in relation to the Demerged Undertaking in relation to such fund(s) shall become those of the Resulting Company. These funds shall, subject to the necessary approvals and permissions and at the discretion of the Resulting Company, either be continued as separate funds of the Resulting Company for the benefit of the employees of the Demerged Undertaking or be transferred to and merged with other similar funds of the Resulting Company. It is clarified that the services of the employees of the Demerged Company, in relation to the Demerged Undertaking shall be treated as having been continuous for the purpose of the said fund(s); and

III. With effect from the date of filing of this Scheme with the NCLT and up to and including the Effective Date, the Demerged Company shall not vary or modify the terms and conditions of employment of any of its employees, except with the prior written consent of the Resulting Company.
1. There are no investigations or proceedings, pending against the Company under the Companies Act, 2013.
1. None of the directors and KMPs or their respective relatives have any material interest in respect of the Scheme.
1. A copy of the Scheme has been filed by the Company with the Registrar of Companies, Mumbai.
1. The following documents will be open for obtaining extract from or for making or obtaining copies of or inspection by the Equity Shareholders at the Registered Office of the Demerged Company, during 10:00 a.m. to 5:00 p.m., on all working days (except Saturdays, Sundays and Public Holidays) upto the date of the Meeting:
a. Draft of the Scheme which is enclosed as Annexure A.
b. Copy of the Share Entitlement Ratio Report obtained from ZADN & Associates Chartered Accountants, dated May 24, 2018 which is enclosed as Annexure F.
c. Statutory Auditor's certificate in respect of the accounting treatment proposed in the Scheme which is enclosed as Annexure G.
d. The Fairness opinion obtained from the merchant banker which is enclosed herewith as Annexure H.
e. The audited Accounts of the Demerged Company and the Resulting Company for the Financial Year ended March 31, 2019 which are enclosed as Annexure I – I and Annexure I - II respectively.
f. Copy of the Order of the National Company Law Tribunal pursuant to which the meeting is to be convened which is enclosed as Annexure J.
1. The applicable information of Arshiya Rail Infrastructure Limited in the format specified for abridged prospectus as provided in Part D of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 which is enclosed as Annexure-K.
1. Dissected Financials (List of Assets and Liabilities of Demerged Company which will be transfer to the Resulting Company) is enclosed herewith as Annexure L.
1. The Pre Scheme and proposed Post-Scheme share capital structure of the Resulting Company is enclosed as Annexure M.
1. Copy of Annual Report of the Demerged & Resulting Companies for the Financial Year 2016-2017, 2017-2018, 2018-2019.
1. Contracts or agreements material to the compromise or arrangement N/A
1. Any other information or document as the Board believes is necessary N/A.
1. It is confirmed that the copy of the Scheme has been filed with the Registrar of Companies, Mumbai by both the Demerged Company and the Resulting Company.
1. In view of the information provided hereinabove, and the documents attached alongwith this notice and explanatory statement,

the requirement of Section 232(2) of the Companies Act, 2013 have been complied with.

After the Scheme is approved by the equity shareholders and creditors of the Demerged Company, it will be subject to the approval/sanction by NCLT.

For Arshiya Limited.

Sd/- Ajay S Mittal Chairman appointed for the meeting

Date: 26th February, 2021 Place: Mumbai

Registered office: 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai- 400018

SCHEME OF ARRANGEMENT

BETWEEN

ARSHIYA LIMITED

AND

ARSHIYA RAIL INFRASTRUCTURE LIMITED

UNDER SECTIONS 230 TO 232 READ WITH SECTION 66 AND SECTION 52 AND OTHER

APPLICABLE PROVISONS OF THE COMPANIES ACT, 2013

1. INTRODUCTION

1.1. Arshiya Limited (hereinafter referred to as "DemergedCompany"or "Arshiya"), a company incorporated under the Companies Act, 1956 (CIN - L93000MH1981PLC024747) and has its registered office at 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400 018. Arshiya Limited is listed on the BSE and NSE.
1.2. Arshiya Rail Infrastructure Limited (hereinafter referred to as "Resulting Company" or "ARIL") is a wholly owned subsidiary of Arshiya Limited. ARIL is a company incorporated under the Companies Act, 1956 (CIN - U93000MH2008PLC180907), and has its registered office at 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400 018;
1.3. This Scheme of arrangement ("Scheme"), inter alia, provides for demerger of the Demerged Undertaking (hereinafter defined in Part III) of the Demerged Company and transfer and vesting thereof into the Resulting Company and utilization of securities premium of the Demerged and Resulting Company (hereinafter defined under Part II) including consequential or related matters integrally connected therewith.

PREAMBLE

The management of Arshiya Group intends to reorganize its corporate structure spread across various group companies in order to integrate/ consolidate its operations by housing different businesses into two different entities/ separate verticals.

As part of the aforesaid overall Group reorganization, the management had also filed a separate scheme of amalgamation of two of Arshiya's wholly owned subsidiaries , i.e. Arshiya Industrial & Distribution Hub Limited ('AIDHL') and Arshiya Transport and Handling Limited ('ATHL') into ARIL ('merger scheme') with National Company Law Tribunal and is awaiting its approval. The appointed date for the said merger scheme is October 1, 2015. Accordingly, this scheme of arrangement is conditional upon the aforesaid merger scheme becoming effective first. In case the said merger scheme is withdrawn or ARIL ceases to be a wholly owned subsidiary as on the Record Date (defined hereunder), this Scheme will also be withdrawn.

Further, this Scheme is presented under Sections 230 to 232 read with Sections 66 and 52 and other applicable provisions of the Companies Act, 2013 for demerger of Domestic business (as defined hereinafter) of Arshiya Limited (hereinafter referred to as 'Arshiya' or the 'Demerged Company') into Arshiya Rail Infrastructure Limited (hereinafter referred to as 'ARIL' or 'Resulting Company') and utilization of securities premium of both the entities.

BACKGROUND AND RATIONALE FOR THE SCHEME

a. Arshiya, a flagship company of Arshiya Group, is engaged in the business of developing Free Trade Warehousing Zones ('FTWZ') and Domestic Warehousing Areas ('DWA') as mentioned below to improve logistics infrastructure in India.

FTWZ Business - FTWZ at Panvel offers over 800,000 Sq. ft. of warehousing space with best in class infrastructure which is suitable for clients across industries. The facility is well connected to the National and State Highways and situated only 24 kms from the country's busiest container port and also close to the proposed International Airport in Navi Mumbai.

Domestic Business - Domestic Business comprises of Domestic Warehousing activities being carried out by Arshiya at land admeasuring 43.42 acres of land situated at Khurja (UP) and investments held in the Resulting Company pertaining to Private Freight Terminal ('PFT'), Rail Transportation Services ('RAIL') businesses being carried in the Resulting Company and Inland Container Depot ('ICD'), DWA business being carried in AIDHL.

b. Brief description of the above mentioned business :

PFT: ARIL currently under a PFT license operates Indian Railways traffic business for various customers catering to bulk goods movement and bagged cargo at sidings specifically earmarked for the same.

RAIL: ARIL holds category-I license to run container trains pan-India and is one of the largest Private Container Train Operator (PCTO's) with a rail fleet of 18 rakes and 3,200 owned containers equipped to handle a wide-range of cargo, with a pan India presence. ARIL's service is completely equipped to provide efficient movement of cargo between terminals, hubs and warehouses.

ARIL's infrastructure consists of rail siding, rail terminal equipped with three loop / blast rail lines and three non-ballast rail lines with a capacity to handle up to 20 rakes per day.

ICD: The Khurja ICD is co-located with a state-of-the-art Rail Terminal and FTWZ. ICD-Khurja is the only private ICD in the country to have exclusive connectivity with 6-lane private rail siding offering regular and prompt rail connectivity through owned rakes to all the major gateway ports that service the northern region of India. ICD Khurja is located strategically with multiple road approaches from the major 4/6 lane highways providing a congestion-free movement of cargo and containers.

The Group intends to reorganize its corporate structure and integrate / consolidate its operations by housing the following businesses into two different entities / separate verticals:

1.3.1. FTWZ business in Arshiya

1.3.2. Domestic business (includes DWA, ICD, Rail and PFT business) in ARIL

1.4. Though the businesses of all the Group companies complement each other, the Group believes that in the industry, there are other companies who are doing consolidated business of offering rail infrastructure, cargo/container handling services, providing ICD and Domestic warehousing services. The demand in the market for the entities providing consolidated services is higher than the entities providing individual services. In order to earn higher revenue and to cater to the needs of the market, the management intends to consolidate the rail infrastructure, transport handling business, DWA and ICD business. Hence, the management envisages the transfer of Domestic business of Arshiya into ARIL.
1.5. Accordingly, the proposed demerger of the Domestic Business (as defined hereinafter) envisaged in this Scheme ('the Demerger') would be in order to integrate / consolidate its DWA, RAIL, PFT & ICD business into ARIL, which would enable Arshiya to focus solely on FTWZ Business. This would provide more flexibility in terms of creating business synergies in the Resulting Company i.e. ARIL, enable cost savings, rationalizing capital requirements and optimizing utilization of valuable resources which will enhance management focus on the different businesses being housed under separate entities, thereby leading to higher operational efficiency.

Further,the Scheme would be in the bestinterests ofthe shareholders, creditors and employees ofArshiya andARIL, respectively as it would result in enhanced value for the shareholders and allow focused strategy on expansion/ operation of both the FTWZ and the Domestic Business independently. Pursuant to this Scheme all the shareholders of Arshiya will get shares in ARIL and there would be no change in the economic interest for any of the shareholders of Arshiya pre and post implementation of this Scheme.

1.6. Apropos, the Board of Directors of the Demerged Company and the Resulting Company are of the view that the transfer and vesting of the Demerged Undertaking (as defined hereinafter) of the Demerged Company with the Resulting Company will enable both the companies to achieve and fulfill their objectives more efficiently and economically and the same is also in the interest of all the stakeholders.
1.7. The Scheme has been approved by the Board of Directors of the Demerged Company and the Resulting Company.
1.8. The transfer of the Demerged Undertaking shall be on a going concern basis.

2. PARTSOF THE SCHEME

2.1. This Scheme of Arrangement is divided into the following parts:
2.1.1. PART I deals with the definitions and share capital of the Demerged Company (defined hereinafter) and the Resulting Company;
2.1.2. PART II deals with the utilization of securities premium of the Demerged and the Resulting Company and the corresponding accounting treatment in connection therewith;
2.1.3. PART III deals with the demerger of the Demerged Undertaking of Demerged Company and its vesting in the Resulting Company;
2.1.4. PART IV deals with the Remaining Business (defined hereinafter) of the Demerged Company (defined hereinafter);
2.1.5. PART V deals with the consideration for the demerger and accounting treatment for the demerger in the books of the Demerged Company and the Resulting Company consequent to the demerger; and
2.1.6. PART VI deals with general terms and conditions applicable to this Scheme.

PART – I

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

In this Scheme, unless repugnantto the subject or context or meaning thereof,the following expressions shall have the meanings as set out herein below:

1.1. "Act" means the Companies Act, 2013 and rules made thereunder, including any statutory modifications, re-enactments or amendments thereof for the time being in force as the case may be.
1.2. "Appointed Date" means 01 April 2019.
1.3. "Demerged Company" or "Arshiya" means Arshiya Limited, a company incorporated under the Companies Act, 1956, and having its registered office at 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400 018.
1.4. "Domestic Business Undertaking" or "Demerged Undertaking" or "Domestic Business" means Arshiya's entire undertaking, business, activities and operations and domestic business activities pertaining to the DWA Business (including Arshiya's investment in its subsidiary, namely ARIL pertaining to PFT, RAIL businesses being carried ARIL). The term Domestic Business Undertaking shall include the following:
1.4.1. All assets (whether movable or immovable, real or personal, corporeal or incorporeal, present, future or contingent, tangible or intangible) wherever situated and of whatever nature, pertaining thereto through which Arshiya carries on the business, activities and operations relating to the Domestic Business.
1.4.2. All the debts, duties, obligations, loans and liabilities, whether present or future, whether secured or unsecured, of the Demerged Company in relation to the Domestic Business as on the Appointed Date comprising of:
- 1.4.2.1.All the debts, duties, obligations and liabilities, including contingent liabilities which arise out of the activities or operations of the Demerged Company in relation to the Domestic business and all other debts, liabilities, duties and obligations of the Demerged Company relating to the Demerged Undertaking which may accrue or arise after the appointed date but which related up to the date immediately preceding the Appointed Date;
- 1.4.2.2.Specific loans and borrowings raised, incurred and / or utilized solely for the activities or operation of the Demerged Company in relation to the Domestic Business;
1.4.2.3.Liabilities other than those referred in clauses 1.4.2.1 and 1.4.2.2 above and not directly relatable to the Domestic Business, being the amounts of general or multipurpose borrowings of the Demerged Company as stand in the same proportion which the value of the assets transferred under this clause of Domestic Business bears to the total value of the assets of the Demerged Company immediately before the Appointed Date.
1.4.3. Without prejudice to the generality of the above, the Domestic Business shall also include in particular:
1.4.3.1.All assets and properties including land, building, plant and machinery, capital work in progress, equipment, furniture and fixture, vehicles, computers, electrical installations and any other fixed asset in relation to the Domestic Business;
1.4.3.2.All current assets, inventory, stock-in-trade, account receivables, loans and advances, prepaid expenses and other assets in relation to the Domestic Business;
1.4.3.3.Cash and cash equivalents, bank balances and bank accounts relating to the Domestic Business including fixed deposits;
1.4.3.4.Security deposits, advances, earnest monies, balances, advance lease rentals or other payments made to or received from the lessors or suppliers or service providers in relation to the Domestic Business and includes deposits and balances with Government, Semi-Government, local and other authorities and bodies, including all tax balances or balances with any tax authority or other statutory body pertaining to the Domestic Business, customers and other persons earnest moneys and/or security deposits paid or received by Arshiya in connection with the Domestic Business;
1.4.3.5.All agreements (including but not limited to agreements with respect to immoveable properties by way of lease, license and business arrangements), rights, contracts, entitlements, permits, licenses, registrations, insurance policies, approvals, consents, engagements, arrangements, subsidies, concessions, exemptions and all other privileges and benefits of every kind, nature and description whatsoever (including but not limited to benefits of tax relief including under the Income-tax Act, 1961 such as credit for advance tax, taxes deducted at source, etc., unutilized deposits or credits, benefits under the VAT/ Sales Tax law / Goods and Services Tax (GST), VAT / sales tax set off, unutilized deposits or credits, benefits of any unutilized MODVAT / CENVAT / Service tax / GST credits, etc.) relating to the Domestic Business;
1.4.3.6.Investments, held by Arshiya in ARIL;
1.4.3.7.All permanent employees of Arshiya excluding those who are engaged in relation to the Remaining Business;
1.4.3.8.All records, files, documents, reports, papers, computer programs, manuals, data catalogues, quotations, sales and advertising materials, list of present and former customers and suppliers, customer credit information, customer pricing information and other records, whether in physical form or electronic form in connection with or relating to the Domestic Business;
1.4.3.9.All intellectual property (if any)including but not limited to technical know-how, assignment of trademarks and other related rights, title and interest vested thereto rights owned or licensed, records, files, papers, data and documents in the name of Arshiya and in relation to the Domestic Business, Brand name and domain name;
1.4.3.10.All pending litigations or proceedings filed by or against the Demerged Company pertaining to the Domestic Business;
1.4.3.11.All loans and cash credit facilities availed of by the Demerged Company for the purposes of the Domestic Business and other liabilities incurred in connection therewith;

Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Domestic Business or whether it arises out of the activities or operations of the Domestic Business shall be decided by mutual agreement between Arshiya and ARIL. Further, it is clarified that the Optionally Convertible Redeemable Preference Share – I ('OCRPS-I') issued by Arshiya does not relate to Domestic Business and unless converted into equity shares on or before the Record Date, no additional / proportionate consideration shall be payable to its holders pursuant to this Scheme becoming effective. However, any Corporate Action relating to the Outstanding OCRPS-I shall be kept in abeyance till the last date upto which the option for conversion is exercisable.

The expressions which are used in this Scheme and not defined in this Scheme shall, unless repugnant or contrary to the context or meaning hereof, have the same meaning ascribed to them under the Act and other applicable laws, rules, regulations, bye-laws, as the case may be, or any statutory modification or re-enactment thereof from time to time.

1.5. "Effective Date" means the last of the dates, if applicable, on which the certified or authenticated copy of the order(s) sanctioning the Scheme passed by the National Company Law Tribunal ("NCLT") of Judicature at Mumbai, is filed with the Registrar of Companies, Mumbai. This date in only drawn to capture references to all transactions undertaken between the Appointed Date and date of filing of the NCLT order with Registrar of Companies ("ROC"). Thus, the same is not to be construed as the effective date for the purpose of Section 232(6) of the Act.
1.6. "Governmental Authority" or "Appropriate Authority" means any applicable central, state or local government, legislative body, regulatory or administrative authority, agency or commission or any court, tribunal, board, bureau, instrumentality, judicial or arbitral body having jurisdiction over the territory of India.
1.7. "National Company Law Tribunal" or "NCLT" or "Tribunal" means the competent authority under the provisions of Sections 230 to 232 and other applicable provisions of the Act and specifically refers to the National Company Law Tribunal, Mumbai Bench in respect of Arshiya and ARIL having their registered offices located in Mumbai, Maharashtra.
1.8. "Record Date" means the date to be fixed jointly by the Board ofDirectors ofDemerged and Resulting Company for the purposes of determining the shareholders of Arshiya to whom shares would be issued in accordance with Clause 7 of this Scheme.
1.1. "Remaining Business" or "Remaining Business of Arshiya" shall mean all undertakings, businesses, activities and operations including assets and liabilities of Arshiya pertaining to the FTWZ business and excludes the Domestic Business.
1.2. "Resulting Company" or "ARIL" means Arshiya Rail Infrastructure Limited a Company incorporated under the Companies Act, 1956 and having its registered office at 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400 018.
1.3. "Scheme" means this Scheme of Arrangement between Arshiya and ARIL, in its present form and / or with any modifications and amendments thereto made under Clause 22 of this scheme as approved or directed by the Tribunal.

2. DATEOFTAKING EFFECTAND OPERATIVE DATE

This Scheme set out herein in its present form or with any modification(s) and amendment(s) made under Clause 23 of this Scheme duly approved or imposed or directed by the Tribunal shall be effective from the Appointed Date but shall be operative from the Effective Date. Therefore, for all regulatory and tax purposes, the Demerger would have been deemed to be effective from the Appointed Date of this Scheme as per Section 232(6) of the Companies Act 2013. Notwithstanding the above, the accounting treatment to be adopted to give effect to the provisions of the Scheme would be in consonance with Indian Accounting Standards 103 ("IND AS 103") and the mere adoption of such accounting treatment will not in any manner effect the vesting of the Demerged Undertaking from the Appointed Date.

3. SHARE CAPITAL

3.1. The share capital of Arshiya Limited as on 30th April 2018 is as under:

Particulars	Amount (Rs.)
Equity Share Capital
Authorized capital
247,500,000 Equity Shares of Rs 2 each	495,000,000
11,000,000 Preference Shares of Rs. 10 each	110,000,000
Issued, subscribed and fully paid-up
229,716,776 Equity Shares of Rs 2 each	459,433,552
OCRPS – I
57,64,619 OCRPS-I of Rs 10 each	5,76,46,190

Subsequent to 30th April 2018, there has been no change in the authorized, issued and paid up share capital of Arshiya Limited.

3.2. The share capital of the Resulting Company as on 30th April 2018 is as under:

Particulars	Amount (Rs.)
Equity Share Capital
Authorized capital
45,000,000 Equity Shares of Rs.10 each	450,000,000
Issued, subscribed and fully paid-up
42,384,417 Equity Shares of Rs. 10 each fully paid-up	423,844,170

Subsequent to 30th April 2018, there has been no change in the authorized, issued and paid up share capital of Resulting Company.

PART II

UTILISATIONOF SECURITIES PREMIUM

4. UTILISATION OF SECURITIES PREMIUM OF DEMERGED COMPANY AND RESULTING COMPANY

4.1. It is proposed to write off the aggregate of the balance in Profit and Loss Account as on Appointed Date and the excess of assets over liabilities as provided under clause 8.1.3 ('Arshiya Aggregate Book Losses), against the securities premium account of Arshiya.
4.2. It is also proposed to write off the balance in Profit and Loss Account and any excess of consideration over net assets acquired as provided under clause 8.2.4 as on Appointed Date ('ARIL Book Losses'), against the securities premium account of ARIL.
4.3. Consequent upon the re-organization / utilization of securities premium, as mentioned in clause 4.1 and 4.2 above, the Arshiya Aggregate Book Losses and ARIL Book Loss as on Appointed Date shall be reduced to NIL.
4.4. The utilization of Securities Premium as aforesaid of Arshiya and ARIL respectively, shall be effected as an integral part of and in terms of this Scheme in accordance with the provisions of Section 230(2)(a) and shall constitute sufficient compliance in terms of Section 52 and Section 66 of the Companies Act, 2013 without carrying out separate compliance thereof. Further, the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. Accordingly, the order of the Tribunal sanctioning the Scheme shall be deemed to be an order under Section 66 of the Act as well as other applicable provisions of Companies Act 2013 confirming the reduction of share capital pursuant to utilization of the securities premium as aforesaid.
4.5. The accounting effect of the above sub-clauses shall be directly given in the balance sheet of Arshiya and ARIL respectively.
4.6. The utilization of securities premium as aforesaid of Arshiya and ARIL as envisaged in the Scheme shall not affect or impair in any manner the rights and interests of any of the creditors of Arshiya or ARIL, since Arshiya and ARIL shall, post such reduction, continue to be in a position to honor the dues of their respective creditors. Therefore, Arshiya and ARIL seeks liberty of the NCLT for dispensation of words "and reduced" to be added as suffix to its name, as contemplated in Section 66 (2) and 66 (3) of the Act.

PART – III

DEMERGEROF DOMESTIC BUSINESS UNDERTAKING

5. TRANSFER AND VESTING OF THE DOMESTIC BUSINESS UNDERTAKING

On or after the Effective Date and subject to the provisions of this Scheme and with effect from the Appointed Date, the Domestic Business Undertaking (including all the estate, assets, rights, claims, title, interest and authorities including accretions and appurtenances of the Domestic Business Undertaking) pursuant to the provisions of Sections 230 to 232 and with other applicable provisions of the Act shall stand transferred to and vested in or deemed to be transferred to and vested in the Resulting Company, as a going concern without any further act, deed, matter or thing in the following manner:

5.1. Assets

5.1.1. The whole of the Domestic Business Undertaking shall without any further act, deed, matter or thing, stand transferred to and vested in and / or be deemed to be transferred to and vested in the Resulting Company so as to vest in the Resulting Company all rights, title and interest pertaining to the Domestic Business Undertaking;

5.1.2. All assets, investments, right, title or interest acquired by the Demerged Company after the Appointed Date but prior to the Effective Date in relation to the Domestic Business Undertaking shall also, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Resulting Company upon the Effective date pursuant to the provisions of Sections 230 to 232 and with other applicable provisions of the Act; and
5.1.3. All the movable assets of the Domestic Business Undertaking and the assets which are otherwise capable of transfer by physical delivery or endorsement and delivery, including cash in hand, shall be so transferred to the Resulting Company and deemed to have been physically handed over by physical delivery or by endorsement and delivery, as the case may be, to the Resulting Company to the end and intent that the property and benefit therein passes to the Resulting Company with effect from the Appointed Date. Such delivery and transfer shall be made on a date mutually agreed upon between the Demerged Company and the Resulting Company. However such date of delivery shall be such date as may be mutually agreed upon by the Demerged Company and the Resulting Company.
5.1.4. Pursuant to the Effective Date and with effect from the Appointed Date, all immovable property (including as per Schedule I to this scheme), whether freehold or leasehold,(including but not limited to land, buildings, offices, factories, sites and any other immovable property, including accretions and appurtenances) relating to the Domestic Business Undertaking of the Demerged Company, and any document of title, rights, interest and easements in relation thereto shall stand transferred to and be vested in the Resulting Company, without any act or deed to be done by the Demerged Company and/ or the Resulting Company and/or any other Appropriate Authority. The Resulting Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes and charges and fulfil all obligations, in relation to or applicable to such immovable properties. The mutation and/ or substitution of the title to the immovable properties shall be made and duly recorded in the name of the Resulting Company by the appropriate governmental authorities and third parties pursuant to the sanction of the Scheme by the Tribunal and upon the Effective Date in accordance with the terms hereof without any further act or deed on part of theDemerged Company and/ or the Resulting Company. It is clarified that the Resulting Company shall be entitled to engage in such correspondence and make such representations as may be necessary for the purposes of the aforesaid mutation and/or substitution.

5.2. Contracts

5.2.1. All contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature in relation to the Domestic Business Undertaking to which the Demerged Company is a party or to the benefit of which the Demerged Company may be eligible, and which are subsisting or have effect immediately before the Effective date, shall continue in full force and effect against or in favour of, as the case may be, the Resulting Company in which the Domestic Business Undertaking vests by way of demerger hereunder and may be enforced as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party or beneficiary or obligee thereto or thereunder; and
5.2.2. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Domestic Business Undertaking occurs by virtue of this Scheme itself, the Resulting Company may, at any time after the Effective date in accordance with the provisions hereof, if so required under any law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement to which the Demerged Company is a party or any writings as may be necessary in order to give formal effect to the provisions of this Scheme. The Resulting Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Demerged Company in relation to the Domestic Business Undertaking and to carry out or perform all such formalities or compliances referred to above on the part of the Demerged Company to be carried out or performed.

5.3. Liabilities

5.3.1. All debts, liabilities, contingent liabilities, duties and obligations of every kind, nature and description of the Domestic Business Undertaking shall also, under the provisions of Sections 230 to 232 and all other applicable provisions, if any, of the Act, without any further act or deed, be transferred to or be deemed to be transferred to the Resulting Company, so as to become from the Appointed Date the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, contingent liabilities, duties and obligations have arisen in order to give effect to the provisions of this sub-clause;
5.3.2. Where any of the loans raised and used, liabilities and obligations incurred, duties and obligations of the Demerged Company as on the Appointed Date deemed to be transferred to the Resulting Company, have been discharged by the

Demerged Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Resulting Company; and

5.3.3. All loans raised and used and all liabilities and obligations incurred by the Demerged Company for the operations of the Domestic Business Undertaking with prior approval of the Resulting Company after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the Resulting Company and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to and be deemed to be transferred to the Resulting Company and shall become the debts, liabilities, duties and obligations of the Resulting Company which shall meet, discharge and satisfy the same.

5.4. Licenses and Permissions

Any statutory licenses, permissions or approvals or consents held by the Demerged Company required to carry on operations of the Domestic Business Undertaking shall stand vested in or transferred to the Resulting Company without any further act or deed, and shall be appropriately mutated by the statutory authorities concerned therewith in favour of the Resulting Company and the benefit of all statutory and regulatory permissions, environmental approvals and consents, registration or other licenses, and consents shall vest in and become available to the Resulting Company as if they were originally obtained by the Resulting Company. In so far as the various incentives, subsidies, rehabilitation schemes, special status and other benefits or privileges enjoyed, granted by any Governmental Authority or by any other person, or availed of by the Demerged Company relating to the Domestic Business Undertaking, are concerned, the same shall vest with and be available to the Resulting Company on the same terms and conditions as applicable to the Demerged Company, as if the same had been allotted and/or granted and/or sanctioned and/or allowed to the Resulting Company.

PART – IV

REMAINING BUSINESS

6. REMAINING BUSINESS OF THE DEMERGED COMPANY

6.1. The Remaining Business of the Demerged Company and all other assets, liabilities, incentives, rights and obligations pertaining thereto shall continue to be vested in and managed by the Demerged Company in the manner as provided below.
6.2. All legal and other proceedings including any insurance claims by or against the Demerged Company under any statute, whether pending on the Appointed Date or which may be instituted in future, whether or not in respect of any matter arising before the Effective date and relating to the Remaining Business of the Demerged Company (including those relating to any property, right, power, liability, obligation or duty, of the Demerged Company in respect of the Remaining Business of the Demerged Company) shall be continued and enforced by or against the Demerged Company.
6.3. With effect from the Appointed Date:
6.3.1. The Demerged Company shall be deemed to have been carrying on and to be carrying on all business and activities relating to the Remaining Business of the Demerged Company for and on its own behalf;
6.3.2. The Demerged Company may enter into such contracts as the Demerged Company may deem necessary in respect of the Remaining Business;
6.3.3. All profits accruing to the Demerged Company thereon or losses arising or incurred by it relating to the Remaining Business of the Demerged Company shall, for all purposes, be treated as the profits, or losses, as the case may be, of the Demerged Company;
6.3.4. All assets and properties acquired by the Demerged Company in relation to the Remaining Business on and after the Appointed Date shall belong to and continue to remain vested in the Demerged Company; and
6.3.5. All liabilities (including contingent liabilities) loans, debts (whether secured or unsecured) raised or incurred, duties and obligations of every kind, nature and description whatsoever and howsoever arising or accruing in relation to the Remaining Business shall belong to and continue to remain vested in the Demerged Company.

CONSIDERATION AND ACCOUNTING TREATMENT

7. CONSIDERATION

7.1. In consideration of the transfer and vesting of the Demerged Undertaking in accordance with the provisions of this Scheme, the paid-up share capital of the Resulting Company shall be increased in the manner set out in this Clause.
7.2. Upon the Scheme becoming effective and in consideration of the demerger including the transfer and vesting of the Demerged Undertaking in the Resulting Company, the Resulting Company shall, without any further application or deed, for every 2 (two) fully paid-up equity shares of the Demerged Company, issue and allot to each member of the Demerged Company whose name appears in the register of members of the Demerged Company as on the Record Date or to his/her heirs, executors, administrators or the successors-in-title, as the case may be, subject to the provisions of Clause 7.4 below, 1 (one) fully paid-up equity share of Rs 2 each, of the Resulting Company ('New Equity Shares').
7.3. In case of any member's shareholding in the Demerged Company is such that such member becomes entitled to a fraction of 1 (one) equity share of the Resulting Company, the Resulting Company shall not issue fractional share certificate to such member and shall consolidate such fractions and issue the consolidated shares to a trustee nominated by the Board of Directors of the Demerged Company in that behalf, who shall sell such shares and distribute the net sale proceeds (after deduction of expenses incurred) to such members in proportion to their respective fractional entitlements. During consolidation of fractional shares, if the sum of fractional shares is not a whole integer, the Resulting Company shall issue such additional fractional share to the trustee, such that the total shares so issued shall be rounded off to the next whole integer. The issue of fractional share by the Resulting Company to the Trustee, shall form an integral part of the consideration to be paid under the Scheme and that no separate process as may be applicable under the Applicable Law, to that extent, shall be required to be followed by the Resulting Company.
7.4. The New Equity Shares issued in terms of clause 7.2 above, shall be listed and / or admitted to trading on the relevant stock exchange/s in India where the equity shares of the Demerged Company are listed and / or admitted to trading.
7.5. Upon the Scheme coming to effect, the shares to be allotted to the members of the Demerged Company by the Resulting Company shall be listed and / or admitted to trading on the relevant stock exchange/s in India where the equity shares of the Arshiya are listed and / or admitted to trading as on effective date. Accordingly, the Resulting Company shall take steps for listing simultaneously on all such stock exchange(s) within a reasonable period of the receipt of the final NCLT order sanctioning the Scheme. The Resulting Company shall make necessary applications with the provisions of Applicable Laws, including, as applicable, the provisions of SEBI Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015, SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, SEBI Circular No. CFD/DIL3/CIR/2017/105 dated September 21, 2017, SEBI Circular No. CFD/DIL3/CIR/2018/2 dated January 03, 2018 and as amended from time to time. The equity shares allotted pursuant to this Scheme shall remain frozen in the depositaries system till relevant directions in relation to listing / trading are provided by the stock exchanges. The Resulting Company shall apply to Securities and Exchange Board of India through Stock Exchange for seeking relaxation under Section 19(2)(b) of Securities Contract (Regulation) Rules, 1957.
7.6. The New Equity Shares of the Resulting Company to be issued to the members of the Demerged Company pursuant to Clause 7.2 above shall be subject to the memorandum and articles of association of the Resulting Company and shall rank pari-passu in all respects, including dividend, with the existing equity shares of the Resulting Company.
7.7. The issue and allotment ofNew Equity Shares by the Resulting Company, to the shareholders ofDemerged Company as provided in Clause 7.2 is an integral part of the Scheme and shall be deemed to have been carried out as if the procedure laid down under Section 62(1)(c) of the Act and all other relevant Rules, Regulations and Laws for the time being in force were duly complied with.
7.8. Upon the scheme becoming effective, the existing equity shares held by the Demerged Company or its nominee in the Resulting Company shall stand cancelled, extinguished and annulled and from the Effective Date. The cancellation, as aforesaid, which amounts to reduction of share capital of the Resulting Company, shall be effected as an integral part of this Scheme itself in accordance with the provisions of Section 66 of the Act and the order of the Tribunal sanctioning the scheme shall be deemed to be also the order under Section 66 of the Act for the purpose of confirming the reduction. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital. Notwithstanding the reduction as aforesaid, the Resulting Company shall not be required to add "and reduced" as suffix to its name and the Resulting Company shall continue in its existing name.

8. ACCOUNTING TREATMENT

The Demerged Company and the Resulting Company shall account for the Scheme in their respective books / financial statements in accordance with applicable Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time including as provided herein below:

8.1. ACCOUNTING TREATMENT IN THE BOOKS OF DEMERGED COMPANY

8.1.1. Upon the Scheme becoming effective, the value of assets, liabilities, profits/losses or reserves pertaining to the Demerged Undertaking of the Demerged Company as appearing in the books of accounts of the Demerged Company are to be transferred to the Resulting Company in terms of clause 2 of this Scheme and shall be reduced from the respective book value of assets and liabilities of the Demerged Company.
8.1.2. Inter-company balances and investments (including Demerged Company's investment in Resulting Company), if any, between Demerged Company and the Resulting Company shall stand cancelled. Further, any receivables or payables, which pertains to the Demerged Undertaking, arising thereon between the Demerged Company and the Resulting Company, inter-corporate loans or balances pertaining to the Demerged Undertaking as arising between the Demerged Company and the Resulting Company or vice-versa shall also stand nullified upon the Scheme becoming effective and the Demerged Company shall pass necessary entries in its books of accounts;
8.1.3. The excess of assets over liabilities transferred under clause 8.1.1 and after giving effect to clause 8.1.2 above shall be adjusted against Retained Earnings. In case of deficit, the same shall be credited to capital reserve.
8.1.4. Notwithstanding the above, the Board of Directors of the Demerged Company are authorized to account for any of these balances in any manner whatsoever, as may be deemed fit, in accordance with accounting principle generally accepted in India, including the Indian Accounting Standards (IND AS) specified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) (Amendment) Rules, 2016.

8.2. ACCOUNTING TREATMENT IN THE BOOKS OF THE RESULTING COMPANY

Upon the Scheme coming into effect and with effect from the Effective Date:

8.2.1. The Resulting Company shall record all assets and liabilities of the Demerged Undertaking vested in it pursuant to this Scheme, at the respective values thereof, as appearing in the books of account of the Demerged Company with effect from the Effective Date.
8.2.2. Any receivables or payables, which pertains to the Demerged Undertaking, arising thereon between the Demerged Company and the Resulting Company, inter-corporate loans or balances pertaining to the Demerged Undertaking as arising between the Demerged Company and the Resulting Company or vice-versa shall also stand nullified upon the Scheme becoming effective and the Resulting Company shall pass necessary entries in its books of accounts;
8.2.3. Upon cancellation of the shares held by the Demerged Company in the Resulting Company, the Resulting Company shall debit to its equity share capital account, the aggregate face value of existing equity shares held by the Demerged Company, which stands cancelled hereof. Further, the Resulting Company shall credit the aggregate face value of the new equity shares issued by it to the members of the Demerged Company pursuant to this Scheme to the share capital account in its books of accounts;
8.2.4. The surplus / deficit arising on recording of the assets and liabilities as per clause 8.2.1 and 8.2.2 over the shares cancelled and consideration recorded as per clause 8.2.3 above shall be transferred to Capital Reserve / Goodwill in the balance sheet of the Resulting Company;
8.2.5. In case of any differences in accounting policies between the Resulting Company and the Demerged Company, the impact of such differences shall be quantified and adjusted in accordance with the applicable accounting principles;
8.2.6. To the extent there are any obligations of the Resulting Company towards the Demerged Undertaking, the obligations in respect thereof shall come to an end and corresponding effect shall be given in the books of account of the Resulting Company.
8.2.7. All costs and expenses incurred by the Resulting Company in connection with the Scheme and to put it into operation and any other expenses or charges attributable to the implementation of the Scheme shall be debited to the profit & loss account of the Resulting Company. However, costs pertaining to issue of equity shares shall be directly debited to the reserves of the Resulting Company.
8.2.8. Notwithstanding the above, the Board of Directors of the Resulting Company are authorized to account for any of these balances in any manner whatsoever, as may be deemed fit, in accordance with accounting principle generally accepted in India, including the Indian Accounting Standards (IND AS) specified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) (Amendment) Rules, 2016.

PART VI

GENERAL TERMS & CONDITIONS

9. RECLASSIFICATION OFAUTHORISED SHARE CAPITAL

9.1. Upon the Scheme being effective, the Authorised Share Capital of the Resulting Company existing on the Effective Date, without any further application, act, instrument or deed, shall be reclassified from equity shares of face value of Rs 10/- each into corresponding number of equity shares of face value of Rs. 2/- each.
9.2. Consequent upon the reclassification of Authorised Share Capital under Clause 9.1 above and upon the Scheme being effective, Clause V of the Memorandum of Association of the Company (relating to the Authorised Share Capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended pursuant to Sections 13, 14, 61 and 230-232 and other applicable provisions of the Act.
9.3. It is hereby clarified that for the purposes of clause 9.2 above, the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting the above reclassification in Authorised Share Capital of the Resulting Company, and no further resolution would be required to be separately passed. Upon the Scheme being effective, the Company shall file necessary form for the reclassification of the Authorised Share Capital with the Registrar of Companies, Mumbai. Further, there would be no requirement for any further payment of stamp duty and/or fee (including registration fee) by the Company for the reclassification to the Authorised Share Capital.

10. TAXASPECTS

It is intended that this Scheme will be in compliance with the conditions relating to "Demerger" as specified under Section 2(19AA) and Section 72A(4) of the Income-tax Act, 1961 such that:

10.1. The transfer of the Domestic Business Undertaking will be on a going concern basis with effect from the Appointed Date.
10.2. Subjectto clause 10.1 above, if any terms or provisions of the Scheme is/are inconsistent with the provisions of Section 2(19AA) and Section 72A(4) of the Income-tax Act, 1961, the provisions of Section 2(19AA) and Section 72A(4) of the Income-tax Act, 1961 shall prevail and the Scheme shall stand modified to the extent necessary to comply with Section 2(19AA) and Section 72A(4) of the Income-tax Act, 1961 as on the Appointed Date; such modification shall not affect other parts of the Scheme. Upon the Effective Date, the Demerged Company and the Resulting Company are expressly permitted to file / revise their income-tax, service tax, GST, value added tax, withholding tax and other statutory returns, notwithstanding that the period for filing / revising such returns may have lapsed. Each of the Demerged Company and the Resulting Company are expressly permitted to amend tax deduction at source and other statutory certificates and shall have the right to claim refunds, advance tax credits, set offs and adjustments relating to their respective incomes / transactions from the Appointed Date.

11. LISTING AGREEMENT AND SEBI COMPLIANCE

11.1. Since the Demerged Company is listed company, this scheme is subject to the compliances by the Demerged Company of all requirements under the Listing Regulations and all statutory directives of the Securities Exchange Board of India ('SEBI') through its circulars insofar as they relate to sanction and implementation of the scheme.
11.2. The Demerged Company in compliance with Listing Regulations shall apply for the "Observation Letter" to BSE and NSE where its shares are listed.
11.3. The Demerged Company shall also comply with the directives of SEBI contained in circular no CFD/DIL3/CIR/2017/21 dated March 10, 2017 (as amended from time to time) issued by SEBI in terms of Regulations 37 of the Listing Regulations.

12. LISTING OF EQUITY SHARES OF RESULTING COMPANY

12.1. Scheme of Demerger is in conformity with the requirements as laid down in sub-rule 19(7) of Securities Contract (Regulation) Rules, 1957 and in terms of the said sub-rule after allotment of New Equity Shares in Resulting Company, Resulting Company shall comply with relevant provisions under SEBI Regulations, as may be applicable in relation to listing of shares allotted, simultaneously on all stock exchanges where the equity shares of Demerged Company are listed.

Resulting Company shall make application to the SEBI in terms of Rule 19(7) of Securities Contract (Regulation) Rules, 1957 for listing of equity shares at all the stock exchanges where the equity shares of Demerged Company are listed on the Appointed Date without complying with the requirements of Rule 19(2)(b) of Securities Contract (Regulation) Rules, 1957.

ARIL shall enter into such arrangements and give such confirmations and / or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the aforesaid stock exchanges. On such formalities being fulfilled, the stock exchanges shall list and / or admit such New Equity Shares also for the purpose of trading. The New Equity Shares allotted by ARIL, pursuant to this Scheme, shall remain frozen in the depositories system till the listing / trading permission is given by the BSE.

13. APPROVAL OF SCHEME BY PUBLIC SHAREHOLDERS

13.1. The Approval to this Scheme of Arrangement shall be obtained from the shareholders of the Demerged Company i.e. Arshiya in accordance with SEBI circular no CFD/DIL3/CIR/2017/21 dated March 10, 2017 (as amended from time to time) issued by SEBI in terms of Regulations 37 of the Listing Regulations.
13.2. The Scheme shall be acted upon only if the votes cast by the public shareholders in favor of the proposal are more than the number of votes cast by the public shareholders against it.

14. SECURITY

14.1. The transfer and vesting of the Demerged Undertaking as aforesaid shall be subject to the existing securities, charges, mortgage and other encumbrances if any, subsisting over or in respect of the property and assets or any part thereof to the extent that such securities, charges, mortgages, encumbrances are created to secure the liabilities forming part of the Demerged Undertaking. It is agreed by and between the Demerged Company and the Resulting Company, that pursuant to the demerger, necessary steps shall be taken in order to effect the change/ modification of charges, if any, in the records of the Registrar of Companies.
14.2. It is clarified that unless otherwise determined by the Board of Directors of the Resulting Company, in so far as the assets comprising the Demerged Undertaking are concerned the security or charge relating to loans or borrowings of the Demerged Company, in relation to the Demerged Undertaking, shall without any further act or deed continue to relate to the said assets only after the Appointed Date and the said assets shall not relate to or be available as security in relation to any other borrowings of the Demerged Company;
14.2.1. Similarly, the security or charge relating to loans or borrowings of the Demerged Company, in relation to the Demerged Undertaking, shall continue to relate to the said assets only after the Appointed Date and shall not relate to or be available as security in relation to any other borrowings of the Resulting Company and vice-versa;
14.3. The other assets of the Demerged Company shall not relate to or be available as security in relation to the said borrowings of the Demerged Company, in relation to the Demerged Undertaking; and
14.4. The Demerged Company may enter into such alternate arrangements with the lenders pursuant to the release of security as per the provisions mentioned herein.

15. EMPLOYEES

15.1. On and from the Effective Date, all permanent employees relating to the Demerged Undertaking, as were employed by the Demerged Company, immediately before such date, shall become the employees of the Resulting Company with the benefit of continuity of service and without any break or interruption in service. It is clarified that the employees of the Demerged Undertaking, who become employees of the Resulting Company by virtue of this Scheme, shall continue to be governed by the same terms of employment as were applicable to them immediately before the demerger. The Resulting Company undertakes to abide by any agreement/settlement, if any, entered into by the Demerged Company with any of its respective employees thereof. The Resulting Company further agrees that for the purpose of payment of any retrenchment compensation, or any other benefits and incentives, if any, such past services with the Demerged Company shall be taken into account.
15.2. It is expressly provided that, on the Effective Date, the provident fund, gratuity fund, superannuation fund created or any other special fund existing for the benefit of the employees of the Demerged Company, in relation to the Demerged Undertaking shall become the funds of the Resulting Company, for all purposes whatsoever in relation to the administration or operation of such fund(s) or in relation to the obligation to make contributions to the said fund(s) in accordance with the provisions

thereof as per the terms provided in the respective trust deeds, if any, to the end and intent that all rights, duties, powers and obligations of the Demerged Company, in relation to the Demerged Undertaking in relation to such fund(s) shall become those of the Resulting Company. These funds shall, subject to the necessary approvals and permissions and at the discretion of the Resulting Company, either be continued as separate funds of the Resulting Company for the benefit of the employees of the Demerged Undertaking or be transferred to and merged with other similar funds of the Resulting Company. It is clarified that the services of the employees of the Demerged Company, in relation to the Demerged Undertaking shall be treated as having been continuous for the purpose of the said fund(s); and

15.3. With effect from the date of filing of this Scheme with the NCLT and up to and including the Effective Date, the Demerged Company shall not vary or modify the terms and conditions of employment of any of its employees, except with the prior written consent of the Resulting Company.

16. BUSINESS AND PROPERTY IN TRUST

16.1. During the period between the Appointed Date and up to and including the Effective Date:
16.2. The Demerged Company shall be deemed to have been carrying on all the business and activities relating to the Demerged Undertaking and shall be deemed to hold and stand possessed of the entire business and undertakings in relation to the Demerged Undertaking for and on account of and in trust, on behalf of the Resulting Company.
16.3. All the income or profits accruing or arising to the Demerged Company and all costs, charges, expenses or losses incurred by the Demerged Company, in relation to the Demerged Undertaking shall for all purposes of this demerger be treated as the income, profits, costs, charges, expenses and losses of the Resulting Company, as the case may be.
16.4. Any of the rights, powers, authorities, privileges, attached, related or pertaining to the Demerged Undertaking exercised by the Demerged Company shall be deemed to have been exercised by the Demerged Company for and on behalf of, and in trust for and as an agent of the Resulting Company; and
16.5. The Demerged Company shall carry on the business pertaining to the Domestic Business Undertaking with reasonable diligence and business prudence and shall not alter or diversify business within the Domestic Business Undertaking nor venture into any new business (except for Remaining Business), nor alienate, charge, mortgage, encumber or otherwise deal with the assets or any part thereof except in the ordinary course of business without the prior written consent of the Resulting Company or pursuant to any pre-existing obligation undertaken prior to the date of acceptance of this Scheme by the respective boards of directors of the Demerged Company and the Resulting Company.
16.6. The Demerged Company shall not utilize the profits or income in relation to the Demerged Undertaking for the purpose of declaring or paying any dividend in respect of the period falling on and after the Appointed Date, without the prior written consent of the Resulting Company.
16.7. The Resulting Company shall be entitled, pending the sanction of the Scheme, to apply to the Governmental Authorities or other appropriate forums as may be required under any applicable law, for such consents, approvals and sanctions which the Resulting Company may require.

17. LEGAL PROCEEDINGS

17.1. All legal, administrative and other proceedings, of whatsoever nature pending in any court or before any authority, judicial, quasi-judicial or administrative or any adjudicating authority and/or arising after the Appointed Date and relating to the Demerged Undertaking, or its respective properties, assets, debts, liabilities, duties and obligations shall be continued and/ or enforced until the Effective date by or against the Demerged Company; and from the Effective Date, shall be continued and enforced by or against the Resulting Company in the same manner and to the same extent as would or might have been continued and enforced by or against the Demerged Company, had the Scheme not been made. On and from the Effective Date, the Resulting Company shall have the right to initiate, defend, compromise or otherwise deal with any legal proceedings relating to the Demerged Undertaking, in the same manner and to the same extent as would or might have been initiated by the Demerged Company as the case may be, had the Scheme not been made; and if any suit, appeal or other proceedings relating to the Demerged Undertaking, of whatever nature by or against the Demerged Company be pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of the demerger of the Demerged Undertaking or by anything contained in this Scheme but the proceedings may be continued, prosecuted and enforced by or against the Resulting Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Demerged Company as if this Scheme had not been made.

18. SAVING OF CONCLUDED TRANSACTIONS

The transfer of properties and liabilities and the continuance of proceedings by or against the Resulting Company, as envisaged under this Scheme, shall not affect any transaction or proceedings already concluded by the Demerged Company, in relation to the Demerged Undertaking on or after the Appointed Date till the Effective Date, to the end and intent that the Resulting Company accepts and adopts all acts, deeds and things done and executed by the Demerged Company, in relation to the Demerged Undertaking, as done and executed on behalf of itself.

19. VALIDITYOF EXISTING RESOLUTIONS, ADJUSTMENTS ETC.

All resolutions passed by the Demerged Company so far as they relate to or to be done or caused to be done in relation to the Demerged Undertaking, shall be deemed to have authorized any Director of the Resulting Company or such other person(s) as authorized by any two Directors of the Resulting Company to do all acts, deeds, things as may be necessary to give effect to these Resolutions.

20. DECLARATIONOF DIVIDEND

For the avoidance of doubt, itis hereby declared that nothing in the Scheme shall prevent the Resulting Company from declaring and paying dividends, whether interim or final, to its equity shareholders.

21. APPLICATION TOTHE TRIBUNAL

21.1. The Demerged Company shall and the Resulting Company, if required, shall make applications/ petitions to the NCLT for sanction ofthis Scheme, under Sections 230 to 232 read with Sections 66 and 52 and other applicable provisions of the Act; and
21.2. Any dispute arising out of this Scheme shall be subject to the jurisdiction of the NCLT, Mumbai Bench.

22. MODIFICATION OR AMENDMENTS TO THE SCHEME

The Demerged Company and the Resulting Company (acting through their Board ofDirectors, Committee thereof or any director or any other person authorized by the Board of Directors, Committee thereof to this effect) may assent to any modifications or amendments to this Scheme or to any conditions or limitations that the Tribunal may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by the respective Demerged Company and Resulting Company, including pursuant to the orders of the NCLT and/or any other authorities as they may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for implementing and/or carrying out the Scheme. The Demerged Company and the Resulting Company (acting through their Board of Directors, Committee thereof or any director or any other person authorized by the Board of Directors, Committee thereof to this effect) shall be authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to give effect to this Scheme and to resolve any doubts, difficulties or questions whether by reason of any orders of the Tribunal or of any directions given by any other appropriate authorities or for any reason otherwise arising out of this Scheme and/or any matters concerning or connected herewith.

If any part of the Scheme is held invalid or is ruled illegal by the Tribunal or becomes unenforceable for any reason, whatsoever whether under present or future laws, then it is the intention of the Companies that such part in the opinion of the board of any companies, shall be severable from the remainder of the Scheme and the remaining part of this Scheme shall not be affected thereby, unless the deletion of such part, in the opinion of Board of either of the companies, shall cause this Scheme to become materially adverse to either of the companies in which case companies shall attempt to bring about a modification in this Scheme, which will best preserve the benefits and obligations of this Scheme for companies, including but not limited to such part.

23. EFFECT OFNON-RECEIPT OF APPROVALS

23.1. In case the Scheme is not approved by the Tribunal or any of the approvals or conditions enumerated in the Scheme have not been obtained or complied with, or for any other reason, if this Scheme cannot be implemented, then the board of directors of the Demerged Company and the Resulting Company shall mutually waive such conditions as they consider appropriate to give effect, as far as possible, to this Scheme and failing such mutual agreement, the Scheme shall become null and void and in such event no rights or liabilities whatsoever shall accrue to or be incurred by either the Resulting Company or the Demerged Company and each party shall bear their respective costs, charges and expenses in connection with this Scheme unless otherwise mutually agreed upon.
23.2. If any part of this Scheme hereof is invalid, held illegal by Tribunal, or unenforceable under any present or future laws, then it is the intention of the parties that such part shall be severable from the remainder of the Scheme, and the Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any party, in which case the parties shall attempt to bring about a modification in the Scheme, as will best preserve for the parties the benefits and obligations of the Scheme, including but not limited to such part.

24. COSTS, CHARGES AND EXPENSES

Save and except as provided otherwise, all costs, charges, expenses, taxes including duties, levies in connection with the Scheme and its implementation thereof, and matters incidental thereto, shall be borne by the Demerged Company and the Resulting Company respectively.

Annexure BI

SSE-INFERIAL

July 12, 2019

DCS/AMAL/JR/R37/1530/2019-20

The Company Secretary, Arshiya Limited 302, Level-3, Ceelay House, Shiv Sagar Estate, F-Block. Dr. Annie Besant Road, Worli, Mumbai, Maharashira, 400018

Dear Sir.

Sub: Observation letter regarding the Draft Scheme of Arrangement by Arshiva Limited

We are in receipt of Draft Scheme of Arrangement by Arshiya Limited filed as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated July 12, 2019 has inter alla given the following comment(s) on the draft scheme of arrangement:

"Company shall ensure that additional information, if any, submitted by the Company, after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the fisted company."
"Company shall duly comply with various provisions of the Circulars." ٠
"Company is advised that the observations of SEBI/Stock Exchanges shall be ٠ Incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."
"It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBirstock exchange, Hence, the company is not required to send notice for
representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations."

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
To duly comply with various provisions of the circulars.

In Sght of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon'ble NCLT. Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose Information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

However, the listing of equity shares of Arshiya Rail Infrastructure Limited shall be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 and compliance with the requirements of SEBI circular. No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Further, Arshiya Rail Infrastructure Limited shall comply with SEBI Act, Rules, Ragulations, directions of the SEBI and any other statutory authority and Rules, Byelaws, and Regulations of the Exchange.

Bill: Limited (Farmerly Boothey Stock Exchange Ltd.)
Registered Office: Flopp 25, P.J. Toppin, Data Street, Planthal 600 001 Judit
T: +91 72 2272 (239/35 E. Corp.Commissionerdiz.com) voves britanism
Corporate Wenter Pr

BBE-INTERNAL

The Company shall fulfill the Exchange's criteria for listing the securities of such company and also comply with other applicable statutory requirements. However, the listing of shares of Arshiya Rail Infrastructure Limited is at the discretion of the Exchange. In addition to the above, the listing of
Arshiya Rail Infrastructure Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval and the Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about Arshiya Rail Infrastructure Limited in line with the disclosure requirements applicable for public issues with BSE, for making the same available to the public through the website of the Exchange. Further, the company is also advised to make the same available to the public through its website.
To publish an advertisement in the newspapers containing all the information Arshiya Rail $2.$ Infrastructure Limited in line with the details required as per the aforesaid SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as BSE.
1. To disclose all the material information about Arshiya Rail Infrastructure Limited on a continuous basis so as to make the same public, in addition to the requirements if any, specified in Listing Agreement for disclosures about the subsidiaries.
The following provisions shall be incorporated in the scheme:
The shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange."
"There shall be no change in the shareholding pattern of Arshiya Rail Infrastructure Limited between the record date and the listing which may affect the status of this approval."

Further you are also advised to bring the contents of this letter to the notice of your shareholders, all relevent authorities as deemed fit, and also in your application for approval of the scheme of Arrangement

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be Six Months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its 'No adverse observation' at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read
with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon'ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

D3E-INTERNAL

BSE-NTERNAL

Any service of notice under Section 230 (5) or Suction 66 of the Companies Act 2013 seeking
Exchange's representations or objections if any, would be accepted and processed through the
Listing Centre only and no physica

Yours faithfully. 91

Nijinkumar Pujari Senior Manager

Ref: NSE/LIST/18881_I July 15, 2019

The Company Secretary Arshiya Limited 302, Level-3, Ceejay House, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400018

Kind Attn.: Ms. Savita Dalal

Dear Madam,

Sub: Observation Letter for Scheme of Arrangement between Arshiya Limited and Arshiya Rail Infrastructure Limited

We are in receipt of Scheme of Arrangement between Arshiya Limited ("Demerged Company" or "Arshiya") and Arshiya Rail Infrastructure Limited ("Resulting Company" or "ARIL"). The Scheme of Arrangement provides for Demerger of Domestic Business Undertaking which includes Domestic Warehousing activities (Demerged Undertaking) from Arshiya Limited ("Demerged Company" or "Arshiya") into Arshiya Rail Infrastructure Limited ("Resulting Company" or "ARIL").

Based on our letter reference no Ref: NSE/LIST/18881submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 ('Circular'), SEBI vide letter dated July 12, 2019, has given following comments:

a. The Company shall ensure that additional information, if any submitted by the Company, after filing the Scheme with the Stock Exchange and from the date of the receipt of this letter is displayed on the website of the listed company.
b. The Company shall duly comply with various provisions of the Circular.
c. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT.
d. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/ representations.

This Document is Digitally Signed

Signer: Rajendra P Bhosale Date: Mon, Jul 15, 2019 19:00:11 IST Location: NSE

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the Scheme, itshall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our "Noobjection" in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this "Observation Letter" shall be six months from July 15, 2019, within which the scheme shall be submitted to NCLT.

Yours faithfully, For National Stock Exchange of India Limited

Rajendra Bhosale Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further\_issues.htm

This Document is Digitally Signed

Signer: Rajendra P Bhosale Date: Mon, Jul 15, 2019 19:00:11 IST Location: NSE

Date: 17th November, 2018

To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalai Street, Mumbai - 400 001. Scrip Code: 506074

Ref: Case No. 85922

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed scheme of Arrangement between Arshiya Limited (hereinafter referred to as "Demerged Company" or "Arshiya"), and Arshiya Rail Infrastructure Limited (hereinafter referred to as "Resulting Company" or "ARIL").

This is in continuation to our application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, read with SEBI (Circular No. CFD/DIL3/CIR/2017/21 dated 10th March, 2017 (earlier SEBI Circular No. CIR/CFD/CMD/16/2015 dated 30th November, 2015) ("Circular) and subsequent information/documents sought by you from time to time.

In terms of the provision of the above said circular and as mentioned in our application dated 10th October, 2018 we hereby submit the Complaints Report for the period commencing from 26^th October, 2018 to 16^th November, 2018 stating details of complaints/comments on the Scheme of Arrangement (Annexed hereto as an Annexure - I).

The Complaints Report will also be uploaded on the website of the Company i.e. www.arshiyalimited.com.

Request you to kindly take the same on your record.

For Arshiva Limited

Savita Dalai Conipany Secretary & Compliance Officer

Encl. as above

$Lm$ Mumosi

Arshiya Limited

Regd, Off.: 302, Lavel-3, Ceejay House, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400018, India.
T. +91 22 4230 5500/502 | F: +91 22 4230 5555 | Email: [email protected] | www.arshiyalimited. CIN : L93000MH1981PLC024747

ANNEXURE - I

Complaints Report

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly
2.	Number of complaints forwarded by Stock Exchange	o
3.	Total Number of complaints/comments received (1+2)	٥
4.	Number of complaints resolved	Not Applicable
5.	Number of complaints pending	Not Applicable

Part B

Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
	Not Applicable	Not Applicable	Not Applicable

va Lim

Mumbal

Fox Arshiya Limited

Savita Dalal
Company Secretary & Compliance Officer

bate: 17^th November, 2018

Free Trade Warshousing Zone ! Rail & Rail Infrastructure I Inland Container Depot | Transport And Handling

Date: 14^th May, 2019

To, Manager - Listing Compliance National Stock Exchange of India Limited, 'Exchange Plaza'. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 Scrip Code: ARSHIYA

Ref: Application No. 18881

Arshiya

In terms of the provision of the above said circular and as mentioned in our application dated 10th October, 2018 we hereby submit the Complaints Report for the period commencing from 22^nd April, 2019 to 14^th May, 2019 stating details of complaints/comments on the Scheme of Arrangement (Annexed hereto as an $Annexure - J)$ .

The Complaints Report will also be uploaded on the website of the Company i.e. http://www.arshiyalimited.com/shareholding-information.html.

Request you to kindly take the same on your record.

$IAI$ For Arshiya Limited MUNESA Savita Dalal Company Secretary & Compliance Officer

Arshiya Limited

Regd, Off.: 302, Level-S, Ceejay House, Shiv Sagar Estate, F-Block, Dr. Annie Besent Road, Worli, Mumbai - 400018. India. T: +91 22 4230 5500/502 | F: +91 22 4230 5555 | Email: [email protected] | www.arshiyalimited.com
CN: L93000MHI98IPLC024747

ANNEXURE - J

Complaints Report

Part - A

Sr. No.	Particulars	Number
ı.	Number of complaints received directly	o
Z.	Number of complaints forwarded by Stock Exchange	u
3.	Total Number of complaints/comments received (1+2)	0
4.	Number of complaints resolved	Not Applicable
5.	Number of complaints pending	Not Applicable

Part - B

Sr. No.	Name of complainant	Date of Complaint	Status (Resolved/Pending)
ı.	Not Applicable	Not Applicable	Not Applicable

For Arshiya Limited

Savita Dalal Company Secretary & Compliance Officer

Date: 14th May, 2019

Arshiya Limited

Regd. Off.: 302, Level-3, Casjay House, Shiv Segar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400018. India.
T: +91 22 4230 5500/502 | F: +91 22 4230 5555 | Email: [email protected] | www.arshiyalimited.

Annexure D

Date: 08^th October, 2018

To. The General Manager, Department of Corporate Services, BSE Limited. P.J. Towers, Dalal Street, Mumbai - 400 001.

COMPLIANCE REPORT

It is hereby certified that the draft scheme of arrangement involving Arshiya Limited and Arshiya Rail Infrastructure Limited does not, in any way violate, override or limit the provisions of securities laws or requirements of the Stock Exchange(s) and the same is in compliance with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and this circular, including the following:

SI.	Reference	Particulars
1	Regulations 17 to 27 of LODR Regulations	Corporate governance requirements
$2 -$	Regulation 11 of LODR Regulations	Compliance with securities laws
	Requirements of this circular
(a)	Para (I)(A)(2)	Submission of documents to Stock Exchanges
(b)	Para (I)(A)(2)	Conditions for schemes of arrangement involving unlisted entities
(c)	Para (I)(A)(4) (a)	Submission of Valuation Report*
(d)	Para (I)(A)(5)	Auditors certificate regarding compliance with Accounting Standards
(e)	Para (I)(A)(9)	Provision of approval of public shareholders through e-voting

*Valuation Report is not required since there is no change in the shareholding pattern of the Demerged Company / resultant company.

Savie Dalal Company Secretary

Ajay S Mittal Managing Director

Certified that the transactions / accounting treatment provided in the draft scheme of arrangement involving Arshiya Limited and Arshiya Rail Infrastructure Limited are in compliance with all the Accounting Standards applicable to a listed entity.

S. Maheshwari Chief Financial Officer

Arshiya Limited

Ajay S Mittal Managing Director

Regd. Off.: 302. Level-3, Ceejay House, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Work, Mumbai - 400018. India.
T. +91 22 4230 5500/502 I F: +91 22 4230 5555 I Email: [email protected] I www.arshiyalimited.c CIN : L93000MH1981PLC324747

Date: 23^-4 April, 2019

To. Manager - Listing Compliance National Stock Exchange of India Limited 'Exchange Plaza'. C-1, Block G, Bandra Kurla Complex, Bandra (E). Mumbai - 400 051

COMPLIANCE REPORT

St.	Reference	Particulars
	Requiations 17 to 27 of LODR Regulations	Corporate governance requirements
	Regulation 11 of LODR Regulations	Compliance with securities laws
	Requirements of this circular
(a)	Para (I)(A)(2)	Submission of documents to Stock Exchanges
(b)	Para (I)(A)(2)	Conditions for schemes of arrangement involving unlisted entities
(c)	Para (I)(A)(4) (a)	Submission of Valuation Report*
(d)	Para (II(A)(5)	Auditors certificate regarding compliance with Accounting Standards
(e)	Para (I)(A)(9)	Provision of approval of public shareholders through pnifov-a

*Valuation Report is not required since there is no change in the shareholding pattern of the Demerged Company / resultant company.

Saw Dalal Company Secretary

Arshiva

ANNEXURE IV

Ajay S Mittal Managing Director

Oertified that the transactions / accounting treatment provided in the draft scheme of arrangement involving Arshiya Limited and Arshiya Rail Infrastructure Limited are in compliance with all the Accounting Standards applicable to a listed entity.

Maheshwa'i s

Chief Financial Officer

Arshiya Limited

Ajay S Mittal Managing Director

Regd. Off.: 302. Level 3. Ceejay House, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worll, Mumbai - 400018. India. T. +91 22 4230 5500/502 | F: +91 22 4230 5555 | Email: [email protected] | www.arshiyalimited.com CIN : L93000MH1981PLC024747

$3^c$

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF ARSHIYA LIMITED AT ITS MEETING HELD ON THURSDAY THE 24th DAY OF MAY, 2018 EXPLAINING THE EFFECT OF SCHEMEON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDER

Background:

1. The proposed Scheme of arrangement is between Arshiya Limited ("Demerged company") and Arshiya Rail Infrastructure Limited ("Resulting company") and their respective shareholders and creditors ("Scheme") had been approved by the board of directors of the Demerged Company ("Board") vide the resolution passed at its meeting on May 24, 2018.
1. The provision of Section 230(2)(c) of the Companies Act, 2013 requires the Board to adopt a report explaining effect of the Scheme on each class of Shareholders, Key Managerial Personnel, Promoters and Non-Promoter Shareholders, laying out in particular share exchange ratio and specifying and special valuation difficulties. The said report adopted by the Board is required to be circulated to the shareholders and creditors along with the notice convening the meeting of members/creditors.
1. This report of the Board is accordingly prepared in accordance with the requirements specified under Section 230(3) (c) of the Companies Act, 2013.
1. The following documents were considered by the Board for the purpose of issuing this report:
a. The draft of the Scheme
b. Report by ZADN & Associates, Chartered Accountants in respect of share entitlement ratio.
c. Fairness opinion dated May 28, 2018 provided by the Marchant Banker in respect of the fairness of the share entitlement ratio.
d. Report of the Audit Committee of the Demerged Company, recommending the draft scheme to the Board for approval.
e. Certificate dated 24th day of May, 2018 issued by Chaturvedi & Shah, Chartered Accountants the statutory auditors of the company as required under section 232(3) of the companies Act, 2013 certifying that the accounting treatment in the draft scheme is in accordance with the accounting standards and applicable law.

Report:

1. The Scheme provides for the transfer of the Demerged Undertaking (as defined in the scheme) to the Resulting Company. There will be no change in the shareholding pattern of the Demerged Company.
1. Upon the Scheme becoming effective and in consideration of the demerger including the transfer and vesting of the Demerged Undertaking in the Resulting Company, the Resulting Company shall, without any further application or deed, for every 2 (two) fully paid-up equity shares of the Demerged Company, issue and allot to each member of the Demerged Company whose name appears in the register of members of the Demerged Company as on the Record Date or to his/her heirs, executors, administrators or the successors-in-title, as the case may be, 1 (one) fully paid-up equity share of Rs 2 each, of the Resulting Company ('New Equity Shares').

Effect of the Scheme on the Equity Shareholders (the only class of Shareholders) and promoters, and Non-Promoter Shareholders of the Demerged Company:

1. Basis the share exchange ration mentioned above, the Resulting Company shall issue shares to the shareholders of the Demerged Company in the ratio of 2:1 and the shares held by the Demerged Company in the Resulting Company shall be extinguished.
1. Upon the Scheme coming to effect, the shares to be allotted to the members of the Demerged Company by the Resulting Company shall be listed and / or admitted to trading on the relevant stock exchange/s in India where the equity shares of the Arshiya are listed and / or admitted to trading as on effective date. Accordingly, the Resulting Company shall take steps for listing simultaneously on all such stock exchange(s) within a reasonable period of the receipt of the final NCLT order sanctioning the Scheme.
1. Pursuant to the Scheme, all shareholders of the Demerged Company as on the Record Date (as defined in the scheme) will receive equity shares in the Resulting Company and subsequently, such shareholders of the Demerged Company will hold equity shares in both, the Demerged Company and Resulting Company, it will give such shareholders of the Demerged Company the ability to continue to remain invested in both or either of the Companies, giving them greater flexibility in managing and/or dealing with their investments.
The Scheme is beneficial to the respective shareholders, creditors, employees and all stakeholders of the Demerged Company and Resulting Company. The Scheme is expected to contribute in furthering and fulfilling the objectives of both the companies and in the growth and development of their respective businesses.

Basis the aforesaid, we understand that there will be no adverse effect of the scheme on the equity shareholders, directors, promoters and non-promoter shareholders of the Demerged Company.

Effect of the Scheme on the Directors and Key Managerial personnel of the Demerged Company:

None of the Directors and Key Managerial Personnel of the Demerged Company and their respective relatives have any interest in the scheme except to the extent the (i) equity shares held by them in the Demerged Company and the resulting Company directly or as nominee; and /or (ii) Director(s) are common director(s)in the two companies; and/or (iii) the Director(s), key managerial personnel and their respective relatives are the director(s), partner(s), members(s) and/or beneficiary(ies) of the companies, firms, association of persons, body corporates and/or trust, as the case may be, that hold shares into the Demerged Company/ Resulting Company. There will be no adverse effect of the scheme on the directors and key managerial personnel of the Demerged Company

For Arshiya Limited.

Sd/- Ajay S Mittal Chairman appointed for the meeting

Date: 26th February, 2021 Place: Mumbai

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF ARSHIYA RAIL INFRASTRUCTURE LIMITED AT ITS MEETING HELD ON THURSDAY THE 24th DAY OF MAY, 2018 EXPLAINING THE EFFECT OF SCHEME ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDER

Background:

1. The proposed Scheme of arrangement is between Arshiya Limited ("Demerged company") and Arshiya Rail Infrastructure Limited ("Resulting company") and their respective shareholders and creditors ("Scheme") had been approved by the board of directors of the Demerged Company ("Board") vide the resolution passed at its meeting on May 24, 2018.
1. The provision of Section 230(2)(c) of the Companies Act, 2013 requires the Board to adopt a report explaining effect of the Scheme on each class of Shareholders, Key Managerial Personnel, Promoters and Non-Promoter Shareholders, laying out in particular share exchange ratio and specifying and special valuation difficulties. The said report adopted by the Board is required to be circulated to the shareholders and creditors along with the notice convening the meeting of members/creditors.
1. This report of the Board is accordingly prepared in accordance with the requirements specified under Section 230(3) (c) of the Companies Act, 2013.
1. The following documents were considered by the Board for the purpose of issuing this report:
a. The draft of the Scheme
b. Report by ZADN & Associates, Chartered Accountants in respect of share entitlement ratio.
c. Fairness opinion dated May 28, 2018 provided by the Marchant Banker in respect of the fairness of the share entitlement ratio.
d. Report of the Audit Committee of the Resulting Company, recommending the draft scheme to the Board for approval.
e. Certificate dated 24th day of May, 2018 issued by Chaturvedi & Shah, Chartered Accountants the statutory auditors of the company as required under section 232(3) of the companies Act, 2013 certifying that the accounting treatment in the draft scheme is in accordance with the accounting standards and applicable law.

Report:

1. The Scheme provides for the transfer of the Demerged Undertaking (as defined in the scheme) to the Resulting Company. There will be no change in the shareholding pattern of the Demerged Company.
1. Upon the Scheme becoming effective and in consideration of the demerger including the transfer and vesting of the Demerged Undertaking in the Resulting Company, the Resulting Company shall, without any further application or deed, for every 2 (two) fully paid-up equity shares of the Demerged Company, issue and allot to each member of the Demerged Company whose name appears in the register of members of the Demerged Company as on the Record Date or to his/her heirs, executors, administrators or the successors-in-title, as the case may be, 1 (one) fully paid-up equity share of Rs 2 each, of the Resulting Company ('New Equity Shares').

Effect of the Scheme on the Equity Shareholders (the only class of Shareholders) and promoters, and Non-Promoter Shareholders of the Resulting Company:

1. Basis the share exchange ration mentioned above, the Resulting Company shall issue shares to the shareholders of the Demerged Company in the ratio of 2:1 and the shares held by the Demerged Company in the Resulting Company shall be extinguished.
1. Upon the Scheme coming to effect, the shares to be allotted to the members of the Demerged Company by the Resulting Company shall be listed and / or admitted to trading on the relevant stock exchange/s in India where the equity shares of the Arshiya are listed and / or admitted to trading as on effective date. Accordingly, the Resulting Company shall take steps for listing simultaneously on all such stock exchange(s) within a reasonable period of the receipt of the final NCLT order sanctioning the Scheme.
1. Pursuant to the Scheme, all shareholders of the Demerged Company as on the Record Date (as defined in the scheme) will receive equity shares in the Resulting Company and subsequently, such shareholders of the Demerged Company will hold equity shares in both, the Demerged Company and Resulting Company, it will give such shareholders of the Demerged Company the ability to continue to remain invested in both or either of the Companies, giving them greater flexibility in managing and/or dealing with their investments.
The Scheme is beneficial to the respective shareholders, creditors, employees and all stakeholders of the Demerged Company and Resulting Company. The Scheme is expected to contribute in furthering and fulfilling the objectives of both the companies and in the growth and development of their respective businesses.

Basis the aforesaid, we understand that there will be no adverse effect of the scheme on the equity shareholders, directors, promoters and non-promoter shareholders of the Demerged Company.

Effect of the Scheme on the Directors and Key Managerial personnel of the Resulting Company:

None of the Directors and Key Managerial Personnel of the Resulting Company and their respective relatives have any interest in the scheme except to the extent the (i) equity shares held by them in the Demerged Company and the resulting Company directly or as nominee; and /or (ii) Director(s) are common director(s)in the two companies; and/or (iii) the Director(s), key managerial personnel and their respective relatives are the director(s), partner(s), members(s) and/or beneficiary(ies) of the companies, firms, association of persons, body corporates and/or trust, as the case may be, that hold shares into the Demerged Company/ Resulting Company. There will be no adverse effect of the scheme on the directors and key managerial personnel of the Resulting Company.

For ArshiyaRail Infrastructure Limited.

Sd/- Ajay S Mittal Chairman appointed for the meeting

Date: 26th February, 2021 Place: Mumbai

4th Floor, Shreeniwas House Hazarimal Somani Marg Next to MTNL Exchange Building Fort, Mumbai 400 001. India Tel: +91 22 4973 5451 / 52 / 53

May 24, 2018

To.

The Board of Directors Arshiya Limited (Demerged Company) 302, Ceejay House, Level - 3 Shiv Sagar Estate, F- Block Dr. Annie Besant Road Worli, Mumbai - 400018, India.

To.

The Board of Directors Arshiya Rail Infrastructure Limited (Resulting Company) 302, Ceejay House, Level - 3 Shiv Sagar Estate, F- Block Dr. Annie Besant Road Worli, Mumbai - 400018, India.

Dear Sirs,

Sub: Report on share entitlement ratio for the proposed demerger of Domestic Business Undertaking ('Demerged Undertaking') of Arshiya Limited ('Demerged Company') into Arshiva Rail Infrastructure Limited ('Resulting Company').

We, ZADN & Associates, Chartered Accountants ('We' or 'ZADN' or 'Our' or 'Us'), refer to the Engagement Letter dated May 8, 2018 and related discussions we had with you, wherein the management of Arshiya Limited ('Demerged Company' or 'Arshiya') and Arshiya Rail infrastructure Limited ('Resulting Company' or 'ARIL') (collectively hereinafter referred to as the 'Companies') requested our report on the share entitlement ratio of equity shares of the Resulting Company to be issued to the equity shareholders of the Demerged Company in connection with the proposed demerger of Domestic Business Undertaking ('Demerged Undertaking') of Arshiya Limited on the Record Date as more elaborately defined in the proposed Scheme of Arrangement between Arshiya Limited and Arshiya Rail Infrastructure Limited, under sections 230 to 232 read with section 66 and section 52 and other applicable provisions of the Companies Act, 2013 hereinafter referred to as 'the Proposed Scheme' or 'the Scheme' or 'the Scheme of Arrangement'.

Background:

1.1 Arshiya Limited ('Arshiya' or the 'Demerged Company')

1.1.1 Arshiya Limited is a listed public limited company incorporated on July 3, 1981 under the Companies Act, 1956 bearing CIN - L93000MH1981PLC024747 and its registered office is situated at 302, Level 3, Ceejay House, F - Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai - 400 018. Equity shares of Arshiya are listed on BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE') in India.
1.1.2 Arshiya, is a flagship company of Arshiya Group having interests in the business of developing Free Trade Warehousing Zones ('FTWZs') and Domestic Warehousing Areas ('DWAs') to improve logistics infrastructure in India.
1.1.3 Board of Directors of the Company as on May 12, 2018 are as under:

Name of the Director	Begin Date
Mr. Ashishkumar Bairagra	August 7, 2006
Mr. Ajay Shankarlal Mittal	October 1, 2011
Mr. Shah Pankaj Rishabh	December 31, 2005
Ms. Archana Ajay Mittal	October 25, 2005
Mr. Mukesh Kacker	October 28, 2009
Mr. Savita Kodain	July 10, 2015
Mr. Santosh Mohanial Maheshwari	February 8, 2017

1.1.4 The Authorized, Issued, Subscribed and Paid-up Share Capital of Arshiya as on May 12, 2018 is as under:

Particulars	Amount in INR
Authorised Share Capital:
247,500,000 Equity Shares of Rs. 2/- each	495,000,000
11,000,000 Preference Shares of Rs. 10/- each	110,000,000
Total	605,000,000
Issued, Subscribed and Paid-up Share Capital:
229.716.776 Equity Shares of Rs. 2/- each	459.433.552
5,764,619 Preference Shares of Rs. 10/- each	57,546,190
Total	517.079.742

We are informed that there are no subsequent changes in the capital structure and directors on board.

1.1.5 As stated in the audited financial statements of Arshiya for the year ended March 31, 2017, Arshiya is in financial stress and had exited its corporate debt restructuring during FY16 pursuant to which the lending banks have assigned their financial assets pertaining to Arshiya and its other wholly owned

Strictly Private and Confidential

Œ.

subsidiaries companies including ARIL to Edelweiss Asset Reconstruction Company Limited ('EARC').

1.1.6 Accordingly, EARC has become the secured lender and all the rights, title and interest of lending banks have vested in EARC. Arshiya has entered into Restructuring Agreement with EARC on March 31, 2017 for restructuring its bank dues wherein the debt is segregated between Restructured Rupee Loan which will carry interest of 10% p.a. and the restructured loans are payable over 7 years tenure and balance loan is to be converted by issuance of equity shares and Optionally Convertible Redeemable Preference Shares ('OCRPS') which may be converted into equity shares at the option of the holder at any time within 18 months from the date of issue of OCRPS.
1.1.7 As represented by the management, below table describes the number of OCRPS issued by Arshiya to EARC and their as on date conversion status:

Particulars.	No of OCRPS issued.	Maximum No.of Equity shares to be alloted upon conversion of OCRPS	Allotment of equity No. of OCRPS shares pursuant to converiosn of CCRPS	outstanding as on date	Balance allotment of equity shares
Eanas I - OCRPS	8.423.329	5.485.554	588,038	5.764.619	13,897.516
Series II - OCRPS	1.310,000	2.382.392	2.382.392
Series III - OCRPS	870,000	4,764,785	4.764.785
Series N - OCRPS	2.140.000	4,764,785	4.764.785
Total	10.743.329	27.397.516	13,500,000	5,764,619	13,897.516

As per clause 1.4.3 of the Proposed Scheme, it is clarified that the OCRPS issued by Arshiya does not relate to Domestic Business and accordingly, no additional / proportionate consideration shall be payable to its holders upon the Proposed Scheme becoming effective. However, any Corporate Action relating to the outstanding Series 1 - OCRPS shall be kept in abeyance till last date upto which the option for conversion is exercisable. Further, in case if there is change in any parameters or facts or any assumptions stated in this report, the report will undergo a change to the extent required.

In reference to above, management informed that if the said Series 1 - OCRPS is converted into equity shares on or before the Record Date, they will receive the equity shares of ARIL as per share entitlement report, otherwise, said Series 1 -OCRPS shall continue to be in the books of Arshiya not affecting the identical equity shareholding being created pursuant to Proposed Scheme. Further, we understand from the management that there are no on-going discussions with any other lender(s) for issuance of equity shares / convertible instrument and conversion of convertible instruments other than outstanding 5,764,619 Series 1 - OCRPS held by EARC.

1.2 Arshiya Rail Infrastructure Limited ('ARIL' or the 'Resulting Company')

1.2.1 ARIL is a unlisted public company incorporated on April 7, 2008 under the Companies Act, 1956 bearing CIN - U93000MH2008PLC180907 and its

registered office is situated at 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai - 400 018.

1.2.2 ARIL is currently engaged in the business of providing Private Freight Terminal (PFT) and Rail Transportation Services (Rail). ARIL is also engaged in container train business and holding Category - I license which allows ARIL to operate on Indian Rail network on pan India basis both domestic and exim traffic.
1.2.3 Board of Directors of the Company as on May 12, 2018 is as under:

Name of the Director	Begin Date
Mr. Ashishkumar Bairagra	January 16, 2010
Mr. Navnit Jugal Kishore Choudhary	January 15, 2013
Mr. Shah Pankaj Rishabh	March 27, 2015

1.2.4 The Authorized, Issued, Subscribed and Paid-up Share Capital of ARIL as on May 12, 2018 is as under:

Particulars	Amount in INR
Authorised Share Capital:
45,000,000 Equity Shares of Re.10/- each	450,000,000
Total	450,000.000
Issued, Subscribed and Paid-up Share Capital:
42,384,417 Equity Shares of Re. 10/- each	423.844.170
Total	423.844.170

We are informed that there are no subsequent changes in the capital structure and directors on board. As per clause 9 of the Proposed Scheme, pursuant to and upon the Proposed Scheme becoming effective, it is proposed that Authorised Share Capital of ARIL, without any further application, act, instrument or deed, shall be reclassified to 22,50,00,000 Equity Shares of Rs. 2/- each.

1.2.5 As on date, ARIL is a wholly owned subsidiary of Arshiya Limited as the entire paid up equity share capital is held by Arshiya and its nominees.
1.2.6 Management of ARIL informed that currently there are no OCRPS holders in ARIL and there are no on-going discussions with any lenders for issuance of equity shares / convertible instruments.
1.2.7 The management of Arshiya Group has informed that as part of the overall group reorganization, the management has filed a Scheme of Amalgamation of Arshiva Industrial & Distribution Hub Limited ('AIDHL') and Arshiya Transport and Handling Limited ('ATHL') with Arshiya Rail Infrastructure Limited ('ARIL' or 'Resulting Company') with National Company Law Tribunal at Mumbai and is

awaiting their approval. The appointed date for the proposed merger is October 1. 2015 as stated in the Scheme of Amalgamation.

1.2.8 AIDHL and ATHL are 100% subsidiaries of Arshiya and hence fellow subsidiaries of ARIL.
1.2.9 Further, based on the earlier Scheme of Amalgamation as adopted by the board of the companies, for every one equity share of AIDHL and ATHL, one equity share of ARIL is to be issued. Accordingly, ARIL would issue 14,992,995 equity shares to the shareholders of AIDHL (i.e. Arshiya) and 50,000 equity shares to the shareholders of ATHL (i.e. Arshiya).
1.2.10 Further AIDHL has issued 1,20,000 Zero percent Optionally Convertible Redeemable Preference Shares to Bank of Baroda (BOB) against conversion of loan amounting to INR 1,20,000,000 which was approved by Special Resolution passed on January 17, 2018. The management has informed us that as per the terms of the issuance of OCRPS, Bank of Baroda shall be entitled to equity shares of AIDHL on conversion of the said OCRPS, if the Company fail to make the redemption before the end of sixth year. However, management has represented that the said OCRPS shall be converted into equity shares before the scheme of merger becoming effective. Also as represented to us. Arshiva (Holding Company) has taken a decision in consensus with BOB that Arshiya shall buy these OCRPS and convert the same into equity shares or AIDHL shall redeem the same before the scheme of merger becoming effective.
1.2.11 As per the Preamble paragraph of the Proposed Scheme, the Proposed Scheme is also conditional upon the aforesaid merger scheme being effective first and ARIL to continue to be wholly owned subsidiary company of Arshiya as on the Record Date
1.2.12 Please note that if the above representation by the management of Arshiya and ARIL about purchase of OGRPS from BOB and conversion or redemption of the same before the Effective Date of the merger and the Proposed Scheme is not affected then in that scenario, our recommendation of the share entitlement ratio will need to be revisited and might undergo a change, which we are unable to comment upon and it is not part of our current engagement. Further, we understand from the management that there are no on-going discussions with any other lender(s) for issuance of equity or convertible instruments by AIDHL and ATHL.

Objective of this Report:

2.1 As described hereinbefore in this report, the Board of Directors of Arshiya proposes to demerge its Domestic Business Undertaking and transfer into ARIL.

2.2 As defined in the Proposed Scheme, Domestic Business Undertaking' means domestic business activities pertaining to development of Domestic Warehousing Areas ('DWAs') including investments held in the Resulting Company.
2.3 As informed by the management, the aforesaid proposed demerger is in line with Arshiya Group's intentions to reorganize its corporate structure and businesses which is spread across various group companies (wholly owned subsidiaries) in order to Integrate / consolidate its operations by housing similar businesses into respective entities as stated below:
FTWZs business in Arshiya or into an independent entity wholly owned by Arshiya.
DWAs, RAIL, PFT and Inland Container Depot business in ARIL. ü.
In reference to above, management has informed that the integration / reorganization of $24$ corporate structure of the group is to be achieved by way of transfer of Domestic Business Undertaking through the Proposed Scheme with April 1, 2019 as the Appointed Date.
We understand that pursuant to the Proposed Scheme, all the equity shareholders of $2.5.$ Arshiya as on the Record Date will be issued equity shares of ARIL as per share entitlement ratio as consideration for the proposed transfer and vesting of Domestic Business Undertaking into ARIL.
2.6 The equity shares of Arshiya are listed on BSE and NSE in India. Accordingly, upon the Proposed Scheme coming to effect, the equity shares to be allotted to all the equity shareholders of Arshiya on the Record Date by ARIL will also be listed and / or admitted to trading on BSE and NSE in India, subject to applicable compliances.
2.7 Upon the Proposed Scheme becoming effective, all the equity shares held by Arshiya or its nominee in ARIL shall stand cancelled, extinguished and annulled.
2.8 In connection with the Proposed Scheme, we have been requested to provide a report on the share entitlement ratio of equity shares of ARIL to the shareholders of Arshiya as proposed by the management.
2.9 We understand that consequent to the Proposed Scheme and issuance of equity shares to all the equity shareholders of Arshiya as contemplated in the Proposed Scheme, there will be no impact on the economic and beneficial interest of the equity shareholders of Arshiya.
2.10 We understand that this equity share entitlement ratio report will be used for the abovementioned purpose only and to the extent mandatorily required under applicable laws of India.
2.11 For the purpose of our report, we have relied on the information, explanations and representations provided to us by the management of Arshiya and ARIL. We have not

carried out any independent tests to establish the accuracy of such information, explanations and representations. In addition, we have listed the scope of work in the course of our assignment, noting any limitations on our assignment. This report is subject to the attached limiting conditions and terms for this assignment, as may be described in this report or in our engagement letter.

Sources of Information:

For the purpose of this share entitlement ratio exercise, we have relied on the following information provided to us by the management of the Demerged Company and Resulting Company and information available in the public domain:

Draft Scheme of Arrangement between Arshiya and ARIL proposed to be adopted at $3.1$ the Board meetings of both the companies;
3.2 Scheme of Amalgamation of Arshiya Industrial & Distribution Hub Limited ('AIDHL') and Arshiya Transport and Handling Limited ('ATHL') with Arshiya Rail Infrastructure Limited ('ARIL'):
Audited financial statements of the Demerged and Resulting Company for the year $3.3$ ended March 31, 2017;
Current Shareholding pattern of the Demerged Companies and Resulting Company
3.5 Desired capital structure and equity shares of ARIL proposed to be issued to the shareholders of Arshiya on demerger of the Domestic Business Undertaking into ARIL:
3.6 Representation with regards to dealing with OCRPS issued to Bank of Baroda by AIDHL as detailed in paragraph 1.2.10 of this report;
3.7 Other relevant data and information provided to us either in written or oral form or in form of soft copy and discussions with the representatives of management of Arshiya Group;
3.8 Representation letter dated May 23, 2018, and
3.9 Relevant information in public domain.

Exclusions and Limitations:

This report is subject to the limitations detailed herein. As such the report is to be read 4.1 in totality, and not in parts, in conjunction with the relevant documents and representations referred to herein.
Our work was not designed to verify the accuracy or reliability of the information $4.2$ provided to us and nothing in this report should be taken to imply that we have conducted procedures, audits or investigations in an attempt to verify or confirm any of the information supplied to us.
In addition, we do not take any obligation or responsibility for any changes in the 4.3 information used by us to arrive at our conclusion as set out herein which may occur subsequent to the completion of scope of work and the date of the report.
We further assume that the managements of both all the Companies have brought to $4.4$ our attention any and all factors having an impact on the determination of the share entitlement ratio.
We have been given to understand by the managements of the Companies that they $4.5$ have not omitted any relevant and material factors. Accordingly, we do not express any opinion or offer any form of assurance regarding its accuracy and completeness. We assume no responsibility for any errors in the above information furnished by the Companies and their impact on the present exercise.
Whilst all reasonable care has been taken to ensure that the factual statements in the 46 report are accurate, neither ourselves, nor any of our Partners, Officers or Employees shall, in any way be liable or responsible either directly or indirectly for the contents stated herein. Accordingly, we make no representation or warranty, express or implied. in respect of the completeness, authenticity or accuracy of such factual statements. We expressly disclaim all liabilities, which may arise based upon the information used in this report. We are not liable to any third party in relation to the issue of this report.
We have also refled on information available in public domain; however the accuracy 4.7 and timelines of the same has not been independently verified by us.
Any person / party, intending to provide finance / invest in the shares / business of the 4.8 company or for any other reason whatsoever, shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision.
This exercise of commenting on the share entitlement ratio for the proposed demerger 4.9 is not and must not be interpreted as our opinion or estimate of the absolute market value or independent fair value of the equity shares or any class or number of equity shares pre or post demerger.

Our scope of work is limited to expression of our view on the proposed share 4.10 entitlement ratio and its impact on the economic interest of the shareholders of the Companies. Our report is not, nor should it be construed as, our opining or certifying the compliance of the proposed demerger of the Demerged Undertaking with the provisions of any law or any legal implications or issues arising from such Proposed Scheme.
Our recommendation should be considered to be in the nature of non-binding advice. $411$
This report has been prepared exclusively for the use of Arshiya and ARIL and solely 4.12 for the purpose of recommending a share entitlement ratio for the Proposed Scheme. Hence, this report should not be provided or used for any purpose, whether in whole or in part without our prior written consent, to any other person and for any other purpose except that as is mentioned earlier in this report. However, we understand that you may share this report with your advisors supporting the proposed transaction as well as statutory authorities. Please note that we do not accept any responsibility to your advisors or any third party with regard to this report.

We would like to draw attention to important representations by the management as detailed in paragraph 1.1.7 and paragraph 1.2.10 of this report. The share entitlement ratio mentioned in this report is on the basis of those representations. While we take no responsibility for implementing the actions or non-implementing the actions by the managements in the representations, we would want to bring to the attention that nonfulfillment of the representations could have an impact on the share entitlement ratio. We are unable to comment on the quantum (whether substantial or not) of impact due to non-fulfillment of the actions committed in those representations.

BASIS OF DETERMINATION OF SHARE ENTITLEMENT RATIO:

Our evaluation towards the share entitlement ratio considers the following aspects:

The estimate of net assets, working capital requirements and capital base required $5.1$ for the Domestic Business Undertaking / ARIL as independently assessed by the management of Arshiya and ARIL.
Based on the above assessment the management has proposed the number of $5.2$ equity shares to be issued such that ARIL is appropriately capitalized;
As on date, ARIL is a wholly owned subsidiary ('WOS') of Arshiya and shall $5.3$ continue to be WOS of Arshiya till the effective date / Record Date of the Proposed Scheme.
As detailed earlier, the management is also in the process of merging AIDHL and $5.4$ ATHL with ARIL, all WOS's of Arshiya.

Pursuant to clauses in the Proposed Scheme with regards to dealing with Series 1 -5.5 OCRPS as detailed in paragraph 1.1.7 of this report and representations by the management in paragraph 1.2.10 of this report would be implemented prior to the Record Date, the equity shares issued in ARIL to the shareholders of Arshiya would be in the same proportion in which they hold equity shares in Arshiya on the Record Date and such allotment would be value neutral to the equity shareholders of Arshiya.
As per Part V clause 7.8 of the Proposed Scheme, upon the scheme becoming $5.6$ effective, all the equity shares held by the Demerged Company or its nominee in the Resulting Company shall stand cancelled, extinguished and annulled. As such, the equity shareholding pattern of ARIL post implementation of the representations and the Proposed Scheme, would be identical to the equity shareholding pattern of Arshiya.
Accordingly as stated in clause 1.5 of the Proposed Scheme, all the equity $5.7$ shareholders of Arshiya as on the Record Date would be entitled to equity shares of ARIL in the same proportion in which they currently own directly in Arshiya resulting into identical shareholders to Arshiya and ARIL. Accordingly, even after the Proposed Scheme coming into effect, the economic and beneficial interest will remain within the existing shareholders of Arshiya in the same proportion as they hold in Arshiya as on the Record Date.
Thus, share entitlement ratio would not have any impact on the ultimate value of the 5.8 equity shareholders of Arshiya and the proposed demerger of Domestic Business Undertaking of Arshiya into ARIL will be value-neutral to Arshiya's equity shareholders. The background and rationale for the scheme has been provided in the Proposed Scheme.
Accordingly, the determination of share entitlement ratio of the companies is at best 5.9 an internal arrangement between the Demerged Company and Resulting Company and its shareholders and a detailed valuation of the Companies to determine the share entitlement ratio would not be relevant in the present case.
5.10 The share entitlement ratio and the number of equity shares to be allotted pursuant to demerger, is of no material relevance since there will be no loss of economic interest in the hands of equity shareholders of Arshiya. Accordingly, for the purpose of recommending a share entitlement ratio we are not attempting to arrive at the absolute values of equity shares of each company.
5.11 Accordingly, in our opinion based on the representations and information provided by the management, as there will be no change in the shareholding pattern of Arshiya pursuant to the Scheme, no valuation report is required as per Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017 issued by SEBI, as may be amended from time to time.

5.12 Further, we have been informed by the management of ARIL that upon the effective date, the Authorized Equity Share Capital of Arshiya would be increased by the requisite amount, if required, so that issued paid up share capital post the allotment pursuant to the Scheme is lower than the authorized capital.
5.13 Considering the above, the share entitlement ratio for demerger of Domestic Business Undertaking of Arshiya into ARIL, as suggested by the managements of both the Companies and as stated under we believe that the share entitlement ratio is fair and equitable considering that all the shareholders of Arshiya upon demerger will become the shareholders of ARIL and ultimate beneficial owners of Arshiya and ARIL will be held by the same shareholders in same proportion. Accordingly,

"1 (One) fully paid equity share of Face Value INR 2 (Rupees Two) each of ARIL is to be issued for every 2 (Two) fully paid equity shares of Face Value INR 2 (Rupees Two) each held in Arshiya."

For ZADN & Associates Chartered Accountants FRN. 112306W BAS Zulfigar Shivji Partner

M. No.100666 Place: Mumbai

Annexure G

CHATURVEDI Chartered Accountar

To. The Board of Directors. Arshiva Limited 302. Level 3. Ceejay House. F-Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai - 400 018

Independent Auditor's Certificate in respect of proposed accounting treatment as mentioned in Scheme of Amalgamation Between Arshiya Limited ('Demerged Company' or 'Arshiya') AND Arshiya Rail Infrastructure Limited ('Resulting Company' or 'ARIL')AND their respective shareholders (hereinafter referred to as 'the Scheme').

1. This Certificate is issued in accordance with the terms of our engagement with Arshiya Limited ('the Company').
1. The accounting treatment proposed by the Company is specified in Clause 8 of the Scheme. For ease of reference, the said Clause 8 of the Scheme, duly authenticated on behalf of the Company, are reproduced in Annexure to this Certificate ('the Statement') and initialied by us only for the purposes of identification.

Management's Responsibility

The responsibility for preparation of the Scheme and its compliance with relevant З. laws and regulations, including the applicable Indian Accounting Standards read with the rules made thereunder and other Generally Accepted Accounting principles, is that of the Board of Directors of the Companies involved. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Scheme and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances

Auditor's Responsibility

Our responsibility is only to examine and report whether the accounting $\Delta$ treatment proposed by the Company as specified in Clause 8 of the Scheme as reproduced in the Statement is in conformity with the Indian Accounting Standards specified in Section 133 or any other provisions of the Companies Act, 2013 and in line with the Generally Accepted Accounting Principles in India. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company.

Head Ottice: 714-715. Tusiani Chambers. 212, Nariman Point, Mumbar - 400 021, India. Tel.: +91 22 3021 8500 . Fax: +91 22 3021 8505 Other Offices; 44 - 46, 4th Floot "C" Wing, Mittal Court, Nariman Point, Mumbai - 400 021, India, Tel: +91 22 4510 9700 . Fax: +91 22 45109722 URL : www.cas.ind.in

Branch : Bengaluru

CHATURVEDI Charlered Accountants

We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) (the 'Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI) and Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 in so far as applicable for the purpose of this Certificate. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
1. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. Further our examination did not extend to any other parts and aspects of a legal and proprietary nature in the aforesaid Scheme.

Opinion

Based on our examination and according to the information and explanations provided to us by the Management of the Company, we are of the opinion that the accounting treatment proposed by the Company as specified in Clause 8 of the Scheme and reproduced in the Statement, is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued there under and all the applicable Indian Accounting Standards notified by the Central Government under the Companies Act 2013 and other Generally Accepted Accounting Principles in India.

Restriction on Use

The Certificate is provided to the Board of Directors of the Company in connection with the scheme and for the purpose of onward submission to the National Company Law Tribunal and other regulatory authorities including Securities and Exchange Board of India and Stock Exchange(s) and should not be used by any other person/ authority or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this Certificate is shown or into whose hands it may come without our prior consent in writing.

For Chaturvedi & Shah Chartered Accountants Firm Registration No. 101720W

CONSTRUCTION

Vijay Napawaliya Partner Membership No.: 109859

Place: Mumbai Date: May 24, 2018 Encl. as above

Chartered Capital And Investment Ltd.

418-C. *215 ATRIUM*, Andhen Kuria Road, Andhen (East), Mumber-400 093. Tel.: 91-22-6692 4111 / 6222 · Website : www.charteredcapital.net

Date: May 24, 2018

To.

The Board of Directors Arshiva Limited

302, Ceejay House, Level - 3 Shiv Sagar Estate, F- Block Dr. Annie Besant Road Worli, Mumbai - 400018, India

To, The Board of Directors Arshiva Rail Infrastructure Limited 302, Ceejay House, Level - 3 Shiv Sagar Estate, F- Block Dr. Annie Besant Road Worli, Mumbal - 400018, India

Dear Sirs.

Subject: Fairness Opinion on Share Entitlement Ratio Report for the proposed demerger of Domestic Business Undertaking ('Demerged Undertaking') of Arshiya Limited ('Arshiya' or 'Demerged Company') into Arshiya Rail Infrastructure Limited ('ARIL' or 'Resulting Company').

L BACKGROUND

We M/s. Chartered Capital and Investment Limited ('Chartered Capital' or 'CCIL'), SEBI registered Merchant Banker, having SEBI Permanent Registration No. INM000004018 have been appointed by the Arshiva Limited ('Arshiya' or 'Demerged Company') and Arshiya Rail Infrastructure Limited ('ARIL' or 'Resulting Company') to provide a fairness opinion on the Share Entitlement Ratio Report by M/s. ZADN & Associates, Chartered Accountants having their office at 4^th Floor, Shreeniwas House, Hazarimal Somani Marg, Next to MTNL Exchange Building, Fort, Mumbai-400001, who were the appointed for issuing report on the Share Entitlement Ratio of equity shares of the Resulting Company to be issued to the shareholders of the Demerged Company in connection with the proposed demerger of Domestic Business Undertaking ('Demerged Undertaking') of Arshiya Limited in the proposed Scheme of Arrangement between Arshiya Limited and Arshiya Rail Infrastructure Limited, under sections 230 to 232 read with section 66 and section 52 and other applicable provisions of the Companies Act, 2013 hereinafter referred to as 'the Proposed Scheme' or 'the Scheme' or 'the Scheme of Arrangement'.

Regd. Office: 711, Mahakant, Opp. V. S. Hospital, Ellisbridge, Ahmedabad - 380.006. CIN NO: L45201GJ1988PLC008577

The fairness opinion has been issued for the proposed demerger of Domestic Business Undertaking of Arshiya Limited into Arshiya Rail Infrastructure Limited pursuant to the requirement and in compliance with SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 read with SEBI Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015, SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, SEBI Circular No. CFD/DIL3/CIR/2017/26 dated March 23, 2017, SEBI Circular No. CFD/DIL3/CIR/2017/105 dated September 21, 2017 and SEBI Circular No. CFD/DIL3/CIR/2018/2 dated January 03, 2018.

COMPANIES THAT ARE PARTY TO THE PROPOSED SCHEME II.

2.1 Arshiya Limited is a listed public limited company incorporated on July 3, Companies Act, 1956 bearing CIN under the 1981 L93000MH1981PLC024747 and its registered office is situated at 302, Level 3, Ceejay House, F - Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worll, Mumbai - 400 018. Equity shares of Arshiya are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ('NSE') in India.
Arshiva, is a flagship company of Arshiya Group having interests in the $2:2$ business of developing Free Trade Warehousing Zones ('FTWZs') and Domestic Warehousing Areas ('DWAs') to improve logistics infrastructure in India.
2.3 Arshiva Rail Infrastructure Limited ("ARIL") is a unlisted public company incorporated on April 7, 2008 under the Companies Act, 1956 bearing CIN -U93000MH2008PLC180907 and its registered office is situated at 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai - 400 018.
2.4 ARIL is currently engaged in the business of providing Private Freight Terminal (PFT) and Rail Transportation Services (Rail). ARIL is also engaged in container train business and holding Category - I license which allows ARIL to operate on Indian Rail network on pan India basis both domestic and eximtraffic.
2.5 As on date, ARIL is a wholly owned subsidiary of Arshiya Limited as the entire paid up equity share capital is held by Arshiya and its nominees.
2.6 The management of Arshiya Group has informed that as part of the overall group reorganization, the management has filed a Scheme of Amalgamation of Arshiya Industrial & Distribution Hub Limited ('AIDHL') and Arshiya Transport and Handling Limited ('ATHL') with Arshiya Rail Infrastructure Limited ('ARIL' or 'Resulting Company') with National Company Law

Tribunal at Mumbal and is awaiting their approval. The appointed date for the proposed merger is October 1, 2015 as stated in the Scheme of Amalgamation

AIDHL and ATHL are 100% subsidiaries of Arshiya and hence fellow $2.7$ subsidiaries of ARIL.
As per the Preamble paragraph of the Proposed Scheme, the Proposed $2.B.$ Scheme is also conditional upon the aforesaid merger scheme as mentioned in point 2.6 above being effective first. In case the scheme as mentioned in point 2.6 above is withdrawn or ARIL ceases to be a wholly owned subsidiary of Arshiya as on the Record date, the proposed scheme will also be withdrawn.

111. INFORMATION RECEIVED AND RELIED UPON BY US FOR THE FAIRNESS OPINION

3.1 We. CCIL, have prepared the Fairness Opinion on the basis of the following information received from the management of the Companies:
a) Draft Scheme of Arrangement between Arshiya and ARIL proposed to be adopted at the Board meetings of both the companies;
b) Perused the Report on Share Entitlement Ratio given by M/s. ZADN & Associates, Chartered Accountants dated May 24, 2018.
c) Scheme of Amalgamation of Arshiya Industrial & Distribution Hub Limited ('AIDHL') and Arshiya Transport and Handling Limited ('ATHL') with Arshiva Rail Infrastructure Limited ('ARIL');
d) Audited financial statements of the Demerged and Resulting Company for the year ended March 31, 2017;
e) Current Shareholding pattern of the Demerged Company and Resulting Company;
f) Desired capital structure and equity shares of ARIL proposed to be issued to the shareholders of Arshiya on demerger of the Domestic Business Undertaking into ARIL;
g) Such other information and explanations that have been provided to us by the management of Arshiya and ARIL;

h) Relevant Information in public domain.

3.2 This Report is issued on the understanding that Arshiya Limited and Arshiya Rail Infrastructure Limited has drawn our attention to all the relevant

matters, of which they were aware of, concerning the respective company's financial position and businesses, which may have an impact on this Report.

Our work does not constitute an audit or certification of the historical financial $3.3$ statements of Arshiya Limited and Arshiya Rail Infrastructure Limited, including their working results referred to in this Report. Accordingly, we are unable to and do not express any opinion on the accuracy of any financial information referred to in this Report. We assume no responsibility for any errors in the information submitted by the Managements and their impact on the present exercise.

IV. DISCLAIMER

We have not considered any finding made by other external agencies in $4.1$ carrying out this work.
This report'is intended solely for the limited purpose mentioned earlier and $4.2$ should not be regarded as a recommendation to the investors to invest in Arshiya Limited and Arshiya Rail Infrastructure Limited or deal in any form in the securities of the Companies and should also not be considered as a final equity value of the Companies.
Our report does not, in any way, guarantee that the equity shares of $4.3 -$ Companies will continue to remain at the price on which the valuation of the shares takes place.
Our report is for the benefit of and confidential use by the Companies. This $4.4$ report is not meant for save and except as specified above, under any Indian or foreign law, statute, act guideline or similar instruction. The Companies are prohibited from using this report other than for its sole limited purpose and not to make a copy of this report available to any party other than those required by statute for carrying out the limited purpose of this report.
We have not made an appraisal or independent valuation of any of the assets 4.5 or liabilities of any of the Companies and have not conducted an audit or due diligence or reviewed/ validated the financial data except what is provided for in the Valuation Report and financial data provided to us by the Company or Valuer
This Certificate may be executed in one or more counterparts, each of which $4.6₁$ shall be deemed an original, but all of which together shall constitute one and the same.
During the course of our work, we have relied upon assumptions made by $4.7$ management of the companies. These assumptions require the exercise of judgement and are subject to uncertainties.

In no circumstances whatsoever, will Chartered Capital and Investment $4.8$ Limited, its Directors and employees, accept any responsibility of liability towards any third party for consequences arising out of the use of this report.

OPINION ON SHARE ENTITLEMENT RATIO REPORT v.

The proposed demerger of Domestic Business Undertaking of Arshiya into ARIL will be value neutral to the equity shareholders of Arshiya, there will be no impact on the economic and beneficial interest of the equity shareholders of Arshiya and it would not have any impact on the ultimate value of the equity shareholders of Arshiya. Based on the information, material, data made available to us, including the Share Entitlement Ratio Report, to best of our knowledge and belief, Share Entitlement Ratio suggested by M/s. ZADN & Associates, Chartered Accountants under the Scheme, i.e.

"1 (One) fully paid equity share of Face Value INR 2 (Rupees Two) each of ARIL is to be issued for every 2 (Two) fully paid equity shares of Face Value INR 2 (Rupees Two) each held in Arshiya is Fair."

Thanking you,

Yours faithfully,

For and on behalf of. For Chartered Capital and Investment Limited

internation

Amitkumar Gattani Assistant Vice President

Arshiya Limited Balanco Shoot as at 31st March, 2019

Particulars	Notes	As at 31st March, 2019	(Rs. in Lakh) As at 31st March, 2018
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment	$\delta$
(b) Capital Work-in-Progress		73,858.36	94,138.63
(c) Intangible Assets	ë	76.02
(d) Intengible Assets Under Development		\$45.86 60.00	1,235.06
(e) Financial Assets
(i) Investments.	7	1,34,680.02	1.32.018.03
(ii) Loans	B	1,732.14	1,731.47
(iii) Trade Receivables	D	6,061.50
(f) Other Non-Current Assets	15	3,320.34	2,273.81
		2,20,634.24	2,31,397.90
Current sexots
(a) kiventories.	11	16,805.97
Ité Financial Assets
(i) Trade Receivebles.	tž	814.64	764.60
(ii) Cash and Cash Equivalents	13	5.86	135.69
(iii) Bank Balances Other than (ii) above	14	15.17	0.04
Ily) Loans	15	30,327.14	33,279.99
(v) Other Financial Assets	18	4,082.96	1,848.71
(c) Other Current Assets	17	2,134.00	2,319.64
		53,885,73	38,348.67
Total Assets		2,74,519.37	2,69,746.57
EQUITY AND LIABILITIES
Equity
(a) Equity Share copital	18	4,872.29	4:554.34
(b) Other Equity	$+9$	1,66,643.28	1,60,350.30
		1,71,516.57	1,64,914.64
Lightlities
Non Current Liabilities
(e) Financial Liabilities
d) Borrowings	20	60,267.20	88,839.87
(ii) Other Financial Liabilities (c) Provisions	21	1,612.72	2.101.80
	$-22$	118.03 61,998.85	151.02 71.182.49

Current Liabilities
(a) Financial Lebildee
(i) Borrowings	23	9,261.16	10:488.81
de Trade Payables	24
Micro and Small Enterprises		37.88	0.89
Others		584.91	581.66
(iii) Other Financial Liabilities	25	29,679.14	21,508.03
(o) Other Current Liabilities (c) Provisions	28 27	1.434.11 8.36	1.062.48 9.87
		41,005.55	33,649.44
		2,74,519.97	2.89.746.57
Total Equity and Liabilities

Notes to the financial statements

As per our report of even dato

For Chaturvedi & Shah LLP
Charlered Accountants
Firm Registration Number 101720WW100355 Jevepolys

AVEDIA &

Vijay Napawaliya Partner Membership Number: 109809

MUMBA ۰ RED ACTIV Place: Mumbai Date: 27th May, 2019

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

出 Ajay 5 Mittai Chairman and Managing Director

1 to 67

DrN: 00220305

Ashishkumar Bairagra Independent Director DIN: 00049591

٨А Savita Data)
Concorry Secretary

Chana Archens A Mittel

Joint Managing Director

S. Maheshwari Chief Financial Officer

D segaw Dinesh Kumar Sodani

VP Accounts & Finance

Arshiya Limited Statement of Profit and Loss for the year ended 31st March, 2019

			(Rs. in Lakh)
Particulars	Notes	Year Ended 31st March, 2019	Year Ended 31st March, 2018
INCOME
Revenue from operations	$28-$	13,139.98	8.542.02
Other noome	29	2.192.48	1,020.09
Total Income (i)		15.332.46	9.562.11
EXPENSES
Cost of Inventories (Lease Land)	30	2,583.34
Material handling and other charges	3 ^′	87.63	320.61
Employee benefits expenses	32	1,720.28	1,458.61
Finance costs	33	11,238.55	13,781.94
Depreciation and amortization expenses	34	1,482.22	2.091.67
Other expenses	36	1,038.20	1,332.46
Total Expenses (ii)		18,148.20	18,963.29
Profiti(loss) before exceptional items and tax (I-II)		(2.815.74)	(9,401.18)
Exceptional items (net)	36	700.75	(13.290.84)
Profiti(loss) before tax		(3.516.49)	3,895.66
Тах өхрөлээ:	59
Current tax
Deferred tax
Profit/loss) for the year		(3,516.49)	3 895.64
OTHER COMPREHENSIVE INCOME.
item not to be reclassified to profit and loss in :subsequent portods
Remeasurement of gains/(losses) on defined benefit plans.		8.11	(2.69)
Other Comprehensive income/(loss) for the year		8.11	(2.69)
Total Comprehensive (Loss)/Income for the year		(3,508,38)	3,892.97
Earning per share (face value of Rs. 2 each) Basic and Diluted	58	(1.48)	2.13

Notes to the financial statements

As per our report of even date

For Chaturvedi & Shah LLP Chartered Accountants

Membership Number: 109859

Firm Registration Number 101720W/W100355 $25,1900$ 67

MUMBA

D'AC

1 to 67

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

اللتاك Ajay S Mittal

Chairman and Managing Director DIN: 00226355

Ashishkumar Bairagra Independent Director DIN: 00049591

Savith Dalai Concany Secretary

nhana

Archena A Mittal
Joint Managing Director
Dirk: 00703208

S. Maheshwari Chief Financial Officer

Sedam

Dinesh Kumar Sodani VP: Accounts & Finance

Place: Mumbal Date: 27th May, 2019

Vijay Napawaliya

Partner

Artshiya Limited
Statement of changes in Equity for the year ended 31st March, 2019

A. Equity Share Capital (Refer Note No. 18)
	Rs. in Lakh
Equity Shares of Rs. 2 each usual, subscribed and paid up search of Extra Viewer a at 31st March.	123.59 See 21
As at 31st March, 2018	544.34
away of Equity Shares	前向に回向
As at 31st March, 2019	4.872.29

(2.98) 3,892.97 (37.82) (3,516.48) 1,19,737.06 3,895.99 (3,503.38 1,86,643.28 30.000 64.05 390.41 50,560.30 35,443.18 16.00 6,700.37 S Ē 12,449 (1,908.38) 61,985,481 (3.978.43) (67,493,89) 68,332.91 64.05 8,895.96 ¥ 1,892.97 ÷ 390.41 E Ratained ¥ ÷ ٠ ٠ 940.10 SHIOLTE ł DAG 13 ۱ lacry Ganers 2,33,472.16 ٠ 1,74,858.67 ł ŧ (87.62) ř. 58,213,49 79,617.43 SS 278.80 Security Premium Account f H 124.80 124.90 124.88 š ٠ ł unalganation Tuesday (41,068.97) ٠ Equity Component of ٠ ł × u t (47,531.87) ¥ 47,551.87 58,620.84 Preference shares ON Customally Commettee IDCRPS ï y ł 15.00 075.2% ŧ ٠ \$50.25 ٠ ٠ × ٠ ٠ 860.25 crey receive Galnet also marrorits ï ¥ ŧ ä (15, 788, 71) ٠ ł 18,766.71 Share application money pending allotment interestion costs on sale of equity shares. lotal comprehensive income for the year letal comprehensive income for the year Money received against shore worcotts Money received agents and warrants Balances as on 31st March, 2017 Balances as at 31st March, 2018. Fair value of financial fabilities Cities completerorie income Other comprehensive income On issue of equity shares Cin issue of equity strains Profet(kda) for the year Profit/Jose) for the year Conditorial lesse rent Particulars	Other Equity (Refer Note No. 19)	ı	Cither Renairves		BENNYM AVIS SUITERING	Re. in Late
Bulances as at Stat March, 2019

For Chatureed & Shah LLP
Chatened Accountants
Firm Registration Number 101720WW10005

¢ 601 & S.Y.

Zeile Nauff

Ajay S Mittal
Chairman and Managing Director
DN 00223355 ×

S. Maheshwan
Chief Francoil Officer

$*$ $\frac{1}{2}$

Place: Mumbei
Date: 27th May, 2019

HERMAN J.

MITHS *

Partner
Membership Number: 10053

Vijay Napawaliya

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

荨

Archana A Mittal
Javri Mengay Dresse
DJK op?eggee

Company Secretary Savith Dakat

Andulta

Ashishkamur Balnagus
Indonesiati Druster
DNk 00049591

DEEDOW

Dinesh Kumar Sodani
VP: Accounts & Finance

			(Rs: in Lakh)
ATTER AIR			Der Ended ann
Cash flow from operating activities
Profit/Loss) before tax		(3,516,49)	3,895.66
Adjustments for
Sundry balances written back (net)		(206.27)	(175.85)
Driscarding/written off of Property, plant and equipment and Intangible assets		166.34
Gain on monetization of Property, Plant and Equipment (Refer Note No. 55).			(15.833.29)
Profit on disposal of Property, plant and equipment (net)		(0.33)
Bed debts		3.16
Allowance for doubtful debts.		8.68	7.33
Settlement of claims		700.75	(2.001.74)
Loss on sale of investment in aubaidiary (Refer Note No. 54.2)			4,338.18
Depreciation and amortization expense-		1,482.22	2,091.67
Finance rosts		11,236.53	13,761.94
Unwinding interest income on loan to subsidiaries Interest income on fixed deposits		(420.02) (0.19)	(105.51)
Liability Component of Compound Financial Instruments (OCRPS)		(653 17)
Financial guarantees income		(898.96)	(639.31)
Foreign exchange difference (net)		12.81	(15, 22)
Operating profit before working capital changes		7,915.06	5, 443.87
Adjustments for
Change in Inventories		2,583.34
(Increase) in financial and other assets		(9.356.47)	(2.183.18)
(Decrease) in financial and other liabilities		(844.68)	(11,650,30)
Cash generated from operations		297.25	(8,369.61)
Direct taxes paid (net of refunds)		(118.27)	(705, 14)
Net cash flow from operating activities	(A)	178.98	[9,074.75]
Cash flow from investing activities
Purchase of property, plant and equipments		(49.78)	(69.78)
Purchase of intengible aspets			(1,120.00)
Purchase of Capital work in progress and intangible pssets under development		(45.37)
Proceeds from sale of property, plant and equipment		238	60.00
Proceeds from monetization of property, plant and equipments			43,400.00
Capital advance		(1.020.41)	(88.24)
invostment made in equity shares.		[2300]	(155, 50)
Sale of investment in aubsidiaries.			330.84
Loans given to subsidiaries (net)		1,892.10	(33, 278, 20)
Interest income on fixed deposits		0.19
Net cash flow from investing activities	(B)	756.11	9.059.12
Cash flow from financing activities
Issue of Equity shares (including Security Premium)			15:268.08
Money received against share warrants		15.00	860.25
Proceeds from non-current borrowings		2,611.82	3,200.00
Repayment of non-current borrowings.		(1.248.03)	(18.071.01)
Short-term borrowings (Nel).		(1.227.65)	5543.64
Unceld Dividend transfer to IEPF A/c		(0.04)
thierast paid		(1.200.69)	(6,727,10)
Net cash flow from financing activities	6C)	(1,049.79)	74.16
Net increase/(Decrease) in cash and cash equivalents (A+B+C)		(114.70)	58.53
Cash and cash equivalents at the beginning of the year		135.73	77.20
Cash and cash equivalents at the end of the year (Refer Note No. 13 and 14)		21.01	135.73

Arshiya Limited Cash Flow Statement for the year ended 31st March, 2019

Change in liabilities arises from financing activities.		(Rs. in Lakh)
Particulars	Long term Borrowings	Short term Borrowings
As at 1st April, 2018.	B4.007.14	10.488.81
Add. Transaction cost	305.77
Less: Conversion of Lisbility Component of Compound Financial Instruments (OCRPS) into Equity	10.342.611
Add: Non cash deme	845.00
Addit ess: Cash flow inet)	1,363.79	1.227.655
As at 31st March, 2019	76.179.09	0.261.16

Notes:

Brackat indicates cash outflow.
The above cash flow statement has been prepared under the 'Indirect Method' as set out in tND AS 7 on Statement of Cash Flow
Classification of Land from Property, plant and equipment to invetories has been considered as non cash items (Refer note no 44)

Notes to the financial statements 1 to 67

As per our report of even date

For Chaturvedi & Shah LLP

Charlered Accountants Firm Registration Number 101720W/W100355 $J_{6.05}$ Helle

Vijay Napawaliya Partner Membership Number, 109859

Place: Mumbai Date: 27th May, 2019.

VEDI & SA MUMBA 종 ٠ ARTERED AC

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

Ajay B Mittai Chairman and Managing Director DIN: 00226355

۸ñ Quhishkumar Bairagra Independent Director DIN: 0004569

Savith Da lai Company Secretary Archana A Mittal

Joint Managing Director DIN: 00703208

S. Maheshwari Chief Financial Officer

Dinesh Kumar Sodani VP. Accounts & Finance

Arshiva Limited Notes to the financial statements for the year ended 31st March, 2019

Corporate information

Archiva Limited (the Company) is a unified supply chain and integrated logistics inhastructure solution provider and is engaged in the business of Free Trade and Warehousing Zone (FTWZ), Domestic Warehousing Zone and value added services along with development, operations and maintenance of FTWZ.

These statements comprises of financial statements of Arshiva limited (CIN : L93000MH1981PLC024747) for the year anded 31st March. 2019. The Company is a public company domicied in India and is incorporated on 3rd July, 1981 under the provisions of the Companies Act applicable in India. The registered office of the company is located at 302. Level 3, Ceejay House. Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Work, Mumbai- 400 018.

FTWZ's are developed under the provisions of Special Economic Zone Art, 2005 and the Special Economic Zone Rules, 2006.

The Company's equity shares are fisted on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) of India.

The Financial statements of the Company for the year ended 31st March, 2019 were approved and adopted by the Board of Cinectors in their meeting held on 27th May, 2019.

2. Basis of proparation of financial statements

The financial statements are prepared in accordance with Indian Accounting Standards ("thd AS") matfed by the Ministry of Corporate Affairs ("MCA") pursuant to the Section 133 of the Companies Act. 2013 ("the Act") read with of the Companies (Indian Accounting Standards) Rules 2015, (as amended) and other relevant provisions of the Act.

The financial statements are prepared on a historical cost convention basis, except for certain financial assets and labilities measured at fair value

The financial statements are presented in Indian Rupees (Rs.), which is the Company's functional and presentation currency and all values are rounded to the nearest lakh as per the requirement of schedule ill, unless when otherwise indicated.

1 Significant Accounting Policies

3.1 Property, Plant and Equipment

Property, plant and equipment are carried at cost tess accumulated depreciation and accumulated impairment losses, if any. Cost includes purchase price, borrowing cost and any cost directly attributable to the bringing the assets to its working condition for its intended use.

Depreciation on the property, plant and equipment is provided using straight line method over the useful life of assets as specified in schedule II to the Companies Act, 2013. Leasehold improvements are amortised over the period of lease. Depreciation on proporty. plant and equipment which are added I disposed off during the year, is provided on pro-rata basis with reference to the date of addition / deletion. Freehold land is not depreciated and under the previous DAAP land was revalued.

The assets' residual values, useful lives and method of depreciation are reviewed at each financial year end and are adjusted prospectively, if appropriate.

Capital work-in-progress includes cost of properly, plant and equipment under installation / under development as at the balance sheet date.

Property, plant and equipment are eliminated from financial statement, either on disposal or when ratired from active use. Profits / losses arising in the case of refinement / disposal of property, plant and equipment are recognised in the statement of profit and loss in the year of occurrence

The Company has opted to continue with the compleg values of all of its property. Plant and Equipment as recognised in the provibus CAAP financial statements as deemed cost at the transition date i.e. 1st April, 2016.

3.2 Intangible Assets

DRED &

Intergible assets are camed at cost lisss accumulated amorteation and accumulated impairment losses, if any. Cost includes axpenditure that is directly attributable to the acquisition of the intangible assets:

identifiable intangible assets are recognised when it is probable that future economic benefits attributed to the asset will flow to the Company and the cost of the asset can be reliably measured.

Cost of Enterprise Resource Planning (ERP) software including oxpenditure on implementation is to be amorteed over a period of ten years based on management's estimate of useful life over which economic sensite will be derived from its use.

Computer softwares are capitalises at the amounts paid to acquire the respective license for use and are amorfeed over the period of Di & Singling to seven years. The assets' useful lives are reviewed at each financial year and

Notes to the financial statements for the year ended 31st March, 2019

Trademark are proortised over the period of ten (10) years.

Gains or losses arising from derecognition of an intangible asset are measured an the difference between the net assposal proceeds. and the carrying amount of the asset and are recognised in the statement of profit and loss when the esset is derecognised.

Intangible assets under development includes cost of computer software under installation / under development as at the balance school date.

The Company has opted to continue with the conying values of all of its intangible assets as recognised in the previous GAAP financial statements as deemed cost at the transaction date i.e. 1st April, 2016.

3.3 Leases

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Company is classified as a finance lease.

The Company as a lessee

(a) Finance lease

Assets acquired under finance lease are capitalized and the corresponding lease liability is recognised at lower of the fair value of the leased assets and the present value of minimum lease payments at the inception of the lease. Initial costs directly attributable to lease are recognised with the asset under lease.

[b] Operating lease

Lease of assets under which all risks and rewards of ownership are effectively nitained by the lessor are classified as operating lease. Lease payments under operating lease are recognised as experies on accruel basis in accordance with the respective lease agreements

The Company as a lessor

Finance lease Tab

When assets are leased out under a finance lease, the present value of the minimum lease payments is recognised as a receivable. The difference between the gross recolvable and the present value of the receivable is recognised as unearned finance income. Lease income is recognised over the term of the lease using the net investment method before tax, which reflects a constant periodic rate of ratum.

The lessor derecognises the leased assets and recognises the difference between the carrying amount of the leased assets and the finance lease receivable in the statement of Profit and Loss when recognising the finance lease receivable. This gain or loss is presented in the atatement of Profit and Loss in the same line item as that in which the losser presents gains or losses from sale of similar assets

(b) Operating lease

Renial income from operating leases is recognised in the statement of profit and loss on a straight line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic banefits from the leased easets is diminished.

Initial indirect costs incurred in negotiating and amanging as openring loase are added to canying value of the leased asset and mosenized on a straight in a basis over the lease term.

3.4 Inventories

Inventories are measured at lower of cost and net realisable value. Inventory comprises of cost of land and incidental cost thereto.

3.5 Cash and cash equivalents.

Cash and cash equivalent in the balance sheet comprise cash at banks, cash on hand and short-term deposits with an briginal maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash on hand and short-term deposits, as defined above, net of outstanding bank overdrafts as which are considered an integral part of the Company's cash management.

3.6 Impairment of assets

An assat is considered as impaired when at the date of Batance Sheet, there are indications of impairment and the carrying amount of the asset, or where opplicable. The cash generating unit to which the asset belongs, exceeds its recoverable amount (i.e. the higher of the net asset selling price and value in use) The carrying amount is reduced to the recoverable amount and the reduction is recognized as an impairment loss in the statement of profit and loss. The impairment loss recognized in the prior accounting ported is moesed if there has been a change in the estimate of recoverable amount. Post impairment, depindation is provided on the revered carrying sales of the impaired asset over its remaining useful file.

Arshiya Limited Notes to the financial statements for the year ended 31st March, 2019

3.7 Financial instruments - initial recognition, subsequent measurement and impoirment.

A friencial instrument is any contract that gives rise to a financial asset of one entity and a financial fability or equity instrument of another entity.

Financial assets -initial recognition and measurement

All financial assets are infially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Financial assets are classified, at initial recognition, as financial assets measured at fair value or as financial assets measured at amortised cost.

Financial assets - Subsequent measurement:

For the purpose of subsequent measurement, financial assets are classified in two broad categories:-

a) Financial assets at fair value b) Financial assets at amortised cost

Where assets are measured at fair value, gains and losses are either recognoed entirely in the statement of profit and loss (i.e. fair value through profit or loss), or recognised in other comprehensive income (i.e. fair value through other comprehensive income).

A financial asset that moets the following two conditions is measured at amortised cost (not of any write down for impairment) unless the asset is designated at fair value through profit or loss under the fair value option.

Business model test: The objective of the Company's business model is to hold the financial asset to collect the contractual cash ${a}$ flow.
(b) Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flow that are selely psyments of principal and interest on the principal amount outstanding.

A financial asset that meets the following two conditions is mossured at fair value through other comprehensive income unless the asiset is designated at fair value through profit or loss under the fair value option.

$(a)$ Business model test: The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flow and selling financial assets.
(b) Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flow that are solely. payments of poincipal and interest on the principal amount outstanding.

Financial assets - Equity Investment in subsidiaries

Investments in subsidiaries are recognised at cost as per lnd AS 27 separate financial statements.

Transition to Ind AS

Upon first-time adoption of Ind AS, the Company has elected to continue with the casying value of all of its investments in subsidiaries as at April 1, 2015 measured as per the previous GAAP and use that carrying value as the deemed cost of investments in subsidiar es.

In respect of interest free loans given to subsidiaries. The difference between the idan amount and its fair value is treated as further invastment by the Company in the respective subsidiaries. Where financial guarantees in relation to loans of subsidiarias are provided for no compensation, the fair values are added to investment by the Company in respective subsidiancs

The Company has accounted for its equity investment in subsidiaries at cast.

Financial assets - Derecognition

A financial assets (or, where applicable, a part of a financial asset or part of a group of similar ferancial assets) is prenadly derecognised (i.e. romoved form the Company's statement of tinancial position) when:

(a) The rights to receive cash flows from the asset have expired, or
(b) The Company has transferred its rights to receive cash flow from the asset.

Financial liabilities - Initial recognition and measurement:

The financial liabilities are recognised initialy at fair value and, in the case of loans and bomowings and payablics, net of directly athibutable transaction costs.

Effective interest method

COUNTY

The effective interest method is a method of calculating the amorised cost of a financial instrument and of afocating interest income with griding over the relevant period. The effective interest rate is the rate that exactly discounts future cash receipts or payments Informative Apected life of financial instruments, or where appropriate, a shorter period.

Arshiya Limited Notes to the financial statements for the year ended 31st March.

Financial liabilities - Subsequent measurement

Financial liabilities are subsequently carried at amortized cost using the offective interest method. For trade and other payables meturing within one year from the balance sheet date, the carrying amounts are approximate at their fair value due to the short. maturity of these instruments.

Financial Liabilities - Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debter fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a fiability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined and the amount recognised less cumulative amortisation.

Financial Liabilities - Derecegnition.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another, from the same lender on substantially different torms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new toblity. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Compound Instruments

An issued financial instrument that comprises of both the liability and equity components are accounted as compound financial instruments. The fair value of the liability component is separated from the compound instrument and the residual value is recognised. as equity component of other financial instrument. The lability component is subsequently measured at amortised cost, whereas the equity component is not remeasured after initial recognition. The transaction coals nitated to compound instruments are allocated to the liability and equity components in the proportion to the allocation of gross proceeds. Transaction costs related to equity component is recognised directly in equity and the cost related to bability component is included in the carrying amount of the sability component and amortised using effective interest method.

3.8 Provisions, Contingent Liabilities, Contingent Assets and Commitments:

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the affect of the time value of money is material, provisions are discounted using equivalent period government securities interest rate. Unwinding of the discount is recognised in the statement of profit and loss as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.

Contingent liabilities are disclosed when there is a possible obligation ansing from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholy within the control of the Company or a present obligation that arises from post events where it is either not probable that an outflow of resources will be required to sette or a reliable estimate of the amount cannot be made. Information on contingent liability is disclosed in the Notes to the Financial Statements. Contingent assets are not recognitied. However, when the realisation of income is virtually cortain, then the related asset is no longer a contingent asset, but it is recognised as an asset.

3.9 Dividend Distribution

Aenual dividend distribution to the shareholders is recognised as a liability in the penod in which the dividends are approved by the shereholders. Any interim dividend paid is recognised on approval by Board of Directors. Dividend payable and corresponding tax on dividend distribution is recognised directly in other equity.

3.10 Revenue recognition

Revenue is recognized upon transfer of control of goods or rendering of services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

Generally, control is transfer upon shipment of goods to the customer or when the goods is made available to the customer, provided transfer of title to the customer occurs and the Company has not retained any significant risks of ownership or future obligations with respect to the goods shipped.

Revenue is measured at the amount of consideration which the company expects to be entitled to in aschange for transforming distinct goods or services to a customer as apacified in the contract, excluding amounts collected on behalf of third parties (for example taxes and duties collected on behalf of the government). Consideration is generally due upon satisfaction of performance obligations and a receivable is recognized when the it becomes unconditional.

Notes to the financial statements for the year ended 31st March, 2019

Revenue are recognized so the related services are portormed and revenue from the end of the last invoicing to the recorting date in recognized as untilled revenue.

Revenues in excess of involcing are classified as contract assets (which we refer as unbilled revenue) while involcing in excess of tevenues are classified as contract liabilities (which we rafer to as unearned revenues).

Trade Receivables

A receivable represents the Company's right to an amount of consideration that is uncorditional.

Contract liabilities

A contract liability is the obligation to transfer of services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers services to the customer, a contract lisblify is recognised when the psyment is made Contract liabilities are recognised as revenue when the Company performs under the contract.

(0) income from allotment of warehousing spaces and open yard area for use are recognised for the period the meterial is tying in area as per agreed terms.
(ii) Revenue from valued services and other activities is recognised when related services are performed as per the contractual terms.
(iii) Income from Business Conducting Fees shall be recognized as par contractual terms
(iv) Revenue from lease of fand is recognized as per contract turns agreed between the parties.
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and all the effective interest rate applicable, which is the rate that exactly discounts estimated future cash recepts therugh the expected fife of the financial asset to that asset's net carrying amount on initial recognition.
(vi) Export benefits under Foreign Trade Policy are recognised when utilized.
(vi) Dividend income is recognised when the Company's right to receive the payment is established, which is ganarally when shareholders approve the payment of dividend.

3.11 Foreign currency reinstatement and translation:

Transactions in foreign currencies are initially recorded by the Company at rates prevailing at the date of the transaction. Subsequently monetary flems are translated at closing exchange rates as on balance sheet date and the resulting exchange difference recognised in statement of profit and loss. Offerences arising on settlement of monetary terms are also recognised in statement of profit and loss.

Non-monotary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the transaction. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the exchange rates prevailing at the date when the fair value was determined. The gain or loss arising on translation of iron-monetary terrs measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit. or loss, respectively).

Foreign exchange differences regerded as an adjustment to borrowing costs are presented in the statement of profit and loss, within finance costs. All other finance gains / losses are presented in the statement of profit and loss on a net basis.

3.12 Employee benefits

Short tarm amployee bonefits are recognized as an expense in the statement of profit and loss of the year in which the related services are rendered

(a) Defined Contribution Plan

Contribution to Provident Fund etc. a defined contribution plan, a made in accordance with the statute, and is recognised as an expanse in the year in which employees have rendered services.

(b) Defined Benefit Plan

Leave encastment being a defined benefit plan is accounted for using the projected unit credit method, on the basis of actuarial valuations carried out by third party actuaries at each Balance Sheet data. Actuarial gains and losses attsing from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the year in which they arise. Other costs are accounted in statement of profit and loss.

Notes to the financial statements for the year ended 31st March, 2019

The cost of providing gratuity, a defined banafit plans, is determined using the Projected Unit Credit Method, on the basis of actuarial volustions carred out by third porty scharies at each Balance Sheet date. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the period in which they arise. Other costs are accounted in statement of profit and loss.

Remeasurements of defined benefit plan in respect of post employment and other long term benefits are charged to the other comprehensive income in the year in which they occur. Remeasurements we not reclassified to statement of profit and loss in subsequent periods.

3.13 Taxes on Income

Income tax expense represents the sum of current tax (including MAT and income tax for earlier years) and deferred tax. Tax is recognised in the statement of profit and loss, except to the extent that it relates to items recognised directly in equity or other comprehensive income, in such cases the tax is also recognised directly in equity or in other comprehensive income. Any subsequent change in direct tax on items initially recognised in equity or other comprehensive income is also recognised in equity or other comprehensive income.

Current tax provision is computed for income calculated after considering slipwances and exemptions under the provisions of the applicable Income Tax Laws. Current tax assets and current tax liabilities are off set, and presented as net

Deterred tax is recognised on differences between the carrying amounts of assets and liabilities in the Balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all deductible temporary differences, carry forward lax losses and allowances to the extent that it is probable that future taxable profits will be available against which those deductible. lamporary differences, cany forward tax losses and allowances can be utilized. Deferred tax assets and liabilities are measured at the applicable tax rates. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available against which the temporary differences can be utilized

Credit of MAT is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the MAT credit becomes aligible to be recognised as an asset, the seld asset is created by way of a credit to the statement of profit and loss and shown as MAT credit entitement. The Company reviews the same at each batance sheet date and writes down the carrying amount of MAT credit entitlement to the extent there is no longer convincing evidence to the effect that the Company will pay normal income tox during the specified period.

3.14 Borrowing costs

Borrowing costs specifically relating to the acquisition or construction of qualifying assets that necessarily takes a substantial period of time to get ready for its intended use are capitalized (net of income on temporarily deployment of funds) as part of the cost of such assets. Borrowing costs consist of interest and other costs that the Company mount in connection with the borrowing of funds. For general borrowing used for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalization is determined by applying a capitalization rate to the expenditures on that asset.

The copitatization rate is the weighted menage of the borrowing costs applicable to the borrowings of the Company that are outstanding during the period, other than borrowings made specificisty for the purpose of absorbing a qualifying asset. This amount of borrowing costs capitalized during a period does not exceed the amount of borrowing cost incurred during that period. All other borrowing costs are axpensed in the period in which they occur.

3.15 Earnings per Share

MUMBAI

CO ACCIDO

Basic earnings per share is computed using the net profit/(oss) for the year attributable to the sharaholders' and weighted average riunber of equity shares outstanding during the year

Chuted earnings per share is computed using the net profitious) for the year attributable to the shareholders' and weighted average number of easily and potential equity shares outstanding during the year-including share uplions, convertible preference shares and debardures, ascept where the result would be arti-district Polential equity shares that are converted during the year are included in the calculation of diluted earnings per share, from the beginning of the year or date of issuance of such potential equity shares, to the date of conversion.

3.16 Current and non-current classification

The Company presents assets and lightlifes in statement of financial position based on current/inph-ourrent diassification. The Company has presented non-current assets and current assets, non-current liabilities and current babilities in accordance with Schedule III. Division II of Companies Act, 2013 notified by MCA.

An asset is classified as current when it is:

(a) Expected to be realised or intended to be sold or consumed in normal coerating cycle.

Held primarily for the perpose of trading. 面

Expecting be realised within twelve months after the reporting period, or Only

Notes to the financial statements for the year ended 31st March, 2019

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when it is:

Expected to be settled in normal operating cycle. $f(n)$
(b) Held primarily for the purpose of trading.
(c) Due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settement of the liability for at least twelve months after the reporting period. Odly

All other liabilities are classified as non-current.

The operators cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. Deferred tox assets and labilities are classified as non-current assets and labilities. The Company has identified twelve months as its normal operating cycle.

3.17 Fair value measurement

The Company measures financial instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a lability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset. or transfer the liability takes place either.

ini. In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability. Ibi.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy.

3.18 Off-setting financial instrument.

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a logally enforceable rights. to offset the recognised amounts and there is an intention to wette on a net basis or maline the award and settle the lability simultaneously. The logally enforceable rights must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insotirency or bankruptcy of the Company or counterparty.

3.19 Segment Reporting - Identification of Segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur. expenses, whose operating results are regularly reviewed by the company's chief operating decision maker to make decisions for which discrete financial information is available. Based on the management approach as defined in the AS 108, the chief operating decision maker evaluates the Company's performance and allocates resources based on an analysis of various performance. indicators by business segments and geographic segments.

3.20 Contributed Foulty

Equity Shares are classified as equity, incremental costs directly attributable to the issue of new shares or options are shown in equity as deduction, net of tax from the proceeds.

3.21 Cash flow statement

Cash hows are reported using the indirect method, whereby profit balon tax is adjusted for the effects of transactions of non-cash. nature and any deterrals or accruats of past or future cash necespts or payments. The cash flows from operating investing and financing activities of the Company are segregated based on the available information.

3.22 Business combinations

Business combinations involving entities that are controlled by the Company are accounted for using the pooling of interests method as follows:

Notes to the financial statements for the year ended 31st March, 2019

61 The assets and labilities of the combining enlities are reflected at their carrying amounts.
No adjustments are made to reflect fair values, or recognise any new assets or liabilities. $4371$
HHL Adjustments are only made to harmoniae accounting policies.
The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred IWI from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. However, where the business combination had occurred after that date, the prior period information is restated only from that date.
The balance of the Relatived Earnings appearing in the financial statements of the transferor is approached with the corresponding O balance appearing in the financial statements of the transferee or is adjusted against General Reserve.
(vi) The identifies of the reserves are preserved and the reserves of the transferor become the reserves of the transferee.
The difference, if any, between the amounts recorded as share capital issued plus any additional consideration in the form of cash or evus other assets and the amount of share capital of the transferor is transferred to Capital Reserve and is presented separately from Other Capital Reserves.

Significant accounting judgements, estimates and assumptions

The preparation of the financial statements requires inanagement to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent kebkities. Uncerteinty elocut these assumptions and estimates could result in outcomes that require a material adjustment to the canying amount of assets or liabilities affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and ilabilities within the next financial year, are described below.

The Company based on its assumptions and estimates on parameters available when the financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

4.1 Property, plant and equipment and Intangible Assets

Management reviews the estimated useful lives and residual volues of the assets annually in order to distancing the amount of depreciation to be recorded during any reporting pariod. The useful lives and residual values as per schedule it of the Companies Act. 2013 or are based on the Company's historical experience with smiler assets and taking into account anticipated technological changes, whichever is more spanopriate.

4.2 Income Tax

The Company reviews at each balance sheet date the commig amount of deforred tox assets. The factors used in estimates may differ from actual outcome which could lead to an adjustment to the amounts reported in the financial statements.

4.3 Contingencies

Management has eatimated the possible outflow of resources at the end of each annual reporting financial year, if any, in respect of contingencies/chamilitigations against the Company as it is not possible to predict the outcome of pending matters with accuracy.

4.4 Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss. The Company uses judgement in making these assumptions and selecting the inputs to the impoinment calculation, based on Company's past history, existing morket conditions as well as forward looking extination at the end of each reporting period.

4.5 Impairment of non-financial assots

The Company assesses at each reporting date whether there is an indication that an assot may be impaired. If any indication exists, of when annual impairment teating for an asset is required, the Company estimates the assets recoverable amount. An asset's recoverable amount is the higher of an asset's or Cash Generating Units (CGU) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent to those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable smount, the senat is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less cost of disposal, racent market transactions are taken into account. If no such transactions can be identified, an appropriate voluntion model is used. These caloulations are comporated by valuation multiples or other available fair volue indicators.

Arshiya Limited Notes to the financial statements for the year ended 31st March, 2019

4.6 Defined benefits plans

The Cost of the defined benefit plan and the present value of such obligation are determined using actuarial valuations. An ectuarist valuation involves making various assumptions that may differ from actual devalopments in the future. These include the determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting data.

4.7 Recoverability of trade receivable

Judgements are required in assessing the recoveracility of overdue trade receivables and determining whether a provision against those receivables is required. Factors considered include the credit rating of the counterparty, the amount and timing of anticipated future payments and any possible actions that can be taken to mitigate the risk of non-payment.

4.8 Provisions

Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows can take place many years in the future, the carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take account of changing facts and circumstances.

4.9 Fair value measurement of financial instruments

When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and variatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

4.10 Recent accounting pronouncements:

Standards Issued But Not Effective

On 30th March, 2019, the Ministry of Corporate Affairs (MCA) has notified (ND AS 115 - Leases and certain amendment to existing IND AS. These amendments shall be applicable to the Company from 1st April, 2019.

(a) Issue of IND AS 116 - Lease

Ind AS 116 will supersede the current standard on leases Le. IND AS 17- Leases. As per IND AS 116, the leaser will have to bring to books all the non-cancellable portion of leasing arrangement.

(b) Amendment to existing standards

The MCA has also carried out amendments of the following accounting standards

IND AS 101- First time adoption of Indian Accounting Standards ात
IND AS 103 Business Combinations 00
IND AS 109 Financial Instruments Till
(iv) IND AS 111 Joint Amangements
(v) IND AS 12 Income Taxes
(vi) IND AS 19 Employee Benefits (vi) IND AS 23 - Borrowing Costs.
$|\nabla u|$ Ind AS 28 - Investment in Associates and Joint Ventures

Application of soove standards are not expected to have any significant impact on the Company's financial statements.

Arshiya Limited
Notes to the financial statements for the year ended 31st March, 2019

5. Property, Plant and Equipment
									(Rs. in Lakh)
Particulars	Freehold Land	Buildings	Equipments Plant and	Furniture and Fixtures	Vehicles	Equipments	Computers	mprovements Leasenold	Total
Gross Carrying Value (at deemed cost) As at 31st March, 2017 Sieschsinn Additions	(9.337.94) 77.439.24 59.02	42.099.06 17,202.94	231.14) 3,411.84	736.59 532.44	48.96	704.65 30.76 091.47	70.01	-33.37	125,530.54 69.78 29,009.13
As at 31st March, 2018	68,160.30	24,896.12	2,180.70	204.15	48.96	017.58	70.01	33.37	96,611.19
Transfer to inventored Disposats/Decemed Additions	19,089.31		(1.36) 21.00	8.46 118.17	(15.28) 13.96	(38, 17) 8.OT	43.00 17,12	(33.37)	RB 247.34 15,089.3
As at 31st March, 2019	49,070.99	24,896.12	2,200.35	96.44	47.64	900,42	44,13	٠	77,344.09
Accumulated Depreciation As at 31st March, 2017	ö.	045.60	321.52	140.87	6.40	452.08	23.27	18.23	2018.07
Dispredation for the year Disposais	- 1	999 65 539.43	207,43) 304.05	180.24 124.84	3.09	394.02) 320.41	6.67	居中	1,321.12 1997.1
As at 31st March, 2018		.505.82	418.14	85.57	29,49	378.47	31.94	23.13	2,472.56

Notes:

1) Freemont Land includes. Ris. 9.738.11 Latel studied at Neigher, which is under possession of a tender as per the Order of Northern High Court of Bortony detect 501 May, 2013.

1,14949
(135.32)
3,485.73

23.13

¢ ×

1.18

$(21, 93)$ 11.19

153.60
(19.18)

7.97

24.38

209.88

512.89

25.76

49.88

1,505.82 752.48 73,868.36
94,138.63

10.24

32.94

476.53

21,88

46.56

1,572.84 1,762.56

22,637.82 23,390.30

49,070.99 68,160.30

Not Carrying value as at 31st March, 2019
Not Carrying value as at 31st March, 2018

2,258.30

×.

Depredation for the year

As at 31st March, 2019 Disposals/Outamed

As at 31st March, 2018

639.11

19.47

118,58

38.07

2) Freehold: Lend measuring 42.58 Acros amounting to Rs. 7.499.35 Lash is used for Domestic warehousing purpose located at Khurja, Biolandshahr, Uttan Pradesh,

3) Euring the year, Freehold Land measuring 45.52 Acres amounting to Rs. 19,009.31 Lakh are converted into inventories

4) Gross camping value analotes cost of vehicles taken on finance lease Rs.13.36 Latin.

5). In accordance with the Indian Accounting Standard (INO AS, 36) on "Innperment, the management during the versite of searches of identifying the asserts that may be a search of the management of the management and accor ß during the year ended 31st March, 2019. CETARION

6. Intangible Assets
			(Rs. in Lakh)
Particulars	Trade Mark	Software	Total
Gross Carrying Value (at deemed cost)
As at 31st March, 2017	0.49	588.14	588.63
Additions/other adjustments		1.120.00	1.120.00
As at 31st March, 2018.	0.49	1,708.14	1,708.63
Additions
Disposals/Discarded		(116.94)	(116.94)
As at 31st March, 2019	0.49	1,591.20	1,591.69
Accumulated Amortisation
As at 31st March, 2017	0.20	156.41	156.61
Amortisation for the year	0.17	315.89	316.06
Deductions.
As at 31st March, 2018	0.37	472.30	472.67
Amortisation for the year	÷	33273	332.73
Daductions		(59.57)	(59.57)
As at 31st March, 2019	0.37	745.46	745.83
Net Carrying value as at 31st March, 2019	0.12	845.74	845.86
Net Carrying value as at 31st March, 2018	0.12	1.235.84	1,235.96

Arshiya Limited Notes to the financial statements for the year ended 31st March, 2019

Particulars	As at 31at Mar 2019		As at 31st Mar 2018
	No. of Shares	Rs. in Luish	No. of Shares	Rs. in Lake:
Non-Curront Financial Assets T. Investments (Unquoted Investments carried at Cost) (6 Investments in Equity Instruments of Subsidiaries)
Anshire Industrial & Dashbution Hub Limbed (the face value of Rs. 10 leads) (3)	1.72.37.182	44,400.72	1.72.37.152	44.499.72
Arshiya Northam FTWZ Limited (the face value of Rs 10 each) @	1.08.68.077	44,625.29	1.08.68.177	44 625 25
Arsniya Raik infrastructure Limited (the face value of Rs. 10 each) @	4:23:84:417	38,369.21	4,23.84.417	38 369 21
Arshiya Transport and intending Limited (the face value of Rs 10 each)	55:500	5.92	50:008	5.00
Arshiya Technologies (India) Private Limited (the face value of Ris. 10 each).	1.01.155	2.00	1,01.158	2.00
Anthiya Lifaatyle Limited (the face value of Rs. 10 each).	14.85.000	14.95	14 85 000	14.88
Anniva Logistics Services Limited (Formarly Viscom as Loompat Bolas Exim- Trading Ltd.) (the face value Ra. 10 each)	18.00.000	156.66	16:00.000	155.50
Lowrigati Batas Supply Chain Management Private Limited (the face value of Rs. 10 each)	50,000	300
Anomatous Infra Private Limited (the face value of Rs. 10 each).	1.10,000	11:00
Anthiya Northern Projects Private Limited (the face varue Rs. 10 each).	50,000	5.00
Arships Infrastructure Davelopers Private Limited (the face value Rx. 10 each).	10.000	1.00
Unnvalled Infrastructure Private Lamited (the face value Rs. 10 esch)	10.000	1.00
Total III		1.27.694.57		1,27,671.58
(All the above equity shares we fully paid up) (ii) Deemed Equity Investments Investments at amortised cost Analysi Industrial & Distribution Hut Limited Anahiya Northam FTWZ Limited Arshya flail Intrashucture Linicad Arshiva Transport and Handing Limited Arahiya Lihistyin Limbad. Anomalous Infra Pricete Limited		1.115.48 36,090 1,796.82 302.40 1,681.96 1,091.88		1.112.78 596.98 1.735.02 $0.07 - 0.07$ 495.89
Total diò		6,985.45		4.345.46
Total (i+ii)		1.54.680.02		1,32,018.03

(5) As per debt coverients of the following Subsidiaries is required to pleage 100% of the shareholding at favor lenders however the Comacny has predged following number equity sharehold

4 Stat March, 2018 - 70,59,086 (31st March 2018 - 79,46,624 ) equity shares in Arships Northern FTWZ Limited.
@ 31st March, 2019 - 51,05,769 (31st March, 2018 - 1,35,65,639) equity sheres in Arships Industrial & Distributi

8) 31st March. 2019 - 1.54.78.500 (31st March. 2018 - 3.87.32.491) equity shares in Anthiya Rail Infrastructure Limited

		(Raile Lakh)
Particulars	As at 31st Mar. 2019	As at 3106 Mar 2018
Non- Current Financial Assets
B. Leans
Unsecured, considered good unless otherwise stated
Loans to Subsidiance (Refer Note No. 95)	1.732.14	1,731.47
Total	1,732.14	1,731.47

9. Trade Receivables Unsacured
Considered good - Dinascured (Receivables from Related party (Refer Note No. 56))	6,061.60
Total	6,061.50

10. Other Non- Current Assets Casital Advances
Considered good	1,020.41	193 631
Consumered doubth.	1,395.00	1,005.00
Lease: Provesion for implement.	2,415.41 (1.366.00)	1,085.65 11,395.001
	1,020.41	93.65
Security Deposits	5938	60.89
TDS Receivables/Trave pack	2.240.54	2,122.27
Total	3.320.34	2.278.81
Current Assets

11. Inventories Lord	19,509.97
Total	16,835.97

Current Pinancial Assets
12. Trado Recoivables
Considered good - Lineacured (Receivables from Related party (Refer Nets No. 56))	314.04	784 60
Trade Receivables which hove eignificant increase in credit risk.	25.97 \$40.01	地位 781.29
Less Provisor for exposted credit lesses.	(26.37)	196.001

Total	814.04	754,60
13. Cash and Cash Equivalents
Balances with sanks:
$-$ in current aconumers.	5.77	130.78
Cash on hand.	言ひ合	8 frt
Total	5.06	135.65
14. Other Gank Balancas
Deposits with bank to the astert held as margin menas-	16.37
liniarice with benk in Unsaid divident account		0.04
Total	15.57	0.04
15. Lowres
Unsecured, considered good unlass otherwise stated
Loans to Subschemes (Refer Note No. 98)	30.327.14	33:279.99
Total	30,327.14	33.279.99

Arshiya Limited Notes to the financial statements for the year ended 31st March, 2019

			(Rs. in Lakh)
Particulars		As at 3 Fiet Mar 3010	As at 31st Mar 2010
10. Other Financial Assets Inbitied Revenue Margin money with Lender® Other recoverables:		2,500.00 179.00 1:412.95	380.41 170.00 1,268.30
	Total	4,082.95	1,845.71
*To be adjusted at lime of final settlement
17. Other Current Assets Advances to Seppliers DINEY AINDROPS Prett ald a coartsell Ballances with Statutory, Gevernmers Authorities (Roter Note No S15) Cash sezed by Wcorke Tax (Refer Note No.48).		44.42 63,261 60.36 805.66	115.48 93.26 54.75 1,956.17 100.00
	Total	2,134.00	2,318.64

		(Rs. in Lakh)
Particulars	As at 31st Mar. 2019	As at 31st Mar 2018
18. Equity Share Capital
Authorized (i) 24,76,00,000 (31st March, 2019 - 34,75.00.000) Equity Shares of Ra. 2 each. (6) 1:10.00.000 (31st March, 2018 - 1.10.00.000) DV: Optionally Convertible Redeemable Politimization Sheres (OCSPS) of Rs. 10 wash	4.950.00 1.100.00	4.950.00 1,100.00
Total	G.060.00	6,960.06
Equity Share Capital - lasued, subscribed and fully paid. 14.96.14.292 (Std Marth, 2018 - 22.82.18.776) Eraily studes of Rs. 2 each	4.872.29	4.554.54
Total	4.572.29	4,964.54

(a) Tenns and rights

G) Terms and dahis attached to equity shares.

or Lectron and provide the state of the final particle of Rx 2 per share. Each holder of could share is entitled to one vote yet share. The
The Company has the close of monty share having a particle to divisind as may be p the Stateholders at the annuing General Moeting.

in the event of liquidation of the Company, the bolders of Equity Sharcs will be critical to recove remember assets of the Company, whereforestion
of all preferential annuaria. The distribution will be relite proportion to

19) Terms and name attached to the Quivarally Convertible Redeemable Preference Shares (OCRPS)
The Company has 0% optionally convertible redeemable preference stares hourg 8.081 visue of Rs. 10 per share.
/ entitied to con

(b) Reconciliation of equity shares and optionally convertible preference shares

In Recordifiation of equity shares outstanding as at the beginning and end of the year	As at 31st March 3019		As at 31st March 2018
Particulars	Number of Shares	Rou in Lake	Number of Shares	Ro. in Latch
Selence as at the beginning of the year	$-29.69.16.776.$	4.554.34	15.81.79.472	3.123.50
Add fasued during the year.	七相前留于条件前	DOT SAL	2.20.37.304	640.75
Balance as at the end of the year.	24.36.14.282	4, 872.29	22,82,16,776	4.564.34

(ii) Reconciliation of optionally convertible redoctrable preference shares outstanding as at the beginning and and of the year.

		As at 31st March 2013
Number of Shares	Ru. in Lakh	Number of Shares.	Ro. at Lakh
57,64,619	576.48
		1.19.13.329	1.191.33
(四)形成形状()	(576.46)	IST ARTICLE	(014.87)
		57.64.613	d71.40
		As at 31st March 2019

Notes to the financial statements for the year ended 31st March, 2019

	As at 31st March 2019.		As at 31st March 2018
Hame of the shareholder	Number of equity shares	Percentage (%) shareholding.	Mumber of equity shanes	Percentage (%) shareholding
Archang A Milkal Arey & Midsal Edalweiss Asset Reconstruction Company Limited IFFYINGS VALISHE SWITZ	8.86.66.788 3.86.61.437 5.05.68.620	36:38% 55.83% 24,45%	8.85.59.268 1.70 60 957 4.56.62.304	14.80% 6.34% 20/04/61

(if) in the Previous year ended 31st March, 2018 the Company had allohad to the Promoter Directors 1,00,00,000 squry sheres and 1,00,00,000
shere warrants of Re. 21-each at a premium of Re.56.35 per share on preferents bee SEB (Issue of Capital and Disclesure Requirements) Regulation, 85,00,000 share womens out of 1,00,00,000 share warrants have been convented into Equity shares on lith November, 2017.

Curreg the year, the Company has alloted 15,00,000 Equity Shares of tice value of Rx 2 each to the Promoter upon conversion of equal hardter of worrants.

Particulars. 19: Other Equity (I) Share Application money pending allowant Balances as at the beginning of the year. Less On usual of Equity Shares	An at- Stat Mar. 2019 × ÷	An at 31st Mar 2015



		18,786.71
		(18.786.71)
Balances as at the end of the year	÷
(ii) Money Received against share warrants
Balances as at the beginning of the year.	560.25
Add: legisled during this year.	35.00	960.25
Less: On issue of Equity Shanes.	(0.75, 2.5)
Balances as at the end of the year.		980 25
(8) Equity Component of 9% Optionally Convertiste Preference shares (OCRPS)
Balances as at the baginning of the year.	47,551.87	88,620.84
Leas 'Dn baue of Bouty Shares	147 551 871	(41,068,07)
Balances as at the end of the year		47.551.87
Iv) Amalgamation Reserve	124,80	124.85
Batenoos as at the beginning and end of the year
Reserve and Surplus.
M Securities Premium Account
Dalances so at the beginning of the year.	174,658,67 55 213 49	75,617.43 95.275.88
Add: On assus of Itauriy Shieres Learn, Share teleperational Transaction cost.		(37.62)
Datescan as all the end of the year.	2.33.072.16	1,74,853.67
(w) General Reserve
Bacances as at the beginning and end of the year	94015	IMG 13
(et) Donofilm the Statement of Profit and Local
balancia ilu at the beginning of the year.	(63.965.47)	88.332.901
Add. MidtorLosgo for the year.	(3.516.48)	1,895.96
Add: Other comprehensive income/toss).	6.11	12.691
Add: Fair Value of Financial Intervinents		64.05 390.41
Alta, Conditional Lease next Bulances as at the end of the year	(67,463,85)	(63.980.47)
Total (i) to vi b	1.66.643.28	1.60.350.30

Nature and purpose of Reserve and Surplus:

Sociation premium arobart is created in record premium received on losse of equity shams. The reserve is utilized in accordance with the previous first discussion of the Companies Act, 3013

(b) General Reserve:

Gesard Rasene at used for time to time to transfer of pratts from Rataings for appropriation persons. As its general reseme is created
by a transfer from one component of equity to another and is not an item of other compo

Notes to the financial statements for the year ended 31st March, 2019

(c) Arraigamation Reserve:

Analgariation neserve is created an account of achieve of antalgariation of existing SDP (kidai) Private Limited with the Campany approved by the Hosibia High Court of Jud-britan at Bombay in earlier years.

(d) Retained Earning:

Retained Earnings are the profit/iosal of the Company earned 31-bats net of appropriations.

			(RG in L
Perfeulare		As at 31st Mar, 2019	As at 31st Mar 2018
Non-Current Liabilities 20. Giorrowings Secured (a) Term Loans From Banks From Other Parsex (b) Vehicles Loan from bonk. Jatilly Component of Conspound Financial Instruments (CICRPS)		57143 56 GBG 20 9.52 ٠	10.497.26 16:342.61
	Total	60,267.20	TR 659.99

The details of security, terms of repayment and interest on non-current borrowings (which includes current maturities) obtained by the Company are given below

20.5 Super Term loan from Banks

11 Rupee loan of Rg. 3,193.29 Lakh (31st March, 2018 - Rs. 3,189.79 Lakh)

(a) Securities provided

(6 Second charge on mousine and introductie Pative) assets of the Company except for the orcholod properties under Leate Agreement color of the February, 2018

(ii) Second charge on present and future receivables moluting the amount deposited to the EARC TRA access of the Company.
(iii) The above kners are secured by personal guarantees of two Prompter Directors of the Company.

(b) Tonns of interest rate

(i) Rate of Interest is @ 14 50% p.a.

(a) Torms of Repayment.

Report term loan is repayable in Bullet payment at the end of the tenure of item Le. 36 months

8th The amorts on out disclosed above is set off incidental cost of borrowings aggregating of Rs. 6.71 Lawn (31st March. 2018 - Rs. 10.21 Lawn).

(2) Russe loss of Ro. 474.30 Lakh (a) Securities provided

10 Second charge on installe and inntruster Paraxi assets of the Company except for the excluded properties under Lease Agreement dated 3rd February, 2018

(ii) Second charge on present and fulure recovaties including the arrows deposted to the CARC TRA account of the Company. (iii) The above loans are assured by parsons guessness of two Promotiv Directors of the Company

(b) Terms of Interest rate

Rate of interest is @ 14.50% p.a.

at) Terms of Repayments

Musellerit toat is repayable in TB equal monthly installment commencing from the state of first distancement Le D1st August, 2010

(d) The Company has been in default for the resignment of principal antiquit of Ris. 19:17 Lakin.

28.2 Ruggs Terre toans from Other Parties

(1) Rupes term Joan of Rs. 69.513.25 Lief: (316) March, 2018 - Rc. 54, (58, 231, skt);

(a) Security provided:

is France and the penerical future moveds and immunite project, plant and opapment incussing imangles starsk, assignment of rights
and senates but excluding project sassing for Khunja FTWZ project, Khunja Distingute, Finga

(i) Descript charge on current assets of the Company but secketing current assets for Khurja FTV/Z project. Shurja Castiquek Project, Negaur project and Rail project on part pees bases.

Die in Lakhi-

Hill first pair passu draft piby way of hypothecation on the Partnel Racewabits both existing and future of whatsoever nature.

(k) The above loans are secured by personal guarantees of two Promotor Directors of the Company.

(ii) The loans are secured by stedged of shares held by the two Promoter Directors of the Company.

(b) Terms of Interest rate

Rate of Interest to @ 10% p.e. compounded auxiliary.

(c) Terms of Repayment -

STEDIA SAN

ANUMBA

FD AD

Vear.	Loan Hors Others
PT 2017-18	5,671.05
FY 3021-22	14 DO L 46
FY 3022-23	80-104-50
Tatal	GO DTT 86

Notes to the financial statements for the year ended 31st March, 2019

(d) The Company has been in pateur, for the repayment of principal amount of Rs. 5.671.09 Lakh. (31st March, 2018 - Rs. 1.671.09 Lasky

(e) The american cost doctosed above to net off incidental cost of borrowings aggregating of Rs. 540.00 Lake (31st Macri, 2018 - Rs. 717.82

(2) Rugste Norm (spr) of Ra. 2,465.44 Luers (31st March, 2018 - Rs. 2,672,34 Lush);

(a) Securities provided (i) Societid charge by way of oquitable mongage/hypothecation on the entire immovable and movable property, plant and equipment of the Conquesy.

OF WASHING LOOKS

(ii) The above loans are recurred by personal guarantees of two Prometer Directors of the Company

(Id Terms of Repayment-

Rapper term tion is repayable in 13 structured guartery instalments commencing from 31at January, 2018.

(c) The Company has been in delays for the repayment of principal amount of Ris. 670.001.akh. (21st Mainn, 2018 - Poi. 428 Lietr)

(d) The amortised cost disclosed above is net off incidental cost of bombuings aggregating of Rs. 199.56 Lakh (31at March, 2016 - Rs. 405.66

[3] Rupes term loan of Rs. 2.016.66 Lakh:

(a) Socurities provided (i) The blow loan are secured by charge on residual cashflow of the Company.

(ii) The above loans are secured by the inhouseble property hold by see Promoter Director of the Company on paridassus basis

(iii) The above loans are assured by personal guarantees of two Promoter Directors of the Company.

(iv) The above loans are socured by pledged of shares held by the one Promoter Director of the Company.

(b) Terres of Interest rate

Rate of interest is @ 18% p.a.compounded holf yearly.

(c) Terms of Repayment-

Rupes term icen is repeate in build payment at the end of the tonure of text i.e. 18 months.

(d) The amortised cost disclosed above is not of incidental cost of bottowage aggregating of Fix. 81,35 Lash.

20.3 Vehicle loans from Bank

Vehicle loans are secured by way of hypothecalich of vanicles. Rate of interest is @ 8.55% p.a. and repsyment tenue in monthly instalment up to

			(Rs. in Lakfo
Particulars		As at 31st Mar. 2019	As at 31st Mar 2018
21. Other Pinaricial Liabilities Interest accrued but not due on bootswings		321.95
Financial Lisbilities of amortised cost. Financial quarterliess obligations Charles and a high-		1,390.76	1,191.60
	Total 1000	1,652.72	2,791.67
22. Provisions
Provision for imployee benefits (Refer Note No.4). Gratury Lukka Gridsbhroutt STATISTICS		80.00 -36.35	101-32 49.70
	Tretal	119,991	151.02

Particulars		As at 31st Mar. 2419	Anat 31st Mar 2018
Current Fisuric bill Liabilities
23. Borrowings
Socured (a) Loss from Other Parties		0.024.05	8.474.05
Unsecured (a) Loane from Promoter Descripts (b) inter Corporate Deposits		180.11 TT:00	77.00
	TOTAL	9.261.16	10,488.81

Notes to the financial statements for the year ended Stat March, 2015

(23.1) Loan from Other Parties

(1) Loan of Rx. 5,474.04 Lekh (31st March, 2018 - Rs. 8,474.04 Lekh)

(6 Securities provided
First Ranking charges on all present and future cash flows, all assets and recorble colleteed available (offer outsing texters of the Company
as per the Deed of Hypothecation
The above loans are secured by personal guarantees of two Promoter Directors of the Company.

(ii) Terms of interest: @ 18% p.a.

(ii) The Company has been in debut for the regisyment of principal amount of Rs. 8,474.04 Lake (31st Warch, 2018 - Rs. Ni).

(25 Loan of Rs. 550.00 Lawn)

(i) Securities provided
- Exclusive charges on cash lices of Domestic worehousing building.
The gloove loans are secured by mortpage over lends admessaring 7,130 Sq. mt. of the Company and wholly owned subelisinks company
The above barrs are secured by personal guarantees of one Premoter Director of the Company
The above loans are secured by corporato guarantees of the two subsidiary Companies.

Sit Terms of Interest: @ 11% p.a.

(23.2) Loans from promoter directors are interest free and repayable on demand.

(23.3) Unascured Loan from fritur Corporate Deposits:

Intersosporate Deposit of Re. 77 Laws (21to March, 2018 - 77 Lake) is interest free and repayable or demand.

Particulars	As at 31st Mar. 2019	An at 31st Mar 2018
24. Trade Payables
Micro and Small Enterprises (Refer Nels No. 40) Offens	37.88 684.91	0.69 591 FAL
Total	612.79	587.55

As at Particulars Stot Mar. 2019 25. Other Financial Lisbilities Financial Liabilities at areorised cost. 569.00 Current maturities of long term dable from banks. 14,541.00 Current maturities of long-term debts from other parties. 1.80 Carmen misturises of websicle foam. G 65m 65 interest accrued and due on belowings. 4.674.89 Interest accrued but not due on barrowings- 256 Interest payable on delayed payments to MSMED predicts (Refar historitie 40)		DOCTOR
		As at 31st Mar 3018
403.30 Deaged from U.K. Enalders 575.05 Financial Guerantee Obligations 203.92 Pavable for capital social. 301 (D) Dues to employees a 680.25 Founder for putercure. 29,479.54 Tatal	Dreleated thinkends.	1,491.67 12675.60 1.407.85 1,892.26 0.22 U.DA 585.88 606 TT 137.39 267.81 641.50 21,506,03

26.1 Tennisans from Gank - Rx. 1,472.84 Lakh (21st March, 2018 - Rt. 1,491.67 Lukh).

in Securities provided

Second charge on mousible and immousible property, plant and equipments of the Company, present and future on pail-passu

(ii) The above least is secured by personal guarantees of two Promoter Directors of the Company.

(iii) Tarms of interest cole:

Rato of interest is 30, 12% p.a.

(v) Terms of Repayment & Default:

The bank has been received to an of the 1.472.84 Lake (21st March, 2016 - Rs 1.491.67 Lake) and sweet peckating penid interest of Rs. 175.95
Lake (3tal March, 2018 - Rs. 32.15 Laur)

Notes to the financial statements for the year ended 21at March, 2015

25.3 Term Içans from Other Parties:
(1) Loan of Rx. 5.000.00 Laun (2) st Merch, 2018 - Rx. 5.000.00 Laar) (Refer Note Ivo. 38) Secured by first and exclusive charge on land squased at Wilage Buseon at Nagaur, Mahamantra. The seat least control returned @ 20% p.a.

(2) Loan of Rs. 2.000.00 Lake (31st March, 2018 - Rs. 1.951.52 Lokin) (Rafar Note No. 39)

of Secured by Not and exclusive charge on land situated at Hinarja, Bulandahang, Urlar Pradeah.
36 The Company has been in detail for the leasement of procipal amount of Rix, 2 000.00 Lake, (31ki March, 2018 - Ris, 975.00

(iii) The arrivised cost disclosed above is net of incidental cost of bonowings aggregating of Rx. Nii (Stat Macch, 2018 - Pa. 22:48 Lakin).

25.3 Dearls of detault is payment of interest on secured leave as on 31st March, 2019 are as follows;

				URS. In Lank
$\frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right)$	Vear	Barks	Others	Total
	FY 2017-10	32.15	1,303.42	325.57
	FY 2018-19	239.77	5,291.11	5,530.88
	Total	271.92	9.594.53	6,006.45

			Placin Lake
Particulars		AG all 21st Nov. 2019	An at 31tl Nar 2018
36. Other Current Lisbilities Tracin activances received. Other Payables:		1.38	94.37
Statutory Liabilities Statutery dues (Right vible below). interestion delayed payment of statutory dues		774.86 887.67	368.3 611.77
	biti	1.424.11	1,062.48

Notes:

(i) Statutory dass included Tax deducted at sources (TDS), Googs and Service tex (OST), Provident Fund (PF), Profession Tax (PT) and Employee.
State insurance Corporation (ESIC).

2) Based on recent Supreme court judgement on abucture of component for calculation of Provident Fund dated February 28, 2019 there are
various interpretamiesines including its applicability thus prospective providers w.e.

			(Ro. In Lakin)
Particulars.		As at 31st Mar. 2018	An.xt 31st Mar 2018
37. Provision Provision for employee benefits (Reter Note No. 41) Leave encastment ---		5.35	9.57
	TERM	0.15	3.57

	Vear Ended	Year Ended
Particulars	31st Mar 2019	31st Mar 2018

28. Revenue From Operations.
Sole of services. Free Trade and Warehousing Zone operations
Blorage Income		02 448.0
Consideration on Lesse of Land Consistorus Lease Rent	7,187.87 2,500.00	0.48
Business Conducting Fees (Refe) Note No. 53) Material Handling and other services	3.361.11	972.91 849.29
Income from Domestic Watehousing	121/00	20.05
Total	13.139.98	8,542.02
29. Other Income

Bank food deposits Interest income from athers.	$D$ 13 7.40	1.38
Interest income on financial assets carried at amortised cost
Loss to Subsidiance.	420.02	185.51
Other Non-Operating Income Financial guarantee incomé	898.95	439.31
Fareign exchange differences (net)		16.22
Sundry balances written back (net) Miscollarionus income	204.27 0.16	175.95 2.82
Gain on derectorised of Lusbilly Component	853.17
Cain on disposal of Property, plant and equipment (net)	0.33
Tobal	2.192.48	1.020.09
30. Cost of Inventories (Lease Land)
Cost of Inventories (Lease Land)	2.583.34
Total	2,583.34
31. Material Handling and other Charges
Material Handing and other Charges.	87.63	120 (1)
Total	87.63	320.61
32. Employee Benefits Expense
Saturies, wages and bonus	1.825.32	1394.29
Contribution to provident and other funds.	50.04	30.00
Staff welfare experiency	44.92	31.42
Total	1,720.28	1,456.61
33. Finance Cost
Inferent registras as registrates Unwinding interest on security placeasts.	10,810.67	13 259.46 228.36
Indentity G3MSM can temperature in an edi-	$-2.56$	0.22
Interest expense on statutory dues. Other borrowing costs.	88.08 339.21	214.30 11.51
Total	11,236.53	13,781.94
34. Depreciation and Amortivation Expense
	1,149.49	1.775.81
Depreciation on Property, plant and equipment. Amortisation of intengible assets	332.73	316.06
Total	1,482.22	2,091.67

		(Fox. in Lakiv)
Particulars	Year Ended 31st Mar 2010	Year Ended 31st Mar 2018
28. Other Expenses
Electricity charges	111.89	230.71
Reich	29.06	23.58
Repairs and maintenance.
- Building	85.13	104.28
- Plant and Machinery	63.36	84.53
. Otters.	35.42 11:30	58.65 9.06
bisurarice.	12.85	4.94
Rates and sayes Communication experiency	20.75	22.73
Traveling and conveyance expenses	83.17	05.31
Vehicle expenses	56.41	$-42.28$
Printing and assistancy.	27.77	24.24
Logal and professional fees.	130.90	148.45
security charges.	52.27	246.90
Auditor's remuneration:
Audit Fees:	54-50	64.00
- Limited Review Fees	15:00	18.25
Cortification frees	2.20	1.75
Advertisement and Sales Business Promotion expenses.	78.66	78.23
Allowance for doubtful debts	B 69	733
Bad debts	3.16
Foreign excitance differences (net)	12.81 2.65	5.78
Director sitting fees	78.82	88.53
Miscollaneous expertises Driscarding/wilten off of Property, plant and equipment and Intensible	168.04
scents
Total	1.038.20	1,332.46
36. Exceptional Items
Settlement of days.	100.75	(2.001.74)
Gass on monetication of property, plant and equipment (Refer Note No. 55)		(15,633,29)
Loss on sale of subsidiary (Refer Note No 54.2)		4338.19
Total	700.75	(13.286.84)

Notes to the financial statements for the year ended 31st March, 2019

37 Contingent Liabilities and Commitments

37.1 Contingent Liabilities (to the extent not provided for in respect of):

			FOR. IT LAKE
S. No.	Farticulars.	As at 31st March, 2019	As at 31st March, 2018.
(1)	Disputed Income Tax demands.	18.515.52	11,087.78
	Disputed Sales Tax demands		20.61
崔	Disputed Service Tax demands	62.68
5W)	Disputed Local Body Tax demands	180.33	CE DBY
öε	Claims soainst the Company not advisovedged as debts.	2,268.60	2,321.70
βØ	Import Continuity: Transshipment Bond	10,000.00	10,000.00
EVID	Bond oum legal under texing	5,198.00	5,198.00
(1)	Bank Guarantees for Maharashira Pollution Control Board.	15.00
iix)	Corporate Guarantees given	18,500.00

37.2 Capital commitments

Estimated amount of contracts remaining to be executed on capital and other possuits and not provided for item of advances paid) are Rs. 6,782.08 Lakrs (31st March, 2016 - Rs. Ni)

A Public Pinancial Institution (PFI) agreed to settle their outstanding loan constituting principle and interest of Rs. 16,700 Lakh. Settlement 38. terms and contifices implyes payment of Rs. 5.000 Lawy which is secured by land of Magour and for balance amount of Rs. 11,700 Lawy. allotment of Optionally Convertible Redeemable Preference Shares - V (CCRPS - V), convertible up to 15.50,000 aquity shares at the option of the PFI. Considering the same, necessary effect his been given in the books of accounts during the previous year. As per shareholder approval in the EOGM dated 29th January 2018. Ihe company has approved allotment of 11,70.000 OCRPS - V and the same ses converted into 15.50.000 figury shares on 22nd February, 2018 as per settlement terms agreed. Subsequently in the Honorable High Court of Bombay, the Company has made the representation that post allotment of the equity shores as swerclass by the PFI, the total autatanding debt remains at Rs. 5,000 lakhs.

During the year ended 31st March, 2019, the PFI has assigned its debt to the Edelwaiss Asset Reconstruction Company (EARC). The Company has provided interest in line with major terms negotiated with EARO, 11 the Treatsation of the restructuring agreement.

During the year, the Company has defaulted in payment as per consent terms signed with one of the Non-Banking Financial Company. 39 (NSFC). Subsequent to the year end 31st Merch. 2019, the sext NSFC has assigned its date to Edewaras Assot Roconstruction Company (EARC). Pursuant to said assignment, EARC has become the lender and entitled to recover total dues along with interest at contractual rates and other changes. The company doesn't expect any additional tabilities f changes and liabilities accounted in the books of account ans adocsain.

Clocksures under Micro, Small And Medium Enterprises Development ("MSMED") Act. 2006 as:

			(Rs. in Lak
Sr. No.	Description	As at 31st March 2019	As at 31st March 2018
183.	Principal amount due and ramaring unpaid	\$8.18	0.88
m	Interest due thereon remaining unpaid	2.55	0.22
ia)	interest paid by the Company in terms of Sedern 16 of the MSMED Act, 2010, along with the alliount of the payment made to the suppliers beyond the appointed day during the year.
जा	Intennet due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest spected under the MSMED Act, 2005.
×я	from a phoening and comparing and	2.59	0.22
$-1$	interest temaining due and payable even in the succeeding years, until such data] when the marget dues as above as actually paid to the relots and small contraries.

Note: Dues to Micro. Small and Medium enterprises have been determined to the extent outh parties have been identified on the basis. of information consensed by the Company and relied upon by the Auditors.

a. Employee Benefits

Disclosure pursuant to indian Accounting Standard (IND AS) 19 - Employee Benefits $41.1$

Defined Contribution Plan: Tal

Contribution to Defined Contribution Plan: recognised as expenses for the years are as under:

이 좋아하나 그 사람들이 사이를 들어가자 사람이 없어서 보내 먹는 것이 사람이 없어. 나는 어떻게 되었어요? 나는 아이들이 사람이 많이 있다.		(Rs. in Lakh)
Particulars	Year ended 31st March, 2010	Year ended 31st March, 2018
Employer's Contribution to Provident Fund-	1.911	890
Employer's Contribution to Pension Scheme.	17.97	15.50
Einbloke's Contribution to ESIC.	0.47	102

Notes to the financial statements for the year ended 31st March, 2019

$|10\rangle$ Brief descriptions of the plans

The Companys defree contribution plans are Provident Fund and Employees State Insurance where the Company has no further
poligiblen beyond making the contributions. The Company's defined benefit plans include gratulty. The leave encastment as per the Company's policy.

270 树

上帝得免的化对乙烯氯代四碘代乙		FRS. IN LOND.
Particulars	As at 31st March 2019	As at 31st March 2018
Provision recognised in the Balance Sheet Current Provision as at the end of the year	8.35	6.57
Non Current Provision as at the end of the year. Provision recognised in the Balance Sheet	38.33 45.68	49.70 59.27

Defined benefit plan - Gratulty: (4)

The employee's Gratuby had in managed by the Life Insurance Corporation of India. The present value of obligation is celemined based
On actuarial valuation soing the Projected Unit Crodit Method, which recognised each peri employee benefit entifement and measures each unit separately to build up to final obligation.

Particulars	Year ended. 31st March 2019	Year-ended 31st March 2018
1. Actuarial assumptions
Mortwilly Table	indian Assured Ives Indian	Assured lives Mortality (2006-06) Ult. Mortality (2006-06) Ult.
Discount rate	6 95%	7.40%
Expected return on plan assets	7 40%	7.40%
Salary Escalation Rate	9.00%	7.00%
Withdrawal Rate	17:00%	15.00%
Retirement Age	SS Years	58 Years

II. Change in Present value of defined benefit obligations.
Provision as at the beginning of the year.	116.24	99.57
Internet/cont	8.59	6.46
Current service cost	16.17	26.73
Benetis paid	14.731	(8.15)
Acquisition adjustments	[31.54]
Actuarial (gain)Ross on ubligations	(8.11)	17.371
Provision as at the end of the year.	96.82	118.24
Ili. Change in Fair valus of plan assets
Fair value of plan assets as at the beginning of the year.	16.92	14.02
Espected return on plan cosats	$+100$	1.03
Actual Enterprise's Contributions		B.15
		图 15
Benefits paid		(1.03)
Actuarial gain/boss/ on plan ansets
Fair value of plan assets as at the end of the year.	18.12	14.92
IV. Actual return on plan assets
Expected return on plan assets	$7 - 10$	7.03
Actuarial gain/Boss) on plan assets.		(100.11)
Actual return on plan assets.	1.10

V. Provision recognized in the Balance Sheet.		118.24
Provision as at the end of the year.	96.62
Twir value of plan analyts as at the end of the year.	16.02	14.92
Revision recognized in the Ealance Sheet.	80.60	101.32
VI. Percentage of each category of pian reserts to total feir value of plan assets
Insurer managed funds	100%	100%
VII. Amount recognised in the Statement of Profit and Loss.
	16 17	25.74
Current service cost	8.90	長項
Interest cost
Expected return on plan assets	(1.10)	£1.030
Not actuarial rigarit/loss to be on obligation
Expense recognised in Statement of Profit and Loss.	23.66	31.17

The text were

Notes to the financial statements for the year ended 31st March, 2019.

VII, Amount receanised in the Other Comprehensive Income (OCI) Due to Change in financial assumptions. Due to Change in demographic assumption Due to Change in experience assumption Expected return on plan essets. Total remasurement recognized in CICI	19.72 (5.04) (18.30) 01.335	(2.8.1) (4.56) 1/03. (8.34)
IX. Balance Sheet reconciliation Opening het provision Expenses recognised in Profit & Loss	101.32 23.66	34:54 31.17
Actual Employer Contribution Acquisition adjustments Total Remeasurement recognised in OCI. Closing not provision	(4.73) (31.54) (8.11) NEL 190	(8.15) (6.34) 101.32

Salary escalation gasungtion has been set in discussions with the enterprise based on their estimates of overall long-term setery growth $|0\rangle$ rates after taking into consideration expected earnings inflation as well as performance and seniority related increasing.

$41.2$

Sensitivity analysis:		(Ra. In Lakh)
Particulars	Changes in assumptions	Effect on Gratuity obligation
For the year ended 31st March, 2018 Salary crowth rate Discount rists	$+0.90%$ 0.60% +0.50% -0.50%	204.09 194.55 194.59 204.09
For the year ended 31st March, 2019 Salary growth rate Discount rate	40.00% $-0.10\%$ AD. 10% $-0.10%$	99.08 94.27 94.27 99.08

The above sensitivity analysis is based on a change in an aissumption while holding all other assumptions constant. In practice, this is unleasy to occur, and changes in some of the assumptions may be constated. In presenting the above sensitivity analysis, the present value of defined tenefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is this same as that applied in calculating the defined obligation kidility recognised in the balance aheal.

These plans typically expose the Company to actuantal risks such as: longevity risk and salary itsk.

Interest risk A decrease in the discount rate will increase the plan provision. Tai
Longavity (6b The present value of the defined benefit plan provision is calculated by reference to the best estimate of the mortality of $(b)$ glan participants both during and after their employment. An increase in the life expectancy of the plan participants. As such, an increase the plan's provision.
Salory risk The present value of the delined plan provision is calculated by reference to the future submex of plan participants. As such, iet as increase in the salary of the plan participants will increase the plan's provision.
41.5 The weighted average duration of the defined benefit obligation at the end of the reporting period is 5 years (31st March, 2018 6 years)

Preparation of financial statements on * Going Concern" basin 42

In view of the focused emphasis of the Government on logistics inhasticature sector. the proposed restructuring (Refer note no. 50) and considering the fact that the facilities are yet is acrosse operational potential basides the strategic locations of the facilities, the management's future pullbok of its business is vary promising. Accordingly, the financials have been precered on going concern terms wwen though the Company continues to incur losses.

Certain credition have inhated legal proceedings against the Company and its Olivertors, and the Company has detauted in payment of $45$ instalments of consent laws for which the Company is in process of negotiating and training the reviews consent terms and/or making
representations to the respective forum. Majority of the creditors have been settled over have also shown interest and faith in the logistics infordructure sector and are being attorned equity shares of the Company.
The Company is engaged in the business of development, operators and traintenance of fine Truce and Waiwhousing Zone (FTWZ) 44 and Domastic Warshousing Zone. During the year, certain perform of land which was classified under Property. Plant and Equipment. IPPE) is now transferred to inventories at their carrying amounts for future developments.

Notes to the financial statements for the year ended 31st March, 2019

Out of the above land parcels, during the year, the Company has entered into 2 lease agreements aggregating to 6.90 Acres of land with a whely owned subsidiary company for development of warehouses at FTWZ. Panvel and recognised the revenue from such long-term lable during the year.

45 Loans from vencus lenders have been assigned by barries to Edelweres Assets Reconstruction Company Limited (EARC). EARC had restructured the loan and executed the Restructuring Agreement (RA) dated 3tal March, 2017. In accordance with RA, EARC has converted part debt into nest intured datit, balanca assigned loan is to be converted into 3,21,62,504 equity shares and 64,23,329 zero percent optionally convertible redeemable proference shares (OCRPS - Sanes I) of face value of Rs.10 each at a price of Rs.1,000 each (including premium of Rs \$90) of the Company, as per extent SEBI rules and regulations. The EARC has availed the right of conversion of CCRPS misiequity

During the year ended 31st March, 2019.

In aggregate 1,38.97.516 equity shares of 2 nach on conversion of CORPS Series I have been a lotted to EARD. Ob
681 Pursuant to RA, the Correlary has allotted 15.00.000 Equity Shares of face wilke of Rs 2 each to the Promoter upon conversion of equal atumper of your sints.
46 The Company has defaulted in agreed repayment schedule of Restructuring Agreement (RA). As per oast coverant, the Company is required to adhere to repayment schedule and any short payment gives Edelweiss Asset Reconstruction Company (EARC) the right to convert whole of the outstanding amount of restructured rupee loan and/or part of the default amount into fully paid up equity shares of the Company. No such redice of conversion in writing tues been green by EARC and the Company continues to disclose the art recommendation current and current borrowings as per repayment schedule, in the Balance Sheet.

Corporate Guarantees

The Company has assed a corporate guarantee of Rs. 27.724.43 Lakh to the lenders of Archiva Northern FTWZ limited (ANFTWZ), a subsidiary Company. This guarantee has been invoked by the lenders since ANFTWZ had defaulted in servicing its bonowings towards. principal and interest. The Company carried out fair valuation of this corporate guarantee through an independent chartered accountant firm and as per their report the value of security pregised in tayour of the lender is higher than the total liability towards borrowing. Accordingly, no provision is required towards the guarantee so involved.

Cash Scized by Income Tax 48

The amount of Rs. 100 Lakh cash seized by the Iscome Tax department at the time of search on 13th June, 2014 has adjusted the said cash search against demand of the Company and to be specific against Assessment Year 2014-2015. While there is a demand in Assessment Year 2014-2015, the same is contested and the said demand is reflected in Comingent Listaky (Refer note no. 37)

Schome of amargement and analgamation ura 230 to 232 and other opplicable provisions of the Contparies Act, 2013 has been filed 49 belore the National Company Law Tribunal ("NCLT") between Arshiva Rail Infrastructure Limited, Archiva Industrial & Distribution Hub Limited and Arshiya Transport & Handling Limited and their respective shareholders. The scheme is conditional on various approval / sendions and is effective thereatier, accordingly no effect of the said Scheme is given in the financial statements. The meeting of the crediors was held on titl May, 2019. The Schome(s) shall be given effect after recoppt of nacessary approvals.
The Board of Directors of the Company in their maxing hald on 24th May, 2018, has approved a scheme to further reorganize its -ka corporate structure spread across valnous group companies, in order to illegrate/consolidate it's operations by reorganizing different tusheeaas into two entries.

This Schema is presented under Sachors 230 to 232 read with Sections 64 and 52 and other applicable provisions of the Companies Act. 3013 for domerger of "Demettic warehousing business" of the company into Arshive Rail Infrastructure Limbed. This proposed scheme of arrangement is conditional upon approval of an origining scheme of group companies i.e. marger of Arshipa Rail Infrastructure Emited. Analysis Industrial and Distribution Hub Limbed and Analysi Transport & Handling Limbed which is pending with NGLT. No accounting mead: and disclosures are considered necessary at this stage pending requisite regulatory approvals.

Matarashtra VAT Refund Receivable 65.

As per the Notication dated 16th May, 2013 issued by Government of Maharashva, MVAT exemption induce is available to SEZ Developer after 19th October, 2011 (record date). However, the Company has claimed refund of Rs 1.084.55 Lake in respect ist transactions gript to record date, as the Company is of the view that the State Government has exempted it from Local Saxos, levies and duties on goods required for authorized operations by a Developer vide GR dated 12th October, 2001 passed by Industries, Energy and Labour Department, Government of Maharastora. The Company has fled an appear before High Court of Bombay challenging the Constitutional validity of MVAT on various grounds and has claimed returns of Rs 1,108.80 Lakhs. The Appeal has been admitted, waues are framed and final hearing is gending. Further MVAT refund dates of 575.75 Lakha is pending with Sales Tax Department as the matter is of similar case. Accordingly, these financial statements reflect a sum of Rs 1.684.55 Lakhs as refund receivable on account of MVAT. In case the refund is not granted, the necessary adjustment entries shall be reported in the year in which finality is reached.

As per Ind-AB 108 "Doerating Segment" information has been provided along with the consolidated financial statements of the Group. $52$

ED_Is MUMBAI DATTA

Notes to the financial statements for the year ended 11st March, 2019.

The Company has Business Conducting and Services Agreement with Artifya Lifestyle Limited (ALL) (wholly owned subsidiary) in wildban to operation of Six Warehouses taken on sub-lease from Ascendas Parvel FTWZ Limited (formerly known as Austriya Rail Siding and Infrastructure Limited) ("APPL") and operation of Container Yard and Open Yard carried by the Company. The atomised Busi Conducting and Services Agreement is to be read in the overall context of Lease Deed dated 3rd February, 2018, Sub-Lease Deed dated 3rd February, 2018 and other agreements and documents entered into in connection with lease of Six Wanehouses by the Company. being owner, to APFL and Sub-Lease of the seld Sx Watehouses by APFL to ALL and transfer of all rights and obtigations under the Evising Unit Holder Agreements entered into by the Company to and in favour of ALL. The Company for the administration and operational expediency enhusted ALL to carry out operating and managing the open yard, the container yard and warehouses whereby ALL agreed to undertake and conduct the beamess of operating and managing the open yard and the container yard and wandrouses and
provide other services by utilizing the infrastructure facilities provided by the Company. A from the warehouses and storage yard, bearing the cost and aspenses to operate and maintent the warehouses and storage yard. Pursuant to the aforesaid Business Conducting and Services Agreement, the ALL will pay 96% of excess revenue / Total Income over all the expenses / charges / provisions to the Company as Business Conducting Fees. Accordingly, the Company has recognised as Business Conducting free Rx 3,351.11 Lakh during the year ended Stat March, 2019 (51st March 2018 - Rx 372 01 Lakh)

$54.$ Investments

The Company's non-current investment in aubsiciaries and its non-current i current loans dues from aubsidiaries aggregating to Rs. $54.1$ 156,510,60 Lakh. The ret worth of aforesaid subsidiates has either been fully eroded or most of the entities have incurred losses and have asountuisted losses. The operations of these subsidiares are dependent on business plans and vorious stops taken by the management. The management of Arishya Group also taken up steps to reorganize its corporate structure spread across various group companies in order to integrate! consolidate its operations by housing different businesses into two different entities/ separate verticals. through scheme of arrangements. The Company has also didated valuation report from registered valuer. Based on this and other fectors stated, management has considered that no adjustment are required to be made to the carrying value of investment and loans as at 31st March 2019.
84.2 The Company has divested its entire nvestment in a subsidiary company namely Mira Supply Choin Management Physio Limited (formerly known as Amfries Supply Chain Management Private Limited). As a result the Company has accounted net loss of Rs. 4,338.19 latifis for the year ended S1st March, 2018 and this loss is grouped under exceptional item.
The Company, Interalia, it's subsidiaries and promoters has executed Lease Deed on Srd February 2018, in hospiral of a SPV of Aspendes ss. Property Fund (India) Pts: Limited ("Ascendas" - part of the Ascendas Bingbridge Qroup, Singapore) for grant of reasehold rights of six warehouses at FTWZ Panvel, along with underwing tand of those warehouses, kieristied assets and infrastructure facilities on an initial sess term of 30 (thiny) years. The seid transaction is for a total consideration of Rs, 53,400 Lakh (or Rupeos Five hundred and thiny four gronzo, with an upfront lease paymenthump sum rent of Rs. 43,400 Lakh tor Ruppes Four hundred and thirty four crore). The traterice of Rs. 10.000 Lakh for Rupees One hundred crore) will be received over faur years from transaction closing based on certain performance. missiones. The inersection also enviseges the terms for construction funding by Ascondas for future growth of the company's business. The Company aready possesses the requisite land for the future development.

On transaction closing date of 2rd Fabruary 2018, the BPV has acquired long-liter toasehold rights from the Company and the same are leased back under an operating lease awargement pursuant to execution of sub-lease deed doted 2nd February 2018 to Archiva Litestyle. Limited ("ALL"), a wholly certed subsidiary of the Company, for a sub-lease term of 6 (sto) years, renewable as per mutually agreed terms, in consideration of one-agreed rentals.

Accordingly during the year ended Stat March, 2019 the Company has reduced the value of assets, gromed on leasehold rights to Ascendas Pariael FTWZ Umited Romery known as Arships Rac Siding and Infostructure Limited ("APPL"), hom its fixed weeks. The gain on grant of leasehold rights to APFL amounting to Rs. 15.633.29 lakh has been credited to profit and loss account of the Company and is disclosed as an exceptional tem

Based on the above. ALL would operate and manage these six worehouses and pay the lease rentals to APFL as defined in the sub-lease agreement. Hence from 3rd Pebruary, 2018 creation all revenue from these assets will be accounted by ALL. However the company will recognise that net revenue in terms of a business conducting agreement amend into between the Company and ALL.

Arshiya Limited Notes to the financial statements for the year ended 31st March, 2019.

98 Related party disclosures, as required by Indian Accounting Standard 24 "Related Party Disclosures" (IND AS-24) as given below:

B. No.	Name of the entity	Country of Incorporation	Proportion of interest (including- beneficial interesti/voting power (either directly indirectly or through subsidiaries)
			31st March, 2019	31st March, 2018
	Direct Subsidiaries:
	10 Anthyw Rail Infrastructure Lended	Irelia	tig pris	100%
	(iii) Archiva Northern FTWZ-Limited	India	100%	100%
	(ii) Arshiva industrial & Distribution High Limited	Frollie	100%	100%
	liv). Ankliya Transport and Handling Limited	India	100%	100%
ľΨ):	Andrya Tachnologies (India) Provide Umbed	India	100%	100%
	(vi) Archiya Lifestyle Limited	India	100%	100%
	(ve) Arshiya Logistics Services Limbed (Formerly known as Laxmoen Balai Exim Troding Limited) (well 13th Jun. 20171	India	100%	1/30 Ni
	twitt (Anomsious Intra Private Limited (w.e.f. 15th October, 2018).	Bretis	100%	Ni
	(iii) SArobiya, Northern, Projects Private Limited (w.e.f. 20th) October, 20186	Ind in	100%	WE.
	(a) [Arshiva Infrastructure Developers Private Limited (w/a): 9th January 2019)	Indian	187%	Ni
	(iii) Lavoripari Bala's Supply Chain Monagement Limited (iv it f) 7th May: 2018).	India	100%	343
B	University Mostructure Private Limited (w.e.f. 7th January, 20191	India	100%	166
d#b	Wra Supply Chein Management Provide Limited (former). known as Arshiya Sugoiy Chain Mersegement Private Limitedi (up to 22nd March, 2018).	Hotel	ME	辩
	Indirect Subsidiaries:
	Held through Arshiya Logistics Services Limited:
	one Syshiya 3PL Services Private Limited (w.e.f. 27th August) 0810C	FKS &	YDD%	Mill
	Held through Arshiya Rail Infrastructure Limited.
boys	Automday, Panyel FTWZ Limited (formerly known as Arxheve) Rail Siding and Inhautucians (Indee) (up to 3rd February.) 20181	india.	(4)	NE.

(f) Parson having sign ficant influence over the Company Mr. Ajay S. Mitai - Charman and Managing Director Mrs. Andrana A MAtal - Joint Managing Director

(II) Key Management Personnel
M: Ashith Bairagra - Independent Director Mr. Mukesh Kacker - Independent Director

Mr. Rishabh Shah - Independent Director

Prof. G. Raghuram - Holependent Director (N) 19th May, 2017)

Mr. Tala Sankar Bhatacherya - Independent Director (w.e.f. 24th May. 2018)

Mrs. Savita Dalal - Company Secretary and Compliance Officer

Mr. S. Mahestwart - Chief Pinescol Officer

(it) Relative of Person having significant influence over the Company Mr. Averya Mitté-Cousseau Strategy Officer (Arshiva Group)

The radium and across that thermactions with the above related parties are as follows

			INS. IN LAND
Nature of transactions	Name of the Party.	31st Murch, 2019 21st March, 2018
Revenue from operations THE REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A REPORT OF A RE	Mits Supply Chain Management Privation Limbsd		216.07
	Antheis Logistics, Services Limited		2894.77
	Anahiya Lifesiyle Limited	3351.11	972.91
	Amont plous in fra Private Lamited	1.001.49
income pilled to quatterner on pehalf of the Subsidiary Company.	Artiska Lifestyle Limited	1.777.01	257.05

Advance Rent Income	Mair Buggly Chain Management Private Limited		113.71

Ashrance Finance Leese Income	Anoncalisa infra Private Limited	2.335.62
Unwinded Interest Income on Luan to subbitaries	Arishiyo Roll Infrastructure Limited	63.70	55.88
	Arabias Northern FTWZ Lented	21.06	17.91
	Arshiya Industrial & Distribution Hub:	11.90	10.36
	Cimited Anthiya Transport and Haroling Limited	113.45	100.37
	Arshiya Lifashyle Literies	212.24
	Arshaye Red Inhastructure Limited	246.46	240.55
Fisancial Guarantees Incomer	Arshiya Northern FTWZ Limited	126.80	126.80
	Arshiya Hidustrial & Elistribution Hub-	133,53	178.99
	Limbed	108.14
	Archiva Lifestyin Limited Why Supply Chain Management Private		0.46
	Urnited		E9.93
Unvirided Interest experises on Security Deposit:	Vira Supply Chain Management Private
	Limited		104.77
Reinfarterment(Afocation of common costs and experien-	Arabiya Rail Infrastructure Limited	459.55	418.25
(Refer Note No. 60)	Arxlina Northern FTWZ Cimbed	45.95	506.71
	Archive Industrial & Distribution High-	101.95	418.25
	Limited	615.05
	Arshiya Litestyle Limited Arahiya Logotics Services Limited		(28.71)
wasa Rect Expenses	Arshiya Northern FTWZ Limited	33.76	直科

Remunement paid to Kay Massgertal Pisraon	Vr. 5. Visheshwari Vis. Sevite Datel	203.68 18.61	165.15

Director witing fires	Mr. Ashistikunar Bairagra	111	2.08 $+90$
	Mr. Mukesh Kacker Prof. G. Raghulam	0.40	0.20
	Nir. Rishabh Sheh	0.40	1.75
	Mr. 7 S Shattacharya	0,70
Loginia and advances given	Financia Riali Infrascructura Limited	168.31	483175
	Arshara Northern FTWZ Limited	2533.34	7,188.87
	Aratwa Inclusival & Distribution Holl-	719.57	14,470.75
	Limited Amhiya Technologus (India) Physis
	Limited	0.70	1.88
	Arshiya Transport and Handling Limited	6.52	4.12
	Arshiva Lifestyle Limited		10,709.09
	Arshiya Logislics Services Limited	0.39	3,440.00
	Anomatous Infox Private Limited Denvelod Intrastructure Private Limited	0.01
	Anthiya Infrastructure Developers Private
	Liniesd	0.01
	Andriya Northern Projects Provate Londed	0.08
	Laxmans Batas Supply Chain Maragement Limited	16.45
	Archiva JPL Services Private Limited	4.01
		2995.44	2.751.60
Loans and sevences given resease quicket	Archara Rasi Infraemacture Limited Asshive Northern FTVKZ Limited	200.40	137.26
	Arahiya Indiastral & Diatribakon HVIII	102.17	514.50
	Limited Archiva Tochnologies (India) Private
	Limited:	1.00
	Arshiya Transport and Handling Limited	玄怪
	Arshiya Lifestyle Limited Andriya Logistics Services Limited	3,128.96	225.10 2,365.30
	Laxmoon Batal Supply Chain	6.25
	Management Limited
Loans and advances taken	Mr. Ajay S.Mittal	783.407	3.064.09
	Mrs. Archana A Mittal	1.116.14	4.266-42
Loans and advances taken repert/adjusted"	W. Ajay B Mitts	1,153.32	2.694.62
	Mrs Archans A Mitol	2,028.94	2.000.31

Conversion of Luan into Espaiy-	Anthys Logalitz Services Limited		50.00
nyemment in Subsidiance.	Anamatous inha Private Limited	11:00
	Learnigers Balaji Supply Chain Mariagement Limited	300
	Amhiya Infrashuchaw Developers Private Limited.	100.
	Analyjus Northern Peoplete Private Limited.	5.001
	Dreivalled Infrashucture Private Limited	100

Issue of Equity Shares and Warrants.	Mr. Assy S Mitzal
	Equity Share		5,935,00
	Share Warrants		5.820.00
	Mr. S. Maheshwan
	Equity Share		583.50
Share Warron's converted into Equity	Mr. Ajay S Midal	800.25	4.050.75
investments purchased from	Mrs. Archana A Mittal		0.40
investments sold to:	Animys industrial & Distribution Hub- Linked		330.63
Security Deposit received	Mits Supply Chain Management Private Limited		11,503.00
Security Deposit repekt/eduated	Mica Supply Chiefs Management Private: Limited		17,226.91
Corporate guarantees given	Arshiya Lituatile Limited	241.67	31,319.02
Corporate guarantees reduced	Archive Literature Limited	4.659.91

Corporate guarantees received	Archiva Rad Infrastructure Limited	550.00
	Arshiya Northern FTWZ Limited

mored nemices.		As at	LAKE! IN PROPERTY Aw at
Mature	Related Party	31st March, 2019	31st March, 2018
	Animya Ria i Infrastructure Limited	3Dd 3B	2.029.26
	Anshiya Northers FTWZ Limited	5 \$00.62	7.585.45
	Arshiya Industrial & Distribution Hub. Limited.	15,252.12	14,471.17
	Andrian Transport and Handling Limhed.	1,054.88	941.69
	Arghius Technologies (India) Private Limited	2.40	2.78
	Animara Literatyle Elimited	9,684.17	9.908.99
naves esonalitie breat arrest	Arrongeous intra Private Limited	0.39
	Universited Infrastructure Private Linited	0.01
	Arabiya Infrasuructu se Dasakipera Private Limited	0.01
	Arabiya Northam Projects Private Limited	$6 - 28$
	Lawrest Barer Supply Chain Management Limited	10.21
	Anchiva 3PI, Services Private Limited	D.D.T.
	Archiva Logistics Services Limited		188.87
Tracht recorrendore -	Arabiya Lifestale Limited	563,407	194.91
	Anomalouis Infra Private Limited	6.062.95
Trade Payables	Anatolya Northern FTWZ Limited		8.27
	Mr. Ajay S Mital	104.60	469.75
Loong taken	Mrs. Archara A Mittal	55.22	1.469.05
Share warrents	Mr. Apy S Mital		861.25
	Mr. Aine S. Mittel	1.06.020.00	1,86,378.00
Personal quaterfree takes	Mrs. Acchang A Mittel	1.99.375.05	1,99,370,00
Esuity Shares (excluding share promium)	Nr. 5 Mahoshu'an	20.00	20.00

Arshiya Limited
	Notes in the financial statements for the way ended 31st March.]

	Andrew Rial Infrastructure Limited	854.05	1041.15
	Anthon Instartrat & Distribution Hub-	536 06	055.93
Financial Guarantee Otligate to	Localest Arshiya Northern FTWZ Limited	341.11	100.000
		333.26	498.03
	Analysis Literatule Limited
	Animys Industrial & Distribution Hull Eirnmard	44,450.72	44,459.72
	Arshive Northern FTWZ United	44.825.29	44,925.26
	Arshaw Rail Infrastructure Lawlerd	38 360 21	38,369.21
	Arshiya Transport and Handing Limited	6.00	6.00
	Anthiyo Technolog ins (triba) Privata Limited.	2.00	2.00
	Arshiya Lifestyle Limited	14 05	14.90
Investment in siduktiones (Refer Note No.7).	Arahiya Logartics Senvices Limited	166.69	185.50
	Laempot Salar Supply Chain Martagament Private Limbed	5.05
	Anomalous Infra Private Limited	11/00
	Arshiya Northern Projects Private Limited	5.00
	Anthiya Infrastructural Developers Private: Linked-	1.00
	Unrivated infrashucture Pough Londed	1.00
	Anchiya: Industrial & Distribution High-
	Limited	1,115.46	1.112.78
	Aishiya Northern FTWZ Limited	698.99	666.96
Deemed Equity (Rafer Note No. 7)	Archive Rail Infrastructure Limited	1.795.82	1.755.82
	Arafilya Transport and Handling Limited	502.40	302.40
	Archiva Lifestale Limited	1,981.95	498.49
	Aresmalous Infra Private Limited	109133

	Arshiya Northern FTWZ Limited	28,450.00	28,459.00
	Andrya Rail Infrastructure Limited	61.280.19	49,200.19
Corporate guarantees twourses issued to	SixHyan industrial & Distribution Hub- priding.	39.600.00	29,600.00
	Arshisa Litestyle Limited	26.130.54	10,548.68
	Arakiva Rail Infrastructure Limited
Corporate guarantees/securities received from	Arshaw Northern FTWZ Linnlest	530/00

Name of the Subsidiary	Your	Amount outstanding as on March 31.	ULL III CARRI Maximum amount outstanding during the year.
Setting Rail Infrastructure Limited	2219	304.38	2.120.40
	2016	2 829 36	5.434.21
Aralysis Eransport and Handling Limbed	2019	1.054.68	1.059.58
	1018	DAT 169	1:054.27
Arishiya Industrial & Distribution High Lint And	2019	15,202.12	15.202.15
	2018	14,471.17	14,482.75
Archiva Northern FTWZ Landed.	2019	3.000.62	9,900.62
	2018	758545	7.653.69.
Austww Technologies (India) Private Limited	2019	2.40	3.40
	2016	2.74	266.1
Aratyya Log anca Services Limited	2015	--
	2018		US1.39
Acahiya Lifestyle Limited	2216	5.684.17	2,900.9%
	3018	9,980.99	10.345.51
Anomatous infra Private Limited	2019	D.30	4.39
	2018
Univelled Infrastructure Private Limited	3019	D/01	0.01
	2018
Aranjas Inflassuzture Developers Prinste Limited	3019	0.01	$D$ (F)
	3018
Amhlus Northern Projects Private Limited	3019	0.25	0.25
	2018
Loomgars Baber Supply Chain Management Limited	2019	10.21	10.21
	Not a
Arshaw 2PL Servers Private Limited	2019	0.01	0.01
	2014
	2016	33.059.28
Total	2012	16.011.46

Notes to the financial statements for the year ended 31st March, 2019

43.

Particulars	Year ended 31st March 2019	Year ended 31st March 2018
Profit/Ecopt for the year (Rs. in Lakit)	(3,510.49)	2.895.66
Age: thtorast agiustrisont on account of 0% Octionally Convertible Redeemable Preference Shares (OCRPS)		040 32
Total Profil/(Loss) for the year for diluted EPS (Rs. in Lakb1	(3.516.40)	4.841.98
Number of equity shares.
Weighted average number of equity shares (Number)	23.90.15.279	(8.31.20.902
Add: Adjustment on account of Share Warrants.		5.91.781
Add Adjustment on account of 0% Optionally Convertible Redeemable Preference Shares (OCRPS)		54.82.056
Waighted average number of equity Total shares/shares.warrants/OCRPS	23,80.15.279	18.91.95.530
Nominal value per share (Amount in Rs.) Eathings per share - Basic and Diluted (Amount in Ro.)	2.00 1.48	230 2.13

CS. OCRPS and share warrants had an anti-oliuting effect on gaming per share hence have not been consider for the purpose of operputing dilutive earning per share during the previous year.

Tasation 59

55.1 In view of loss for the year, no provision for current tax has been made.
55.2 The Company has not recognised any deferred tax assets on deductible temporary differences, unused fax losses as it is not probable that the Company will have sufficient future taxatile profit which can be weekelde ag

59.3 Unused tax looses for which no deferred tax assets has been recognised.

Assessment Year	Business Loss	Unabsorbed Depreciation	Available for utilization. um
2014-2015		1,201.54	A.Y. 2022-2023
2015-2016		4.322.75	A.Y. 2023-2024
2016-2017	084.75	4.611.34	A Y 2024-2025
2017-2018	45,532,01	3826 58	A.Y. 2026-2028
2018-2019	13.483.44	559.56	A Y 2026-2027
Total	GO.COR.10	13.921.77

*ARRESTMELYME*	Long term Capital Loss	Available for utilization till
2010-2017	88.8381	A.Y. 2024-2025
Tobel	1,658.88

Deferred tax posets as at 31st March, 2010 Rs. 1:283.30 Lakn (31st March, 2018 - Rs. 19,584.87 Lakh) has not taxen recognized. As there is no convincing evidence that sufficient blookle profits will be available against which the unedurefed tex toxics will be othated by the Company. Datake of deforred tax assets are mentioned below

		GRUS HIT SARKTER
Particulars	As at 31st March, 2019	As at 31st March, 2018
Property, plant and equipment	5.919.01	6.460.7
Unabsorted depredation	3.619.66	3:557.171
Expenses allowable on payments under section 4348 and 40 (a) 620	3.471.315	SC6 831
Unabsorbed ipsses.	16, 033, 421	(17.805.69)
Financial Instruments	15.922.08	(3, 173, B7)
Total Deforred tax assets	(1.283.10)	(18, 684.87)

During the year, the Company has allocated certain common costs and experies incurred by it. being the Holding Company, to its subsidiaries aggregating to Rs 563.45 Lakh (21st Mach, 2018 - 15), 1, was act was and specified GE1

Notes to the financial statements for the year ended 31st March, 2019

Figure at Risk Magazement

The Company's principal financial substitute compresse of betrowings, trade and other payables and financial guarantees contracts. The rest purpose of these firstical labilities is to manage for the Company's and auto-design operations. The Company's framest search
most purpose of these firstical labilities to harmonic for the Company's and auto-design op

The Company's activities expose it to variety of froatcal note including credit list, liquidity risk and market risk. The Company's risks management assessment, management and processes are estatistics to identify and analyze the idea faced by the Company to set up
appropriate nake timbs and controls, and its manitor auch risks and compliances with the same. solicies and processes are reviewed regularly to reflect changes in market conditions and the Company's activities

Risk	Exposure arising from	Measurement	Managernant
Credit right	Cash and cash equivalents Ageing arabited receivalsies. Triancial trade: pagetype to towards streets 10092		Regular necess of credit INTURNS
für günd der mahl	Romwings and other Unbilties Rolling cash	Forecasts.	flow Availability of tomowing Tsc@fing
Market not - foreign systempe-	Recognised Trancial assets, Sensitvity analysis. and liabilities not denominated in Indian rupes (INR)		Urtherbard
Market risk - rinvast rate	EDITOWINDS Long-tarm karialdie miee	all Bons livity analysis

The Company's risk management is carried out by a corporate finance team under the policies approved by the Board of Directors. The Board provides written principles for overall risk management as well as policies covering specific areas, such as credit rak. Internet rate rick.

Val -Credit Risk

The Company is exposed to creat not, which is not that opintarparty will detaut on its contractual obligation resulting in a financial line. to the Company. Cledit risk arises from cash and cosh-equivalents as well as credit axposures to trade customins including outstanding monunties.

Trade receivables are typically unsecured and are derived from revenue earned from customers boxies in Index and outside india. Credit, noi: has slively been managed by the Company through continuously monitoring the creditworth nest of customers to articli the Company grants credit terms in the normal course of business. Dutatending customan receivables are regularly incidented. Credit risk is high as only riee outlotters' account for majority of the revenue in the year presented. On account of adoption of the AS 100, the Company uses websched credit loss model to essess the imperment loss or gain.

(b) Liquidity Risk

DACCIA

Ligality risk is the risk that the Company may not be able to ment its financial obligations refinal incurring unacceptable losses. The Company's objective is to at all times, maintain optimers levels of liquidity to meet its civil and colletional requirements. The Company limits to liquidity risk by ensuring regular monitoring of funds from trade and other receivables. The Company relies on assets light business model through monetaation of assets and to-up of construction funding and operating cosh flows to meet its needs for funds.

The taste below provides undecounted costs flows towards financial labilities into relevant maturity based on the forwaring period at fire. balance at est to the contractual maturity rists:

Particulars		less than 1 year.	1 to 5 years	More than 5 year
Stist March, 2019 Financial liabilities Bomwwings. Trade payables Creditors for Capital Goods Financial guarantee obligations Other financial listikaen	Total	25.173.05 62279 265.92 575.06 12.926.28 39,563.00	91.119.62 1:350.78 221.90 52.731.34
35st March, 2018 Financial liabilities Borrowings DCRPS (Equity and Liability Component) Trade savables Dreators for Capital Goods. Firtatscar) customten obligations Dther financial liabilities		35.87% 16 DEZ 03 1.137.29. 605.13 4.991.35 12,609.87	194, 02.51.95 2.191.60 \$1,822.56	57 846 19 57,646.19
	Total

x y som

Notes to the financial statements for the year ended 31st March, 2019.

Market Risk ici.

Market Risk is the risk that the fair value of future cash fow of a financial instruments will fuctuate because of volatility of proces in the financiatimatives. Market risk can be further segregated as: 1) Foreign currency risk and 2) interest rate risk.

X. Foreign currency risk

Foreign currency raik is the risk that the fair value of future cash flow or an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates release primarily to the Company's operating activities

$1.1$ Foreign currency risk exposure

$0Y$ Details of foreign currency transactional balances not hedged by derivative instruments or otherwise are as under

Particulars	Financial Year Ended	Foreign currency amount	Equivalent amount in INR
		Amount in Lakhi	(Rs. in Lakh)
Trade Receivables
	31st March, 2019	3.35	258.17
UBD	31st March, 2018	5.32	341.98
	31st March, 2019.	0.02	1.48
毛沢	31st March, 2018	0.06	3.05
Security Deposit from customers
	31st March, 2019	5.47	378.19
LISD	31st March, 2018	5.47	351.42

$1.2$ Sensitivity

The Sensitivity of profit or loss to changes in the exchange rate action mainly from foreign currency denominated financial instruments

	Increase(Idecrease) in profit before tax	(Ra. In Lakh)
Particulars	As at 31st March, 2019	As at 31st March, 2018
FX rate - increase by 1% on closing rate of reporting		10.061
PX tale - (decrease) by 1% on closing tale of reporting 12.08.8	BB	D DE

The above amounts have boen disclosed based on the accounting policy for exchange differences

$\overline{\mathbf{a}}$ Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a Snancial instrument will fluctuate because of chempix in market interest rates. Majority of the Company's bortowings is fived rate borrowings comed at amorteed cost, thinefore not subject to interest tele risk as defined in IND AS - 107, since neither carrying attrount nor the future ceeh flows will fuctuate because of a change in market interest rates. The Company's interest rate rast areas from long farm boronings with variable rates, which expose the Company to dash
Fow interest rate rate. The Company's borowings at the variable rate were mainly denomin

2.1 Interest rate risk exposure.

The expresse of the Company's borrowings to interest rate changes at the end of the reporting period are as follows.

		IPS. in Lakh)
Particulars.	As at 31st March, 2019	As at 31st March, 2018
ilVariable tote berrowing	1.472.94.	$-493,07$

2.2 Sensitivity of Interest

Profit or loss is sensitive to higher/lower interest experient from borrowings as a result of changes in imment rates

(Rs. in Lakh) Incruesellilecroase) in profit before tax

Particulars	31at March, 2019	31st March, 2018
(50 bps monese the profit before tax by	7.360	7.4611
(50 hps decrease the profit before tax by	7.36

近日 àх

Notes to the financial statements for the year ended 31st March, 2019

$82.$ Fair Value Measurements
$60$

	Carrylog Amount			Fair Value
Particulars	As at 31st March, 2019	As at 31st March. 2018	As at 31st March. 2019	As at 31st March. 2018
Financial Assets
Amortized cost
Trado Roceivables	0.876.14	784.60	6,876.14	764.00
THRTS	32 859.28	36.011.46	32.059.25	35,011.46
Cash and Cash Equivalents	5.85	135.69	5B5	135.69
Other Bank Balances	15.17	0.04	15.17	0:04
Other Financial Assets	4.082.95	1.648.71	4,082.95	1.848.71
Total	43.039.40	37.760.50	43,039.40	37,760.50
Financial Liabilities
Amortised cost
Borrowings	85.440.25	94.495.95	25.440.25	94,495.95
Trade Payables	622.79	582.55	622.79	582.55
Creditors for Capital Goods	265.52	1.137.29	265.92	1.137.29
Security Deposits	401.30	385.66	401.30.	385.68
Intellapide selmentel leicmen-li	1,065.81	2,797.71	955 B!	2,797.71
Other financial lisbilities	12,748.94	4.209.68	12.746.94	4,209.68
Total	1.01.643.01	1,03,608.86	1.01.443.01	1,03,608.86

the fact stated

(ii) Fair Valuation tochniques used to determine fair value

The Company maintains procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transsction between market partropants at the measurement date.

The following methods and assumptions were used to estimate the fair values:

(a) The Company assessed that the fair value of cash and cash equivalent, trade receivables, trade payables, and other current financial assets and liabilities approximate their carrying amounts largely due to the short larm maturities of these instruments.
(b) The fair values for loans to subsidiaries, security depeats and other financial liabilities were calculated based on cash flows discounted using a current lending rate. They are classified as love! 3 fair volues in the Fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
(c) The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value herarchy due to the use of unofisionable. inputs, including own credit risk.
(d) Equity investments in subsidiaries are stated at cost.
(iii) Fair value hierarchy

AFI

This section explains the judgements and estimates made in determining the fair values of the financial Instruments that are recognised and instatute at fair value. To provide an indication about the reliability of the inputs used in determing for value, the Company has classified its financial instruments into three tovels prescribed under the accounting standard.

(a) Level 1 Level 1 Herarchy includes financial instruments measured using quoted prices.
(b) Lavol 2 The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific extimates. If all significant inputs required to fair value an instrument are observable, the instrument is inducled in level 2.
(c) Level 3 If one or more of the significant inputs are not boasd on stashvable market data. the instrument is included in layer 3. This is the case for unlisted equity shares, contingent consideration and indemnification assets included in level 3

Notes to the financial statements for the year ended 31st March, 2019.

Cantral Management 83.

For the Company's objective when managing capital is to safoguard the Company's stikity to continue going concern in order to provide the return to shareholders and benefit to other stakeholders and to marriam an optional capital shuckure to soluce the cost of capital, capital includes issued equity capital, share premium and all other equity newners attributable to the equity holders of the Company.

The Company manages its capital structure and makes adjustments in light of changes in sconomic conditions and the requirements of the financial coverients. To maintain or adjust the capital structure, the Company may adjust the dividend payment to eliantholders, return capital to stateholders or texas new shares (if permitted). The Company monitors capital using a gearing ratio, which is total dabts divided by total equity.

As stated in Nutes to accounts, the Company is also having echeme of anangements to reorganize the capital structure.

Particulars	As at 31st March, 2019	ATSWARD AND AVENUE As at 31st March, 2018
Total Debts Total Equity	97, 703, 35 1.71.515.57	07,708.06 1.64.914.54
(polar gmissio) cities vilups of Neb late)	0.57	0.59

Nates:

Debt is defined as long term and short term borrowings including current maturities of borrowings and interest accrums. m
Total oquity (as shown in balance sheet) includes assued capital and all other equity.

Debt Covenants

Under the terms of Restructuring Agreement (RA). the Company is migured to comply with following financial covariants.

Without prior approval of lender, the Company shall not

Loans, debenture & charge issue or subsorbe to any debentures, shores, nase any bans, deposit from public, issue equity or preference capital, change its capital structure or create any charge on its essets including. Its cash from or give any guarantees.
Dividend on equity shares dedars/pay dividend on equity shares unless otherwise approved by the Lange/Business Monitoring (bi) Committee in accordance with the provisions of RA.

in order to achieve this overall objective, the capital management, amongst other frang, aims to ensure that it meets financial constraints attached to the interest begring Loans and boyowings that doline coolal structure requirements, there have been breaches in the financial coverunts of Interest bearing loans and borrowing in the current pentat and previous patiod.

The Company has not proposed any dividend in last three year in view of losses incurred.

Revenue from contracts with customers (IND AS 115) 64
The Company disaggregates revenue from contracts with cuatemara by type of pervices; geography and timing of revenue recognition $|40\rangle$

Revenue disappregation by type of services is given note no. 28.

Revenue desiggregation by geography is as follows

Geography	Year Ended	les in ran Year Ended
	31st March, 2019	31st March, 2018
SYCKE	13.139.60 $\sim$	8.542
Outside Incio
Total	13.139.98	9,542.02

tue disaggeraation by timing of revenue recognition to as follows:

		(Rs. in Lakh)
Ceography	Year Ended 31st March, 2019	Year Ended 31st March, 2013
part have banelened separate	5972.11	541.68
Consideration on Lease of Land	7.157.87	0.45
Total	13,139.98	E.542.02

Notes to the financial statements for the year anded 35st March, 2019

Reconciliation of Revenue from Operation with contract price.

		ERA, In Lake
Particulars:	Year Ended 31st Warch, 2019.	Year Ended 31st March, 2018
Contract Price	14 916 99	399.51
Reduction towards credit note issued to subsidiary	1.777.01	297.65
Revenue from Operations	13.129.98	8.542.02

Transaction Price allocated to remaining performance obligations:

The aggregate amount of the transaction price allocated to the performance obligations that are to be collated as of 31st March, 2019 amounts to Rs. 7,109.59 Lash as per lusere deed. The remaining performance obligation are affected by several factors including Parnol storage revenue, cash flow cover, ecllections within 90 days of mutually agreed. The management of the Company sepects that 36% of the unsatisfied performance obtgation will be recognised as reverse during the next reporting pariod amounting to Rs. 2,500.00 Lake with balance in future two reporting periods thereafter.

dss Transitional Provision - IND AS 115 - Revenue from Contracts with Customer

The Minisby of Corporate Affairs (MCA) on 28th March, 2018 notified line AS 115 "Revenue from contracts with customers" as part of the Companies (Indian Accounting Standards) Amendment Rules, 2018 and the same is attactive for assounting period beginning on or after 1st April, 2018. The Company has applied modified retrospective approach in adopting the new standard and accordingly. the revenue from opprations for the year ended 31et March, 2019 is not comparable with the previous year. As a results of change in accounting policies, adjustments to the transition provision has been made in respective fiern as at 1st April, 2018 with corresponding impact to wouldy. Details of changes made in item arong with equity have given in below table.

Particulars	Rs. in Lakh
Other Financials assets
Untailed Reversie
Not Impact on other equity (Increase)

The Company's borrowings have been assigned by bankers to an ARC under CDR package and restructured with NBFC. The ARC and CS NEFC have charged penal interest interest income as first 1, 303.42 lash upto the year wided March 31, 2018, which was not accepted by the Company and hence is under negotiation. In Eght of audit quashcations in previous year as a matter of proterior. the Company his recognised the and interestigenal interest and has accordingly restated the finance cost and other consequential mission in the year. ended March 31, 2018.

Further, during the year ended March 31, 2018 reperted figure of finance cost, other Equity and Interior accrued and due on corrowings. was Rs. 12.458.52 lekh. Rs. 1,61.283.30 lakh and Rs. 104.43 lakh respectively. Ruskawd figures of finance cost, other equity and Interaccrued and due on Bonowings are Rs 13,781.94 lash. Rs. 1.19.959.88 lash and Rs 1.407.85 lakh respectively. Earning Pw Share (EPS) also recollocated based on the restated figures.

The Company has sent request fetters/ greats to various Parties for confirmations of betances under borrowings, trade reconsiders and 69 captal advances given to vendors and state peyables etc. to which only few parties have responded. Accordingly, impact of adjustment, If any, will be accounted as and when the same is determinable or poppunts are reconcead surged.

Previous year's figures have been regrouped / restated / rearranged strenger recessary. 87

Bionaturas to Notes forming part of Pinsinglat Statements. For Chatureedi & Shah LLP For and on behalf of the Board of Directors of Arshiya Limited Chartered Accountants Firm Registration Number 101720WW1100305 CARLICHA Archana A Mittal Vijay Napawaliya Ajay S Mittal Charman and Masaging Director Joint Managing Director Partner DIN: 00703208 Membership Number: 102869 TWN COUNTRIES VEC S. Maheshwari Ashlabkumar Bairagra Ciriel Financial Officer Independent Director DIN 00045591 A Leday Dinish Kumar Bodani Place: Murrical Savita Datal Concerti Secretary VP: Accounts & Finance Date: 27th May, 2019

Arshiya Limited
Consolidated Balance Sheet as at 31st March, 2019

		An at	INSTRUCTION
Particulars	Notes	Stat March, 2019	As at 31st March, 2018
ASSETS
Non-Current Assets
in) Property, Plant and Equipment	7	2.58.156.00	2,82,377.19
(b) Copital Work-in-Programs		79.62
cl Goodwill		19.17	19.17
(d) Intang ble Assets	B.	4,124.96	5.036.75
(e) Intang ble Aasete Under Development		82.21	- 4
If) Financial Assets
0) Other Financial Assets	n.	1,750.02	1.732.58
(g) Other Non-Current Assets	10	6.212.59	4,822.26
		2,70,464.67	2,93,967.86
Current assets
Tab Inventories	n	16,505.97	15.66
(b) Financial Assets
0) Trade Receivables	12	4,266.17	2.742.67
06 Cash and Cash Equivalents	13	990.66	1,285.84
dill Bank Balances Other than ill above	14	401.38	498.64
Ovi Lean	15	326.12
(v) Other Financial Assets	16	8,876.66	12:804.20
(c) Other Current Assets	17.	3,950.50	4,288.67
		35,316.14	21,636.68
Total Assets		3,06,780.71	3,15,624.83
EQUITY AND LIABILITIES
Equity
(a) Equity Share capital	Œ	4.872.29	4,564.34
(b) Other Equity.	18	48,593.48	66,937.58
		53,466.75	71.501.92
Equity Component of 0% Optionsky Convertible Redeemable Preference shares (OCRPS) issued by subsidiary held outside Group.		519.09	519.09
Liabilities
Non Current Liabilities
(a) Financial Liabilities
6) Borrowings	20	1.26.152.68	1,40,050.03
(a) Other Financial Lisbabes b) Provisions	21 22	612.11 273.73	2,300.76 203.62
(c) Other Non-Current Liabilities	23	2,316.67	1,862.09
		1,29,374.29	1,44,417.40
Corrent Liabilities
(a) Fitancial Liabildes
(i) Borrowings	ZŁ	12,524.48	13,753.15
(ii) Trade Payables.	25
Micro and amail enterprises.		D2 88	18.11
Others		2,494.36	1,779.68
(iii) Other Financial Liabilities	36 27	1,02,861.88	79,930.84
(b) Other Current Liabilities (c) Provisions	28	4,430.03 25.05	3,682.01 22.43
		1,22,421.48	99.106.22

Total Equity and Liabilities		3,06,780.71	3,15,624.63

Notes to the financial statements

110-71

As per our report of even date

For Chaturvedi & Shah LLP Charlered Accountants Firm Registration Number 101720WWH 00365 John Mary

Vijay Napawaliya Partner Membership Number, 103859

AVEDI & S

MUMBA $\star$ DALCO Place: Mumbei

Date: 27th May, 2019

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

栅 ٦۴

Ajay 5 Mittal Chairman and Menaging Director
DIN: 00226355 dicogn

Chattistikumar Bairagra DINE DODASSAL

Savita Dalai Company Secretary

han Archano A Mittal

$-0.00000000000000000000000000000000000$

Joint Menaging Director
Day: 05703208

S. Maheshwari
Chief Financial Officer
and Group President

Dinesh Kumar Sodani
VP - Accounts & Finance

Particulars	Notes	Year Ended 21st March, 2019	(Re. In Lakh) Year Ended 31st March, 2018
INCOME
Meverus from operations	28	28,937.38	25,906.03
Other income	38	2,460.09	1,665.19
Total Income (I)		31, 397.47	27.871.88

EXPENSES
Material handling, usiue optimisation services and other charges		1,047.78	1,211.35
Freight expenses Terminal copenses	IE	10,954.50	11,668.31
Other operating expenses		367.66 756.02	304.26
Warehouse storage charges		5,404.67	374.00 502.54
Employee benefits expense	32	3,806.85	3,034.54
Finance costs	33	27,559.39	31,598.39
Depreciation and amortization expense	34	9,419.56	10, 171. TO
Offici: experises	55	3,929.29	4.047.50
Total Expenses (II)		83,316.38	63,913.66

Profit/(loss) before exceptional hems and tax (HI) Exceptional tanckets		[31,917,91]	(38.341.67)
	擄	(9, 167.54)	(36, 473, 20)
Profit/Jose) before tax		(28,780.87)	3,131.63
Tax experience:	63
Current text		6,88
Adjustment of tite relating to earlier periods.		0.10	27.42
Profit/Jose) for the year		(26,757.85)	3.104.11
OTHER COMPREHENSIVE INCOME.
floms not to be reclassified to profit and loss in subsequent parkeds:
Ramsasurament of gains (losses) on defined benefit plans		(28.871)	(9.67)
Other Comprehensive income for the year		(28.57)	(9.67)
Total Comprehensive Income for the year		(26,786.42)	3.094.46

Profit for the year attributable to: Equity holders of the perent.		26,757.88/	3.104.11
Non-controlling interests
		(28,757.88)	3,104.11
Other comprehensive income for the year attributable to: Equity holders of the parent		(28.57)	19,674
Non-controlling interests
Total comprehensive income for the year attributable to:		(28.57)	(9.67)
Equity holders of the parent Non-control ing intensets		(26,786.42)	3.094.44
		(26,786.42)	3,094.44
Earning per share (tech velue of Rs. 2 each)	42
Basic and Silvired		(11.24)	$+70$
Notes to the financial statements.	1.50.71

As per our report of even date

For Chaturvedi & Shah LLP
Chatered Assounteris

Firm Registration Number 101720WW100355

CHAZ

DI & SHA

SAUME

Vijay Rapawatya
Partner Membership Number: 101650

AMTRED Place: Mumbai Date: 27th May, 2019

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

بلطات

Ajay S Mittal
Chairman and Managing Director
Dire: 00226355 ŕ.

aicoon Ashishkumar Bairagra DIN: 00049591

Bay Poland
Coppery Becomey

uer Archana A Mittal
Joint Managing Director
Dire: 60703208

S. Mahoshwart
Chief Financial Officer and Group President

$D$ sodaw: Dinesh Kumar Sodani VP - Accounts & Finance

Arabiya Limited
Consolidated Statement of changes in Equity for the year ended 31st March, 2019

A. Equity Share Capital (Rafer Note No. 18)

y Shares of Ris. 2 each toward, without bed and paid up on and 21 or Make City. 24 NAME OF GROOM	123.50
631st Marc
Subsidiary S	987.95
x at 31st March, 2019	ITZA

B. Other Equity Refer Note No. 199

(Ra. in Late)

	State application FIREW PROFIL alletes a rt â	Professor Historian WARTERFE G	Cost power of #1 rence and Comerdia Optionally DOMPH tue _r	Caphal	Lasery	Securitum Looking	Counter	Total Page
Balances as on 31st March, 2017	18,766.71		88,620.84	1.62	124,80	79,417,43	SHO.58	(1,59,750.24)	DE 127.82
Utility conspressions income Profit at the year							š	(1999) 3,104.11	1,104.11 9.97
Total comprehensive income for the year	ü		۵	t	ł		r	3,004.44	1,054.44
Cit lesse of equity shares	(10,746.71)	190.25	(41,068.97)	¥		95,278.89	į.		35,443.10
Transaction costs on issue of equity shares. Money receive lane of stars and shoots	ı		Ł	۳ ï	ŗ ï	深気	ř ı.	ś	07.62 860.25
Conditional Lease nett DENNIS (PMT)	V.	k/3	18	(91)	×			M.M.F. 390.41	1.134.88 300.41
Datances as at 31st March, 2019	í	880.35	47,551.87	5	124.80	1,74,858.67	9400.18	CL67,389.77	66,937.58
Other comprehensive income Profit/Load for the year	¢ ×	٠	à	ł	1 s	× ٠	١	26,757,851 128.57	25,757.85 538.57
Total compreherative income for the year	,	٠	t	ł	à	¥		26,788,42	128,786.42
Money received against share warrants	٠	19.00		ŧ	٠		tit		35.00
Distribution to puese and Different (part)	٠ ٠	875.25 ţ	(47.561.67)	۱ ٠	í ٠	58,713.49	f	1,359.07	1, 359, 07 9.799.37
Balances as at 31st March, 2019				151	124.80	2,33,473,16	MO.18	(1,85,848,28)	48,593.46
Notes to the financial statements	11071

Notes to the financial statements
An per our report of exercitain

For Chatured & Staft (LP
Chatter Accordants
Firm Regulation Number (01720WW)10025 CATA / GPA š

For and on behalf of the Board of Directors of
Arathya Limbel

$\frac{1}{2}$ ٤

Ajey 3 Mitsi
Chamen and Manaping Director
DNA 00225555

Decodaw

$p$ $\neq$

THE REAL PROPERTY

Membership Number: Vijay Mapamaltya

Parker

SEDIAST

Direct Kurner Sociani
VP - Accounts & Finance

mines

Archaria A Mittal
Jost Meraging Director
Dilvi opprocesse

Anhinkhurnar Baleagra
Independent Director
Chile COARSIS

5. Makedwari
Chief Financial Cittaan
and Group President

Company Sear Sanfta Datei

Place: Mumbal
Date: 27th May, 2013

			(Rs. in Lakh)
Particulars		Year Ended 31et March, 2019	Year Ended 31st March, 2018

Cash flow from operating activities
Profit/(Loss) before tax		(26,760.87)	3,131.53
Adjustments for:
Bad debts		45.81	101.54
Sundry balances written back (ned-		$(83 + .36)$	(452.80)
Discarcling/written off of Property, plant and equipment and intengible assets		166.34
(Gain)/loss on disposal of Property, plant and equipment.		(0.03)	515.84
(Sain) on monetization of Property, plant and equipment (Refer Note No. 59)			(15,633.29)
Provision for doubtful debts/Expected credit loss Excess provision written back		112.65	(52.52)
Reconcillation of loan accounts meti-			(483.14)
Settlement of claims			(562.39)
Depreciation and amortization expense		[6, 167.04] 9,419.56	(19.478.47) 10.171.76
samecoa taerien		27,559.39	31,598.39
Government grant income		(365.49)	(305.49)
Financial guarantee income		(227.88)	(2.57)
Financial assets camind at amortised cost		(193.08)
Gain on derecognised of Liability Component		(653.17)
Interest income		(39.72)	(54.23)
Dividend income			(5.65)
Foreign exchange differences (net)		43.21	(105,30)
Operating profit before working capital changes Adjustments for :		3,018.35	0.345.37
Change in inventories		15.65	0.07
Derease/Uncrease) in financial and other assets		1,058.89	(16.518.65)
Decrease in financial and other liabilities		(2.152.32)	(5,200,32)
Cash generated from operations		1,940.58	(13,450.53)
Direct taxes cald		(545.51)	(516.00)
Net cash flow from operating activities	IAI	1,395.07	(13.966.53)
Cash flow from investing activities
Purchase of property, plant and equipment.		(779.90)	(4.589.07)
Purchase of intensible assets.			(2.239.00)
Purchase of Capital work in progress and intangible assets under development		(71.18)
Proceeds from sale of property, plant and equipment		2.51	05.23
Proceeds from monetization of property, plant and equipments			43,400.00
Capital advances		(1.089.41)	(49.23)
Divident income			0.80
Interest received		39.72	54.23
Not cash flow from investing activities	(B)	(1, 898.28)	36,672.76
Cash flow from financing activities
Issue of Equity shares (including security premium)			15, 268, 30
Money received against share warrants		15.00	850.25
Proceeds from non-current borrowings.		5.571.82	3,200.00
Repayment of non-current borrowings		(2,550.04)	(36, 064, 72)
Short-term borrowings (net)		(1.228.69)	6,755.45
Ungaid Dividend transfer to IEPF A/c		03:043
Interest paid		(1.697.30)	(10.993.44)
Not cash flow from financing activities	(G)	110.75	(21, 774.07)
Net (decrease)/increase in cash and cash equivalents (A + B + C).		(392.44)	932.18
Cash and cash equivalents as at the beginning of the year.		1,754.38	852.22
Cash and cash equivalents as at the end of the year (Refer Note No. 13 and 14)		1,391.94	1,784.38

Arshiya Limited Consolidated Cash Flow Statement for the year ended 31st March, 2019

Change in Eablities arises from financing activities (Rs. in Lakh) Long term Short term Particulars Borrowings Borrowings As at 1st April, 2018 1,76,462.68 13,753.15 Less: Transaction cost 714,67 Less: Conversion of Liability Component of Compound Financial Industriants (OCRPS) into $(10,342.61)$ Equity Add: Non cash items $(73.69)$ Addit.ess: Cash flow
As at 31st March, 2019 $(1,228.69)$ 3,021.78 69,782.83 12,524.46

Notes:

Bracket indicates cash outflow.
The above cash flow statement has been prepared under the "indirect Method" as set out in IND AS 7 on Statement of Cash Flow.

Notes to the financial statements

$1 to 71$

As per our report of even date

For Chatervedi & Shah LLP Chartered Accountants Firm Registration Number 101720WWV100355

$Jegsuchz$

Vijey Napawaliya Partner Membership Number: 109859

Place: Mumbal Date: 27th May, 2019 For and on behalf of the Board of Directors of Arshiya Limited

Ajay S Mittal Chairman and Managing Director DW: 00226355

Asmahkumar Bairagra Independent Director DIN: 00049591

Savite Datal
Company Secretary

بهل Archana A Mittal Joint Managing Director

DIN: 00703208

z S. Maheshwart

Chief Financial Officer and Group President

$5000w$

Dinesh Kumar Sodani VP - Accounts & Finance

Notes to the Consolidated financial statements for the year ended 31st March, 2019

Corporate Information

Arshiya Limited [hereinafter referred to "the Parent Company" or "the Company") together with its subsidiaries (collectively referred to as 'Group') is a flagship Company of Arshiya Group, it is pioneering Unifed Supply Chain and integrated logistics thirestructure solution provider Group headquartered in India. The group businesses comprises of Free Trade and Warehousing Zone (FTWZ), Rail & Rail Infrastructure, Industrial and Distribution hubs, Indian Container Depot (ICD), Domestic Warehousing, Forwarding, Transport & Handling. Supply Chain technology and Management solutions.

These statements comprises of Consolidated Financial Statements ("CFS") of Arshiya limited (CIN: L93000MH1981PLC024747) and its subsidiaries for the year ended 31st March, 2019. The Company is a public company domicled in India and is incorporated on 3rd July. 1981 under the provisions of the Companies Act applicable in India. The registered office of the company is located at 302, Level 3, Ceejay House, Shiv Sagar Estate, F-Block, Dr. Arnie Besurt Road, Worll, Mumbai- 400 018

The Parent Company's equity shares are listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) of India.

The Consolidated Financial Statements for the year ended 31st March, 2019 were approved and adopted by board of directors in their meeting held on 27th May, 2019.

Dasis of preparation of consolidated financial statement

The consolidated financial statements have been prepared in accordance with Indian Accounting Standards ("Ind AS") notified by the Ministry of Corporate Affairs ("MCA") pursuant to the Section 133 of the Companies Act, 2013 ("the Act") read with of the Companies (Indian Accounting Standards) Rules 2015, (as amonded) and other relevant provisions of the Act.

The consolidated financial statements have been prepared on a historical cost cess, except for certain financial assets and liabilities. which are measured at fair value / amortized cost.

The consolidated financial statements are presented in Indian Rupees (Ris.) which is the Group's functional and presentation currancy and all values are rounded to the nearest lakh as par the requirement of schedule lif, unless when otherwise indicated.

$\mathbf{r}$ Basis for Consolidation

The consolidated financial statements comprise of the financial statements of the Parent Company and its subsidiaries as at 31st March. 2019. Control is achieved when the Group is asposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including the contractual arrangement with the other vote holders of the investee, rights arising from other contractual arrangements, the Group's voting rights and potential voting rights and the size of the Group's holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, tabilities, thoome and expenses of a subsidiary acquired, during the year are included in the consolidated financial statements from the date the Group obtains control and assets, fabilities, income and expenses of a subsidiary disposed off during the year are included in the consolidated financial statements till the date the Group ceases to control the subsidiary.

The CFS includes the Financial Statements of the Parent Company and the subsidiaries (as listed in the tattle below). Subsidiaries are consolidated from the date on which effective control is applied and are excluded from the date of transferidisposal.

Notes to the Comsolidated financial statements for the year ended 31st March, 2019

	SHARDWAY B. No. Kan a of the anti-y.	Rounded unmorst.cm	Properties of Interes EPACIFICAL Deneticial directlyindirectly or thrown	nio naktyventing power (elthar BUDSTURFIES
	Direct Subsidiaries:		31st March. 2019	31st March. 2018
机。	Arshiya Rail Infrastructure Limited (ARIL)	India	100%	100%
m.	Arshiya Northein FTWZ Limited (ANFL)	India	100%	100%
	(iii) Arshiya Industrial & Distribution Hub Limited (AIDHL)	India	100%	100%
	0v) Arshiya Lifestyle Limited (ALL)	India	100%	100%
恢	Arshiya Logistics Services Limited (formerly known as Laumipas Bala) Exim Trading Limked) (ALSL) (w.e.f. 13th June, 2017)	India	150%	100%
	(vi) Arshiya Transport and Handling Limited (ATHL)	India	100%	100%
(as)	Arshiya Technologies (India) Private Limited (ATIPL)	India	100%	100%
Ived.	Laxmiped Balaji Supply Chain Management Private Limited (LBSCM) far e.17th May, 2018)	India	100%	NH
IKI	Anomatous Infra Private Limited (AIPL) (w.e.t. 15th October, 2018)	India	100%	NE
体	Anthisa Infrastructure Devolopers Private Limited (AIDPL) (w.e.f. 9th Jerusny, 2019)	India	100%	Ni
IXII	Univalled Inhastructure Private Limited (UIPL) (w.e.f. 7th January, 2019)	India	100%	Ni
	(xi) Anthrus Northern Projects Private Limited (ANPPL) (w.e.f. 25th October, 2018)	India	100%	Nil
(c)	Mira Supply Chain Management Private Limited (formerly known as Arahiya Supply Chain Management Private Limited) (ASCM) (up to 21st March, 2018).	India	346	Ni
	Indirect Subsidiaries:
	Held through Arshiya Logistics Services Limited:
	oiv) Aratiya 3PL Services Private Limited (w.e.f. 27th August, 2018)	India	100%	Mil
	Held through Arshiva Rail Infrastructure Limited:
DW1	Ascendas Parwel FTWZ Limited (formerly known as Arahiya Rat Siding and Inhastructure Limited) (APFL) (up to 3rd February, 2018).	india	Nil	Nil

Consolidation procedure:

Ca1 Combine tike items of assets, labilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and labilities recognised in the consolidated friancial statements at the acquisition data.

Offset (eliminate) the camying amount of the parent's investment in each subsidiary and the parent's portion of equity of each subsidiary. ibi-The difference between the cost of swestment in the subsidiaries and the Parent's share of net assets at the time of acquisition of control In the subsidiaries is recognised in the consolidated financial statement as goodwill. However, resultant gain (bargain purchase) is recognized in other comprehensive income on the acquisition date and accumulated to capital reserve in equity.
(c) Intra-Group belances and transactions, and any unrealized income and expenses arising from intra-Group transactions, are eliminated in preparing the consolidated financial statements.
$(d)$ Consolidated statement of Profit and Loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
For the acquisitions of additional interests in subsidiaries, where there is no change in the control, the Group repognises a reduction to the Tol non-controlling interest of the respective subsidiary with the difference batween this figure and the cash paid, inclusive of transaction tees. being recognised in equity. In addition, upon dilution of controlling interests, the ofference between the cash received from sale or listing of the subsidiary shares and the increase to non-comrolling interest is also recognised in aguity. If the Group loses control over a subsidiary. It derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in consolidated atetement of profit and loss. The results of subsidiaries coquired or disposed off during the year are included in the consolidated statement of Profit and Loss from the effective date of acquisition or up to the effective date of disposal, as appropriate.
(f) Consolidated financial statements are prepared using uniform accounting policies for the transactions and other events in similar circumstances. If an entity of the group uses accounting policies other than those adopted in the consolidated financial statements for the transactions and events in similar circumstances, appropriate adjustments are made to that Group member's financial statements in preparing the consolidated financial statements to ensure conformly with the Group's accounting policies.
(g) Consolidated financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the Parent Company, i.e., year ended on 31st March. When the end of the reporting period of the parent is different from that of a subsidiary, If any, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the consolidated financial statements of the parent to enable the parent to consolidate the financial information of the subsidiary, unless it is impracticable to do so.

Notes to the Consolidated financial statements for the year ended 31st March, 2019

In the case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the average exchange rates (h) prevailing during the year. All pasets and liabilities are converted at rates prevailing at the end of the year. Components of equity are translated at dosing rate. Any gain / (Loss) on exchange difference arising on consolidation is recognized in the Foreign Currency Translation Reserve (FCTR) through OCI.

The financial statements are presented in indian Rupees (Rs.), which is the Group's functional and presentation currency and all values are rounded to the nearest lakh, except when otherwise indicated.

5 Significent Accounting Policies

Property, Plant and Equipment 5.1

Property, plant and equipment are carried at cost less eccumulated depreciation and accumulated impairment losses, if any. Cost induces purchase price, borrowing cost and any cost directly attributable to the bringing the assets to its working condition for its intended Loke.

Depreciation on the property, plant and equipment is provided using straight line method over the useful life of assets as specified in schedule il to the Companies Act, 2013. Leasehold improvements are amortized over the period of lease. Depreciation on property, plant and equipment which are added / disposed off during the year, is provided on provide basis with reference to the date of addition / deletion. Freehold land is not depreciated and under the previous GAAP land was revalued.

The assets' residual values, useful lives and method of depreciation are reviewed at each financial year end and are adjusted prospectively. If appropriate.

Cepta work-in-progress includes cost of property, plant and equipment under installation / under development as at the balance sheet dista.

Property, plant and equipment are eliminated from consolidated financial statement, ether on deposal or when retired from active use. Profits / losses arising in the case of relitement / disposal of properly, plant and equipment are recogrised in the consolidated statement of profit and loss in the year of occurrence.

The Group has opted to continue with the carrying values of all of its property. Plant and Equipment as recognised in the Previous GAAP financial statements as deemed cost at the transition date i.e. 1st April 2016.

5.2 Intangible Assets

Intergible assets are carried at cost less accumulated amortization and accumulated impairment losses. If any, Cost includes expenditure that in directly attributable to the acquisition of the intangible assets.

Identifiable intergible assets are recognised when it is probable that future economic bonefts attributed to the asset will flow to the Group and the cost of the gaset can be relably measured.

Railways License fees is amortized over a pariod of twenty years being the license period as per agreement.

Cost of Enterprise Resource Planning (ERP) software including expenditure on implementation is to be amortized over a period of lan years based on management's estimate of useful life over which economic benefits will be derived from its use.

Computer softwares are capitalized at the amounts paid to acquire the respective license for use and are amortized over the period of three to seven years. The assets' useful tires are reviewed at each firancial year end.

Trademark are amortised over the period of ten (10) years.

Gains or losses arising from derecognition of an interigible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the consolidated statement of profit and loss when the asset is derecognised.

Intergible assets under development includes cost of computer software under installation / under development as at the balance sheet date.

The Group has opted to continue with the carrying values of all of its Irriangible assets as recognised in the Previous GAAP financial statements as deemed cost at the transaction date i.e. 1st April, 2016.

5.3 Leases

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Group is classified as a finance lease.

Notes to the Connolidated financial statements for the year ended 31st March, 2019

The Group as a lessee

$(a)$ Finance lesse

Assets acquired under finance lease are capitalized and the compopending lease liability is recognised at lower of the foir value of the leased assets and the present value of minimum lease payments at the inception of the lease. Initial costs directly atributable to lease are recognised with the asset under lease.

Operating lease dbi

Lease of assets under which all rake and rewards of ownership are effectively retained by the leasor are classified as operating issue. Lease payments under operating lease are recognised as experises on accrual basis in accordance with the respective lease agreements

The Group as a lessor Finance lease

467

When assets are leased out under a finance lease, the presont value of the minimum lease payments is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income is recognised over the larm of the lease using the net investment method before tax, which reflects a constant periodic rate of ratum

The lessor darecognises the leased sesets and recognises the ofference between the carrying amount of the leased assets and the finance lesse receivable in the consolidated statement of Profit and Loss whon recognising the finance lease receivable. This gain or loss is presented in the consolidated statement of Profit and Loss in the same line item as that in which the leasur presents pains or lossers. from sale of similar assets.

(b) Operating lease

Rental income from operating leases is recognised in the consolidated atelement of profit and loss on a straight line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased gasets is developed.

Initial indirect costs incurred in negotiating and arrenging as operating lease are added to carrying value of the leased asset and recognised on a straight line basis over the lease term.

5.4 Inventories

Inventories are valued at the lower of cost and net restraits value. The cost of inventories comprises of cost of land and incidental cost thereto, cost of purchase, cost of conversion and uther costs incurred in bringing the inventories to their respective present location and condition. Cost is computed on the First in first out basis.

Cash and cash equivalents 5.5

Cash and cash equivalent in the balance sheet comprise cash at banks, cash on hand and short-torm deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

5.6 Impairment of assets

An asset is considered as impaired when at the date of Balance Sheet, there are indications of impairment and the carrying amount of the esset, or where applicable, the cash generating unit to which the asset belongs, exceeds its isocrerable smount (i.e. the higher of the net asset selling price and value in use). The carrying emount is reduced to the recoverable amount and the reduction is recognized as an imporment loss in the consolidated statement of profit and loss. The impetment loss recognized in the prior accounting period is reversed if there has been a change in the calimate of recoverable amount. Post impairment, depreciation is provided on the revised carrying value of the impaired asset over its remaining useful life.

5.7 Financial instruments - initial recognition, subsequent measurement and impairment

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another ently

os: Financial assets -initial recognition and measurement

All financial assets are initially recognized at fair value. Transaction costs that are directly athfoutable to the acquisition or issue of financial assets, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Financial assets are classified, at initial recognition, as financial assets measured at fair value or as Enancial assets measured at emortosol cost.

dily. Financial assets - Subsequent measurement:

For the purpose of subsequent measurement, financial assets are classified in two broad categories-

Financial assets at fair value
ità i Financial assets at amortized cost

Where assats are massured at fair value, gains and losses are either recognised entirely in the consolidated statement of profit and loss (i.e. fair value through profit or loss), or recognised in other comprehensive income (i.e. fair value through other comprehensive income)

Notes to the Consolidated financial statements for the year ended 31st March, 2019

A financial asset that meets the following two conditions is measured at amortized cost (net of any write down for impalment) unless the asset is designated at fair value through profit or loss under the fair value option.

(a) Business model test: The objective of the Group's business model is to hold the financial asset to collect the contractual cash four
(b) Cash flow characteristics test: The contractual turns of the financial asset give rise on specified dates to cash flow that are solely payments of principal and interest on the principal amount cutatanding.

A financial asset that meets the following two conditions is measured at fair value through other comprehensive income unites the asset is designated at fair value through profit or loss under the fair value option.

(a) Business model test: The financial asset is held within a business model whose objective is achieved by both collecting contractual cosh flow and selling financial assets.
(b) Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flow that are achily payments of principal and interest on the principal whount outstanding.

Financial assets - Derecognition

A financial assets (or, where applicable, a port of a financial areast or part of a group of similar financial assets) is primarly derecognised (i.e. terrored form the Group's statement of financial position) when

(a) The rights to receive cash flows from the asset have expired, or
The Group has transferred its rights to receive cash flow from the asset.

(iii) Financial lisbilities - Initial recognition and measurement:

The financial liabilities are recognised initially at fair value and, in the case of loans and bomowings and psyscies, net of directy attributable transaction costs.

Effective interest method

The effective interest mathod is a mathod of calculating the amortized cost of a financial instrument and of allocating interest income or expenses over the relevant period. The effective interest rata is the rate that exactly discounts future cash receipts or payments through the expected life of financial instruments, or where appropriate, a shorter period.

Financial Esbilities - Subsequent measurement

Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts are approximate at their fair value due to the chort maturity of those instruments

Financial Liabilities - Financial guarantee contracts

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reinburse the holder for a loss it incurs because the specified dation falls to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuarios of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined and the amount recognised less cumulative emortization.

Financial Liabilities - Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial lability is replaced by another, from the same lander on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new lability. The difference in the respective carrying amounts is recognised in the consolidated statement of profit and loss.

Compound instruments

An issued financial instrument that comprises of both the liability and equity components are accounted as compound financial instruments. The fair value of the lability component is separated from the compound instrument and the residual value is recognised as obsity component of other financial instrument. The facility component is subsequently measured at amonised cost, whereas the equity component is not remeasured after initial recognition. The transaction costs related to compound instruments are allocated to the listsify and equity components in the proportion to the allocation of gross proceeds. Transaction costs related to equity component is recognized directly in equity and the cost related to lability component is included in the carrying amount of the lability component and amortised using effective interest method.

5.8 Provisions: Contingent Lightlifes, Contingent Assets and Commitments:

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event. It is probable that
an outlow of resources embodying economic benefits will be required to sette the ob amount of the obligation. If the effect of the time value of money is material, provisions are discounted using equivalent period government securities interest rate. Unwinding of the discount is recognised in the consolidated statement of profit and loss as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.

E & saw

Notes to the Consolidated financial statements for the year ended 31st March, 2019

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the avistance of which will be continued only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be mode. Information on contingent liability is disclosed in the Notes to the Consolidated Financial Statements. Contingent assets are not recognised. However, when the realization of income is virtually contain, then the ralated asset is no longer a contingent asset, but it is recognised as an asset.

5.9 Dividend Distribution

Annual dividend distribution to the shareholders is recognised as a lisbility in the period in which the dividends are approved by the standholders. Any interim dividend paid is recognised on approval by Board of Directors. Dividend payable and converponding tax on
dividend distribution is recognised directly in other ogulty.

5.10 Royanus recognition

Revenue is recognized upon transfor of contrui of goods or rendering of services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those goods or services.

Generally, control is transfer upon shipment of goods to the customer or when the goods is made available to the customer, provided transfer of this to the customer coours and the Group has not retained any significant risks of ownership or future obligations with respect to the goods shipped.

Revenue is measured at the amount of consideration which the Group expects to be entitled to in exchange for transfering distinct goods. or services to a customer as specified in the contract, excluding amounts collected on behalf of third parties (for example bases and duties collected on behalf of the government). Consideration is generally due upon salisfaction of performance obligations and a receivable is recognized when the it becomes unconditional.

Revenue are recognized as the related services are performed and revenue from the end of the last invoicing to the reporting data is recognized as unbiled revenue.

Revenues in excess of invoicing are classified as contract assets (which we refer as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (which we refer to as unsamed revenues).

Trade Receivables

A receivable represents the Group's right to an amount of consideration that is unconditional.

Contract Eabilitie

A contract liability is the obligation to transfer of services to a oustomer for which the Group has repaired consideration (or an amount of consideration is dus) from the customer. If a customer pays consideration before the Group transfers services to the customer, a contract liability is recognised when the payment is made Contract fabilities are recognised as revenue when the Group performs under the contract

Free Trade Warehousing Zone (FTWZ) tai.

Income from allotment of warehousing spaces and open yard area for use are recognised for the period the material is lying in area as per ili agreed terms.
(iii) Revenue from valued services and other activities is recognised when related services are performed as per the contractual terms.
(iii) Export benefits under Foreign Trade Policy are rocognised when utilized.
Inland Container Depot (ICD) $(b)$
Income from Container handing, alorage and Rail and Road transportation are recognised on proportionate completion of the movement -10 and delivery of goods to the party/designated place.
(iii) Income from ground rent is recognised for the period the container is tying in the ICD area.
Rail Transport Operations to:
TU Revenue from sale of services e.g. rail freight income is recognized as per the terms of contracts with customers based on stage of completion when the outcome of the transactions involving rendering of services can be estimated reliably. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided (percentege of completion mathod).
Measurement of revenue: Estimates of revenues, costs or extent of progross toward completion are revised if circumstances change. Any
resulting increases or decreases in estimated revenues or costs are reflected in profit 110 give itse to the revision become known by management.
Reverse from fanding and other snotlary services is recognised at the time of rendering of service which is at the time of DIE loading/unicading of container/cargo.

Arshiya Limited Notes to the Consolidated financial statements for the year ended 31st March, 2019

(d) Domestic Warehousing

Revenue from allotment of warehousing space and open yard area for use is accounted on accoual basis as per spreed terms of contract.

(e) Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected the of the financial asset to that asset's net camying amount on initial recognition.
(f) Dividend income is recognised when the right to receive the payment is established, which is generally when shareholders approve the payment of dividend.

5.11 Foreign currency reinstatement and translation:

Transactions in foreign cumencies are initially recorded by the Group at rates prevailing at the date of the transaction. Subsequenty monetary items are transfored at dosing exchange rates as on balance sheat date and the resulting exchange difference recognised in the consolidated statement of profit and loss. Differences wising on settlement of monetary ltems are also recognised in the consolidated statement of profit and loss.

Non-monetary items that are measured in terms of trabmost cost in a foreign currency are translated using the exchange rates at the dates of the transaction. Non-monetary forms corried at fax value that are denominated in foreign currencies are translated at the exchange rates prevailing at the date when the full value was determined. The gain or loss arising on translation of non-monetary terms measured at fair value is treated in the with the recognition of the gain or loss on the change in fair value of the item (i.e., translation) differences on items whose fair value gain or law is recognised in CCI or profit or loss are also recognised in CCI or profit or loss. respectively).

Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the consolidated statement of profit and loss, within finance costs. All other finance gains / losses are presented in the consolidated statement of profit and loss on a net basis.

5.12 Employee benefits

Short term employee banefits are recognized as an exponse in the statement of proft and loss of the year in which the related services. sew carstered.

Defined Contribution Plan date.

Contribution to Provident Fund, a defined contribution plan, is made in accordance with the statute, and is recognised as an exponse in the year in which employees have rendered services.

Dofined Benefit Plan 660

Leave encashment being a defined benefit plan is accounted for using the projected unit credit method, on the basis of actuarial valuations carried out by third party actuaries at asch Balance Sheet date. Actuarial geine and losses sraing from experience adjustments. and changes in actuarial sexumptions are charged or credited to other comprehensive income in the year in which they arise. Other coats are accounted in the consolidated statement of profit and loss.

The cost of provising gratulty, a defined benefit plans, is determined using the Projected Unit Chadit Mathod, on the basis of actuarial valuations carried out by third party actuaries at each Balance Sheet date. Actuarial gains and losses araing from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the period in which they arise. Other costs are accounted in the consolidated statement of profit and loss.

Remeasurements of defined benefit plan in respect of post employment and other long term benefits are charged to the other completionsive income in the year in which they occur. Remeasurements are not reclassified to the consolidated statement of profit and loss in subsequent periods

5.13 Taxes on income

Income tax expense represents the sunt of current tax (including MAT and income tax for earlier years) and deferred tex. Tax is recognised in the consolidated statement of profit and loss, except to the extent that it relates to items recognised directly in equity or other comprehensive income, in such cases the lax is also recognised directly in equity or in other comprehensive income. Any subsequent change in direct tax on dons initially recognised in equity or other comprehensive income is also recognised in equity or other comprehensive income.

Current lax provision is computed for income calculated after considering allowances and exemptions under the provisions of the applicable Income Tax Laws. Current tax assets and current tax field this are off set, and presented as net.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the Balance sheet and the contrapording tax bases used in the computation of taxable profit. Deterred tax labilities are generally recognised for all taxable lemporary differences, and deferred tax essets are generally recognised for all deductible temporary differences, carry forward tax insecs. and allowances to the extent that it is probable that future taxable profits will be available against which those doductible temporary differences, carry forward tax losses and allowances can be utilized. Deferred tax assets and liabilities are measured at the applicable tax rates. The carrying amount of doferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available against which the temporary differences can be utilized.

$\frac{1}{\sqrt{2}}$

Notes to the Consolidated financial statements for the year ended 31st March, 2019

Credit of MAT is recognised as an asset only when and to the oxtent there is convincing evidence that the Group will pay normal income. law during the specified period, i.e., the period for which MAT cruck is allowed to be carried forward. In the year in which the MAT cruck becomes eligible to be recognised as on asset, the said aspet is proated by way of a credit to the consolidated statement of profit and losal and shown as MAT credit entitement. The Group reviews the same at each balance sheet date and writes down the carrying amount of MAT credit antitiament to the extent there is no tonyer convincing evidence to the effect that the Group will pay normal income tax during the specified ceres.

5.14 Borrowing costs

Borrowing costs specifically relating to the acquisition or construction of qualifying assets that necessarily takes a substantial period of \$110 to get ready for its intended use are capitalized (net of income on temporarily deployment of funds) as part of the cost of such assets. Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds. For general borrowing used for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalization is determined by sophista a copitalization rate to the expensitures on that asset

The capitalization rate is the weighted average of the borrowing costs applicable to the borrowings of the Group that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. The amount of borrowing costs. capitalized during a pariod does not exceed the smount of borrowing cost incurred during that period. All after borrowing costs are expensed in the period in which they conver-

5.15 Earnings per Share

Basic earnings per share is computed using the net profit/loss for the year attributable to the shareholders' and weighted average number of equity shares outstanding during the year.

Diluted earnings per share is computed using the net profit/loss for the year attributable to the shareholders' and weighted average number of equity and potential equity shares outstanding during the year including share options, convertible preference shares and didentizes, except where the result would be anti-ditcive. Potential equity shares that are converted during the year are included in the calculation of diluted earnings per share, from the beginning of the year or date of issuance of such potential equity shares, to the date of conversion.

5.18 Current and non-current classification

The Group presents assets and liabilities in statement of financial position based on currenthon-current desarfication. The Group has presented non-current assets and current assets, non-current liabilities and current liabilities in accordance with Schodule III. Division II of Companies Act. 2013 notified by MCA.

An asset is classified as current when it is:

Tab Expected to be restined or intended to be sold or consumed in normal operating cycle.
Held primarily for the purpose of trading, $100$
Expected to be realised within twelve months after the reporting period, or (d)
1in Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting. nerical

All other assets are classified as non-current

A liability is classified as current when it is:

(a) Expected to be settled in normal operating cycle.
Held primarily for the purpose of trading. 161
Due to be settled within twelve months after the reporting period, or $(n)$
$\mathbf{m}$ There is no unconditional right to defer the settlement of the fability for at least twelve months after the reporting period.

All other futbilities are dissuffed as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash or cash equivalents. Deferred bix assists and liabities are classified as non-current assets and babities. The Group has identified twelve months as its normal coerating oyde.

5.17 Fair value measurement

The Group measures financial instruments at fair value at each balance sheet date.

In the principal market for the asset or fability, or Tell
(b) In the absence of a principal market, in the most advantageous market for the asset or liability.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market porticipant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

Notes to the Consolidated financial statements for the year ended 31st March, 2019

All assets and tabilities for which fair value is measured or disclosed in the consolidated financial abstements are categorized within the tair value hierarchy.

5.18 Off-setting financial instrument

Financial assets and tabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable rights to offset the recognised amounts and there is an intention to sette on a ret basis or realise the asset and settle the liability simultaneously. The legally enforceable rights must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, inadivancy or bankruptcy of the Group or counterporty.

5.19 Segment Reporting - Identification of Segments

An operating segment is a component of the Group that engages in business setvites from which it may earn revenues and incur capenses, whose operating results are regularly reviewed by the Group's chief operating decision maker to make decisions for which
discrete financial information is available. Based on the management approach as defined in maker evaluates the Group's performance and allocates resources based on an analysis of various performance indicators by business segments and geographic segments.

5.20 Government Grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Croup will comply with all attached conditions. Government grants relating to income are deferred and recognised in the profit or loss over the period necessary to match them with the ocsis that they are intended to compensate and presented within other income.

Government grants relating to the purchase of property, plant and equipment are included in non-current kabilities as deferred income and are credited to profit or less on a straight-line tasss over the expected lives of the related assets and presented within other income.

6.21 Contributed Equity

Equity Shares are dissalfed as equity, incremental costs cirectly attributable to the issue of new shares or options are shown in equity as deduction, net of tax from the proceeds.

5.22 Cash flow statement

Cash flows are reported using the indirect method, etherety profit before tax is adjusted for the effects of transactions of non-cash nature and any deterrais or accruais of past or Liture cash receipts or payments. The cash flows from operating, investing and financing activities of the Group ans segregated based on the available information

5.23 Business combinations

Business combinations involving entities that are controlled by the Group are accounted for using the pooling of interests method as follows:

$\overline{v}$ The assets and Sabilities of the contoining entities are reflocted at their carrying amounts.
No adjustments are made to reflect fair values, or recognise any new assets or labilities. CEN
dift. Adjustments are only made to harmonise accounting policies.
The financial information in the financial statements in respect of orior periods is restated as if the business combination had occurred. this from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. However, where the business combination had occurred after that date, the orior period information is restated only from that date.
The balance of the Retained Earnings appearing in the financial statements of the transferor is aggregated with the corresponding $(v)$ calance appearing in the financial statements of the transferse or is adjusted against Central Reserve.
July The identities of the reserves are preserved and the reserves of the transferor become the reservee of the transferce.
(vii) The difference, if any, between the amounts recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to Capital Rasarve and is presented separately from Other Capital Reserves.

Significant accounting judgements, estimates and assumptions $\epsilon$

The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent labilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, ore described below

The Group based on its assumptions and estimates on parameters available when the consolidated financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

6.1 Property, plant and equipment and intangible Assets

Monogement reviews the estimated useful lives and realdual values of the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful lives and restdual values as per schedule ill of the Companies Act. 2013 or are based on the Group's historical experience with similar assets and taking into account anticipated technological changes, whichever is more appropriate.

Notes to the Consolidated financial statements for the year ended 31st March, 2019

6.2 Income Tax

The Group reviews at each balance sheet date the coming arrount of deterred tax assets. The factors used in estimates may differ from actual outcome which could lead to an adjustment to the amounts reported in the financial statements.

6.3 Continuencies

Management has estimated the possible outflow of resources at the end of each annual reporting financial year, it any. In respect of contrigencies/claim/litigations against the Croup as it is not possible to predict the outcome of cending matters with acouracy.

6.4 Impairment of financial assets

he impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Group's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

5.5 Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or Cash Generating Units (CGU) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent to those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-lax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less cost of disposel, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are comborated by valuation multiples or other available fair value indicators.

6.6 Defined benefits plans

The Cost of the defined benefit plan and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may offer from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and attribin rate. Due to the complexities involved in the valuation and its longterm nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are revisreporting date.

6.7 Recoverability of trade receivable

Judgements are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. Factors considered include the credit rating of the counterparty, the amount and timing of anticipated future psyments and any possible actions that can be taken to mitigate the risk of non-payment.

6.8 Provisions

Provisions and labilities are recognized in the poriod when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outfow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgement to existing facts and diroumstances, which can be subject to change. Since the cash outflows can take place many years in the future, the carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take socount of changing facts and circumstances.

6.9 Fair value measurement of financial instruments

When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) modal. The inputs to these models are taken from observable markets where possible, but where this is not teasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatifix. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

6.10 Recent accounting pronouncements: Standards Issued But Not Effective

On 31st March, 2019, the Ministry of Corporate Affairs (MCA) has notified IND AS 116 - Leases and certain amendment to existing IND AS. These arrendments shall be applicable to the Groun from 1st April, 2019.

$(a)$ Issue of IND AS 116 - Legge

Ind AS 115 will supersede the current standard on leases Le. IND AS 17- Leases. As per IND AS 116, the lessor will have to bring to books all the non-cancellable portion of leasing amangement.

Arshiya Limited Notes to the Consolidated financial statements for the year ended 31st March, 2019

(b) Amendment to existing standards The MCA has also carried out smentiments of the following accounting standards
(i) IND AS 101- First time adoption of Indian Accounting Standards
(i) IND AS 103 Business Combinations
(ii) IND AS 109 Financial Instruments (iv) IND AS 111 - Joint Arrangements
(v) IND AS 12 Income Taxes
(v) IND AS 19 Employee Benefits
(vii) IND AS 23 Borrowing Costs
(viii) Ind AS 28 Investment in Associates and Joint Ventures

Application of above standards are not expected to have any significant impact on the Consolidation financial statements.

$\frac{a}{\sqrt{2}}$ fam

Notes to the Consolidated financial statements for the year ended 31st March, 2019

7. Property, Plant and Equipment
Particulars	uehold Land £,	Buildings	Terminal Railway	Plant and	Furniture and	Vohicles	Equipments	Computers	Loasehold	(Rs. in Lakh) Total
Gross Carrying Value (at deemed cost)				Equipments	Fixtures				mprovements
As at 31st March, 2017	1,54,665.44	1,13,376.41	14,283.94	38,596,29	852.08	87,07	2,390.81	240.86	33.37	3,25,636,25
Additions	4,460.81		49.60	40.92	ļ	¥,	37.74	¥		4,589.07
Other Adjustments Disposals	9,337.96)	17,202.94		(1,588.05) (3.32)	(871.94)	8.32	(705.64)	(412)		29.715.70
As at 31st March, 2018	9.788.29	96,173.47	14,333,54	37,039.84	980.12	105.39	1,722.91	231.69	33.37	3,00,408.62
Additions	2,583.34	608.20	55.03	62.37	22.11	13.96	19.97	18.58	161.15	3,544.71
transfer to inventories Disposses	0.089.31			前三	(116, 13)	(23.61)	SE 159	(43.00)	(33.37)	19,089.31) (255.61)
As at 31st March, 2019	13, 282.32 ្ម	96,781.67	14,388.57	37,100.86	886.10	95.74	1,704.73	207.27	101.15	2,84,608,41
Accumulated Depreciation
As at 31st March, 2017		3,751.87	SS 951	8,808,6	304.48	25.54	838.75	86.66	18.23	10,085.99
Cepreciation for the year		3,696.23	197.25	3,791.05	276.55	20.84	432.25	70.80	4.90	281544.87
Disposals		(539.43)	í	[298.41]	(288.57)	j	SSN 727	15.30)		(1, 604, 43)
As at 31st March, 2018		6,908.67	2,311.75	7,301.73	314.44	48.38	974.28	151.05	23.13	18,031.43
Depreciation for the year		3,397.64	1,159.96	3,669.17	137.24	15.11	159.16	22.87	4.00	8,565,15
Districtants				(0.35)	(00.07)	(19.55)	(19.18)	(2193)	(23, 13)	(144, 17)
As at 31st March, 2019		10,306.31	3,471.71	10,970.89	391.61	41.94	1,114.25	151.99	4.00	26,452.41
Not Carrying value as at 31st March, 2019	13,282.32 ņ	86,475.36	10,916.86	26,130.27	494.49	53.80	690.47	55.28	167.15	2,58,156.00
Net Carrying value as at 31st March, 2018	19,788.29	89,254,80	12,021.79	29,738.11	665.63	59.01	748.53	BO₆₄	10.24	282377.19

Notes:

1) Frieshold Land includes Rs. 9,735.11 Lakh situated at Nagpur, which is under possession of a lender as part the Clode of Honitak High Court of Bomber deled 96-May, 2013.

2) Freehold Larot measuring 45.52 Acres amounting to Rs. 19.089.31 Lash are converted into investories

3) Gross carrying value includes cost of vehicles taken on finance lease Rs 13.96 Lath.

4) In scoolstraw with the lighong Standard (INO AS -36) on Timparment of Assets", the instragement outrig the vest carried out an exercise of identifying the assets that may have been
Incelled in accordance with the sask P

8. Intengible Assets
				IRs. in 1
Particulars	Trade Mark	Computer Software	Rail License Fees	Total
Gross Carrying Value (at deemed cost)
As at 31st March, 2017	0.49	030.94	3,208.33	4.2
Additions		2,239.00		2.2
Deductions.		(235.50)		垡
As at 31st March, 2018	0.40	3,040.44	3,208.33	6, 2
Additions
Deductions		(116.94)		41
As at 31st March, 2019	0.49	2,923.60	3,208.33	6.1
Accumulated Amortization

			(Rs. in Lakh)
Particulars		As at 31st March, 2019	As at 31st March, 2018
Non- Current Financial Assets
9. Other Financial Assets
Security deposits		1,790.02	1,732.58
	Total	1,790.02	1,732.58
Non-Current Assets
10. Other Non- Current Assets
Capital Advances
Considered good		1,964.05	965.29
Considered doubtful		1,395.00	1,395.00
Less: Provision for impairment		3,359.05 (1, 395.00)	2,360.29 (1, 395.00)
		1,964.05	965.29

Security deposits Prepaid expenses		59.39 1.054.33	60.89 1.190.39
TDS receivables/Taxes paid		3,129.68	2,601.82
Service tax paid under protest		5.14	3.87
	Total	6,212.59	4,822.26
Current Assets
11. Inventories
(Valued at lower of Cost and Net Realisable value)
Stores and spares			15.66
Land		16,505.97
	Total	16,505.97	15.66
Current Financial Assets

12. Trade Receivables Secured, Considered good		210.77	2.742.67
Unsecured, Considered good		4,055.40
Trade Receivables which have significant increase in credit risk		183.90	71.25
		4,450.07	2,813.92
Less: Provision for expected credit losses		(183.90)	(71.25)
	Total	4,266.17	2,742.67
13. Cash and Cash Equivalents

Balances with banks:
- in current accounts #		982.11	1,278.68
Cash on hand		8.45	7.16
	Total	990.56	1,285.84

Cash and cash equivalents as at 31st March, 2019 comprises of restricted bank balances held in escrow account with bank amounting to Rs. 803.81
Lakh (31st March, 2018 - Rs.744.85 Lakh). This account can only be operated

			(Rs. in Lakh)
Particulars		As at 31st March, 2019	As at 31st March, 2018
14. Other Bank Balances
Deposits with banks to the extent held as margin money		373.29	457.68
Interest accrued on fixed deposit Unpaid dividends		28.09	40.82 0.04
	Total	401.38	498.54
15. Loan
Unsecured, considered good unless otherwise stated Loan to other		325.12
	Total	325.12

Notes to the Consolidated financial statements for the year ended 31at March, 2019

Particulars.		As st 31at March, 2019	An at 31st March, 2018
19. Other Financial Assets
Security deposits Unfolled revenue Margin money with Lender". Intenest accrued on fixed deposits Other recoverables	County	3,251.26 2.808.27 170.00 5.45 2.541.00	まよ18.91 392.41 170.00 2.025.28
* To be adjusted at time of final settlement	Total	8,876.64	12,004.30
17. Other Guirent Assets
Advances to suppliers Advances to employees Other advances. Prepaid experises Disc cooking the decennial Balances with Statutory, Government authorities (Refer Note No. 52) Cash asteed by income Tax (Refer Note No 48)		84.85 2.87 146.04 350.00 10.67 3,355.67	290.22 16.58 50.05 315.10 0.537.72 100.00
	Total	3,960.30	4,289.67

			(Rs. in Lakh)
Particulars		As at 3 tet March, 2019.	As at 31st March, 2018
15. Share Capital
*MATIMERINA II* (0.24,75,00,000 (31st March, 2018 - 24,75,00,000) Equity Chares of Rs. 2 each (8) 1,10,00,000 (31st March, 2018 - 1,10.00.000 ) 0% Optomally Convertible Redeemable. Preference Shares (DCRPS) of Rs. 10 each		4,550.00 1,100.00	4 950 90 1,100.00
	Total	6,650.00	6.050.00
Routly Share Capital - lasged, subscribed and fully paid 24.36.14.292 (31st March, 2018 - 22.62.16.774) Equity shares of Rs. 2 each		4,872.28	4,864.34
	Total	4,872.29	4,564.34

(a) Terms and rights

Ill Terms and rights atlached to equity shares.
The Parent Company has one dass of equity share having a per value of Rs. 2 per share. Each holder of equity share is existed to one vote per share.
The shareholders who held the Shareholders at the ensuing Goneral Meeting.

In the weert of liquidation of the Parent Company, the holders of Equity Shares will be embled to receive remaining assets of the Parent Company, after database of all preferential amounts. The distribution will be in the proportion to the number of equity shares held by the shareholders.

dif Terms and rights attached to £%. Oxtionally, Convertible Rodesmable Proference Shares (OCRPS).
The Parent Company has 0% optionally convertible retiesmable preference shares having a par value of Rs. 10 per share. Each

(b) Reconciliation of equity shares and optionally convertible preference shares

(i) Reconciliation of equity shares outstanding as at the beginning and and of the year

		As at 3tat March, 2019		As at 31st March, 3518
Particulars	Number of Sharos	Ms. in Lakh	Nurnber of Shares	Rs. in Lakh
Balance as at the beginning of the year	22.02.15.776	4,588.34	15.51.79.472	3.123.59
Add: issued during the year.	1,53,97,516	207.95	7, 20, 37, 304	1,440.78
Balance as at the end of the year	26.35.14.202	4,872.28	32.32.16.770	4,554.34

(ii) Reconciliation of collenally convertible redeemable preference shares cutatenting as at the beginning and end of the year

	As at 31st March, 2013		As at 3 fat March, 2019
Persoulars	Number of Shares	Ra. in Lash	Number of Shares	Ra. in Lakh
Balance as all the beginning of the year	57.84.819	576.48
Add: issued during the year.			1,19,13,329	191.31
Leas: Converted into equity shares during the year.	57.64.6191	(576.48)	(61.48.710)	(614.87)
Balance as at the end of the year			57,64,619	STG.48

STATISTICS

Notes to the Consolidated financial statements for the year ended 31st March, 2019

(c) Details of equity shares held by the stureholders holding more than \$% of the aggregate shares in the Parent Company.

	As at 31st March, 2019		As at 31st March, 2018.
Name of the sturpholder	Number of equity MILEONS	Percentage (%) shareholding	Percentage (%) a hareholding	Percentar: e (%) sharoholday
Archeria A Milhal (Aley 5 Mittel) Edely size Asset Reconstruction Company Linuisd (Chroaigh various trusts)	8.85.59.788 3,85,61,437 5.95.59.820	38,35% 15,83% 24.49%	5,85,59,256 3.70.60.937 4:56.62.304	38.87% 16.24% 20.01%

(d) In Previous year ended 31st March, 2016 the Parent Company had allotted to the Promoter Directors 1,60,00,000 equity shares and 1,00,000 sharewerserts of Rs. 2 mech at a premium of Rs.55.35 per share on preferential basis pursuant to the Restructuring Agenerant dated 31st March, 2017 and in
Refris of special resolution passed on 29th April, 2017 as per applicabl

During this year, the Panent Company has alloted 15,00,000 Dgully Sharos of face value of Rs 2 each to the Promoter upon conversion of equal number of warrants.

	As at	(Ra. in Lakh) As at
Particulars.	31st March, 2019	31et March, 2018
19. Other Equity
(i) Share Application money pending allotment
Balances as at the beginning of the year.		18.765.71
Less: On issue of Equity Shares		(16.766.75)
Balances as at the end of the year	۰
(ii) Money Received against share warrants.
Salances as at the beginning of the year	880.25
Add: received during the year.	15.00	860.25
Less: On issue of Equity Shares Balances as at the and of the year	875.251	860.25

(iii) Equity Component of 8% Optionally Convertible Redoemable Preference shares (OCRPS)
Balances as at the beginning of the year.	47,661.87	88:620.04
Less: On issue of Equity Shares	(47,561,97)	(41,068.97)
Balances as at the end of the year		47,551.07
(iv) Capital Reserve
Balances as at the beginning and end of the year.	1.58	1.58
(v) Amalgamation Reserve-
Balances as at the beginning and end of the yuvri-	124.80	124.80
Reserve and Surplus
(v) Securities Premium Account
Balances as at the beginning of the year Add: On issue of Equity Shares	1,24,858.67	79.617.43
Less: Share issue expenses/ Transaction cost	58,213.49	95,278.86 (37.52)
Balances as at the end of the year	2.33.072.16	1.74.858.87
(vi) General Reserve
Balances as at the beginning and end of the year.	940.18	940.18
(vil) Deficit in the Statement of Profit and Loan
Balances as at the beginning of the year.	(1.57.399.77)	(1.59.750.24)
AdolLess: Profit/Lossi for the year	(26.757.85)	3.104.11
Leas: Other comprehemsive loss	(28.57)	19,67%
Less: Others (hot)	(1.356.07)	(1.134.38)
Add: Conditional Lease rent.		390.41
Balances as at the end of the year	(1.84.645.26)	(1,87,399,77)
Total (i to vill)	48.533.46	66,537.58

Nature and purpose of Resorve and Surplus:

ia) Securities Promium Appounts.

Securities premium account is created to record premium received on issue of equity shares. The new rue is at thest in accordance with the provision of the Companies Act. 2013.

(b) General Reserver

Deneral Reserve is used for time to time to transfer of profits from Retained Earnings for appropriation purposes. As the general reserve is created by a transfer from one component of aculty to enother and is not an item of other comprehensive income, dema included in the General Reserve will not be
requisited subsequenty to statement of profit and loss.

Aan B

Notes to the Consolidated financial statements for the year ended 31st March, 2019

(c) Amalgamation Reserve:

Analgenation meetve is premed on account of scheme of analgemetion of erstwhile SDP (India) Private Limited with the Parent Company approved by
the Hontole High Council Judicature at Bombay in earlier years.

(d) Retained Earning:

Retained Earnings are the profit/loss) of the Group served 18 date net of appropriations.

			(Rs. In Lakh)
Particulars		As at 31st March, 2019	As at Stat March, 2017
Mon-Corrent Listillies 20. Borrowings Secured (a) Turm Loans From Banks (Refer Note No. 20.1) From Other Parties (Refer Note No. 20.2) (b) Vehicles Loan from bank Liability Component of Compound Financial Instruments (DCRPS)		3,671.43 1,21,809.11 0.52 782.62	129,035.41 11.023.52
	Total	1,26,152.68	1,40,059.93

The datals of security, terms of repayment and interest on con-current borrowings (which includes current maturities) obtained by the Group are given befow:

(20.1) Russe Term loan from Banks:

20.1.1 Parent Company

(a) Details of security

(1) Rusee term joan of Rs. 3,193.29 Lakh (21st March, 2018 - Rs. 3,189.79 Lakh);

(i) Second charge on movable and immovable Parivel assets of the Parent Company except for the excluded properties under Lease Agreement dated 3rd February, 2018

(i) Second charge on present and future receivables including the amount deposited to the CARC TRA account of the Parent Company (iii) The above loans are secured by personal guarantees of two Promoter Directors of the Parent Company.

(b) Terms of Interest rate

(i) ftate of interest is @ 14.50% p.s.

(c) Tarms of Repayment:-

Rusee termitian is repayable in Bullet payment at the end of the tencio of loan i.e. 36 months.

(d) The amortsed cost declosed above is net off incidental cost of borrowings aggregating of Rs. 8.71 Lakh (31st March, 2018 - Rs 10.21 Lakh)

(2) Ruges term loan of Rs. 474.30 Lakh;

(a) Details of security

(i) Second charge on movable and immovable Panyel assets of the Panet Company assept for the worlded properties under Leose Agreement dated 3rd February, 2018

(i) Second charge on present and Marre receivables including the ampunt doposited to the SARC TRA secount of the Parent Corrosmy.

08) The above loans are secured by personal guarantees of two Promoter Directors of the Parent Company.

(b) Terms of interest rate

Rate of interest is @ 14.50% p.m.

(c) Terms of Reparments-

Ruppe term loan is repayable in 78 equal monthly installment commencing from the date of that debursement i.e. 31st August, 2018.

(d) The Parent Company has been in default for the repayment of principal amount of Rs. 19.17 Lath.

(23.2) Rupes Term loans from Other Parties

23.2.1 Parent Germany

(1) Rupes term lean of Rs. 59,613,25 Lakh (31st Narch, 2018 - Rs. 69,359.23 Lakh);

(a) Security provided:

() First charge in all the present and future movable and immovable property, plack and equipment including integration assignment of rights and
Senatis of the Rannit Company but excluding project assets for Khurja FTWZ pr passu basis.

(i) Second charge on current assets of the Parent Company but oxcluding current assets for kharje FTVIZ project. Rharje Distripent, Project, Kinggor project and Rail project on part passu basis.

Arshiya Limited Notes to the Consolidated financial statements for the year ended 31st March, 2019

(iii) first pari passu charge by way of hypothecation on the Pankel Receivables beth sisteng and future of whatsoever nature.

(iv) The above loarn are secured by personal guarantees of two Promoter Directors of the Parent Company.

(v) The loans are secured by paidged of abanes held by the two Promoter Directors of the Parent Company.

(b) Terrow of Interest rate

Rate of interest is @ 10% p.s. compounded cuarterly.

(c) Terms of Repayments-

	Loan from Others
FY 2017-16	5,671.09
PY 2021-22	14.001.48
FY 2022-23	AG 404 50
	BO.DT7.D5

(d) The Parent Company has been in default for the repayment of piccipal amount of Rs. 6,671.03 Laid: (31st March, 2018 - Rs. 6,671.09 Laid).

$-22.5$

(e) The amotteed cost disclosed above is net off incidental cost of borowings aggregating of Rs. 563.60 Latin (31st March, 2017 - Rs. 717.82 Latin)

(2) Rugge term losn of Rs. 2.495.44 Lake (21st March, 2018 - Rs. 2.572.34 Lakh)

(a) Securities provided

(i) Second charge by way of equitable mortgage/hypothecation on the entire immovable and movable property, plant and equipment of the Parmit Company on part-passu basis

(ii) The above loans are secured by personal guarantees of two Promoter Directors of the Parent Company.

(b) Terms of Repayments.

Rupse lem toan is repsystie in 13 structured quarterly instillments continenting tren 51st January, 2018.

(c) The Porent Company has been in detault for the repayment of principal amount of Rs. 676 Lakh. (31st March, 2018 - Rs 428 Lath)

(d) The amortised cost disclosed above is net off incidental cost of borrowings aggregating of Rs. 186.56 Lakh (31st March, 2018 - Rs. 403.06 Lakh).

13) Ruges terminan of Rs. 2.918.66 Lakh:

(a) Securities provided

(i) The above toon are secured by charge on residual cashflow of the Parent Company.

(ii) The above loans are socured by the immovable property hald by one Promoter Director of the Parent Company on par passu back.
(ii) The above loans are secured by personal guarantees of two Promoter Directors of the Pwrent Company.
(iv) The above loans are secured by pledged of shares held by the one Promoter Cloecky of the Parent Company.

(b) Tonnis of Interest rate

Rate of interest is @ 16% p.a.compounded half yearly.

(c) Terms of Repayment:-

Rupes term loan is repeyable in bullet payment at the and of the tenure of loan i.e. 16 months.

(d) The amortised cost declosed apove is net off incidental cost of borrowings aggregateg of Rs. 81.35 Lakh.

20.2.2 ARL

(1) Ruceo term loan of Rs. 33.647.31 Lake (31st March, 2018 - Rs. 33.502.39 Lakh);

(a) Securities provided

(i) First charge an all movable assets (inducing rakes, containers, equipmentiti) and immovable properties of ARL both present and future on part person.

(ii) Second charge by way of hypothecation of the entire current assets of ARL, on part passic basis-

(ii) Pledge of 100% equity shares of ARL held by the Parent Company.
(iv) The above loans are secured by personal guarantees of two Promotor Directors of the Parent Company.

(v) The above loans are secured by corporate guarantees of the Penerit Company.

(b) Terms of Interest rate:

Arshiya Limited Notes to the Consolidated financial statements for the year ended 31st March, 2019

(c) Terms of Repayment:-
Year	Loan from Banks
FY 2019-2020
FY 2020-2021	0.130.19
FY 2021-2022	2,276.51

(d) The amortived cost disclosed above is net off incidental cost of boreowings aggregating of Rs. 457.18 Later (3/st March, 2018 - Rs. 012.14 Later).

20.2.3 ANFL

(1) Rugae term loan from Other Parties of Rs. 10.627.10 Lakh (31st March, 2017 - Rs. 10.447.22 Lakh); (a) Societty provided:

(i) First charge on fixed assets of ANFL both present and future on part passu basis.

(0 First Part Passu charge/assignmentsecurity interest on the ANFL's rights under the project documents, contracts (including guarantees) and all ficenses, permits, approvals, consents and insurance policies.

(ii) Assignment of contractor guarantees, liquidated damages, letter of credit, guarantee or performance under any project agreement or contract in favour of ANPL. (iv) Second charge on current assets of ANFL.

(v) Pledge of 40.52,778 equity shares of ANFL held by the Panent Company. (v) The atove loans are secured by personal guerantees of two Promoter Directors of the Parent Company.

(xii) The above loans are secured by corporate guarantees of the Parent Company.

(b) Torms of Interest rate:

Rate of Interest is @ 10% p.a. compounded quarterly.

(c) Terms of Repayment -	(Re. in Lakt
	Loan from Barots
FY 2019-2020	2.113.9
FY 2020-2021	323.92
FY 2021-2022
FY 2022-2021	15
Testal

(d) The amortized cost disclosed above is net off incidental cost of borrowings appregating of Rs. 513.15 Lakh (31st March, 2018 - Rs. 699.03 Lakh).

20.2.4 AIDHL

(1) Rugge tarm loan from Other Parties of Rs. 26.691.94 Lakh (31st March, 2018 - Rs. 26.689.66 Lakh). (a) Security provided:

(i) First charge on all movable and immovable properties of AIDHL both present and future on partipassu basis

(ii) First charge by way of hypothecation of the entire current assets of AIOHL on pari passu basis.

(ii) Redge of 100% aguly shares of AIDHL teld by the Parent Company.

(iv) The above loans are secured by parsonal guarantees of two Promoter Directors of the Parent Company.

(v) The above losns are secured by corporate guarantees of the Porent Company.

(b) Torms of Interest rote:

Rate of Interest is @ 10% p.a. compounded quarterly.

(c) Terms of Repayment -	As. In Lukha
Year	Loan from Banks
FY 2018-2020	885.07
FY 2020-2021	4.034.74
FY 2021-2022	2.209.30
FY 2022-2023	18,470.27
Total

(d) The amortised cost disclosed above is not off incidental cost of borrowings aggregating of Rx. 8.06 Lakh (31st March, 2018 - Rs. 10.44 Lakh).

20.2 Vehicle loans from Bank

Vaticia loans are secured by way of hypothecation of vaticies. Rate of interest is @ 8.55% p.s. and repayment tenure in monthly instalment up to
October 2023 and January 2024 respectively.

$\not\ll \text{for}$

Notes to the Consolidated financial statements for the year ended 31st March, 2019

		(Ra. In Lakh)
Particulars	As at 31st March, 2010	An et 31st March, 3016
21. Other Financial Lisbilities
Financial Llabilities at amortized coat Security deposit from unit holders Other financial liabilities: Financial guarantees obligations interest accrued but not due on borrowings Adverse warehouse rant	377.71 221.06 12.66	058.37 1,718.36 224.03
Total	412.11	2,390.76
22. Provisions
Provision for employee benefits (Refer Nois No.40). Crotuity: Leave engagement	171.95 101.78	123,76 \$2.06
Total	273.73	203.83
33. Other Non-Current Liabilities
Lease equalisation reserve Government grams	703.56 1,632.32	129.20 1,723.68
Total	2,335.87	1,882.89

			(Ra. in Lakh)
Particulars		Ave at 31st March, 2019	As at 31st March, 2018
Current Financial Liabilities
24. Borrowings
Sequred (a) Working Capital facility (Cash Credit from Lonks) (Refer Note No. 24.1) Ib) Loan from Other Parties (Refer Note No. 24.5)		283.30 12.024.06	263.34 11:474.05
Unsecured (a) Loans from Promoter Directors (Refer Note No. 24.3). (b) Inter Corporate Deposits (Refer Note No. 24.6)		160.11 77.00	1.937.76 78.00
	Total	12,524.46	13,753.15

24.1 Working capital facility (Cash Credit) from banks;

24.1.1 ANFL

[1] Re. 285.30 Loth (21st March, 2018 - Re. 265.34 Lath);

(a) Securities provided :
|} Find charge on entire current assets of ANFL both present and future on pari piessu besis.

(ii) Second part peasu chargo on the assets charged for term loan of ASFL on first part passu charge to lenders.

(a) Pladge of 40,52,778 equity shares of ANFL, held by the Parent Company.
(k) The above toans are secured by personal guarantees of two Promoter Directors of the Parent Company.

(v) The above loans are secured by corporate guarantees of the Parent Company.

(b) Terms of morrest:

Hate of interest on working capital to @ 14% p.u.

(24.2) Loan from Other Parties:

24.2.1 Parent Company

(1) Loan of Rs. EAT& S4 Leah (21st Merch, 2018 - Rs. EAT&54 Loan)

Tab Sequrities provided

First Renking charges on all present and future cash flows, all sosets and movable collateral available to the existing tendens of the Parent Company as per the Deed of Hypothecation.
The above loans are secured by personal guarantees of two Promoter Directors of the Parent Company.

(b) Terms of interest: @ 18% p.a.

(c) The Parent Company has been ix default for the repayment of principal amount of Rs. 8.474.04 Lakh (31st March, 2018 - Rs. Nit)

Notes to the Consolidated financial statements for the year ended 31st March, 2019

(2) Loan of Rs. 550.00 Lakh

(a) Securities provided - Exclusive charges on cash flows of Domestic warehousing building.

The above loans are secured by mortgage over lands admossuring 7,130 Sq. nrt. of the Company and wholly owned subsidiaries company.
The above loans are secured by personal guarantees of one Promiser Director of the Parnet Company.
The above loans are secured by corporate guarantees of the two subsidiary Companies La. Arshiva Rail Infrastructure Limited and Arshiva Northern FTWZ Limited

(b) Terms of interest @ 11% p.a.

24.2.2 AIDHL

(1) Loan of Rs. 3,000.05 Lakh (21st March, 2018 - Rs. 3,000.00 Lakh);

(a) Securities provided

(i) First Renking charges on all present and future cash flows, all assets and movable collateral available to the existing lenders of AIDHL as per the Deed of Hypothecation.
(ii) The above bans are secured by personal guarantees of two Promotor Directors of the Parent Company.
(iii) The above loans are secured by corporate guarantees of the Parent Company.

(b) Terms of interest:

Rato of interest on said loan is @ 13% p.m.

(c) Terms of Repayment & Default:

Definiti in repayment of principal of Rupees 3,000.08 Lakh as at 31st March, 2019. The same has been recalled by the lender.

(24.2) Unescured Loan from Promoter Directory;

(24.3.1) Parent Company

Loans from promoter directors of the Parent Company are interest free and repayable on demand.

(24.4) Unsecured Loan from Inter Corporate Deposite:

24.4.1 Parent Company
Intercorporate Deposit of Rs. 77 Lakh (Stat March, 2016 - Rs. 77 Lakh) is interest free and repayable on demand

24.4.2 ALL

Intercorporate Deposit of Rs. Nii (31st March, 2018 - Rs. 1 Lakfo is interest free and repayable on demand.

			(Rx. in Lakh)
Particulars		As at 31st March, 2019	As at 31et March, 2018
25. Trade Payables Micro and small enterprises (Refer Note No.395 Ottent.		84.90 2.494.36	18.31 1,779.68
	Total	2,679.26	1,797.79

			DOP IN FRIDAY
Particulars		As at 31st March, 2019	As at 31st March, 2018
26. Other Financial Liabilities Financial Liabilities at amortised cost. Current markings of long term debts from banks Current maturities of long term debts from other parties. Current maturities of vehicle loan. Interest scored and due on borrowings interest accrued but not due on bonowings. interest payable on delayed payments to MSMED creditors (Refer Note No.35) Linchi med dividends Deposit from Unitrolders Financial guarantees desgations Pasable for capital poods. Dues to engloyees (including full and final settlement) Pasable for expenses. Other Pasables		20,583.76 23.044.87 9.80 16,978.24 10.411.34 2.50 910.82 10.55 7.228.05 750.31 978.38	22,527.15 13,675.60 27 947 92 4,669.33 0.22 0.04 938.16 5.422.54 474.12 1.145.00 30.78
	Total	\$5,788,531	79,930.84

Notes to the Consolidated financial statements for the year ended 31st March, 2019.

26.1 Rugee Term Loan from Banka;

26.1.1 Parant Gormany

15) Rugge Term loan - Ro. 1,472.84 Lakh (21st March, 2018 - Ro. 1,491.67 Lakh) (a) Securities provided

Second charge on movable and immovable property, start and equipments of the Pleant Company, present and future on part-passu.

(b) The othere loan is secured by personal guarantees of two Promoter Directors of the Panent Company.

(d) Terms of Repayment & Default:

The bank has been recalled loan of Rs. 1.472.54 Labh (31st March, 2018 - Rs.1,491.67 Lakh) and immest (including genal interest) of Rs. 178.66 Lash

26.1.2 ARL

[5] Russie Term loan from Barris of Rs. 6.810.80 Lakh (31st March, 2015 - Rs. 8.921.30 Lakht;

(a) Securities provided
(1) Fast starps on all moveble assets (including nakes, containers, contamental and immovelie properties of ARL both present and future on parl possubass.

(ii) Second charge by way of hypothecation of the entire current assets of ARIL on part passuitasis.

(iii) Pledge of 100% equity shares of the ARL hold by the Parent Company.
(iv) The above loans are secured by personal guarantees of two Promoter Directors of the Parent Company.

(v) The above loans are secured by corporate guarantees of the Parent Company.

(b) Terms of Interest rate:

(i) flate of interest is @ 10.45% p.a. - 16.25% p.a.

(c) Terms of Repayment:
	Loan from Banks
PY 2012-2013
FY 3013-2014	ïю
FY1014-2015	277.50
FY 2515-2018	3,695.60
FY 2016-2010*
SHAW

(4) Details of default in repayment of principal on secured loans as on 31st March, 2019 are as follows:

Year	aan from Banks
FY 2012-2013
FT 2013-2014	75.00
FY2014-2013	277.50
FY2015-2016	3,095.60
FY 3015-2019	2,841.00
COSM

The above loan has been recolled by Baries.

25.1.3 ANFL

(f) Rupee Term loans - Rs. 12.104.18 Lakh (31st March, 2018 - Rs. 12.104.18 Lakh); (a) Securities provided:

61 First charge on fixed assets of ANFL both present and future on partipessu basis.

(ii) First Park Pleasu charge/seegy/were/issourity interest on the JAFL's rights under the project documents, contracts (including guarantees) and all licensis, permis, approvals, consents and insurance policies.

(ii) Assignment of contractor puorantees, liquidated damages, letter of credit, guarantee or performance under any project agrossment or contract in favour of ANFL.

(k) Second charge on current assets of ANFL.

(v) Riedge of 40.52.778 equity shares of AMFL held by the Parent Company.

(v) The above loans are secured by personal guarantees of two Promoter Directors of the Parent Company.

(xi) The above loans are secured by corporate guarantees of the Paneti Company.

(b) Terms of Interest rate:

Rate of interest is @ 13% p.a.

[c] Terms of Repayment -
Your	Loan from Banks
FY 2012-2013
FY 2013-2014	1,410.23
PY 2014-2015	1,550.76
FY 2015-2018
Trotal	12, 104, 195

Arshiva Limited Notes to the Consolidated financial statements for the year ended 31st March, 2019

(4) The Banks has been recaded kien of Rs. 12.104.18 Lakh (31st March, 2016 - Rs. 12.104.18 Lakh) and Interest of Rs. 14.947.59 Lakh (31st March, 2019 - Rs. 11,638 50 Laws.

Detaile of default in repayment of principal on socured loans as on 31st March, 2015 are as follows:

(Re. In Lake
	Loan from Banks
FY 2012-2013	004 22
FY 2013-2014	1.410.23
FY 2014-2015	1,680.76
FY 2015-2016	R. 400 RT
Total

(26.2) Term loans from Other Parties

26.2.1 Parent Company

(1) Loan of Rs. 5,000.00 Lakh (31st March, 2018 - Rs. 6,000.00 Lakh) (Refer Note No. 46) Secured by first and exclusive charge on land situated at Village Butition at Nagour, Maharashire. The said loan carries interest (\$ 20% p.a.

(2) Loan of Rs. 2,560.00 Lakh (31st March, 2018 - Rs. 1,951.52 Lakh) (Refor Note No. 45)

(i) 'Secured by first and sociasive charge on land stuated at Khurja, Bulandshahr, Uttar Predesh

(i) The Parent Company has been in default for the rapayment of principal account of Rx 2,000 Lakh, (31st March, 2017 - Rx, 975 Lakh). (iii) The amorteed cost disclosed above is net off incidental cost of borrowings aggregating of Rs. Nil (31st March, 2018 - Rs. 23.48 Lakis).

26.2.2 ARIL

(1) Rugeo Term loans - Re. 2.968.00 Lakh

(a) Securities provident

(i) First pair passu charge on all present and futuro cash flows of ARL.

(ii) First part passu charge on all movable and immovable assets of ARL.

(ii) Charge on seah flows and moustle assets by deed of hypothecation.

(iv) The above loans are sequest by personal guarantees of two Proceder Directors of the Parent Company.

(v) The storye iberts are secured by corporate guarantees of the Parent Company.

(b) Terms of Interest rate:

Rate of interest is @ 20% p.a.

(c) Terms of Repayment -	(Rs. In Lakh)
Vaar	Loan from Others
FY 2022-2023	2,860.00

(d) The above losn has been recalled during the year.

26.2.2 AMPL

(1) Loan of Rupace Nil (31st March, 2018 - Rs. 200.00 Lakh):

(a) Securities provided:

(i) The above loan is secured by personal guarantees of two Promoter Directors of the Parent Company.

(ii) Charge on movable property has been registered and on immovable property i.e. land admeasuring 1.88 acres is to be registered.

(b) Terms of Interest rate:

Richard Internet in 28, 11% p.p.

(36.3) Details of default in payment of interest on secured loans as on 31st March, 2019 are as follows:

(Re. In Lakh).
Total	Dinara	Banks	Year
3.038.40		3.008.40	FY 2013-2014
2,706.46		2,706.46	FY 2014-2015
3,123.67		3,123,67	FY-2015-2016
3,628.35		3,628,35.	FY 2016-2017
8.144.73	3,737.82	4 408 91	FY 2017-2018
18.336.63	11, 321, 621	7,015.01	FY 2019-2019
38,278.24	15,059.44	23,918.80	Total

Arshiya Limited
Notes to the Consolidated financial statements for the year ended 31st March, 2019

		(Rs. in Lakh)
Particulars:	As at 31st March, 2019	As at 31st March, 2018
27. Other Current Liabilities Advertos necesived from Customers. Government Grants Express advances received Direct Advances Steamrs dues (Refer note below) interest on delayed payment of statutory dues	333.50 365.49 1.89 2,120.97 1,508.15	639.61 282.59 1.74 1.397.22 1,300.05
APAP Total	4,430.03	3,842.01

Netes:
(1) Statzbry dues mituded Tax deducted at sources (TDS), Provident Pund (PP), Profession Tax (PT) and Employee State Insurance Corporation (ESIC)

(2) Based on recent Supreme court judgement on attualing of component for calculation of Provident Fund dated February 28, 2019 there are verious
Interpretive lesure including its applicability thus prospective provider w.

Government Grant		(Ra. In Lakh)
Particulars	As at 21st March, 2019	As at 31st March, 2018
Opening balance Income recognised during the year	2363.30 (365.49)	2,728.79 (365.49)
Closing balance	1,997.81	2,363.30
Non-quiners imbitious Current liabilities	1,632.32 365.49	1,723.99 639.91
		(Rs. in Lakh)
Particulars	As at 31st March, 2019	As at 31st March, 2018
18. Provision Provision for employee benefits (Refer Note No. 40) Gratuity Leave engaghment	3.77 22.08	8.12 15.31
Total	25.85	22.43

Year Ended Particulars 31st March, 2019 29. Revenue from Operations Salo of services Rail freight income 12.074.57 Storage income 8.623.97	Year Ended 31st March, 2018 12,374.23 8,422.98 1,905.23





Conditional Lease rent 2.500.00
Road freight income 2,508.21
Material handling and other services. 2,884.45	815.18
Torning income 233.83	175.40
Domestic warehousing income 121.00	20.00
Finance lease income 3.00
Other operating income 10.55	2,192.69
28.957.38 Total	25,905.69
30: Other income
Interest income on
Bank fixed deposits 39.72	54.23
25.07 Loans to others.	24.94
Others 8.54	61.13
pmooni beebiviD	0.60
Government grants 365.49	365.49
Financial guarantee income 227.88 Financial assets carried at amortized cost. 193.05	2.57
Foreign exchange difference (nel)	105.30
Provision for doubtful debts written back- $\sim$	109.61
Excess provision written back.	463.14
Sundry balance written back 931.35	452.89
Gain on derecognised of Liability Component 653.17
Gain on disposal of Property, plant and equipment 0.03
Miscalisnadus income 55.78	25.29
Total 2,469.09	1,065.19
31. Freight Expenses
9.449.69 Rail freight expenses	10,215,90
Road freight supenses: 1,504.01	1,452.61

Total 10,954.30	11,688.31
32. Employee Benefits Expense
Salarias, wages and bonus. 3,568.32	3,435.33
Contribution to provident and other funds 102.07	93.09
Staff we have expenses 136.46	106.12
3,806.86 Total	3,634.54

	dotes to the Consolidated financial statements for the year ended 31st March, 2019
--	------------------------------------------------------------------------------------	--

		(Rs. in Lakh)
Particulars	Year Ended 31st March, 2019	Year Ended 31st March, 2018
33. Finance Cost
Interest expense on borrowings.	25,951.79	30,547.03
interest expense on statutory dues	315.67	787.04
Unwinded intensat expense on ascurity deposits	7.83	155.48
Interest expense on others	914.37	3.52
Interest expense on MSMED vendors (Rafar Note No. 39)	4.01	0.26
Other borrowing costs	365.62	84.07
Total	27,569.39	31,598.39
34. Depreciation and Amortisation Expense
Depreciation on property, plant and equipment.	8,565.15	8,449.87
Amortisation on intengible sasetir.	854.41	721.89
Total	9.419.55	10,171.76
36. Other Expenses

Electricity charges	562.86	325.80
Rent	553.65	497.65
Repairs and maintenance: Building	100.77	03.600
Plant and Machinery.	74.75	84.53
Others	132.68	135.36
hosurance	55.73	60,60
Rates and taxes	69.52	34.98
Communication expenses	73.55	13.24
Traveling and conveyance expenses	438.30	447.72
Vehicle expenses Printing and stationery	94.58 49.64	102.69 44.20
aset lenoisestona bne legal	409.31	344.60
Security charges	415.37	392.09
Advertisement and Business Promotion expenses.	73.35	198.08
Auditor's remuneration:
Audi Feas	$-127.89$	104.79
- Limited Review Fees	15.00	18.25
- Certification fees.	31.95	175
Provision for doubtful debts.	112.85	57.09
Bad Debts Foreign exchange differences (nel)	45.91 43.21	101.54
Miscelláneous expenses	209.70	184.66
Director aiting fees	2.85
Discarding/written off of Property, plant and equipment and intangible assets	165.34	27.67
Total	3,929.29	4,047.50
36. Exceptional Iberna

Reconciliation of loan accounts (net)		(562.39)
Settlement of claims	(5, 187.04)	(19,478,47)
Loss on sale of subsidiary (Refer Note No. 57)		00:314.695
Gain on monetization of property, plant and equipment (Refer Note No. 59)		(15, 633, 29)
Loss on salakingard of Property, plant and equipment.		515.64
Total	(5, 167.04)	(39, 473, 20)

Notes to Consolidated financial statements for the year ended 31st March, 2019

37 Contingent Liabilities and Commitments

37.1 Contingent Liabilities (to the extent not provided for in respect of):

			(Rs. In Lokh)
5. No.	Particulars	An at 31st March, 2019	As of 31st March, 2018
m	Disputed Income Tax Demands	18.515.52	11,087.78
(b)	Disputed Sales Tax demands		20.51
(a)	Disputed Service Tax demand	114.23	51.55
dī	Disguted Local Body Tax demand	160.33	180.33
m	Claims against the group not acknowledged as debts	2.291.99	2,397.12
m	Bank Guarantees	116.25	182.00
igī	Latter of Credit ( Latter of Credit given in favour of Railways for availing e-freight) foothy for haulage payment).	100.00	100.00
m	Import Continuity / Transshipment Bond / Custodan cum Carrier Bond	43,901.21	31,910.21
m	Corporate Guarantees given	18,500.00

37.2 Capital commitments

Estimated amount of contracts remaining to be executed on capital and other accounts and not provided for (net of educators paid) are Rs. 6.345.90 Lakh (31st March, 2018 - Rs. 449.60 Lakh)

38 Operating lease commitments

The Anithya Lifestyle Limbed (wholy owned subsidiary) has entered into operating lease arrangements for certain warehouse facilities. (a) The lease is non-cancellable and is for a period of 5 years and may be renewed for a further period of 6 years based on mutual
agreement of the parties. The lease agreements provide for an increase in the lease payments by commencement date:

		(Rs. in Lakh)
Particulars	As at 31st March 2019	As at 31st March 2018
Future Non-Cancellable minimum lease commitments
Within one year.	4,916.73	6,642.37
Later than one year but not later than five years.	21,214.21	21,009.65
Later than five years.		4,590.67

$\langle 0 |$ The Group has taken office on lease under non-cancellable operating lease expliing at the end of 3 years. The leases have varying terms, escalation dauses and renewal rights. On renewal, the terms of the leases are renegotiated.

Particulars	As at 31st March, 2019	As at 31st March. 2018.
Future Non-Cancellable minimum loase commitments
Within one year	351.92	340.65
Later than one year but not later than five years.	699.19	1,061.11
Later than five years.

39 Details of dues to Micro, Small And Modium Enterprises as per MSMED Act, 2006

		(Ru. in Lakh)
Description	As at 31st March, 2019	As at 31st March, 2018
Principal amount due and remaining unpaid	84.98	18.11
Imarest due thereon nemaining urped	4.01	0.22
Interest paid by the Group in terms of Section 16 of the MSMED Act, 2016, along with the amount of the payment made to the suppliers beyond the appointed day during the year.
interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding that interest specified under the MSMED Act, 2008
Interest accrued and remaining unpaid	4.01	0.22
Interest remaining due and payable even in the succeeding years, until such date when the interest dues as above as actually paid to the mizzo and small enterprises.

Note: Dues to Micro, Small and Medium onterprises have been determined to the extent such parties have been identified on the basis of information collected by the Group and relied upon by the Auditors.

1919-00

Notes to Consolidated financial statements for the year ended 31st March, 2019

40 Employee Benefits

46.1 Disclosure pursuant to Indian Accounting Standard (IND AS) 19 - Employee Benefits

Defined Contribution Plan: (a)

Contribution to Defined Contribution Plan, recognised as expenses for the years are as under:

Particulars	Year ended 31st March, 2019	Year ended 31at March, 2018
Emgloyer's Contribution to Provident Fund	21.58	19.63
Eingloyer's Contribution to Pension Scheme	49.02	44.61
Employer's Contribution to ESIC	2.12	3.301

$\vert 0 \rangle$ Brief descriptions of the plans

$\overline{(\mathfrak{a})}$

The Group's defined contribution plans are Provident Fund and Employees State Imagnose where the Group has no further obligation
beyond making the contributions. The Group's defined benefit plans include gratury. The emplo encoshment as per the Group's policy.

Leave Encashment		(Rs. in Lakh)
Particulars.	An at S1st March, 2019	As at 31st March, 2018
Provision recognised in the Balance Sheet
Guttern Provision as at the end of the year	22.08	16:31
Non Current Provision as at the end of the year.	101.78	80.06
Provision recognised in the Balance Sheet	123.86	96.37

Defined benefit plan - Gratuity: (d)

The employee's Gratuly fund is managed by the Life Insurance Corporation of India. The present value of obligation is determined
based on actuatial valuation using the Projected Unit Gredit Method, which recognised each po

		(Rs. in Lakh)
Particulars	31st Murch, 2019	31st March, 2016
I. Actuarial assumptions.
Mortsity Table	Assured ind my	Ives Indan Assured Ivendo
	Mortality (2006-08) UII	Mortality (2006-08) UIL
Disposant cabs.	6.95%	7.40%
Expected return on plan assets	7.40%	6.17%
Salery Escalation Rate	9.00%	7.00%
Withdrawal Rate	17.00%	15.00%
Retirement Age	58 Years	58 Years
II. Change in Present value of defined benefit obligations
Provision as at the beginning of the year.	200.03	171.79
Tribereist ceart	14.87	11.03
Curried service cost	42.21	55.01
Service paid	(22.25)	52.45
Actuarial (gain)/loss on obligations	28.56	(10.62)
Provision as at the end of the year.	261.42	259.05
II. Change in Fair value of plan assets
Fair value of plan essets as at the beginning of the year	81.05	118.00
Expected return on plan assets.	6.04	15.67
Actual Enterprise's Contributions	(22.25)	(32.45)
Benefits paid	22.25	32.45
Unrecognised asset due to limit in Para 54(b)
Actuarial gain/(loss) on plan assets		14.591
Fair value of plan assets as at the end of the year.	87.70	129,76
W. Actual return on plan assets
Expected return on plan assets	6.04	15.67
Actuarial pain/lices) on plan assette		(4.59)
Actual return on plan asserts	8.04	11.08
V. Provision recognised in the Salance Sheet.
Provision as at the end of the year	263.42	259.66
Fair value of plan assets as at the end of the year	87.70	129.78
Provision recognised in the Balance Sheet	175.72	129.68

Arshiya Limited Notes to Consolidated financial statements for the year ended 31st March, 2019.

VI. Percentage of each category of plan assets to total fair value of plan assets Insurer managed funds	100%	100%
VII. Amount recognised in the Statement of Profit and Loss
Current service cost	42.21	55.01
Interest cost	11.04	11.03
Expected return on plan assets	(2.20)	(19.22)
Net actuariel (gein)/loss to be on obligation
Expense recognised in Statement of Profit and Loss	51.04	46.83
VIII. Amount recognized in the Other Comprehensive Income (OCI)
Due to Change in financial assumptions	32.31	(4.29)
Due to Change in demographic seaumstion	(4.19)	0.06
Due to Charge in experience assumption	0.45	B. 391
Expected return on plan assets Total remasurement recognised in OCI	28.57	(4.66)
		9.67)
IX. Balance Sheet reconciliation
Opening net provision	118.37	53.11
Expenses recognised in Profit & Loss.	51.04	57.91
Actual Employer Contribution	[22.25]	28.53
Net transfer by group companies.
Total Remeasurement racognised in CCI	28.56	9.673
Closing net provision	175.72	129.88

Salary escalator: assumption has been set in clacussions with the enterprise besed on their estimates of overall long-term salary $[0]$ growth rates after taking into consideration expected earnings infation as well as performance and seniority related increases.

Sensitivity analysis:		(Re. in Lakh
Particulars	Changes in assumptions	Effect on Gratuity obligation
For the year ended 31st March, 2018 Salary growth rate Discount rate	+0.50% $-0.50%$ $+0.50\%$ -0.50%	289.11 275.58 275.63 259.11
For the year ended 31st March, 2019 Salary growth rate. Discount nint	$+0.10%$ $-0.10%$ 10.10% $-0.10%$	273.60 253.86 253.79 273.82

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. In presenting the above sensitivity arranysis. The present
value of defined benefit obligation has been calculated using the projected unit credi

These plans typically expose the Group to actuarial risks such as: longevity risk and salary risk.

Interest risk A decrease in the discount rate will increase the plan provision. $4a3$
Longevity risk The present value of the defined banefit plan provision is calculated by reference to the bast estimate of the mortality of (b) plan participants both during and efter their employment. An increase in the life expectency of the plan participants. As such, an increase the plan's provision.
Salary risk The present value of the defined plan provision is calculated by reference to the future salaries of plan participents. As such. $(45)$ as increase in the salary of the plan participants will increase the plan's provision.
The weighted average duration of the defined benefit obligation at the end of the reporting period is 5 years (31st March, 2018 6 40.3 years).
Aa

136

Notes to Consolidated financial statements for the year ended 31st March, 2019

41 Preparation of financial statements on " Going Concern" basis

One of the subsidiary Company viz Arshiya Rail Infrastructure Limited has accumulated losses and negative net worth. Some of its fall lenders have recalled their loans and the subsidiary company is in the process of regotiating the revised payment terms. The subsidiary Company is EBIDTA positive and with the commencement of the two dedicated freight constors, the east subsidiary company will benefit immeritely. Moreover a unique contract entered into with one of the largest global shipping tines has already started to improve the profitablity. Also, the proposed merger of another subsidiary company with this subsidiary company, would make their operatoris nut only complementary, but enhance their profitability.

In view of the focussed emphasis of the Government on logistics inhastruours sedor, the proposed restructuring and considering the fact that the facilities are yet to achieve full operational potential besides the strategic locations of the facilities, the management's future outlook of its businesses is very promising. Accordingly, the financials have been prepared on going concern basis including based on financial support from the Parent Company.

Diversified focus from only Steel Industry to Cement, Agro and Tiles also so as to have a bolance of product mix. $\overline{a}$
Stabilizing of PFT business with Long term contracts and constructing the second line. 181
Standardization of Containers to be able to be far utilize the essate. $105$
Covernment focus on Multi-modal logistic and transport services to increase the throughput of the infrastructure streety created by the Evi company.
$(\forall)$ Government focus on the revamping of the Railway Boards and increasing clarity on regulatory aspects to support resolution of the regulatory issues.
Two Dedicated Freight Contigor(s) (DFC) along the Western and Eastern part of India to support increase in the business volume, W
$[56]$ Geremment announcement of Jewer Arport and Merut Highway connecting Jewer via Khurja and thereby connecting to Yernuna Expressway( i.e. Delhi to Agra).
(b) Certain craditors have initiated legal proceedings against the Group and its Directors and the Group has defaulted in payment of instalments of consent terms for which the Group is in process of negotiating and finalising the revised consent terms. Majority of the creditors have been settled over the past faw years and some of the creditors have also shown interest and faith not only in the logistics. infrestructure sector but also in Archiva Group and are boing allotted equity shares of the Parent Company.
The Parent Company, ATHL, ANFL and AIDHL has accumulated losses and certain creditors have initiated legal proceeding against this $\left( e\right)$ companies and their Directors for recovery of the amounts due. However in certain cases has executed consunt terms or is in the process of finalizing consent terms with the creditors.

The Parent Company has given its werehouses on long term lease and received upfront lease payments. The management has slab initiated various other state such as construction and future development within the FTWZ, restructuring the Parent Company and Xs. subsidiaries business operations. The Parent Company, has given a support letter to extend, for the foreseeable future, any financial support which may be required by those subsidiaries. Considering the strength of locational advantages, future outlook us assessed by the management and business plan, those subsidiaries' management is confident to contrue as a going concern. The long term prospects, however, are dependent on various factors and consolidated financial statements of those entities hove accordingly been continued to be prepared on going concern bests.

The management is in the process of restructuring its business operations and steps are as under:

Compative advantage of the FTWZ with easily scoassible to two most important retail market in NCR- Gurgaon and Delhi to increase 页 utilization.
Algring warehouse and distribution center logistics to support companies in alignment with business strategy and provide a compatitive $-10$ edge in Muti-model Logistics
ICD operational facility has now entered into long term contract with global shipping majors. $000$
The planned long term contract for itemportation of Realer cargo to increase revenue. tiv)
Increasing throughput through collaborative 'Pooling of assets' with other ICD and Private Container Train Operators (PCTO). 树
increasing interest from various Global customers for intograted solutions including rail transport and FTWZ. $00$
Loans from various lenders have been assigned by banks to Edelweiss Assets Reconstruction Company Limited (EARC). EARC had $42$ lestructured the loan and executed the Restructuring Agreement (RA) dated 31st March, 2017. In accordance with RA, EARC has converted part debt into restructured dobt, balance assigned loan is to be converted into 3,21,62,304 equity shares and 64,23,329 zara percent optionally convertible redeemable preference shares (OCRPS - Series 6 of face value of Rs 10 each at a price of Rs 1,000 each (including premium of Rs 950) of the Company, as per extant SEBI rules and regulations. The EARC has availed the right of conversion of OCRPS into aquity.

During the year ended 31st March. 2019.

In aggregate 1,38,97,516 equity shares of 2 each on conversion of OCRPS Saries I have been alloted to EARC. 和
Pursuant to RA, the Company has allotted 15.00,000 Equity Shares of face value of Rs.2 each to the Promoter upon conversion of 410 oqual number of warrants.

Notes to Consolidated financial statements for the year ended 31st March, 2019

The Parent Company is engaged in the business of development, operations and maintenance of Free Trade and Warehousing Zono (FTWZ) and Domestic Warehousing Zone. During the year ended 31st March, 2019, persain portion of Land which was classified under Property, Plant and Equipment (PPC) is now transferred to invertistion at their carrying amounts for future developments.

Dut of the stove lond perceis, during the year ended 31st March, 2019 the Pieerit Company has entered into 2 lease agreements. aggregating to 5.50 Acres of land with a wholly owned subsidiary company for development of warehouses at FTW2. Parcel.

The Parent Company and its subsidiaries have defaulted in agreed repayment schedule of Restructuring Agreement (RA). As per debt coverant, the Parent Company and its subsidiaries are required to adhere to repayment schedule and any short payment gives Edelweids Asset Reconstruction Company (EARC) the right to convert whole of the outstanding amount of restructured rupee loan analor part of the detault amount into fully paid up equity shares of the Panint Company. No such notice of conversion in writing has been given by EARC and the Parent Company and its subsidiaries continues to declose the amount as non-current and current
betrowings as per repayment schedule, in the Salance Sheet.

During the year ended 31st March, 2018, the Paneri Company has detacted in payment as per coment terms signed with one of the
Non-Banking Pinencial Company (NBPC), Subsequent to the year and, the said NBPC has assigned its an. alongwith interest at contractual rates and other charges. The Parent Company doesn't expect any additional labilities / charges and labilities accounted in the books of account are adequate.
A Public Financial Institution (PPI) agreed to settle their culturisting loan constituting principle and interest of Rs. 16,700 Lake.
Settlement terms and conditions involves payment of Rs. 5,000 Lakh which is secured by l shares at the option of the PFI. Considering the same, recessary effect has been given in the books of accounts during the previous year. As per shareholder approval in the EOGM dated 2Rh January 2016, the Parent Company has approved allohnent of 11,70,000 OCRPS - V and the same was converted into 16,60,000 Equity shares on 22nd Fabruary, 2016 as per settlement terms agreed. Subsequently in the Honorable High Court of Bombay, the Parent Company has made the representation that post allotment of the
squity shares as sventised by the PPL the total outstanding debt remains at Rs. 5.000 Laich.

During the year ended 31st March, 2019, the PFI has essigned its debt to the Edelweiss Asset Reconstruction Company (EARC). The Company has provided interest in line with major terms negotiated with EARC. \$1 the finalisation of the restructuring agreement.

$-47.$ A subsidiary Company Le. Arshiya Rail Inflastructure Limited had entered into one-lime settlement (OTS) with a Bank during the year ended 31st March, 2019 and the effect was taken as an exceptional item during the year ended 31st March, 2019. However, the subsidiary Company has defaulted in payment as per the terms of the OTS. As a result, the subsidiary Company needs to reverse the cocaptional gain recorded during the year anded 31st Morch, 2019 and needs to recognise Interest on the entire lability as per the original terms. The subsidiary Company is in discussion with the lander for additional time to repay.

The subsidiary Company has not reversed the gain, nor provided for additional interest. Had the Subsidiary Company reversed the gain and provided for additional interest, exceptional ham would have been lower by Rs. 6.604.55 Lakh and finance cost would have been higher by Rs. 3,500.76 Lakh having consequenter impact on total comprehensive income for the year ended 31st March. 2019.

Cash Seized by Income Tax 48

The amount of Rs. 100 Lash cash saleed by the Income Tax department at the time of search on 13th June, 2014 has adjusted the said cash seized against demand of the Parent Company and to be specific against Assessment Year 2014-2015. While there is a demand in Assessment Year 2014-2015, the same is contested and the said demand is reflected in Contingent Liability (Refer note no. 37).

Scheme of arrangement and amalgamation uls 230 to 232 and other applicable provisions of the Companies Act, 2013 has been tiled before the National Company Law Tribunal ("NCLT") between Arshiya Rail Infrastructure Limited, Arshiya Industrial & Distribution Hub-Limbsd and Arshiya Transport & Handling Limited and their respective shareholders. The scheme is conditional on various approval / sancions and is effective thereafter, accordingly no effect of the said Schema is given in the consolidated financial statements. The Creditors meeting of the respective companies was hald on 6th May 2010. The Scharne(a) shall be given effect after receipt of necessary approvals.
The Board of Directors of the Parent Company in their meeting held on 24th May, 2018, has approved a scheme to further reorganize its 50 corporate structure spread across various group companies, in order to integrate/consolidate it's operations by reorganismo different
businesses into two entities subject to verious approvals.

Notes to Consolidated financial statements for the year ended 31st March, 2019

This Scheme is presented under Sections 230 to 232 road with Socions 66 and 52 and other applicable provisions of the Companies Act. 2013 for demerger of "Domestic warehousing business" of the Parent Company into Arahiya Rail Infrastructure Limited. This proposed scheme of arrangement is conditional upon approval of an originity scheme of group compenies i.e. merger of Arshiye Rail Intrestructure Limited, Archive Industrial and Distribution Hub Limited and Arxhive Transport & Handling Limited, which is pending with NCLT. No accounting impact and disclosures is considered and necessary at this steps pending requisite regulatory approvals.

Cenvat Credit Receivable: 51.

The Group has been legally advised that post marger of the AIDHL with ARL, the unutilized cenvel credit of the AIDHL can be utilized for circharging the service tax liability of ARIL.

82 Indirect Tax Refund Roccivable

As por the Notification dated 16th May, 2013 issued by Government of Maharashtra, MVAT exemption /refund is available to SEZ œ Developer after 19th October, 2011 (record detc). However, the Parent Company has claimed refund of Rs.1,684.55 Lakh in respect of transactions prior to record date, as the Parent Company is of the view that the State Government has even pled it from Local taxes.
levies and duties on goods required for authorized operations by a Doveloper vide GR date Energy and Labour Department, Government of Maharashtra. The Parent Company has fied an appeal bolore High Court of Bombay challenging the Constitutional validity of MVAT on various grounds and has claimed returnd of Rs.1,108.90 Lakhs. The Appeal has been admitted, issues are hamed and firal hearing is penting. Further MVAT return claim of 575.75 Lakhs is pending with Sales Tax
Department as the matter is of similar case. Accordingly, these financial statements refect a sum receivable on account of MVAT. In case the refund is not granted, the necessary adjustment entries shall be recorded in the year in which finality is reached.
TO: Refunds receivable in respect of VAT, Service Tax, Local Entry Tax and Service Tax for which appeals are pending with respective Appeliate Authorities. The Management is of the view that the refunds claimed as above apprepating to Rs. 355.05 Lakh are considered good for recovery on account of refunds being received by other SEZ developers on similar grounds.

The Management is of the view that the refunds claimed as above are considered good for recovery.

33 ARIL has procured certain capital goods under EPCG scheme at concessional rate of duty. On non-fulfillment of certain conditions, ARIL may become liable to pay differential custom duty along with interest theneon such procurement. The management is hopeful of completing the expected abligation within the stipulated time.
Corporation Bank has filed a suit with Debt Recovery Tribunel, New Delhi, towards recovery against Archiva Rail Introduction Limited. the Parent Company as a Corporate Guaranter and two Promoter Directors of the Parent Company as Guaranters, for Rs. 8,012.60. laths. The same is pending before the DRT Delti. The matter is sub-judice.
55 During the year ended 31st March, 2018, two lenders of a subsidiary i.e. Arahiya Industrial and Distribution Hub Limited ("AIDHL") have assigned their rights, title, and interest in financial assistance granted by them to Edelweiss Assets Reconstruction Company Limited
(EARC) Post assignment of loans, EARC has become a secured lender of AIDHL and right, ti into FARC

Pursuant to the assignment of such loans, and in terms of the restructuring package approved by EARC for the icens so assigned, the subsidiary has executed Restructuring Agreement (RA) with EARC, on behalf of EARC Trusts on 13th January, 2018 taking the aggregate amount of assigned loans to Rs 20.998 Lakh.

As a result of this restructuring and assignment of debts of lenders the gain carned amounting to Rs 10.358.92 Lakh has been credited to the Consolidated Statement of Profit and Loss for the year ended on 31st March, 2015. This has been disclosed as part of an constricted item.

During the year ended 31st March, 2018 a subsidiary i.e. AIDHL has completed one time settlement (OTS) with a lender in respect of 66 the term loan taken. OTS stipulates payment and allotment of Optionally Convertible Redeemable Preference Shares. AIDHL has made a payment of Rs 3,000 Lakh on 18th January,2018 and issued 1,20,000 OCRPS. Gain of Rs. 7,760.75 Lakh on this OTS has been credited to the Consolidated Statement of Profit & Losa as an exceptional item.
During the year ended 31st March, 2018 the Parent Company and a subsidiary i.e. Arshive Northern FTWZ Ltd ("ANFTZ") have divested their entire investment in one of subsidiary namely Mira Supply Chain Management Private Limited (formerly known as Mira Supply Chain Management Private Limited) ("ASCM") on 2nd January 2018 by way of transfer of equity shares to a subsidiary i.e. AIDHL. On 22nd March 2018, AIDHL has civested its entire shareholding in ASCM. Pursuant to above, Rs 4.314.69 Lakh gain is accounted in consolidated financial statement which has been considered as exceptional item during the year ended 31st March 2018.
As per provision of sub section 1 of section 203 of Companies Act, 2013 (w.e.f. 1st April, 2014). ANFL is required to appoint a Company 58 Secretary. However, ANFL has not compled with the said requirement and it in the process of identifying a suitable candidate for this role.

Arshiya Limited Notes to Consolidated financial statements for the year ended 31st March, 2019

58 Duting the year encied 31st March, 2018, on 23 November 2017, the Parent Company, Interalia, it's subsidiaries and promoters had executed Share Purchase Agreement of Ascentas Parvel FTWZ Limited (formerly known as Arabiya Rail Siding and Infrastructure Limited ("APFL", i.e. a step-down subsidiary? SPV")], with Ascendes Property Fund (India) Ple Ltd ("Ascendas") for sale of 100% of its equity holding, having Rs. 5 Laish paid up equity capital, to Ascendas. This SPV holds the status of a co-developer.

During the year ended 31st March, 2015, the Parent Company, intensis, it's subsidiaries and promoters have executed a Lease Deod on 3rd February 2018, in favour of a SPV of Ascendas Property Fund (India) Pts. Limited ("Ascendas" - part of the Ascendas-Singbridge Group, Singapore) for grant of leasehold rights of six warehouses at FTWZ Panvel, along with underlying land of those werehouses, identified assets and inhastructure facilities on an initial lease term of 30 (thiny) years. The seld transaction is for a total consideration of Rs. 53,400 Lakh (or Rupees Five hundred and thity tour crore), with an uphont loase payment/lump sum rant of Rs. 48,400 Lakh (or Rupeee Four hundred and thirty four crore). The belance of Rx. 10,000 Lakh (or Rupees One hundred orore) will be received over four years from transaction closing based on certain performance milestones. The transaction also envisages the terms for construction funding by Ascendas for future growth of the Parent Company's business. The Parent Company already possesses the requisite land for the future development.

On transaction closing date of 3rd February 2016, the SPV has acquired long-term leasehold rights from the Parent Company and the sams are leased back under an operating lease arrangement pursuant to execution of sub-lease deed dated 3rd February 2018 to Arabiya Lifestyle Limited ("ALL"), a wholly owned subsidiary of the Parent Company, for a sub-lease term of 6 (six) years, renewable as per mutually agreed terms, in consideration of pre-agreed rentals.

Accordingly during the year ended 31st March, 2018 the Parent Company has reduced the value of assets, granted on leasehold rights. to APFL, from its fixed assets. The gain on grant of leasehold rights to APFL amounting to Re. 15,633.29 lakhs has been credized to the statement of profit and loss and is disclosed as an exceptional item.

Based on the above, ALL would operate and manage these aix werehouses and pay the lease rentals to APFL as defined in the sublease agreement. Hence from 3rd February, 2018 criwards at revenue from those sessts will be accounted by ALL. However the Parent Company will recognize the net revenue in terms of a business conducting agreement entered into between this Perent company and ALL.

GD Disclosure pursuant to Indian Accounting Standard (IND AS) 108 - Segment Information

60.1 Primary Segment Information

The Group operates in three primary reportable business segments, i.e. "Free Trade and Warehousing Zone" and "Rail Transport Operations/Inland Container Depot" and "Domestic Warehousing Zone" and one geographical segment i.e. India as per Accounting Standard 106 - "Segment Reporting".

60.2 Segment Revenue, results, assets and liabilities

Revenue and results have been identified to a seament on the pasis of relationship to operating activities of the seament

Segment assets and segment liabilities represent assets and liabilities in respective segments. Segment assets noticle all operating assets used by the operating segment and mainly includes trade receivable, inventories and other receivables. Segment liabilities grimsnly include benowings, trade payables and other lisbilities. Assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocable searts and fabilities.

60.3 The chief operational decision maker monitors the operating results of its Business Segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment porformance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. Operating segment have been identified on the besis of the nature of services.

		(Rai. in Lakh)
Particulars	Year Ended 31st March 2019	Year Ended 31st March 2018
Segment Revenue
FTWZ	14,758.86	12,233.47
Rail Transport Operations/ICD	13,750.16	13,653.22
Domestic Warehousing	428.34	20.00
Leas: Inter Segment
Total Revenue from Operations	20,937.58	25,906.69
Segment Results Before Tax and interest
FTWZ	1,525.17	1,006.72
Rail Transport Operations/ICD	(4, 567.90)	(4,289.19)
Domestic Warehousing	(1, 106.05)	(1,458.01)
Total Segment Result	[4, 348.78]	(4, 740, 48)
Less: Unallocated Expenses net of Income	9.74	2.80
Less: Finance Costs	27,550.30	31,598.39
Less: Exceptional berns (Net)	(5, 167.04)	(05.675.05)
Loss before tax	(26, 750.87)	3,131.53
Less: Tax Experiens	6.98	27.42
Loss after tax	(26,767.86)	3,104.11
Segment Assets
FTWZ	1,81,686.82	1.85.856.32
Rail Transport Operations/ICD	73,038.47	77,717.22
Domestic Warehousing	48.982.63	49.852.04
betepollariU	2.092.84	2,199.05
Total	3,05,780.71	3,15,624.63
Segment Liabilities
FTWZ.	11,981.34	13,267.09
Rail Transport Operations/ICD	7,748.04	7,581.09
Domestic Warehousing	120.38	3.60
Unaliocated	2,31,948.11	2, 22, 761 84
Total	2,51,795.67	2,43,603.62
Other Disclosures
Capital Expenditure
FTWZ	3.256.98	5.944.51
Rail Transport Operations/ICD	274.28	883.58
Domestic Warehousing	13.45
Ungliocated
Total	3,544.71	6.828.87
Depreciation and amorthsation expenses
FTWZ	3.094.37	3,694.97
Rail Transport Operations/ICD	4.913.85	4.998.78
Domestic Warehousing	1.411.34	16.874
Unascraisd
Total	9,419.56	10,171.78
Non-cash Expenditure
FTWZ	390.09	95.29
Rail Transport Operations/ICD	24.71	101.58
Domestic Warehousing	٠
Unallocated		ú
Total	324.80	186.65

Notes to Consolidated financial statements for the year ended 31st March, 2019

61 Related party disclosures, as required by Indian Accounting Standard 24 "Related Party Disclosures" (IND AS-24) as given below:
(f) Person having significant influence over the Partot Company Mr. Ajay S. Mittal - Chairman and Managing Director Mrs. Archans A Mittal - Joint Managing Director
(ii) Key management personnel
Mr. Ashish Baicagra Independent Director
Mr. Musesh Kacker Independent Director
Prof. G. Raghunim Independent Director (61 15th May, 2017)
Mr. Rishabh Shah Independent Director
Mr. Tara Sankar Bhattacharya Independent Director (w.s.f. 24th May, 2018)
Ms. Savta Datal Company Secretary of Arshiya Limited
Mr. Sonjay Sukhram Lakkhan Company Secretary of Arahiya Industrial & Distribution Hub Limited (58 7th February, 2019)
Ms. Avani Dipskkumar Lakhari Gompuny Secretary of Arshiya Rail Infrastructure Limited (w.e.f. 26th March, 2019)
Mr. S. Maheshwari Chief Financial Officer of Arshiya Limited (w.e.f. 8th February, 2017) and Group Prosident
Mr. Navnit Choudhary Chief Financial Officer of Arshiya Northern FTWZ Limited (w.e.f. 8th February, 2017)

Mr. Dinesh kumar Sodani - Chief Financial Officer of Arshiya Rall Infrastructure Limited (w.e.f. 8th February, 2017 to 12th January, 20185

Mr. Mukesh Khathuria - Chief Financial Officer of Arshiya Industrial & Distribution Hub Limited (w.e.f. 8th February, 2017 to 31st March: 2018)

Mr. Dinesh Kumar Sodani - Chief Financial Officer of Arshiva Industrial & Distribution Hub Limited Iw.e.f. March 26, 2019).

Mr. Vined Jain Chief Financial Officer of Arshiya Rail Inkastructure Limited (till 25th March, 2019)
Mr. Amardeep Gupta Chief Financial Officer of Arshiya Rail Infrastructure Limited (w.e.f. 20th March, 2019)
Mr. Siddarth Kasturia Chief Executive Officer of Arshiya Rail Infrastructure Limited (w.e.f. 26th March, 2016)
Mr. Amit Gupta Chief Executive Officer of Arshiya Industrial & Distribution Hub Limited (w.e.f. March 26, 2019)
(iii) Relative of Person having significant influence over the Parent Company Mr. Ananya Mittal - Corporate Strategy Officer
(IV) Enterprise owned or significantly influenced by key management personnel or their relatives Rudtadev Properties Private Limited
Mega Management Services Private Limited
Waldone Software Consultancy Private Limited

Noval FTWZ Limited (formaly known as Arshiya Central FTWZ Limited)

The nature and amount of transactions with the above initiated parties are as follows:

FIRIT SEARCH AND LONGER		ALCOHOL: N	DIST TO LEAVE Ended Office Marching
Remuneration paid to Key Managerial Person and Mr. Ananya Mittal		25.66	25.68
Relative of Person having significant influence over the Group	Mr. S. Mahashwan	203.68	185.15
	Ms. Savita Datal	16.51
	Ms. Avani Dipakkumar Lakhani	0.10
	Mr. Amardeop Gupta	0.36.
	Mr. Vincel Jain	20.48
	Mr. Siddwith Kashatia	0.95.
Director sitting fees	Mr. Ashishkumar Bairagra	1.15	2.00
	Mr. Mukesh Kacker	0.40	1.80
	Prof. G. Regiuram		0.20
	Mr. Rishabh Shah	0.40	$-1.75$
	Mr. T S Bhattacharya	0.701
Interest income	Noval FTWZ Limited	0.121

Mr. Ajay S Mittal	788.48	3,064.09
Mrs. Archana A Mittal	1,116.14	4,260.42


Mr. Alay 5 Mittal	1.153.32	2,594.62
Mrs. Archana A Mittal	2,528.94	2,880.31
	$+1$	1.00
Mega Management Services Private Limited	- -	13.32
Vieldone Software Consultancy Private Limited	$\frac{1}{2}$	0.19
Mrs. Archana A Mital		0.49

		5,835.00
Share Warrants		5,820.00
Mr. S. Mahashawi
Equity Share		583.50
Mr. Aley S Mittal	863.25	4,959.75
	Noval FTWZ Limited Rudradev Properties Private Limited Mr. Ajay S Mital Equity Share	325.00

Closing balances			(Rs. in Lakh)
Nature	Rolated Party	As at 31st March, 2019	As at 31st March. 2018
Loans and Advances biken	Mr. Ajay S Mittat	104.89	469.75
	Mrs. Archana A Mittal	55.22	1,468.01
	Rudradev Properties Private Limited		$1.00 -$
Loan given	Novel FTWZ Limited	325.12
Share warrants	Mr. Ajay S Mittal		860.25
Equity Shares (excluding share premium).	Mr. S. Maheshwan	20.00	20.00
Personal guarantees taken	Mr. Ajay S Mittal	3,24,812.00	3.11.657.00
	Mrs. Archana A Mittal	3,24,262.00	3.11.262.00

Notes to Consolidated financial statements for the year ended 31st March, 2019

62 Earnings per share

Particulars	Year ended 31st March 2019	Year ended 31st March 2018
Profit/Loss! for the year (Rs. in Lakto)	(26,757,85)	3.104.11
Add. Interest adjustment on account of 0% Optionally Convertible Redeemsbiel Preference Shares (OCRPS)		948.32
Total Profit/(Loss) for the year for diluted EPS (Rs. in Lakh)	(26, 757, 85).	4,050.45
Number of equity shares
Weighted average number of equity shares (Number)	23.80.15,279	18.31.20.902
Add: Adjustment on account of Share Wairants		5.91,781
Add. Adjustment on appoint of 0% Optionally Convertible Redeemable Preference Stanes (DCRPS)		54,82,866
Total Weighted average number of equity shares/shares warrants/CCRPS.	23.80.15.279	18.91.95.538
Nominal value per share (Amount in Rs.)	2.00	2.00
Earnings per share - Basic and Diluted (Amount in Rs.)	[11, 24]	$1.70 -$

0% OCRPS and share warrants had an anti-diuting effect on earning per share hence have not been consider for the purpose of computing dilutive earning per share during the previous year.

63 Taxation

63.1 The Group has not recognised any deterred tax assets on deducible temporary differences, unused tax losses as it is not probable that the Group will have sufficient future texable profit which can be available against the available tax losses.

	63.2 Unused tax losses for which no deforred tax assets has been recognised
--	-----------------------------------------------------------------------------	--

Assessment Year	Business Lows	Unabsorbed Depreciation	Available for utilization 111
2012-2013	544.34	2,073.04	A.Y. 2020-2021
2013-2014	3.11	5.419.06	A.Y. 2021-2022
2014-2015	13,848.88	17.342.15	AY 2022-2023
2015-2016	1.144.94	18.231.03	AY: 2023-2024
2016-2017	2,414.75	14.589.27	A Y. 2024-2025
2017-2018	83,302.00	14:007.35	A.Y. 2025-2026
2018-2019	10.974.67	5,958.48	A.V. 0026-0027
2019-2020	1,806.52	6,537.27	A.Y 0037-0008
Total	1,26,039.21	84,257.85

Assessment Year	Long term Capital Loss	Available for utilization til
2016-2017	1,555.55	A.Y. 2024-2025
Total	1,658.85

Defened fax assets as at 31st March, 2019 Rs.27,420.06 Lake (31st March, 2016 - Rs. 45,714.08 Lake) has not been recognised, as there is no convincing evidence that sufficient taxable profits will be available against which the unadjusted tax losses will be utilized by
The Group. Details of deferred tax assets are mentioned below:

		(Ris. in Lak).
Particulars	As at 31st March, 2019	An at 31st March, 2018
Property, plant and equipment	16.991.77	17.129.21
Unabsorbed degredation	(21,908.20)	(17, 225, 05)
Expenses allowable on payments under section 439 and 40 (b) (la)	16,087.090	(12.538.11)
Unshapt betheat Unit	(33, 047.07)	(30.644.25)
Financial Instruments	16.822.42	(2, 234, 68)
Fotal Deferred tax assets	(27, 429.06)	(45, 744.08)

64 Financial Risk Management

The Group's principal financial liabilities comprises of borrowings, trade and other payables and financial guarantees contracts. The main purpose of these financial labilities is to manage for the Group's operations. The Group's financial assets comprises of trade and other receivables, cesh and deposite that arises directly from its operations.

The Group's activities expose it to variety of financial insta including credit risk, liquidity risk and market risk. The Group's risks
management assessment, management and processes are established to identify and unalyz appropriate risks limits and controls, and to monitor such risks and compliances with the same. Risks assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Group's activities.

Notes to Consolidated financial statements for the year ended 31st March, 2019

Risk	Exposure arising from	Measurement	Management
Credit risk	Cash and cash equivalents. Ageing analysis trade receivables, financial instruments, financial assets measured at amprised cost.		Regular review of credit lim hv.
Liquidity risk	Borrowings and labilities.	other Roting CAN'T frineriasts.	fow)Availability of borrowing meditos.
Market risk - foreign exchange	Recognised financial assats Sensitivity analysis Volt 4 fixes and. .rxpt denominated in Indian ruped (INR)		Unhedped
Market rick - merest rate	Barrowings Lang-lerm variable rates	al Sanativity analysis	Unhedped

The Group's risk management is carried out by a corporate finance team under the policies approved by the Beard of Directors. The Board provides written principles for overall risk management as well as policies covering specific areas, such as credit risk, interest rate. mik.

Credit Risk ta)

The Group is exposed to credit risk, which is risk that counterparty will default on its contractual obligation resulting in a financial loss to the Group. Credit risk arises from cash and cesh equivalents as well as oned) exposures to trade customers including outstanding receivables.

Trade receivables are typically unsecured and are derived from revenue earned from quatomers located in India. Credit risk has always. been managed by the Group through continuously monitoring the creditworthiness of customers to which the Group grants credit terms. in the normal course of business. Culstanding customer receivables are regularly monitored. Credit risk is high as only few customers'
woodunt for majority of the revenue in the year presented. On account of adoption of In model to assess the impairment loss or gain.

m Liquidity Risk

Liquidity risk is the risk that the Group may not be able to meet its financial obligations without incurring unacceptable losses. The Group's objective is to, at all times; maintain optimum levels of liquidity to meet its cash and octatene requirements. The Group limits its liquidity risk by ensuring regular monitoring of funds from trade and other receivatiles. The Group reles on apports light business model through monetization of assets and tio-up of construction funding and operating cash flows to meet its nateds (> fullos

The table balow provides undiscounted cash flows towards financial liabilities into relevant maturity based on the remaining ported at the balance shock to the contractual maturity date.

Contractual maturities of financial liabilities			(Re. in Lakh)
Particulars	less than 1 year.	1 to 5 years	More than 5 year.
31st March, 2019
Financial liabilities
Borrowings	56,154.61	1.28.473.26
OCRPS (Equity and Liability Component)		1,200.00
Trade payables	2,579.26
Creditors for Capital Goods	7,228.05
Financal guarantee obligations	10.55
Other financial liabilities.	51,993.13	612.11
	1,17,965.60 Total	1,28,285.37	٠
31st March, 2018 Financial liabilities.
Borrowings	50.179.36	1,31,491.71
OCRPS (Equity and Liability Component)			S8,846.19
nada payables	1,707.79
Creditors for Copital Goods	8,422.54
Financial quarantee obligations		224.03
Other financial lisbilities	35,105.55	2,078.73
	95,505,26 Total	1,33,792.47	52,646.19

$168$ Market Risk

Market Risk is the risk that the fair value of future cash flow of a triancial instruments will fluctuate because of volatility of prices in the financial markets. Market risk can be further segregated as: 1) Foreign currency risk and 2) tritinist rate risk

Notes to Consolidated financial statements for the year ended 31st March, 2019

$\lambda$ Foreign currency risk

Foreign currency risk is the risk that the tair value or future cash flow or an exposure will fuctuate because of changes in foreign
exchange rates. The Group's exposure to the risk of changes in foreign exchange rates rel activities.

1.1 Foreign currency risk exposure

裤 Details of foreign currency transactions/balances not hedged by derivative instruments or otherwise are as under:

Particulars	Financial Year Ended	Foreign currency amount	Equivalent amount in INR
		Amount in Lakhi	dils, in Lakhi
Barik balances
USD	31st March, 2019	٠.
	31st March, 2010	0.13	8.56
nade receivables
USD	31st March, 2019	46.09	3,207,35
	31st March, 2018	29.02	1,003.03
BAD	31st March, 2019	w.
	31st March, 2018	0.04	0.79
EUR.	31st March, 2019	0.41	28.39
	31at March, 2018	0.47	36.65
Security Deposit from customers.
USD ¹	31st March, 2019	6.20	428.85
	31st March, 2018	5.81	380.71
武汉社	31st March, 2019	0.02	1.35
	Stud March, 2018	0.03	2.72
AED	31st March, 2019	0.35	6.65
	31st March, 2018.
Advertee from customers
USD	31st March, 2019	0.35	25.45
	31st March, 2018	0.53	34.01
	Stat March, 2019	0.0003	0.02
EUR	31st March, 2018.

1.2 Sensitivity

The Senstivity of profit or loss to changes in the exchange rate arises mainly from foreign currency denominated financial instruments.

	Increase/(decrease) in profit before tax	(Rs. in Lakh)
Particulars	31st March, 2019	31st March, 2018
FX rate - increase by 1% on closing rate of reporting 10000	27.79	15.52
FX rate - (decrease) by 1% on closing rate of reporting date	27.79%	15.52

The above amounts have been disclosed based on the accounting policy for exchange differences.

$\ddot{\mathbf{z}}$ Interest rate risk

interest rate rak is the risk that the fair value or future cash flows of a tinancial inclument will fluctuate decause of changes in market interest rates. Majority of the Group's borrowings is fload rate borrowings canned at amortised cost, therefore not subject to interest rate. risk as defined in IND AS - 107, since neither carrying amount nor the future cash flows will fuctuate because of a change in market interest rates. The Group's interest rate risk arises from long term borrowings with variable rates, which expose the Group to cash fow interest rate risk. The Group's borrowings at the variable rate were mainly deriorshated in Rupees.

$2.1$ Interest rate risk exposure

The exposure of the Group's borrowings to interest rate changes at the end of the reporting period are as tollows:

		DOM: NO ALCOHOL
Particulars	31st March, 2019	31st March, 2018
Variable rate borrowing	20,750,021	22.700.40

22 Sensitivity of interest

Profit or loss is sensitive to higher/lower interest expenses from borrowings as a result of changes in interest rates. (Rs. in Lakh)

	increase/idecrease) in profit before tax
Particulars	31st March, 2019	31st March, 2018
150 bps increase the profit before tax by	(103.751]	113.953
(50 bps decrease the profit before tax by	103.75 1	113.95

Notes to the Consolidated financial statements for the year ended 31st March, 2019

65 Fair Value Moasurements

$(0)$

L. HUNGER HIRPS PAILING IS A PRINCIPLY				IMa, in Laxn
	Carrying Amount		Fair Value
Particulars	31st March. 2019	31st March. 2018	S1st March. 2019	31st March, 2018
Financial Assets
Amortised cost
Trade Receivables	4,266.17	2,742.67	4,206.17	2.742.67
Cash and Cash Equivalents	\$90.56	1,285.84	990.56	1.285.84
Other Bank Balances	401.38	498.54	401.38	498.54
Loan	325.12		325.12
Security Deposits	5.041.28	11,151,19	5.041.28	11.151.19
Other Financial Assets	5,625.38	3,385.69	5.625.38	3.385.69
Total	16,649.89	19,063.93	16,649.89	19,063.93
Financial Liabilities
Amortised cost
Borrowincs	1,82,307.29	1,90,215.63	1,82,307.29	1,90,215.83
Trade Payables	2,579.26	1,797.78	2,579.25	1,797.79
Creditors for Capital Goods	7.228.05	8,472.54	7.228.05	8.422.54
Security Coposits	1,288.53	1,296.53	288.53	1,296.53
Other financial Sabilities	51,327.28	36,109.78	51,327.28	38.109.78
Total	2.44.730.39	2,37,842.47	2,44,730.39	2,37,842.47

(ii) Fair Valuation techniques used to determine fair value

The Group maintains procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following methods and assumptions were used to estimate the fair values:

(a) The Group assessed that the fair value of cash and cash equivalent, trade receivables, trade payables, and other current financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.
(b) The fair values for security deposits and other financial liabilities were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the Fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
(c) The fair values of non current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy duo to the use of unobservable inputs, including own credit risk.
(ii) Fair value liferarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measure at fair value. To provide an indication about the reliability of the inputs used in determing fair value. The Group has classified its financial instruments into tives lovels prescribed under the accounting standard.

(a) Level 1 Level 1 hierarchy includes financial instruments measured using quoted prices.
(b) Level 2 The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely us little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in lovel 2.
(c) Level 3 If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity shares, contingent consideration and indemnification assets included in level 3.

Notes to Consolidated financial statements for the year ended 31st March, 2019

65 Capital Management

For the Group's objective when memaging capital is to sniteguard the Group's ability to continue going concern in order to provide the return to shareholders and benefit to other stakeholders and to maintain an optional capital structure to reduce the cost of capital, capital indudes issued equity capital, share premium and all other equity reserves athibuiable to the equity holders of the Group.

The Group manages its capital structure and makes adjustments in light of changes in aconomic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may edjust the dividend payment to shoreholders, return capital to shareholders or issue new shares (if permitted). The Group monitors capital using a gearing ratio, which is debts divided by total equity.

As stated in Notes to accounts, the Group is also having scheme of anangements to reorganize the copital structure.

Particulars	As at 31st March, 2019	As at 31st March, 2018
Total Dobts Total Foully	2,31,919.33 53,495.75	2.22.733.08 T1 SD1 92
Total debt to equity ratio (Gearing ratio)	4.34	3.12

Notes:

Debt is defined as long term and short term borrowings indiuding ourrent maturities of borrowings and interest accrued. 48
Total equity (as shown in balance sheet) includes issued capital and all other equity. 60

Debt Covenants

Under the terms of Restructuring Agreement (RA), the Group is required to comply with following financial covenants:

Without prior approval of lender, the Group shall not:

6ab Leans, debenture & charge - losue or subscribe to any debentures, shares, raise any loans, deposit from public, issue equity or preference capital, change its capital structure or create any charge on its assets including its cash flow or give any guarantees.
Dividend on equity shares declare(pay dividend on equity shares unless otherwise approved by the LenderBueness Monitoring-86 Committee in accordance with the provisions of RA.

In order to achieve this overall objective, the capital management, amongst other thing, aims to ensure that it means financial covenants. attached to the interest beams and terrewings that define capital structure requirements, there have been breaches in the financial covenants of interest bearing loans and bomowing in the current period and previous period. The Parent Company has not proposed any dividend in last three year in view of losses incurred.

Revenue from contracts with customers (IND AS 115) 67

The Group disaggregates reverse from contracts with customers by type of products and services, geography and tening of revenue fab. recognition:

Revenue disapprogation by type of services is given note to. 29.

Revenue disaggregation by geography is as follows:

Geography	Year Ended 31st March, 2019	Year Ended 31st March, 2018
india	26 R18.71	75, MGE 69
FOURIDE India	18.67	38.00
Total	28.837.38	25,906.69

Revenue disaggregation by timing of reverses recognition is as follows:

		(Rs. in Lakha)
Geography	Your Ended 31st March, 2019	Year Ended 31st March, 2018
Services transferred over time.	28, 937.38	25,906.69
Total	28,937.38	25,906.69

Transaction Price allocated to remaining performance obligations:

The aggregate amount of the transaction price allocated to the performance obligations that are to be satisfied as of 31st March, 2010 amounts to Rs, 7,109.59 Labh as per Lease deed. The remaining performance obligation are afforded by several factors including Parrell storage revenue, cash fow cover, collections within 90 days or mutually agreed. The management of the Paront Company expects that 35% of the unsatated performance obligation will be recognised as revenue during the next reporting period amounting to Rs. 2.500.00 Lakh with balance in future two reporting periods theres fler.

Notes to Consolidated financial statements for the year ended 31st March, 2019

(b) Transitional Provision - IND AS 115 - Revenue from Contracts with Customer

The Ministry of Corporate Affairs (MCA) on 28th March, 2018 notified Ind AS 115 'Revenue from contracts with customers' as part of the Companies (Indian Accounting Standards) Amendment Ruiss, 2018 and the same is affective for accounting period beginning on or after 1st April, 2018. The Group has applied modified retrospective approach in adopting the new standard and accordingly. the revenue from operations for the year ended 31st March, 2019 is not comparable with the previous year. As a results of change in accounting
policies, adjustments to the transition provision has been made in respective hem as at 1st equity. Details of changes made in item along with equity have given in below fable.

Particulars	Rs. in Lake
Other Financials assets
Unbiled Revenue
Not impact on other equity (Increase)	390.45

The Group's borrowings have been assigned by bankers to an ARC / restructured with banks under CDR Package and restructured with 68 NBFC. Certain lenders had invoked the GDR package. The ARC / CDR Lenders and NBFC have charged penal interest additional interest/ interest amounting to Rs. 2,599.23 lakh upto the year ended March 31, 2018, which was not accepted by the Group and hence is under negotiation. In light of audit qualifications in previous year as a matter of prudence, the Group has recognised the said interestipensi interest and has accordingly restated the finance cost and other consequential impacts in the year ended March 31, 2018.

Above amount include additional interest amounting to Rs. 656.89 lakhs which is pertaining to period upto 31st March, 2017. Therefore this is adjusted in retained earning as on 1st April, 2017. Due to this reported figure of opening other Equity was Rs. 28.977.10 lakh and now restated figure of opening other Equity is Rs. 28, 321, 30 lakhs.

Futbat, during the year anded March 31, 2018 reported figure of finance cost, other Equity and Interest accrued and due on bomowings. was Rs. 29,665.06 lakh, Rs. 69.146.40 lakh and Rs. 25,348.69 lakh respectively. Restated figures of thence cost, other equity and Interest accrued and due on Borrowings are Rs.31,598.39 lawh, Rs. 66.937.58 lawh and Rs.27.947.02 lawh respectively. Earning Per Share (EPS) also recalculated based on the restated figures.

Arshiya Limited
Notes to the Consolidated financial statements for the year ended 31st March, 2019.

69 Information required for Consolidated Financial Statement pursuant to Schedule III of the Companies Act, 2013

				EX 2018-19
여분	Name of the subsidiary	Total Equity		Share in Other Comprehensive Income		Share in Total Comprehensive Income
		Consolidated Total Equity As % of	Rs. in Lakh	As % of Consolidated Other Comprehensive mcorme	Rs. in Lakh	As % of Consolidated Total Comprehensive Income	Rs. in Lakh
	Parent Subaldiaries Indian:
	Arshiya Limited	320.80%	71,515.5	28.39%	5.71	13.10%	(3,508,38)
	Arshiya Rail Infrastructure Limited	2611%	13,958.69		(24,39)	15.62%	(4,183.51
	Arshiya Northern FTWZ Limited		19,424.06	85.37%	(7.41)		(7,962.93)
	Arshiva Industrial & Distribution Hub Emiled	38.33%	14,498.06	595%	(1.70)	39.73%	(6,334.79)
	Arshiva Transport and Handling Limited		(1.074.59)			0.43%	(114.85)
w	Arshiva Technologies (India) Private Limited	(201%)	(3.70)				$\frac{10.82}{76.51}$
Þ.	Arshiva Lifestyle Limited	3.74%	2 001 61	1.23%	030 280	0.00%
œ	Arshiya Logistics Services Limited (formerly known as Laxmizeti Balaji Exim Trading Limited)	$(0.14\%)$		9.91%		0.42%	111.70
ø	Anomalous Infra Pevale Linxing	1,74%	931.59			0.64%	(171.24)
g	Archiva Northern Projects Private Limited	ra cons	(1.03)			0.02%	(6.03)
ţ.	Acshive Infrastructure Disvetopers Private Limited	0.00%	0.74			0.00%	(0.26)
2	Private Limited Lavmpati Baleji Supply Chain Management	0.01%	3			0.00%	(0.47)
19	Unrivaled Infrastructure Private Limited	0.00%	0.74			0.00%	10.26
	Stepdown Subsidiary:
	Limited Held through Arshiya Logistics Services
	Arahiya 3PL Services Private Limited	0.01%	4.03			0.00%	0.87
	Consolidation Adjustments/Eliminiations*	08148%	39,803,261			16.49%	4,416.7
	Total	100.00%	53,445.75	100.00%	(28.57)	100.00%	(26.786.42)

				FY 2017-18
		Total Equity		Share in Other Comprehensive Income		Share in Total Comprehensive Income
£. 4ń	Name of the autosidiary	Consolidated Total Equity As % of	Rs. in Lakh	Other Comprehensive As % of Consolidated income	Rs. in Lakh	As % of Consolidated Total Comprehensive Income	Rs. in Lakh
	Parent Subsidiaries Indian:
	Arshiya Limited	230.64%	1.64,914.64	$(57.82\%)$	(2.69)	125.81%	3,892.97
	Arshiya Rail Infrastructure Limited	(13.76%	(9, 835, 18)	74.35%	7.19	JA7 03%	10.738.56
	Arshaya Northern FTWZ Limited	38.30%	27,386,99	(89.79%)	(0.05)	301.09%	0.316.94
	Arshiya Industrial & Distribution Hub Limited	29.14%	20,832 BA	1,45%	0.14	33.30%	1,030.5
购	Arshaya Transport and Handling Limited	1,34%	(959.74)			$(3.34\%$	103.33
٩Ø	Acshiya Technologies (India) Private Limited	(0.00%	(2.88)	ł		(0.05%)	1,85
	Arshiya Lifestyle Limited	2.51%	798.21			(0.72%	(22.38)
٣Ď	Arshiva Logistics Services Limited (formerly known as Laxmipati Balay Exim Trading Limited)	0.05%	37.79	179.11%	17.32	(3.18%	98.54
ios	Imited (former) Privat known as Arshiya Supply Chain Management Mira Supply Chain Management Private Limited) (up to 21st March, 2016)			(27.30%)	(2.64)	151.47%	(1, 592, 76
	Stepdown Subsidiary:
	Limited Held through Arshiya Rail Infrastructure
2	known as pvg cq dri Arxhiye Reil Siding and Infrastructure Limited) Ascendas Parvel FTWZ Limited (formerly February 2018)					0.06%	1.79
	Consoldation Adjustments/Eliministicns*	$(185.55\%)$	(1,32,670,75)		ł	547.72%	2004327
	Total	100.00%	71,501.92	100.00%	9.67	100.00%	3,094.44

Arshiya Limited Notes to Consolidated financial statements for the year ended 31st March, 2019

The Group has sent request letters/ emails to various Parties for confirmations of balances under borrowings, trade receivables and $70$ capital advances given to vendors and trade psyebles etc., to which only few parties have responded. Accordingly, impact of adjustment, if any, will be accounted as and when the same is determinable or accounts are reconolled/settled.
71 Previous year's figures have been regrouped / restated / rearranged wherever mecessary.

Signatures to Notes forming part of Finencial Statements

$N = 0.88$

MUMPA

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For Chaturvedi & Shah LLP Chartered Accountants Firm Registration Number, 101720WW100365 $10/5115$

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

Vijay Napawaliya Partner Membership Number: 109859.

Ajay S Mittal
Chairman and Managing Director DIN: 00226365

Ashishkomar Bairagra Independent Director DIN: 00049591

Place: Mumbal Date: 27th May, 2019

Switz Datal Company Secretary

Archama A Mittal
Joint Managing Director
DIN: 00703208

S. Mahoshwari

Chief Financial Officer and Group President

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Dinesh Kumar Sodani VP - Accounts & Finance

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96

$5000$

URSHIYA RAIL INFRASTRUCTURE LIMITED JALANCE SHEET AS AT MARCH 31, 2019

(Rupees in lakhs)

September 经纳粹人医单位
रकायन के नेकहन ह $\mathcal{L}^{\text{max}}{\text{G}}\left( \mathcal{L}^{\text{max}}{\text{G}}\left( \mathcal{L}^{\text{max}}_{\text{G}}\right) \right)$
BRITIST ON THEN

ASSETS

Non-Current Assets

(a) Property, Plant and Equipment 5

(c) intangible Assets 6 44,322.37
2,825.28 47,856.82

(d) Financial Assets 3,223.16

(i) Other Financial Assets 7 663.64

(e) Other Non-Current Assets 8 1,335.26 818.60
1,227.72

49,146.55 53,126.30

Current assets

(a) Inventories 9 15.66

(b) Financial Assets

(i) Trade Receivables 10 1,323.33 666.59

(ii) Cash and Cash Equivalents
(III) Bank Balances Other than (II) above 11 120.24 375.35

(iv) Other Financial Assets 12 267.30 386.16

(c) Other Current Assets 13
14 322.37 348.59

133.81 308.46

2,167.05 2,100.81

TOTAL ASSETS 51,313.60 55,227.11

EQUITY AND LIABILITIES

Equity

(a) Equity Share capital 15 4,238.44

(b) Other Equity 16 (18, 197, 13) 4,238.44

(13,958.69) (14,073.62)
(9,835,18)

Liabilities

Non Current Liabilities 穿式

(a) Financial Liabilities 4,
$\mathcal{L}$

(i) Borrowings 17 31,902.67 33,538.04

(b) Provisions 18 120.52 16.42

(c) Other Non-Current Liabilities 19 1,632.32 1,723.69

Current Liabilities 33,655.51 35,278.15

(a) Financial Liabilities $\mathcal{I}$

(i) Borrowings 20

(ii) Trade Payables 21 304.38 2,029.26

(A) Total outstanding dues of Micro and Small Enterprises 15.77

(B)Total outstanding dues of creditors Other than Micro and 5.24

Small Enterprises 1,307.44 620.88

(iii) Other Financial Liabilities 22 28,103.68 25,206.84

(b) Other Current Liabilities 23 1,874.90 1,918.23

(c) Provisions 24 10.61 3.69

31,616.78 29,784.14

TOTAL EQUITY & LIABILITIES 51,313.60 55.227.11

Notes to the financial statements As per our Report of even date

For Chaturvedi & Shah LLP Chartered Accountants

Firm Registration Number 101720W/W100355 ansalin EDIES MUMB/

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FRED ACCS

Partner Membership Number. 109859

Place: Mumbai Date: May 27, 2019

Vijay Napawaliya

For and on behalf of Board of Directors of Arshiya Rail Infrastructure Limited

INC

$1 - 57$

Ajay S Mittal Director DIN: 00226355

Amarde proupta
Chief Financial Officer

INFRIS F HURAI 14

Navnit Choudhary Director DIN: 00613576

Avani

Avani Dipakkumar Lakhani Company Secretary

ISHIYA RAIL INFRASTRUCTURE LIMITED 'ATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2019

(Rupees in lakhs)

the common construction of the common $-10^{11}$ ( $65^{11}$ part therefore Additionalists

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ICOME

Revenue from operations 25
26 13.614.83 13,598.32

Other income
otal Income (I) 641.87 1,459.39

14.256.70 15,057.71

XPENSES

Cost of operations 27 11.400.27 11,507.38

Employee benefits expenses 28 1,121.91 826.79

Finance costs 29 7,015.57 8.018.94

Depreciation and amortization expenses 30 4,099.64 4,130.61

Other expenses 31 1.253.59 895.48

Total Expenses (II) 24,890.98 25,379.20

Loss before exceptional items and tax (1-11) (10.634.28) (10, 321.49)

Exceptional Items (Net) 32 (6,475.16) 424.26

Loss before tax (4, 159.12) (10, 745.75)

Tax expense: 45

Current tax

Deferred tax

Loss for the year (4, 159.12) (10.745.75)

OTHER COMPREHENSIVE INCOME (OCI)

litem not to be reclassified to profit and loss :

Remeasurement of gains/ (losses) on defined benefit plans 37 (24.39) 7.19

TOTAL COMPREHENSIVE INCOME FOR THE YEAR (4, 183.51) (10, 738.56)

Earnings per Equity shares (Face Value Rupees 10 each) 33

Basic/ Diluted earnings per share (in Rupees) (9.81) (25.35)

Notes to the financial statements As per our Report of even date

For Chaturvedi & Shah LLP Chartered Accountants Firm Registration Number 101720W/W100355

TURVED

MUME

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Vijay Napawaliya Partner Membership Number, 109859

Place : Mumbai Date: May 27, 2019 For and on behalf of Board of Directors of Arshiya Rail Infrastructure Limited

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Ajay S Mittal Director DIN: 00226355

pleupta Amard

Chief Financial Officer

بحقيد بمصابع

Navnit Choudhary Director DIN: 00613576

Thrans

Avani Dipakkumar Lakhani Company Secretary

ARSHIYA RAIL INFRASTRUCTURE LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2019

Equity Share Capital (Refer Note 15)

Primel siste cahing issues upon to (Rupees in lakhs)

2000000 Maritrell

Equity Shares of Rupees 10 each issued, subscribed and paid up

As at April 1, 2017

Equity Shares 4,238.44

Issue of equity share during the year

As at March 31, 2018 4,238.44

Equity Shares 4,238.44

Issue of equity share during the year

As at March 31, 2019 4,238.44

3 Other Equity (Refer Note 16)

(Rupees in lakhs)

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STERN CONTRACTOR
a kacamatan ing Kabupatèn Kabu 1.1.01

As at April 1, 2017 38,123.31 (43, 189.57) 1,564.45 171.37 (3,330.44)

Loss for the year
Other comprehensive income
Total comprehensive income for the year
Fair valuation of financial guarantees given (10, 745.75)
7.19
${10,738.56}$
(4.62) (10.745.75)
7.19
(10,738.56)
(4.62)

As at March 31, 2018 38,123.31 (53, 932.75) 1.564.45 171.37 (14,073.62)

Loss for the year
Other comprehensive income (4, 159.12)
(24.39) ٠ (4, 159.12)
(24.39)

Total comprehensive income for the year (4, 183.51) (4, 183.51)

Fair valuation of financial guarantees given 60.00 60.00

As at March 31, 2019 38,123.31 (58, 116.26) 1,624.45 171.37 (18, 197.13)

Notes to the financial statements As per our Report of even date

For Chaturvedi & Shah LLP

Chartered Accountants Firm Registration Number 101720W/W100355

IRVED

MUMB,

CCOUN

$H$ spilche

Vijay Napawallya Partner Membership Number. 109859

Place: Mumbal Date: May 27, 2019 For and on behalf of Board of Directors of Arshiya Rail Infrastructure Limited

$1 - 57$

Ajay S Mittal Director DIN: 00226355

Amarderp Gupta
Chief Financial Officer

Navnit Choudhary Director DIN: 00613576

Avan

Avani Dipakkumar Lakhani Company Secretary

(Rupees in lakhs)

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E. L. POSTERRING L. PORT. vice agent, a
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ISH FLOW FROM OPERATING ACTIVITIES
ss for the year before tax (4, 159.12) ${10,745.75}$

ljustments for :

epreciation and amortization expenses 4.099.64 4.130.61

terest Income (21.10) (29.38)

iss on sale/discarded Property, plant and equipment
ain on sale of investment 182.79
(5.00)

indry Balances Written Back (net) (245.67) (614.53)

inance Expense 7,015.57 8,018.94

ad Debts Written off 101.36

ettlement of Claims (6,475.16) 302.54

Inwinding of Interest on loan to related party
air value of financial instruments (5.76) (476.14)
(1.28)

iovernment grant - income (365.49) (365.49)

Financial Guarantee Income (3.85) (0.77)

dvance rent 6.13 1.45

)PERATING PROFIT / (LOSS) BEFORE WORKING CAPITAL CHANGES (154.81) 499.35

Idjustments for

rade & other payables
nventories 640.92
15.66 ${817.42}$
0.07

frade & other receivables (483.73) 1,532.56

CASH GENERATED FROM OPERATIONS
Direct Tax (Paid)/ Refunds 18.04
(113.22) 1,214.56
24.58

NET CASH FLOW FROM OPERATING ACTIVITIES Total (A) (95.18) 1,239.14

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Property, Plant and Equipment (167, 78) (295.31)

Purchase of Intangible assets (500.00)

Purchase of Invastment
Proceeds from Sale of Investment (77.69)
196,55 31.85

Proceeds from Sale of Property. Plant and Equipment 0.47

Interest Income 21.10 29.38

NET CASH FLOW FROM INVESTING ACTIVITIES Total (B) (27.35) (734.08)

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from borrowings - Non current 2,960.00 3,220,74

Repayment of borrowings - Non current (1,060.00) (3,756.60)

Borrowing - current (Net)
Interest paid on borrowings (1,788.58)
(244.00) 1,402.08
(1, 172.85)

NET CASH FLOW FROM FINANCING ACTIVITIES Total (C) (132.58) (306.63)

Net Increase/(Decrease) In cash and cash equivalents $(A+B+C)$ (255.11) 198.43

Cash and cash equivalents at the beginning of the year 375,35 176.92

Cash and Cash Equivalents at the beginning of the year 120.24 375.35

Cash and Cash Equivalents at the end of the year 120.24 375.35

*Note:- Changes in liabilities arising from financing activities :

Particulars March 31, 2018 Cash flow INDAS Impact Other non cash
adjustment March 31, 2019

Long term borrowing (Refer Note no. 17 & 22) 42,469.34 1,900.00 144.94 996.38 43,517.90

Short term borrowing (Refer Note no. 20) 2.029.26 (1,788.58) 63.70 $\ddot{\phantom{a}}$ 304.38

Notes to the financial statements $1 - 57$

As per our Report of even date

For Chaturvedi & Shah LLP For Chatured & Shah LLP
Chartered Accountants
Firm Registration Number 101720W/W100355
$\left(\frac{1}{\sqrt{2}}\right)^{1/4}$ TURNEDTS

MU_MB

DACCOUN

× 扂

Vijav Napawaliya Partner Membership Number, 109859

Place : Mumbal
Date: May 27, 2019

For and on behalf of Board of Directors of
Arshiya Rail Infrastructure Limited

$\bullet$ ALL

Ajay S Mittal
Director
DIN : 00226355

Amardello Gupta
Chief Financial Officer

4г.

NOVARIU

Navnit Choudhary
Director DIN: 00613576

Avans Avani Dipakkumar Lakhani

Company Secretary

L CORPORATE INFORMATION:

Arshiya Rail Infrastructure Limited (CIN: U93000MH2008PLC180907) is a public company domiciled in India and Is Incorporated on April 7, 2008 under the provisions of the Companies Act applicable in India. The registered office of the company is located at 302, Level 3, Ceejay House, Shiv Sagar Estate, F-Block. Dr. Annie Besant Road, Worli, Mumbai- 400 018.

Arshiya Rail Infrastructure Limited (ARIL) is a subsidiary of Arshiya Limited (AL). AL is listed on Bombay Stock Exchange and National Stock Exchange. In April 2008, AL acquired a Category-I license to operate a pan-india rail logistic service, giving rise to ARIL. ARIL is a specialized entity of AL, offering unprecedented rail infrastructure, including private modern rakes, customized containers, Private Freight Terminal (PFT), pan-india network and superior connectivity. The company is engaged in Private Container Train Operator (PCTO) business and is holding Category-I license which allows the company to operate on Indian Rail network on pan India basis both Domestic and Exim Traffic. ARIL's unique offering provide unparalleled efficiencies with capability of large scale evacuation of cargo from Ports, Domestic Distriparks, Free Trade and Warehousing Zones, Inland Container Depot (ICD) and customer Sidings.

The financial statements of the Company for the year ended 31st March, 2019 were approved and adopted by board of directors in their meeting held on 27th May 2019.

2 BASIS OF PREPARATION:

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (indian Accounting Standards) Rules, 2015 (as amended) and the relevant provisions of the Companies Act, 2013 ("the Act").

The Company prepared its financial statements in accordance the Indian Accounting Standards (IND AS) are notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

The financial statements have been prepared on a historical cost convention, except for certain financial assets and liabilities, which are measured at fair value/ amortised cost.

The financial statements are presented in indian Rupees (Rs.), which is the Company's functional and presentation currency and all values are rounded to the nearest lakhs, except when otherwise indicated.

3 SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATE AND JUDGEMENT:

3.1 Property, Plant and Equipment:

Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes purchase price, borrowing cost and any cost directly attributable to the bringing the assets to its working condition for its intended use.

Depreciation on the property, plant and equipment is provided using straight line method over the useful life of assets as specified in schedule ii to the Companies Act, 2013. Depreclation on property, plant and equipment which are added / disposed off during the year, is provided on pro-rata basis with reference to the date of addition / deletion. Freehold land is not depreciated and under the previous GAAP land was revalued.

The asset's residual values, useful lives and method of depreciation are reviewed at each financial year end and are adjusted prospectively, if appropriate.

Capital work-in-progress includes cost of property, plant and equipment under installation / under development as at the balance sheet date.

Leasehold Improvements are depreciated over the period of lease.

Property, plant and equipment are eliminated from financial statement, either on disposal or when retired from active use. Profits / losses arising in the case of retirement / disposal of property, plant and equipment are recognised in the statement of profit and loss in the year of occurrence.

The Company has opted to continue with the carrying values of all of its property, plant and equipment as recognised in the indian GAAP financial statements as deemed cost at the transition date i.e. April 1, 2016.

3.2 Intangible Assets:

Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses, if any. Cost includes expenditure that is directly attributable to the acquisition of the intangible assets.

Identifiable Intangible assets are recognised when it is probable that future economic benefits attributed to the asset will flow to the Company and the cost of the asset can be reliably measured.

Railways License fees is amortised over a period of twenty years being the license period as per agreement.

Computer softwares are capitalised at the amounts pald to acquire the respective license for use and are amortised over the period of five years. The assets' useful lives are reviewed at each financial year end.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is derecognised.

The Company has opted to continue with the carrying values of all of its intangible assets as recognised in the Indian GAAP financial statements as deemed cost at the transition date i.e. April 1, 2016.

3.3 Leases:

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Company is classified as a finance lease.

The Company as a lessee

$(a)$ Finance lease

Assets acculred under finance lease are capitalized and the corresponding lease liability is recognised at lower of the fair value of the leased assets and the present value of minimum lease payments at the inception of the lease. initial costs directly attributable to lease are recognised with the asset under lease.

(b) Operating lease

Lease of assets under which all risks and rewards of ownership are effectively retained by the lessor are classified as operating lease. Lease navments under operating lease are recognised as expenses on accrual basis in accordance with the respective lease agreements.

The Company as a lessor

(a) Finance lease

When assets are leased out under a finance lease, the present value of the minimum lease payments is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income is recognised over the term of the lease using the net investment method before tax, which reflects a constant periodic rate of return.

The lessor derecognises the leased assets and recognises the difference between the carrying amount of the leased assets and the finance lease receivable in the statement of Profit and Loss when recognising the finance lease receivable.

(b) Operating lease

Rental income from operating leases is recognised in the statement of profit and loss on a straight line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets is diminished.

Initial indirect costs incurred in negotiating and arranging as operating lease are added to carrying value of the leased asset and recognised on a straight line basis over the lease term.

3.4 Inventories:

Inventories are valued at the lower of cost and net realizable value. The cost of inventories comprises of cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their respective present location and condition. Cost is computed on the First in first out basis.

3.5 Cash and cash equivalents:

Cash and cash equivalent in the balance sheet comprise cash at banks, cash on hand and short-term deposits with an original maturity of three month: or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net o outstanding bank overdrafts as they are considered an integral part of the Company's cash management.

3.6 Impalment of assets:

An asset is considered as impaired when at the date of Balance Sheet, there are indications of impairment and the carrying amount of the asset, o where applicable, the cash generating unit to which the asset belongs, exceeds its recoverable amount (i.e. the higher of the net asset selling price and value in use). The carrying amount is reduced to the recoverable amount and the reduction is recognized as an impairment loss in the statement o profit and loss. The impairment loss recognized in the prior accounting period is reversed if there has been a change in the estimate of recoverable amount. Post impairment, depreciation is provided on the revised carrying value of the impaired asset over its remaining useful life.

3.7 Financial instruments - Initial recognition, subsequent measurement and Impairment:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets -initial recognition and measurement:

All financial assets are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Financial assets are classified, at initial recognition as financial assets measured at fair value or as financial assets measured at amortised cost.

Financial assets - Subsequent measurement:

For the purpose of subsequent measurement, financial assets are classified in two broad categories:-

a) Financial assets at fair value

b) Financial assets at amortised cost

assets are measured at fair value, gains and losses are either recognised entirely in the statement of profit and loss (i.e fair value through profi RVEDIT recognised in other comprehensive income (i.e. fair value through other comprehensive income).

A financial asset that meets the following two conditions is measured at amortisad cost (net of any write down for impairment) unless the asset is designated at fair value through profit or loss under the fair value option.

a) Business model test: The objective of the Company's business model is to hold the financial asset to collect the contractual cash flow.

b) Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flow that are solely payments of principal and interest on the principal amount outstanding.

A financial asset that meets the following two conditions is measured at fair value through other comprehensive income unless the asset is designated at fair value through profit or loss under the fair value option.

a) Business model test: The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flow and selling financial assets.

b) Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flow that are solely payments of principal and Interest on the principal amount outstanding.

All other financial asset is measured at fair value through profit or loss.

Financial assets - Equity Investment in subsidiaries

The Company has accounted for its equity investment in subsidiaries at cost.

Financial assets - Derecognition

A financial assets (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company's statement of financial position) when:

a) The rights to receive cash flows from the asset have expired, or

b) The Company has transferred its rights to receive cash flow from the asset.

U) Financial liabilities - initial recognition and measurement:

The financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.

Financial liabilities - Subsequent measurement:

Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts are approximate at their fair value due to the short maturity of these instruments.

Financial Liabilities - Financial Guarantee contracts:

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor falls to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined and the amount recognised less cumulative amortisation.

Financial Liabilities - Derecognition:

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another, from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new llability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Compound instruments

An issued financial instrument that comprises of both the liability and equity components are accounted as compound financial instruments. The fair value of the liability component is separated from the compound instrument and the residual value is recognised as equity component of other financial instrument. The liability component is subsequently measured at amortised cost, whereas the equity component is not remeasured after initial recognition. The transaction costs related to compound instruments are allocated to the liability and equity components in the proportion to the allocation of gross proceeds. Transaction costs related to equity component is recognised directly in equity and the cost related to liability component is included in the carrying amount of the liability component and amortised using effective interest method.

ARSHIVA RAIL INFRASTRUCTURE LIMITED

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

3.8 Provisions, Contingent Liabilities, Contingent Assets and Commitments:

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using equivalent period government securities interest rate. Unwinding of the discount is recognised in the statement of profit and loss as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Information on contingent flability is disclosed in the Notes to the Financial Statements. However, when the realisation of income is virtually certain, then the related asset is no longer a contingent asset, but it is recognised as an asset.

3.9 Revenue recognition

Revenue is recognized upon transfer of control of goods (equipment) or rendering of services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

Income from services is recognized upon completion of services as per the terms of contracts with the customers. Revenue is measured based on the transaction price, which is the consideration, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.

Amounts billed for services in accordance with contractual terms but where revenue is not recognized, have been classified as unearned revenue and disclosed under current liabilities

Contract assets are recognized when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of involcing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned revenue ("contract liability") is recognized when there is billing in excess of revenues.

Revenue is measured at the amount of consideration which the company expects to be entitled to in exchange for transferring distinct goods or services to a customer as specified in the contract, excluding amounts collected on behalf of third parties (for example taxes and duties collected on behalf of the government). Consideration is generally due upon satisfaction of performance obligations and a receivable is recognized when it becomes unconditional.

Revenue fron sale of services e.g rail freight income recognised as per the terms of contracts with customers based on stage of completion when the outcome of the transactions involving rendering of services can be estimated reliably. For Fixed-price contract, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to provided (Percentage of completion method)

Measement of revenue : Estimates of revenues, cost or extent of progress toward completion are revised if circumstances change.Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

Revenue from handling and other ancillary services is recognised at the time of rendering of service which is at the time of loading/unloading of container/cargo.

Contract balances

Trade receivables

A receivable represents the Company's right to an amount of consideration that is unconditional.

Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made. Contract liabilities are recognised as revenue when the Company performs under the contract.

Interest Income:

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Dividend Income:

Dividend income is recognised when the right to receive the payment is established.

.10 Foreign currency reinstatement and translation:

Transactions in foreign currencles are initially recorded by the Company at rates prevailing at the date of the transaction. Subsequently monetary items are translated at closing exchange rates as on balance sheet date and the resulting exchange difference recognised in statement of profit and loss. Differences arising on settlement of monetary items are also recognised in statement of profit and loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the transaction. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the exchange rates prevailing at the date when the fair value was determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on Items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the statement of profit and loss, within finance costs. All other finance gains / losses are presented in the statement of profit and loss on a net basis.

1.11 Employee Benefits:

Short term employee benefits are recognized as an expense in the statement of profit and loss of the year in which the related services are rendered.

(a) Defined Contribution Plan

Contribution to Provident Fund, a defined contribution plan, is made in accordance with the statute, and is recognised as an expense in the year in which employees have rendered services.

(b) Defined Benefit Plan

Leave encashment being a defined benefit plan is accounted for using the projected unit credit method, on the basis of actuarial valuations carried out by third party actuaries at each Balance Sheet date. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the year in which they arise. Other costs are accounted in statement of profit and loss

The cost of providing gratuity, a defined benefit plans, is determined using the Projected Unit Credit Method, on the basis of actuarial valuations carried out by third party actuaries at each Balance Sheet date. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the period in which they arise. Other costs are accounted in statement of profit and loss.

Remeasurements of defined benefit plan in respect of post employment and other long term benefits are charged to the other comprehensive income in the year in which they occur. Remeasurements are not reclassified to statement of profit and loss in subsequent periods.

3.12 Taxes on Income:

income tax expense represents the sum of current tax (including MAT and income tax for earlier years) and deferred tax . Tax is recognised in the statement of profit and loss, except to the extent that it relates to Items recognised directly in equity or other comprehensive income, in such cases the tax is also recognised directly in equity or in other comprehensive income. Any subsequent change in direct tax on items initially recognised in equity or other comprehensive income is also recognised in equity or other comprehensive income.

Current tax provision is computed for income calculated after considering allowances and exemptions under the provisions of the applicable income Tax Laws. Current tax assets and current tax liabilities are off set, and presented as net.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the Balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all deductible temporary differences, carry forward tax losses and allowances to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, carry forward tax losses and allowances can be utilised. Deferred tax assets and liabilities are measured at the applicable tax rates. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available against which the temporary differences can be utilised.

Credit of MAT is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the MAT credit becomes eligible to be recognised as an asset, the said asset is created by way of a credit to the statement of profit and loss and shown as MAT credit entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT credit entitiement to the extent there is no longer convincing evidence to the effect that the Company will pay normal income tax during the specified period.

3.13 Borrowing Costs:

Borrowing costs specifically relating to the acquisition or construction of qualifying assets that necessarily takes a substantial period of time to get ready for its intended use are capitalized (net of income on temporarily deployment of funds) as part of the cost of such assets. Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowing of funds. For general borrowing used for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalization is determined by applying a capitalization rate to the expenditures on that asset. The capitalization rate is the weighted average of the borrowing costs applicable to the borrowings of the Company that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. The amount of borrowing costs capitalized during a period does not exceed the amount of borrowing cost incurred during that period. All other borrowing costs are expensed in the period in which they occur.

3.14 Earnings per share:

Basic earnings per share is computed using the net profit for the year attributable to the shareholders' and weighted average number of equity shares outstanding during the year.

Diluted earnings per share is computed using the net profit for the year attributable to the shareholders' and weighted average number of equity and potential equity shares outstanding during the year including share options, convertible preference shares and debentures, except where the result would be anti-dilutive. Potential equity shares that are converted during the year are included in the calculation of diluted earnings per share, from the beginning of the year or date of issuance of such potential equity shares, to the date of conversion.

3.15 Current and non-current classification:

The Company presents assets and fiabilities in statement of financial position based on current/non-current classification.

The Company has presented non-current assets and current assets before equity, non-current liabilities and current liabilities in accordance with Schedule III, Division II of Companies Act, 2013.

An asset is classified as current when it is:

a) Expected to be realised or intended to be sold or consumed in normal operating cycle,

b) Held primarily for the purpose of trading,

c) Expected to be realised within twelve months after the reporting period, or

d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when it is:

a) Expected to be settled in normal operating cycle,

b) Held primarily for the purpose of trading,

c) Due to be settled within twelve months after the reporting period, or

d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The Company has identified twelve months as its normal operating cycle.

3.16 Fair value measurement:

The Company measures financial instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place elther:

a) In the principal market for the asset or liability, or

b) in the absence of a principal market, in the most advantageous market for the asset or liability.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in Its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy.

3.17 Off-setting financial instrument:

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable rights to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable rights must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or Company or counterparty. bankru

3.18 Government Grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the company will comply with all attached conditions. Government grants relating to income are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate and presented within other income. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets and presented within other income.

3.19 Segment Reporting - Identification of Segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the company's chief operating decision maker to make decisions for which discrete financial information is available. Based on the management approach as defined in Ind AS 108, the chief operating decision maker evaluates the Company's performance and allocates resources based on an analysis of various performance Indicators by business segments and geographic segments.

3.20 Contributed Equity

Equity Shares are classified as equity, incremental costs directly attributable to the issue of new shares or options are shown in equity as deduction, net of tax from the proceeds.

3.21 Cash flow statement

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

3.22 Dividend Distribution

Annual dividend distribution to the shareholders is recognised as a liability in the period in which the dividends are approved by the shareholders. Any interim dividend paid is recognised on approval by Board of Directors. Dividend payable and corresponding tax on dividend distribution is recognised directly in other equity.

4 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS:

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based on its assumptions and estimates on parameters available when the financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

4.1 Property, plant and equipment and Intangible Assets:

Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful lives and residual values as per schedule il of the Companies Act, 2013 or are based on the Company's historical experience with similar assets and taking into account anticipated technological changes, whichever is more appropriate.

4.2 Income Tax:

The Company reviews at each balance sheet date the carrying amount of deferred tax assets. The factors used in estimates may differ from actual outcome which could lead to an adjustment to the amounts reported in the financial statements.

4.3 Contingencies:

Management has estimated the possible outflow of resources at the end of each annual reporting financial year, if any, in respect of contingencies/claim/litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy.

4.4 Impairment of financial assets:

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

.5 Impairment of non-financial assets:

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or Cash Generating Units (CGU) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent to those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less cost of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples or other available fair value indicators.

1.6 Defined benefits plans:

The Cost of the defined benefit plan and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

4.7 Recoverability of trade receivable:

judgements are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. Factors considered include the credit rating of the counterparty, the amount and timing of anticipated future payments and any possible actions that can be taken to mitigate the risk of non-payment.

4.8 Provisions:

Provisions are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows can take place many years in the future, the carrying amounts of provisions and ilabilities are reviewed regularly and adjusted to take account of changing facts and circumstances.

4.9 Fair value measurement of financial instruments :

when the fair value of financial assets and financial llabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

i
Distri 医皮肤 J,
Í
j 医眼球 $\mathcal{O}(\mathcal{O}(\mathcal{O}^2))$ and $\mathcal{O}(\mathcal{O}^2)$ 医心室计中心定义 and the fact that the con- (Rupees in lakhs)
i
Parti

Gross Carrying Value
As at April 1, 2017 15,138.85 309.52 25,507.44 10.74 35.91 2.21 14,283.94 55,288.61

Additions 204.81 40.92 ŧ , 49.60 295.33

Disposals (261.08) (3.80) (1.12) (266.00)

Other Adjustments ı (8.32) 8.32 ı $\ddot{\phantom{0}}$

As at March 31, 2018 15,343.66 309.52 25,278.96 5,54 44.23 SD 14,333,54 \$5,317.94

Additions 41.37 ı 0.72 55.03 70.66 167.78

Disposals (8.33) (8.33)

Other Adjustments ı

As at March 31, 2019 5,343.66 309.52 25,320.33 6.34 35.90 131 14,388.57 70.66 55,477.39

Accumulated Depreciation

As at April 1, 2017 63.11 2,546.51 195 7.07 3 1,154.50 3,773.16

Depreclation for the year 53.42 2,547.88 1.95 5.67 , 1,157.25 3,766.17

Deductions ı (81.05) (1.14) $\frac{8}{4}$ (0.02) [78.21]

As at March 31, 2018 , 116.53 5,013.34 2.76 16.74 ٠ 2,311.75 , 7,461.12

Depredation for the year $\frac{311}{2}$ 2,530.42 1.32 5.06 0.12 1,159.97 1.76 3,701.76

Deductions (7.86) (7.86)

As at March 31, 2019 119.64 7,543.76 4.08 13.94 0.12 3,471.72 1.76 11,155.02

Net Carrying value as at March 31, 2019 5,343.66 189.88 17,776.57 2.86 21.96 1.69 10,916.85 68.90 44,322.37

Net Carrying value as at March 31, 2018 5,343.66 192.99 20,265.62 4.18 27.49 1.09 12.021.79 47,856.82

Note :-In accordance with the indian Accounting Standard (IND AS-S ) on " impainment of Aserts", the mangement during the rearied out an exercise of identifying the assets that may have been impaired in accordance
التقدم

(Rupees in Jakhs)

Contract Contract Amazola, Indernati 医胆酸酯医麻疹 $\mathcal{O}(\mathcal{A}_1)$

Gross Carrying Value

As at April 1, 2017 213.31 3,208.33 3,421.64

Additions 500.00 500.00

Disposals

As at March 31, 2018 713.31 3,208.33 3,921.64

Additions ٠ ٠

Disposals ٠

As at March 31, 2019 713.31 3,208.33 3,921.64

Accumulated Amortisation

As at April 1, 2017 84.03 250.00 334.03

Amortisation for the year 114.61 249.84 364.45

Deductions

As at March 31, 2018 198.64 499.84 698.48

Amortisation for the year 148.04 249.84 397.88

Deductions $\overline{\phantom{0}}$

As at March 31, 2019 346.68 749.68 1,096.36

Net Carrying value as at March 31, 2019 366.63 2,458.65 2,825.28

Net Carrying value as at March 31, 2018 514.67 2,708.49 3,223.16

THER NON CURRENT FINANCIAL ASSETS

OTHER NON CURRENT FINANCIAL ASSETS (Rupees in lakhs)

Single and Edition $\sim 10^{-11}$ .
NEEGE 特別項関係
$\cdots$ 次には、
TO DEPTED SOCKET TO

Unsecured, considered good unless otherwise stated

Financial assets carried at amortised cost

Security Deposits 57.88 14.21

Financial Guarantee 605.76 804.39

Total 663.64 818.60

OTHER NON CURRENT ASSETS

OTHER NON CURRENT ASSETS (Rupees in lakhs)

$114.17 - 24.23 + 14.14$ Sample
临床船的化铅酸盐 the senie was an
وتار الم
MATTRACKET WARD

Unsecured, considered good unless otherwise stated

Capital Advances 869.64 864.64

Advances other than Capital advances

- Other Advances - gratulty (Refer Note 37) 10.05

- Prepaid Rent 1.89 3.79

- TDS Receivable 458.59 345.37

- Service tax paid under protest 5.14 3.87

Total 1,335.26 1,227.72

IMMENTOBEE 9

$\ddot{\textbf{s}}$

INVENTORIES (Rupees in lakhs)

ablick water
and a start to the
$\sim$ $\sim$ $\sim$
Service State $\sim$ 100 $\pm$ $1.5 - 2.1$
$\mathcal{A} \in \mathbb{C}^2 \left( \mathbb{R} \right) \times \mathbb{R}^2 \times \mathbb{R}^2 \times \mathbb{R}^2$ 低频效率
$-1000000000000000000000000000000000000$

Stores and Spares 15.66

Total 15.66

10 CURRENT ASSETS - TRADE RECEIVABLES

CURRENT ASSETS - TRADE RECEIVABLES (Rupees in lakhs)

Children eine $A\mathcal{D}_0$ .
(59) 四年, 40日。 ·上学や女い
$\langle \langle \hat{V}{\rm L}(\vec{a})\rangle \rangle \simeq \langle \hat{V}{\rm L}(\vec{a})\rangle$

Trade Receivables considered good - Secured
Trade Receivables considered good - Unsecured
Trade Receivable which have Significant increase in Credit Risk
Trade Receivable -credit Impaired 1,323.33
29.11 666.59
4.39

Less: Provision for expected credit loss 1,352.44
29.11 670.98
4.39

29.11 4.39

Total 1,323.33 666.59

1 CURRENT ASSETS - CASH AND CASH EQUIVALENTS

CURRENT ASSETS - CASH AND CASH EQUIVALENTS (Rupees in lakhs)

dealers and the (後書)
ਾਮਨ ਦੇ ਪੁੱਛ ਲੋਬੋਲ A. 50
Patha Dec 2017 Personal

Balances with banks in current accounts
Cash on hand 119.96
0.28 375.29
0.06

Total 120.24 375.35

CURRENT ASSETS - OTHER BANK BALANCES $\overline{a}$

CURRENT ASSETS - OTHER BANK BALANCES (Rupees in lakhs)

Foreign control 100 T.
2011年3月 4回 $13.5 - 14.$
$\begin{tabular}{ c c c c c c c c c c c c c c c c c c c$

Deposits with banks to the extent held as margin money
Interest Accrued on Fixed Deposit 258.12
9.18 357.68
28.48

Total 267.30 386.16

13 OTHER CURRENT FINANCIAL ASSETS

OTHER CURRENT FINANCIAL ASSETS (Rupees in lakhs)

Hold Angelfals - $\cdots$ $28.000000000000000000000000000000000000$
西南北省 2011-408-801 28. HO
- 成都市中央 - 小梅鞋

Unsecured, considered good unless otherwise stated
Financial assets carried at amortised cost
Security Deposits
Financial Guarantee 73.44
248.93 111.83
236.76

Total 322.37 348.59

OTHER CHROCKT ACCETS ${\bf 14}$

OTHER CURRENT ASSETS (Rupees in lakhs)

发射计编辑: $-3.111111111111111111111111111111111111$
の行(時の)以前的 SALLAS
高額经工程

Advances other than Capital advances

- Advances to Related Parties 0.23

- Advances to Suppliers 39.84 81.34

- Advances to Employees 2.87 $-16.58$

-Others 16.54 15.55

Others

- Other receivable 35.66 35.66

- Prepaid expenses 1.54 2.02

- Balance with Government Authority 37.36 157.08

Total 133.81 308.46

(Runees in lakhs)

transference are amounted

みんこま $\lambda = 100$

1.7333333333 不可一样网络医根廷 $\mathbb{E} \left[ \sum_{i=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j$

i) Authorised Share Capital

Equity Shares

4,36,50,000 (As at March 31, 2018: 4,36,50,000) Equity shares of Rupees 10 each 4,365.00 4,365.00

Preference Shares

13,50,000 (As at March 31, 2018: 13,50,000) Preference Shares of Rupees 10 each 135.00 135.00

Total 4,500.00 4,500.00

ii) Issued, Subscribed & Fully Paid up

4,23,84,417 (As at March 31, 2018: 4,23,84,417) Equity Shares of Rupees 10 each 4,238,44 4,238.44

Total 4,238.44 4,238.44

ii) Reconciliation of number of Equity Shares outstanding at the beginning and at the end of the year:

The Assistant $53 - 243323333334 +$
All the Council of 1.344467416
Report Follows (1993)
All research

Equity Share Capital
Equity shares of Rupees 10 each issued, subscribed and fully paid
At April 1, 2017
issued during the year 4,23,84,417 4,238,44

At March 31, 2018 4,23,84,417 4,238.44

Issued during the year ۰

At March 31, 2019 4,23,84,417 4,238.44

Terms/rights attached to equity shares

The company has only one class of equity shares having par value of Rupees 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

III. Details of shareholders holding more than 5% shares in the company

Report Allie Shouldwide SCOTTINE PORT OFF THERE ALCOHOL: 在以市场或日间的 100 2000 AND TO

administr 小小的面包
$\sim$ $\sim$ $\sim$ Significant TELEVISION
in na

Equity shares of Rupees 10 each fully
paid

Arshiva Limited (Holding Company)
Shares held by Nominee and jointly 4,23,83,817 100.00 4,23,83,817 100.00

shareholders 600 600

ARSHIYA RAIL INFRASTRUCTURE LIMITED

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

(Rupees in lakhs)

16 $\alpha_1+\alpha_2=-2$ 2000 $\sum_{\alpha\in\mathbb{Z}}\alpha_{\alpha}^{\alpha}$ and $\sum_{\alpha\in\mathbb{Z}}\alpha_{\alpha}^{\alpha}$ (44) 177
in which are deliber

Securities Premium Account
Retained Earnings
Equity Component of loan from Parent Company Equity Component of Guarantee given by Parent Company 38,123.31
(58, 116.26)
1,624.45
171.37 38,123.31
(53,932.75)
1,564.45
171.37

Total (18, 197.13) (14,073.62)

L.) Cancellon Bronchum Annount

(9) SECRIPTES LIGHTWIT LAWARD Inchestra in Inggrad

Chavalization
1.11111111111111111111111111111111111
1.111 947, 51
法控制者将行网络山 $213 - 10$
有任何人的,继续的。

Opening balance
Add: On issue of Equity shares 38,123.31
۰ 38,123.31
٠

Closing Balance 38,123.31 38,123.31

IRUnger in labbel

(b) Retained Earnings (Rupees in lakhs)

* Carolina Gare → 14
西山區頭腹腔张江县
ingeres regulators

Opening balance
Add/(Less): (53, 932, 75) (43, 189.57)

Net Profit/(Loss) for the year (4, 159.12) (10, 745.75)

Other comprehensive income (24.39) 7.19

Equity component of Guarantee given (4.62)

Closing balance (58.116.26) (53, 932.75)

(c) Equity Component of Guarantee given by Parent Company (Rupees in lakhs)

the Group C $\mathcal{H}{\text{N}}\times\mathcal{H}{\text{N}}$
法无投行权化二磷铀铅 Chone
网络网络网络

Equity Component of Guarantee given by Parent Company
Opening balance
Add/(Less): Transaction during the year 1,564.45
60.00 1,564.45
$\blacksquare$

Closing balance 1,624.45 1,564.45

(d) Nature & purpose of Reserves

Securities Premium Account:

Securities premium reserve represents the amount recelved in excess of the face value of the equity shares. The utilisation of the securities premium reserve is governed by the Provision of Companies Act, 2013.

Retained Earnings:

Retained Earnings are the profits/losses of the Company earned till date net of appropriations.

Equity Component of Guarantee given by Parent Company:

The fair value of financial guarantees given to the lenders of the Company by the Parent Company is recognised as a deemed equity component.

Equity Component of loan from Parent Company:

The difference between the fair value of interest free loans on the date of issue and the transition price is recognised as a RVEDIA OF med equity component by the Parent Company.

of computation of the fair value benefit, the Company has estimated the fair value of the finant date of .
If considering complete market interest rates adjusted to the facts and circumstances rel

NON CURRENT BORROWINGS $\overline{r}$

NON CURRENT BORROWINGS (Rupees in lakhs)

Recognized Print $\mathcal{V}_{\mathbf{X}} = \mathcal{A}$ $\langle \sigma \rangle_{\rm{M}} = \langle \sigma \rangle_{\rm{M}}$
新加拿马鎮, 神病如 -----------------------------------

Secured
-Term Loans
From Others (refer note 17.1 below) 31,902.67 making and a community product of the first
33,538.04

Total 31,902.67 33,538.04

7.1 Rupee term loan from other parties :-

Rupee term loans (including current maturity) of Rupees 33,647.31 lakhs (March 31, 2018 : Rupees 33,538.04 lakhs) are secured by

(1) Details of Security

i. First charge on all movable assets (including rakes, containers, equipment's) and immovable properties of the company both present and future on pari passu basis.

ii. Second charge by way of Hypothecation of the entire current assets of the company on pari passu basis.

iii. Pledge of 100% equity shares of the Company held by Promoters.

iv. Personal guarantees from Promoters of Holding Company.

v. Corporate Guarantee from Holding Company.

(2) Terms of Interest rate:

on Term Loans from others 10% p.a. compounded quarterly,

(3) Terms of repayment :-

(Kupees in lakhs)

a e 有权化偏极电路留下不好的有罪三

a New
1.15 $10 - 18$
2019-2020 10.1411
1,744.63

2020-2021 6,139.19

2021-2022 2,276.52

2022-2023 23,954.16

Total 34,114.50

(4) The amortised cost disclosed above is net off of incidental cost of borrowings aggregating to Rupees 467.19 lakhs for March 31, 2019 and Rupees 612.13 lakhs for March 31, 2018.

$\sim$ $\sim$ $\sim$

NON CURRENT LIABILITIES - PROVISIONS $\overline{18}$

NON CURRENT LIABILITIES - PROVISIONS (Rupees in lakhs)

The Street Pr $\langle \Delta \rangle_{\rm crit}$
西日市观復興中心合計
METHODOLOGISTICS

Provision for employee benefits
Gratuity (Refer Note 37)
Leave encashment (Refer Note 37) 72.03
48.49 16.42

Total 120.52 16.42

19 OTHER NON CURRENT LIABILITIES

OTHER NON CURRENT LIABILITIES (Rupees in lakhs)

(1991) SEPARED 2
$\cdots$ $\cdots$ $\cdots$
CONTRACT
$ -$
$-2$ $-2$ $-1$ $-1$ $1.363 \pm 0.001$
Benedicty Reads 合約子程

Government Grants 1,632.32 1,723.69

Total 1,632.32 1,723.69
.

CURRENT BORROWINGS 20

CURRENT BORROWINGS (Rupees in lakhs)

$-12F_{1}^{2}u_{1}^{2}u_{2}^{2}u_{3}^{2}u_{4}^{2}u_{5}^{2}u_{6}^{2}u_{7}^{2}u_{8}^{2}u_{9}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{1$
Charles Comment
and and the Controller 大阪市 (1988)

Unsecured Loans from Holding Company (refer note 20.1 below & Note 41) 304.38 2,029.26

Total 304.38 2,029.26

20.1 Interest free loan upto 1 year and repayable on demand.

21 CURRENT LIABILITIES- TRADE PAYABLES (Rupees in lakhs)

the state of the バイト分数
ੀਨ ਦੇ ਪ੍ਰੋਜ਼ ਉਸਨਾ $\mathcal{L}{\mathcal{L},\mathcal{S}}^{\mathcal{L}}=\mathcal{L}{\mathcal{L},\mathcal{S}}^{\mathcal{L},\mathcal{S}}$
2011 网络网络网络科

Total outstanding dues of Micro and Small Enterprises (Refer note 39 & 52)
Total outstanding dues of creditors Other than Micro and Small Enterprises
(Refer Note 52) 15.77
1,307.44 5.24
620.88

Total 1.323.21 FJF 12

22 OTHER CHROSENT CHANGES HARDITIES

OUTLIES CONSISTED IN SERVICE SECRETIVE ferminage in teerist

and a resolution A. 06.
武統保政以知固确地 U.S. IS
早的经济生物资

Financial Llabilities at amortised cost

Current maturities of long term borrowings

Term Loans from banks (Refer Note 22.1)* 6,910.60 8,931.30

Term Loans from others (Refer Note 17.1 & 22.2) 4,704.64

Interest accrued and due on borrowings** 11,710.49 13,183.84

Interest accrued but not due on borrowings 3,280.15 1,370.35

Security Deposit 41.44 57.64

Financial Guarantee 3.85

Others

Project Creditors(Refer Note 35 & 52) 959.28 1,054.01

Employee's Dues *** 216.98 103.59

Payable for Expenses 280.10 502.26

Total 28,103,68 25,206.84

* Include Loan aggregating to Rupees 6,910.60 lakhs (March 31, 2018: Rupees 8,931.30 lakhs) recalled by banks.

**Include interest accrued and due on Term Loans aggregating to Rupees 8,289.98 lakhs (March 31, 2018: Rupees 11,893.70 lakhs) recalled by banks.

** Include Interest accrued and due on Term Loans aggregating to Rupees 390.64 lakhs recalled by others.

*** Include Full and Final settlement of Rupees 25.28 lakhs (March31, 2018 Rupees 14.04 lakhs)

22.1 Rupee term loan from Banks :-

Rupee term loans of Rupees 6910.60 lakhs (March 31, 2018 : Rupees 8931.30 lakhs) are secured by (1) Details of Security

i. First charge on all movable assets (including rakes, containers, equipment's) and immovable properties of the company both present and future on pari passu basis.

ii. Second charge by way of Hypothecation of the entire current assets of the company on pari passu basis.

iii. Pledge of 100% equity shares of the Company held by Promoters.

iv. Personal guarantees from Promoters of Holding Company.

v. Corporate Guarantee from Holding Company/ Promoter.

(2) Terms of Interest rate:

on Term Loans from Banks from 10.45% p.a - 16.25% p.a.

(3) Terms of repayment :-

(Rupees in lakhs)

ست 网络南南荷尼亚 1971
1976 - 00.03

1.1111 传取平柏利

2012-2013 22.50

2013-2014 75.00

2014-2015 277.50

2015-2016 3,695.60

2018-2019* 2,840.00

Total 6,910.60

ATTURNED
Note no. 48

I MUMBALL

$\frac{1}{2}$
'n

≪

IDionnal to Infinit

Accent

(4) Amount and period of default in repayment of borrowings

(Rupees in lakhs)

護士の超 29 雪鈴
and the con-

there is a lister.
the control of the ×
$\sim$ 100 $\sim$ 100 $\sim$ Christian
The company of the company of $\frac{A_{1}I_{B}(\mathbf{z})\mathbf{1}{B}B{1}B_{2}B_{3}B_{1}B_{1}B_{2}}{2}=\frac{1}{2}\sum_{i=1}^{n}\frac{A_{i}}{A_{i}}\sum_{j=1}^{n}\frac{A_{j}}{A_{j}}B_{j}B_{j}B_{j}B_{j}B_{j}B_{j}B_{j}B_{j}B_{j}B_{j}$

Current maturity of Rupee Term loans 22.50 2012-13

75.00l 2013-14

277.50 2014-15

3,695.60 2015-16

2,840.00 2018-19

Total 6,910.60

22.2 Rupee term loan from Others :-

Rupee term loans of Rupees 2,960.00 lakhs are secured by

(1) Details of Security

i. First pari passu charge on all present and future cash flows of the Company

ii. First parl passu charge on all movable assets and immovable assets of the company.

ill. Charge on cash flows and movable assets by deed of Hypothecation.

Iv. Personal guarantees from Promoters of Holding Company.

v. Corporate Guarantee from Holding Company.

(2) Terms of Interest rate:

on Term Loans from others @ 20% p.a payable quarterly

(3) Terms of repayment :-

Total 2.960.00

2022-2023* 2,960.00

. 1.7777
STANDARD OF ALL
. .
- 11 C. 20034 BMHS

TREAT ADMITS

(Rupees in lakhs)

* During the year the loan has been recalled by others.

{4} Amount and period of default in repayment of borrowings

(Rupees in lakhs)

$\sim$ (法科学Stand dieter)

4. 计扫描器的程序
$\sim 1000$ km s $^{-1}$
1.11
Command 0.98134
and the con-
The commission from the District of the second in

Current maturity of Rupee Term loans 2,960.00 2018-19

Total 2,960.00

** Amount and period of default in payment of interest on borrowings**

$-$ 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0 (Rupees in lakhs)

第十四法一组复 .

Contract the state of the
$\mathcal{L}{\text{eff}}^{\text{eff}}= \mathcal{L}{\text{eff}}^{\text{eff}}\mathcal{L}_{\text{eff}}$ 21.642
$1.11 - 1.1$ Costletto
the contract of the second contract of the contract of the
Signal

Interest accrued & due on borrowing 2013-14
2014-15
2015-16
2016-17
2017-18
2018-19 965.05
876.51
1,035.94
1,287.23
1,512.65
2,612.60 1,378.00
2,042.51

Total 8,289.98 3,420.51

OTHER CURRENT LIABILITIES š

OTHER CURRENT LIABILITIES (Rupees in lakhs)

the problems of plan
. $-3.7 - 3.7$
$\label{eq:QCD} \sqrt{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \left( \frac{1}{2} \right) \right) \left( \frac{1}{2} \left( \frac{1}{2} \right) \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right$ 98. S
$\mathcal{N}_\mathbf{z}$ . Then $\mathcal{D}$ is a $\mathcal{D}$

Advance received from Customers
Other Advances
Government Grants 107.02
0.51
365.49 151.12
1.74
639.61

Others
Statutory Liabilities*
Interest on Delayed payment of Statutory dues 811.31
590.57 698.99
426.77

Total 1,874.90 1,918.23

* Statutory liablities include TDS, Goods & Service Tax, Service tax, PF, ESIC payable, Employee professional tax

GOVERNMENT GRANTS (Rupees in lakhs)

Service address? AVAIL
550 Peaches and allege $\langle \cdot \rangle_{\rm{c}}$ , $\langle \cdot \rangle_{\rm{B}}$ ,
Ship bush and a

Opening balance
Released to statement of profit and loss 2,363.30
(365.49) 2,728.79
(365.49)

Closing balance 1,997.81 2,363.30

Current 365.49 639.61

Non Current 1,632.32 1,723.69

THE UPPER BOOMERING $24$

CURRENT LIABILITIES - PROVISIONS (Rupees In lakhs)

$\begin{smallmatrix}&&1\1&1&1&1&1&1&1&1&1&1&1&1&1&1&1&1&1&1&1$
$\cdots$
BR 1999 1.11111111111111111111111111111111111 $(A, \alpha)$
(布服飛鳥, 小陸) 春い活動
Anders Miller

Provision for employee benefits
Leave encashment (Refer Note 37) 10.61 3.69

Total 10.61 3.69

REVENUE FROM OPERATIONS (Rupees in lakhs)

ma Paugelerici The STELLINGS CONTROL
网络短裙疏水御越三月二 Mass carriers.
TANK SE RESERVE
a consumer and support

Rail Freight Income
Road Freight Income
Handling Income
Terminal Income 12,098.57
722.70
626.06
167.50 12,338.16
440.86
643.90
175.40

Total 13,614.83 13,598.32

UINLIN INVUNIL (vahaas III ISKU2)

steamboxeners. Sexus stability is
单纯相同美国神话 Robert Middle
$\label{eq:20} \mathcal{M} = { \begin{array}{rcl} \mathcal{M} & \mathcal{M} & \mathcal{M} \ \mathcal{M} & \mathcal{M} & \mathcal{M} \end{array} \right.$

Interest income on Financial assets carried at amortised cost

Unwinding of interest on loan to related party 168.45

Unwinding of interest on Security deposit 5.76 1.28

Other interest income

Interest on Bank fixed deposits 21.10 29.38

interest income on income tax refund 16.92

Income on derecognistion of related party loan 307.69

Other Income

Government Grants 365.49 365.49

Financial Guarantee Income 3.85 0.77

Sundry Balance/ Excess provision Written Back 245.67 553.46

Gain on sale of investment 5.00

Miscellaneous Income 10.95

Total 641.87 1,459.39

COST OF OPERATIONS (Rupees in lakhs)

PASSING PORT 第23 新闻:
所以同种明, 网络 $\mathcal{H}$ is a contribution of $\mathbb{R}^2$

Rail Freight Expenses
Road Freight Expenses 9,434.84
687.64 10,172.63
448.10

Handling Expenses 227.76 231.86

Terminal Expenses
Other operating expenses 357.55
692.48 304.26
350.53

Total 11,400.27 11.507.38

EMPLOTEE DENENTO EAPERSE IUMNEES III IAKUSI

market a spen ROBLEMBAG.
េ ខេត្ត ភេ គ ្នោះ (វីឌី)
$\langle W_{\mathcal{E}}\rho_{\mathbf{q}}\left(\mathbf{q},\mathbf{r}\right)\rangle=\sqrt{3}\langle\mathbf{q}-\mathbf{q}\left(\mathbf{q},\mathbf{r}\right)\rangle\rangle.$
國家重复的

Salaries, wages and bonus
Contribution to provident and other funds
Staff welfare expenses 1,037.47
776.16
23.21
15.09
61.23
35.54

Total 1,121.91
826.79

PINANCE COST (Unheres III ISKIS)

特征科技群组织。 Replacement You destroy Sale

通讯公司次, 风味酸再不时啊确能的

Interest expense on Financial liabilities measured at amortised cost

Interest expense on borrowings 6,476.99 7,451.08

Unwinding of interest for loan from related party (Refer Note 41) 63.70 56.88

Interest expense on Security Deposit 1.24 1.24

Interest expense others

Interest on Delayed Payment of Statutory Dues 167.51 263.01

Interest on MSME vendors 0.50

Other borrowing costs

Guarantee Commission Expense 246.46 240.56

Interest Charges Others 53.33

Bank charges 5.84 6.17

Total 7,015.57 8,018.94

DEPRECIATION AND AMORTISATION EXPENSES
30 (Rupees in lakhs)

1940年11月10日1月12日 (and the car 15. 法国际国际统 中国

$\cdots$ 《新行》(4) 《印》(《新记》) 高标准频, 烟瓶。

Depreciation on tangible assets 3,701.76 3,766.16

Amortisation on intangible assets 397.88 364.45

Total 4,099.64 4,130.61

OTHER EXPENSES NUMBER (Rupees in lakhs)
Thus collected

Service Controller 48. 不限
1983.1 Portrait Reported in

Repairs and maintenance

- Building 16.73 17.97

- Others 58.25 46.10

Advertisement 35.62 38.79

Payments to Auditors (Refer note below) 12.50 8.50

Bad Debts written off 101.36

Electricity charges 33.81 28.54

Insurance 21.45 18.41

Legal and professional fees 176.32 75.94

Rates and taxes 15.89 7.36

Rent 472.99 374.08

Printing and Stationary 16.08 7.82

Office Expenses 32.26 13.38

Security charges 59.11 45.14

Telephone and internet expenses 25.47 18.07

Travelling & conveyance expenses 185.37 46.98

Vehicle Expenses 44.54 28.18

Allowance for doubtful debts and advances 24.71

Miscellaneous expenses 22.19 18.86

Loss on sale of scrap 0.30

Total 1,253.59 895.48

(a) Details of Payments to auditors (Rupees in lakhs)

Alberta Ro

As Statutory Auditor
Audit Fee 12.50 8.50

Total 12.50
$-1$
$\overline{\phantom{a}}$ 8.50

Property of East TOURSES
We
trial $\langle \psi_1, \Psi \rangle \langle \psi \rangle$ (MELES) - 次, (4)的是第

Sundry Balance / excess provision written back (61.07)

Loss on sale/discarded of Property, plant and equipment 182.79

Settlement of Claim (6,475.16) 302.54

Total (6,475.16) 424.26

33 Earnings per share (Basic and Diluted)

Programmed $A \cup I$
20 tod - 31 2006 - $2.7 - 1.0$
高角癣法受诉状的

Profit available to equity shareholders
Profit/(Loss) after tax (A) (Rupees in Lakhs) (4, 159.12) (10, 745, 75)

Number of equity shares
Weighted average number of equity shares outstanding (Basic and Diluted) (B) 4,23,84,417 4,23,84,417

Basic & Diluted earnings per share(A/B) (Rupees) (9.81) (25.35)

Nominal Value of an equity share (Rupees) 10 10

34 CONTINGENT LIABILITIES & COMMITMENT

(To the axtent not provided for)

I) Capital Commitments

(Rupees in lakhs)

A. Seather A. 2019 (1999) 1999 (1999) 1999

Business Br $1.5$ Fig. , $1.6$ $1.66$ $1.7$ . 1939) 490 (PDF) 79

Estimated amount of contracts remaining to be executed on capital account and not provided for inet

of advances paid) 475.64 400.98

Cash outflow expected on execution on such capital contracts

(ii) Contingent liabilities:

(Rupees in lakhs)

in an an a Mensilves and the 57Na(b)
Modas.

(a) Carrier Bond (Bond has been given to Principal of custom for the safeguarding duty liability on goods
movement from respective ports to ICD Khurja) 675.00 1,080.00

(b) Bank Guarantee 101.25 162.00

(c) Letter of Credit (Letter of Credit given in favour of Railways for availing e-freight facility for haulage
(payment) 100.00 100.00

(d) Claims Against the Company not acknowledged as Debt 23.39 23.39

(e) Service tax Demand 51.55 51.55

No Cash outflow is expected in near future

35 Certain creditors have initiated legal proceedings against the company and its directors and the company has defaulted in payment of instalments of consent terms for which the company is in process of negotiating and finalising the revised consent terms. Majority of the creditors have been settled over the past faw years and some of the creditors have also shown interest and faith not only in logistics and infrastructure sector but also in the Company and are being allotted equity shares of Holding Company.

36 Operating lease commitments - Company as lessee

The company has taken office on lease under non-cancellable operating lease expiring at the end of 3 years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotlated.

The company has paid Rupees 340.65 lakhs (March 31, 2018: Rupees 278.56 lakhs)during the year towards minimum lease payment.

(Rupees in lakhs)

TELEVISION
BARDON INC. $\mathcal{L}^{\mathcal{A}}$ . TILL CALL AND MODELS
P.Eleit kezhik: 中国人民的社会社会
$950\%$ , $Y$ , $500\%$

Commitments for minimum lease payments in relation to non cancellable operating leases are as

follows

Future Lease Payment:

a) Within one Year 351.92 340.65

b) Later than one year but not later than five years 699.19 1,051.11

c) Later than five years

Total 1.051.11 1,391.76

Lease rents recognised as expense in the year 340.65 278.56

37 EMPLOYEE BENEFIT

ACCOUN

37.1 Disclosure pursuant to Indian Accounting Standard (IND AS) 19 - Employee Benefits

(a) Defined contribution plans

Contribution to Defined Contribution Plan, recognised as expenses for the years are as under:

(Rupees in lakhs)

ESTANGER- . Stationary $\cdots$

Employer's Contribution to Provident Fund 7.00 5.46

Employer's Contribution to Pension Scheme 15.88 12.40

Employer's Contribution to ESIC 0.33 0.78

(b) Brief descriptions of the plans
The Company's defined contribution plans are Provident Fund and Employees State insurance where the Company has no further obligation beyond
making the contributions. The Company's defin Company's policy.

(c) Leave Obligations

----------------------- --

Leave Obligations (Rupees in laidss)

CAROLLE $-100 - 100$ RELOPS OF STREET
$100 - 1000$ 网络山脉的第三
the contract of the contract of the

Provisions for Leave encashment
Current
Non-Current 10.61
48.49 3.69
16.42

Total 59.10 20.11

(d) Defined benefit plan - Gratuity:

பனான ஊண்டியை – அவ்வடி:
The employee's Gratuity fund is managed by the Life insurance Corporation of India. The present value of obligation is determined based on actuarial
valuation using the Projected Unit Credit Method,

Particulars March 31, 2019 March 31, 2018

I. Actuarial assumptions

Mortality Table Indian Assured Ilves Indian Assured lives

Mortality (2006-08) Ult Mortality (2006-08) Ult

Discount rate 6.95% 7.40%

Expected return on plan assets 6.95% 7.40%

Salary Escalation Rate 9.00% 7.00%

Withdrawal Rate 17.00% 15.00%

Retirement Age 58 Years 58 Years

11. Change in Present value of defined benefit obligations

Liability as at the beginning of the year 47.31 37.19

Interest cost 3.50 2.30

Current service cost 19.62 7.78

Benefits paid (2.95) (0.93)

Actuarial (gain)/loss on obligations 24.39 0.98

Acquisition adjustment 41.75

Liability as at the end of the year 133.62 47.31

III. Change in Fair value of plan assets

Fair value of plan assets as at the beginning of the year 57.35 46.28

Expected return on plan assets 4.23 14.01

Actual Enterprise's Contributions 0.93

Benefits paid (0.93)

Actuarial gain/(loss) on plan assets (2.93)

Fair value of plan assets as at the end of the year 61.58 57.35

IV. Actual return on plan assets

Expected return on plan assets 4.23 14.01

Actuarial gain/(loss) on plan assets (2.93)

Actual return on plan assets 4.23 11.08

V. Liability recognised in the Balance Sheet 133.62 47.31

Liability as at the end of the year 61,58 57.35

Fair value of plan assets as at the end of the year 72.03 (10.05)

Liability/ (Asset) recognised in the Balance Sheet

VI. Percentage of each category of plan assets to total fair value of plan assets

Insurer managed funds 100% 100%

VII. Amount recognised in the Statement of Profit and Loss

Current service cost 19.62 7.78

Interest cost 2.30

Expected return on plan assets (0.74) (14.01)

Net actuarial (gain)/loss to be on obligation

Expense/ (income) recognised in Statement of Profit and Loss 18.88 (3.93)

VIII. Amount recognised in the Other Comprehensive Income (OCI)

Amount recognised in OCI, beginning of the year (7.29) (0.10)

Components of actuarial gain/losses on obligations
RVEDI & S

de to Change in financial assumptions 16.19 (1.16)

Searc Change in demographic assumption (1.82)

10.02 2.13

(2.93)

MUMBA Emerico Change in experience assumption
MUMBA Emerica return on plan assets

programmer and the processes of the series
Starting in Asset Ceiling
Riggs remasurement recognised in OCI 24.39 (7.19)

IIL Balance Sheet reconciliation

Opening net liability (10.05) (9.09)

Expenses recognised in Profit & Loss 18.88 7.16

Actual Employer Contribution (2.94) (0.93)

Total Remeasurement recognised in OCI 24.39 (7.19)

Acquisition adjustment 41.75

Closing net llability 72.03 (10.05)

(e) Salary escalation assumption has been set in discussions with the enterprise based on their estimates of overall long-term salary growth rates after taking into consideration expected earnings Inflation as well as performance and seniority related increases.

37.2 Sensitivity analysis:

Anthenanced mass-laser
Particulars Changes in
assumptions Effect on Gratulty
obligation (Rupees in
lakhs)

For the year ended 31st March, 2018

Salary growth rate $+0.50%$ 47.66

Discount rate $-0.50%$
$+0.50%$ 45.40
45.41

For the year anded 31st March, 2019 $-0.50%$ 47.66

Salary growth rate $+0.1%$ 140.38

$-0.1%$ 127.32

Discount rate $+0.1%$
$-0.1%$ 127.26
140.58

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In pratice, this is unlikely to occur, and changes in some of the assumptions may be correlated. In presenting the above sensitivity anaysis, the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same as that applied in calculating the defined obligation liability recognised in the balance sheet.

These plans typically expose the Company to actuarial risks such as: longevity risk and salary risk.

(A) Interest risk - A decrease in the discount rate will increase the plan ilability.

Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants. As such, an increase the plan's liability.

(C) Salary risk The present value of the defined pian liability is calculated by reference to the future salaries of plan participants. As such, as increase in the salary of the plan participants will increase the plan's liability.

37.3 The weighted average duration of the defined benefit obligation at the end of the reporting period is 5 years (31st March, 2018 6 years).

38 Disclosure pursuant to Indain Accounting Standard 108 - Operating Segment

The company is engaged in Private Container Train Operator (PCTO) business and is holding Category-I license which allows the company to operate on Indian Rall network on pan India basis both Domestic and Exim Traffic. In the opinion of the company, the entire operations are governed by the same set of risks and returns and hence the same has been considered as representing a single primary segment.

The company provides services within India and hence does not have any operation in economic environments with different risks and returns. Hence, it is considered that the company is operating in a single geographical segment.

Customers individually contributes to more than 10% of revenue :-

There are 2 customers (March 31, 2018 - 3 customers) aggregating to Rupees 8,179.24 lakhs (March 31, 2018 Rupees 8,619.29 lakhs) constituting 60% ( March 31, 2018- 64%) of Revenue.

39 DISCLOSURES UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006 (MSMED ACT, 2006)

To the extent, the company has received intimation from the "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006, the details are provided as under

(Rupees In lakhs)

An United States

(I) Principal amount remaining unpaid 15.77 5.24

(ii) interest due thereon remaining unpaid 0.50

(iii) Interest paid by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises
Development Act 2006, along with the amount of the payment made to the supplier beyond the

Kiv) Interest due and payable for the period of delay in making payment (which have been paid but
RVEDIA.
She loop of the appointed day during the year) but without adding the interest specified under the Micro,
Sholl and Medium Enterprises Development Act, 2006.

(VIIa) prest accrued and remaining unpaid (net of tax deducted at source) 0.50

VILIMBA HOUST rest account with the subject of the succeeding years, until such date when the interest
ducties above are actually paid to the small enterprise.

· UACCOUR

HECENT ACCOUNTING PRONOUNCEMENTS

STANDARDS ISSUED BUT NOT EFFECTIVE

On March 30, 2019, the Ministry of Corporate Affairs (MCA) has notified Ind AS 116 - Leases and certain amendment to existing Ind AS. These amendments shall be applicable to the Company from April 01, 2019.

A) ISSUE OF IND AS 116 - LEASES

Ind AS 116 will supersede the current standard on leases i.e. Ind AS 17- Leases. As per Ind AS 116, the lessor will have to bring to books all the noncancellable portion of leasing arrangement.

B) AMENDMENT TO EXISTING STANDARD

The MCA has also carried out amendments of the following accounting standards I. Ind AS 101- First time adoption of Indian Accounting Standards Il. Ind AS 103 - Business Combinations Ill. Ind AS 109 - Financial Instruments iv. Ind AS 111 - Joint Arrangements v. Ind AS 12 - Income Taxes vi. Ind AS 19 - Employee Benefits vli. Ind AS 23 - Borrowing Costs viii. Ind AS 28 - Investment in Associates and Joint Ventures Application of above standards are not expected to have any significant impact on the Company's financial statements.

41 RELATED PARTY TRANSACTIONS

List of related parties as per the requirements of Ind-AS 24 - Related Party Disclosures $\begin{array}{c} \textbf{(i)} \end{array}$

Sanders Street
$-1 - 1 - 1$ Nedat SCP (Pressure)

Arshiva Limited Holding Company 100 i India

2 Arshiya Rali Siding and Infrastructure Limited (till February 3, 2018) Subsidiary 100 India.

э Arshiya Supply Chain Management Private Limited (till March 21, 2018)
Arshiya Northern FTWZ Limited
Arshiya Industrial & Distribution Hub Limited
Arshiya Logistics Services Limited (formerly known as Laxmipati Balaji Exim Trading Limited) Fellow Subsidiaries India

Δ Mr. Ajay S. Mittal - Director
Mr. Navnit Choudhary - Director
Mr. Ashish Kumar Bairagra - Independent Director
Mr. Rishabh Pankaj Shah - Independent Director
Mr. Siddarth Kasturia - Chief Executive Officer (w.e.f. March 26, 2019)
Ms, Ayani Dipakkumar Lakhani - Company Secretary (w.e.f. March 26, 2019)
Mr. Vinod Jain - Chief Financial Officer [till March 25, 2019)
Mr. Amardeep Gupta - Chief Financial Officer (w.e.f. March 26, 2019) Key Managarial Personnel (KMP)

5 Mrs. Archana A Mittal
IMr. Ananya A Mittai Relative of Key Managerial
lPersonnel

(ii) The nature and amount of transactions with the above related parties are as follows

THE HOUGH'S WIND GILLOWING TO DEMONSTRATE $\cdots$
(Rupees in lakhs)

្លាំព្រះស្រុកព្រះស្រុកនា
S. Cal
diffusion in the most STOR STRAGGERS TO LOCAL RELEASE CONTRACTOR PROPERTY

Loans given ٠ 376.05

Loan repayments** (1,312.83)

Arshiya Industrial & Distribution Hub Limited Rall Freight Income 749.45 23.48

Unwinded Interest Income on 67.20

Loan to subsidiaries

Loans given ۰ 943.84

Loan repayments** ٠ (2, 354.81)

İArshiya Northern FTWZ Limited Unwinded Interest Income on ÷ 101.22

Loan to subsidiaries

Loans taken** (788.31) (4,831.75)

Loan repayments 2.996.44 3,751.60

Allocation of cost and common (419.55) ${418.25}$

Arshiva Limited expenses by Holding Company*

Unwinded Interest expense on (63.70) (56.88)

Loan from holding company

Financial Guarantees (246, 46) (240.56)

Loans given ٠ 11.81

Arshiya Supply Chain Management Private Limited Loan repayments** ٠ (11.81)

Loans given 0.23

Arshiya Logistics Services Limited (formerly known as Laxmipati Balaji Exim Trading Limited) Loan repayments 0.23 ÷

* During the year, the Holding Company has allocated certain common cost and expenses incurred by it, to the company aggregating to Rupess 419.55 lakhs (31st March, 2018 - Rupees
418.25 lakhs) based on Holding Company's es stated under other expenses (Refer Note No. 31) are presented as inclusive of such allocation of certain common costs and expenses.

** The Company has adjusted balance receivable amount of Arshiya industrial, Distribution & Hub Limited (AIDHL) on March 31, 2019 Rupees NIL (March 31, 2018 Rupees 1,269.42 lakhs), receivable amount of Arshiya Supply Chain Management Private Limited (ASCM) on March 31, 2019 Rupees NIL (March 31, 2018 Rupees 4.45 lakhs ) with Arshiya Limited.

Closing Balances (Rupees in lakhs)

Report Follows STEREON ARE THE UNIT 法的现在分词相差

\$36 (1992) 358 (1993)

Arshiva Logistics Services Limited (formerly known as Laxmipati Balaji Exim Trading Limited) ٠ 0.23

and a specifical

Arshiya Limited 304.38 2,029.26

The Communication of the Communication of

Arshiya Industrial Distribution & Hub Limited 289.58 ۰

and the state of the state of the

Arshiya Limited 854.69 1.041.15

For the committee and committee and

Ajay S Mittal 54,120.00 51,120.00

Archana A Mittal 54,120.00 51,120.00

was a community.
the company's company's company's

Arshiya Limited 51,200.19 48,200.19

Part of a substitution.
Angleton Harthaut 550.00

Mr. Vinod Jain - Chief Financial Officer (till March 25, 2019) (Rupees In lakhs)

職法の代表日本の場所の場所 SPANNEL BALL

Short term employee benefits 20.49

[Total 20.49

Mr. Siddarth Kasturia - Chief Executive Officer (w.e.f. March 26, 2019) (Rupses in lakhs)

机固っぽ (関西市) 日本銀根 (随同) - 经领袖。

Short term employee benefits 0.95

Total 0.95

Ms. Avani Dipakkumar Lakhani - Company Secretary (w.e.f. March 26, 2019) (Rupees in lakhs)

Listenie i (全国民) 38% NO.40 LOFTEN HOLL PARKER

Short term employee benefits 0.10

Total 0.10

Mr. Amardeep Gupta - Chief Financial Officer (w.e.f. March 26, 2019) (Rupees in lakhs)

检验例如下 ADRIEL 2005 HOPOSTARIE

Short term employee benefits 0.36

Total 0.36

FAIR VALUE MEASUREMENTS

Financial Instruments by Category (Rupees in lakhs)

and an importa- CONTRACTORIESE (Napi 76) pp.

Weisserlage Weiser (新社協会) 46. 4498. ${f_{1}}{f_{2}}={f_{2}}{f_{1}}={f_{2}}{f_{2}}={f_{1}}={f_{2}}={f_{1}}={f_{2}}={f_{1}}={f_{2}}={f_{1}}={f_{2}}={f_{2}}={f_{1}}={f_{2}}={f_{1}}={f_{2}}={f_{1}}={f_{2}}={f_{1}}={f_{2}}={f_{2}}={f_{2}}={f_{2}}={f_{2}}={f_{2}}={f_{2}}={f_{2}}={f_{2}}={f_{2}\$ $\ A_1\ _2^2\ A_2\ _2^2+\ B_1\ _2^2+\ B_2\ _2^2+\ B_1\ _2^2.$

FINANCIAL ASSETS

Amortised cost

Trade Receivables 1,323,33 666.59 1,323.33 666.59

Cash and Cash Equivalents 120.24 375.35 120.24 375.35

Security Deposits 131.32 126.04 131.32 126.04

Other Bank Balances 267.30 386.16 267.30 386.16

Financial Guarantee 854.69 1,041.15 854.69 1,041.15

$\mathcal{P} \mathcal{S} \mathcal{P} { \mathcal{S} }$ socialis - بالمعاز المنادين 29.505 $(7.51 - 1)$

FINANCIAL LIABILITIES

Amortised cost

Borrowings 43,822.29 44,498.60 43,822.29 44,498.60

Trade Payables 1,323.21 626.12 1,323.21 626.12

Other financial liabilities 16,488.44 16,275.54 16,488.44 16,275.54

$38.656 - 16$ $(396)$ $8.5 - 5.6$

28, 不健康法律 ${x_{k+1}^{i},x_{k}^{i}}\subseteq{x_{k}} \subseteq Y_{i}^{i}.$ -- 19 分類分析

i) Fair Valuation techniques used to determine fair value

The Company maintains procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following methods and assumptions were used to estimate the fair values:

1) The Company assessed that the fair value of cash and cash equivalent, trade receivables, trade payables, and other current financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.

} The fair values for security deposits and other financial liabilities were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the Fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.

c) The fair values of non current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

iii) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measure at fair value. To provide an indication about the reliability of the inputs used in determing fair value, the company has classified its financial instruments into three levels prescribed under the accounting standard.

a) Level 1 Level 1 hierarchy includes financial instruments measured using quoted prices.

(b) Level 2 The fair value of financial Instruments that are not traded in an active market (for example, traded bonds, over the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

(c) Level 3 If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3 This is the , Wild provide the shares, contingent consideration and indemnification assets included in level 3,

3 Financial Risk Management

The Company's principal financial liabilities comprises of borrowings, trade and other payables and financial guarantees contracts. The main purpose of these financial liabilities is to manage for the Company's operations. The Company's financial assets comprises of trade and other receivables, cash and deposits that arises directly from its operations.

The company's activities expose it to variety of financial risks including credit risk, liquidity risk and market risk. The Company's risks management assessment, management and processes are estabilshed to identify and analyze the risks faced by the Company to set up appropriate risks limits and controls and to monitor such risks and compliances with the same. Risks assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the company's activities.

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Credit risk Cash and cash
equivalents, trade
receivables and
Financial assets
measured at amortised
cost. Ageing analysis Regular review of
İcredit limits

Liquidity risk Borrowings and other
lliabilities Rolling cash flow
forecasts Availability of
financial support from
parent company

Market risk - interest rate Long-term borrowings
at variable rates Sensitivity analysis Unhedged

The Company's risk management is carried out by a corporate finance team under the policies approved by the Board of Directors. The Board provides written principles for overall risk management as well as policies covering specific areas, such as credit risk, Interest rate risk.

(A) Credit risk

The Company is exposed to credit risk, which is risk that counterparty will default on its contractual obligation resulting in a financial loss to the Company. Credit risk arises from cash and cash equivalents as well as credit exposures to trade customers including outstanding receivables.

Trade receivables are typically unsecured and are derived from revenue earned from customers located in India. Credit risk has always been managed by the company through continuously monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of business. Outstanding customer receivables are regularly monitored and any further services to major customers are approved by the senior management. Credit risk is high as only few customers' account for majority of the revenue in the year presented. On account of adoption of Ind AS 109, the company uses expected credit loss model to assess the impairment loss or gain.

(B) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times; maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company limits its liquidity risk by ensuring funds from trade receivables. The Company relies on operating cash flows and funding from holding company to meet its needs for funds.

The table below provides undiscounted cash flows towards financial liabilities Into relevant maturity based on the remaining period at the balance sheet to the contractual maturity date.

Contractual maturities of financial liabilities (Rupees in lakhs)

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March 31, 2019

Borrowings 11,919.62 32,369.86

Trade payables 1,323.21

Other financial liabilities 16,489.00

Total Financial liabilities 29,731.83 32,369.86

March 31, 2018

Borrowings 11,024.26 34.150.17

Trade payables 626.12

Other financial liabilities 16,276.91

Total Financial liabilities 27,927.29 34,150.17

(C) Market risk

Market Risk is the risk that the fair value of future cash flow of a financial instruments will fluctuate because of volatility of prices in the financial markets. Market risk can be further segregated as: 1) Foreign currency risk and 2) Interest rate risk

1) Foreign currency risk

1} Foreign currency risk is the risk that the fair value or future cash flow or an exposure will fluctuate because of changes in foreign exchange rates. However, the Company does not have any foreign currency exposure.

2) interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's main interest rate risk arises from long term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During the 31st March, 2019 the Company's borrowings at the variable rate were mainly denominated in Rupees.

The Company's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in IND AS- 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

Interest rate risk exposure

The exposure of the company's borrowing to interest rate changes at the end of the reporting period are as follows:-

___ (Rupees in lakhs

Particulars March 31, 2019 March 31, 2018

Variable rate borrowings 6,910.60 8.931.30

Interest sensitivity

Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.

impact on profit before tax

Particulars March 31, 2019 March 31, 2018

Interest sensitivity
[50 bps increase the profit before tax by
50 bps decrease the profit before tax by
⁺ Holding all other variable constant (34.55)
34.55 (44.66)
44.66

44 CAPITAL MANAGEMENT

For the company's objective when managing capital is to safeguard the company's ability to continue going concern in order to provide the return for shareholders and benefit to other stakeholders and to maintain an optional capital structure to reduce the cost of capital. Capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the company.

The company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The company monitors capital using a Debt equity ratio.

(Rupees in lakhs)

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Borrowings 43,822.29 44,498.60

Other Financial Liabilities (Interest accrued) 14,990.64 14,554.19

Total Debt 58,812.93 59,052.79

Equity 4,238.44 4,238.44

Other equity (18, 197, 13) (14, 073.62)

Total Equity (13,958.69) (9,835.18)

Notes:-

(i) Debt is defined as long term and short term borrowings including current maturities and interest. (ii) Total equity (as shown in balance sheet) includes issued capital and all other equity.

As stated in Notes to accounts, the company is also having scheme of arrangements to reorganise the capital structure. Debt Covenants

Under the terms of Restructuring Agreement, the company is required to comply with following financial covenants:-Without prior approval of lender, the company shall not:

Loans, debenture & charge Issue or subscribe to any debentures, shares, raise any loans, deposit from public, issue equity or preference capital, change its capital structure or create any charge on its assets including its cash flow or give any guarantees.

(ii) Dividend on equity shares declare/pay dividend on equity shares unless otherwise approved by the Lender/Business Monitoring Committee and subject to the payment of recompense amount payable by the borrower to the lender in accordance with the provisions of RA.

In order to achieve this overall objective, the Capital Management, amongst other thing, aims to ensure that it meets Financial covenants attached to the Interest bearing Loans and borrowings that define Capital structure requirements, there have been breaches in the Financial covenants of interest bearing loans and borrowing in the Current period and previous period.

The Company has not proposed any dividend in last two years in view of losses incurred.

15 Taxation

i) in view of loss for the year, no provision for current tax has been made.

ii) The Company has not recognised any deferred tax assets on deductible temporary differences, unused tax losses as it is not probable that the Company will have sufficient future taxable profit which can be available against the available tax losses.

iii) Unused tax losses for which no deferred tax assets has been recognised

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2014-2015 14,739.87 2022-2023 6,512.68

2015-2016 $\blacksquare$ 2023-2024 5,536.76

2016-2017 2024-2025 3,192.80

2017-2018 13,093.10 2025-2026 3,717.69

2018-2019 431.07 2026-2027 3,199.58

2019-2020 2027-2028 2,104.24

Total 28,264.04 24,263.74

Unused deferred tax assets as at March 31, 2019 Rupees 9,217.76 Lakhs (March 31, 2018 - Rupees 13,290.59 Lakhs) has not been recognised, as there is no convincing evidence that sufficient taxable profits will be available against which the unadjusted tax losses will be utilised by the Company.

Details of Deferred tax assets are mentioned below:- (Rupees in lakhs)

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Property plant equipment 4,268.76 and the contract of
4,084.31

Unabsorbed depreciation (6,308.57) (5,773.59)

Expense allowable on payments under section (166.12) (3,651.00)

Unabsorbed loss (7,348.65) (8,397.44)

Financial Instruments 336.82 447.13

Total Deferred Tax Assets (9,217.76) (13, 290.59)

46 Preparation of financial statements on " Going Concern" basis

The company has incurred net loss of Rupees 4,183.51 Lakhs during the year ended March 31, 2019 and as of that date, the company's current liabilities exceeded by its current assets by Rupees 29,449.72 lakhs. Accumulated losses have also resulted into more than net worth of the company. Some of its lenders have recalled their loans and the company is in the process of negotiating the revised payment terms with the lenders.

The Company is EBIDTA positive and with the commencement of the two dedicated freight corridors, the said company will benefit immensely. Moreover, a unique contract entered into with one of the largest global shipping lines has already started to improve the profitability. Also, the proposed merger of Fellow subsidiary with the company as mentioned in note no. 51, would make their operations not only complementary, but enhance their profitability.

In view of the focussed emphasis of the Government on logistics infrastructure sector, the proposed restructuring and considering the fact that the facilities are yet to achieve full operational potential besides the strategic locations of the facilities, the management's future outlook of its businesses is very promising. Accordingly the financials have been prepared on going concern basis, based on financial support from the Parent Company.

The management of the company is in the process of restructuring its business operations and steps are as under:

i Focus on long term contracts with corporate clients for stable revenues.

Focus on reduction of empty haulage / return business in different sectors to increase in revenue and margins. ii

Diversified focus from only Steel industry to Cement, Agro and Tiles also so as to have a balance of product mix. iii

Increased focus on Khurja as a distribution hub post GST implementation ĺ٧

(Rupees in lakhs)

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Government focus on Multi-modal logistic and transport services to increase the throughput of the Infrastructure already created by J. the company;

d Government focus on the revamping of the Rallway Boards and Increasing clarity on regulatory aspects to support resolution of the regulatory issues;

il Two Dedicated Freight Corridor(s) (DFC) along the Western and Eastern part of India to support increase in the business volume.

iii Government announcement of Jewar Airport and Merut Highway connecting Jewar via Khurja and thereby connecting to Yamuna Expressway(i.e. Delhi to Agra).

The above steps shall enable the Company to improve Company's Net worth and its ability to discharge its debts/liabilities in near future.

47 As per debt covenant, the Company are required to adhere to repayment schedule and any short payment gives Edelweiss Asset Reconstruction Company (EARC) the right to convert whole of the outstanding amount of restructured rupee loan and/or part of the default amount into fully paid up equity shares of the Company. No such notice of conversion in writing has been given by EARC and the Company continues to disclose the amount as current and non-current as per repayment schedule, in the Balance Sheet.

48 The company had entered into one-time settlement (OTS) with a lender during the year. The company had paid partial amount against OTS and the effect was taken as an exceptional item during the year ended March 31, 2019. However, the Company has defaulted In payment as per the terms of the OTS. As a result, the Company needs to reverse the exceptional gain recorded during the year and needs to recognise interest on the entire liability as per the original terms. The Company is in discussion with the lender for additional time to repay. Accordingly, the company continues to reflect the outstanding amount of loan as per OTS in the financial statements. The Company has not reversed the gain, nor provided for additional interest. Had the Company reversed the gain and provided for additional interest, exceptional item would have been lower by Rs. 6,604.55 Lakhs and finance cost would have been higher by Rs. 3,500.76 Lakhs having consequential impact on total comprehensive income, liabilities and other Equity for the year ended 31st March, 2019.

49 The Company has procured certain capital goods under EPCG scheme at concessional rate of duty. On non fulfillment of certain conditions, the company may become liable to pay differential custom duty along with interest thereon such procurement. The management is hopeful of completing the expected obligation within the stipulated time.

50 The scheme of arrangement u/s 230 to 232 is scheme of merger of the Arshiya Industrial and Distribution Hub Limited and Arshiya Transport & Handling Limited into the company, which is pending with NCLT. The scheme is conditional on various approval / sanctions and is effective thereafter; accordingly no effect of the said Scheme is given in the financial statement. The Creditors meeting of the respective companies was held on 6th May 2019. No accounting impact and disclosures is considered and necessary at this stage pending requisite regulatory approvals.

51 In addition to above, the Board of Directors of the Parent Company at their meeting held on 24th May, 2018, has approved a scheme to reorganize corporate structure i.e. demerger of "Domestic warehousing business" of the Parent Company into the company. This proposed scheme of arrangement is conditional upon approval of above scheme (refer note no. 50). No accounting impact and disclosures is considered and necessary at this stage pending requisite regulatory approvals.

52 The Company has sent request letters/ emails to various parties for confirmations of balances under borrowings, trade receivables trade payables etc, loans and advances to which only few parties have responded. Accordingly, the possible adjustment, if any, required in the financial statements will be accounted as and when the same is determinable.

53 Corporation Bank has filed a suit with Debt Recovery Tribunal, New Delhi, towards recovery against Arshiya Rail Infrastructure Limited, Arshiva Limited as a Corporate Guarantor and two promoter directors of the holding company as Guarantors, for Rupees 8,012.60 lakhs. The same is pending before the DRT Delhi. The matter is sub-judice.

4 The Company disaggregates revenue from contracts with customers by type of products and services, geography and timing of revenue recognition.

Effective April 1, 2018, the Company adopted Ind AS 115 "Revenue from Contracts with Customers". The effect on adoption of Ind AS 115 was insignificant.

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Revenue disaggregation by type of goods and services is given note no. 25

Revenue disaggregation by geography is as follows:

(Rupees in lakhs)

Geography For the year ended
31 ^st March 2019 For the year ended
31 ^st March 2018

In India 13,596.16 13,560.32

lOutside India 18.67 38.00

Geographical revenue is allocated based on the location of the customers.

Revenue disaggregation by timing of revenue recognition is as follows:

Geography For the year ended
31 ^st March 2019 TVARGS III IQVID)
For the year ended
31 ^st March 2018

Goods transferred at a point in time

Service transferred over time 13,614.83 13,598.32

55 Based on recent Supreme court judgement on Provident Fund dated February 28, 2019 there are various interpretive issues including its applicability thus prospective provision w.e.f. March 01, 2019 been considered of Rs. 0.44 lakhs.

56 The Company's borrowings have been assigned by bankers to an ARC/ restructured with banks under CDR Package. Certain lenders had invoked the CDR package. The ARC/ CDR lenders have charged interest/ penal interest/additional Interest amounting to Rs. 511.89 lakhs upto the year ended March 31, 2018, which was not accepted by the Company and hence is under negotiation. In light of audit qualifications in previous year as a matter of prudence, the company has recognised the said interest/ additional interest/ penal interest and has accordingly restated the finance cost and other consequential impacts in respective year. Further, during the year ended March 31, 2018 reported figure of finance cost, other Equity and Interest Accrued on borrowings was Rs. 7,507.05 lakhs, Rs. (13,561.72) lakhs and Rs. 12,671.96 lakhs respectively. Restated figures of finance cost, other equity and Interest Accrued on Borrowings are Rs. 8,018.94 lakhs, Rs. (14,073.62) lakhs and Rs. 13,183.84 lakhs respectively. Earning Per Share (EPS) also

recalculated based on the restated figures.

57 The figures for the previous year have been re-grouped /re-arranged, wherever necessary, to correspond with the current year's classification/disclosure.

$1 - 57$ Notes to the financial statements As per our Report of even date For Chaturvedi & Shah LLP For and on behalf of Board of Directors of Arshiya Rail Infrastructure Limited Chartered Accountants Firm Registration Number 101720W/W100355 Isport Le VED Ajay S Mittal Navnit Choudhary Vijay Napawaliya Director Director Partner DIN: 00226355 DIN: 00613576 Membership Number. 109859 p Gupta Avani Dipakkumar Lakhani Place: Mumbai Chief Financial Officer Company Secretary Date: May 27, 2019

ANNEXURE J

IN THE NATIONAL COMPANY LAW TRIBUNAL,

MUMBAI BENCH, COURT II

IA NO 859/2020

IN

C.A. (CAA)/2926/MB/2019

Under Section 230 to 232 read with section 66 and

section 52 and other applicable provisions of the

Companies Act, 2013

IN THE MATTER OF

Scheme of Arrangement between Arshiya Limited bearingCIN:L93000MH1981PLC024747(Demerged

Company/Applicant Company 1)

And

Arshiya Rail Infrastructure Limited bearing CIN: U93000MH2008PLC180907 (Resulting Company/Applicant Company 2)

And

Their Respective Shareholders.

ARSHIYA LIMITED

302, Ceejay House, Level-3, Shiv )

Sagar Estate, F-Block, Dr. Annie )

Besant Road, Worli, Mumbai )

)… Demerged Company/Applicant Company 1

ARSHIYA RAIL

)

400018 Maharashtra India

INFRASTRUCTURE LIMITED

400018 Maharashtra India

302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai

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)... Resulting Company/Applicant Company 2

CORAM:

Mr. H.P. Chaturvedi : Hon'ble, Member (Judicial) Mr. Ravikumar Duraisamy : Hon'ble, Member (Judicial)

For the Applicants: Hemant Sethi, i/b Hemant Sethi & Co. Advocates

Per: Harihar Prakash Chaturvedi, Member (Judicial)

ORDER

This IA has been taken out by the Applicants to reschedule meetings of the secured Creditors of the Applicant Companies. By order dated 9th December 2020 passed by this Tribunal in CA No 2926 of 2019 this Bench s directed that the meetings of the Secured creditors of the Applicant Companies be convened on 14th January 2020 at 11AM and 1PM at 302 Ceejee House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besent Road, Worli, Mumbai 400018.

It is further stated that Edelweiss Asset Reconstruction Company Limited being major lender in both the Applicant Companies needed more time to analyses and evaluate the benefits the scheme. the letter is annexed at PDF page no 43 of IA.

In light of the above circumstances, the meetings of the Secured Creditors of the Applicant Company be convened and held at 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai 400018 on 20th March 2021 at 11.00 am and that of Applicant Company 2 on 20th March 2021 at 1 PM at 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai 400018.

Applicants are directed to intimate afresh all the secured lenders of the Applicant Companies about the adjourned date of meeting by hand delivery/email /speed post and file compliance report.

Rest of the order dated 9th December 2019 remains same.

IA NO 859/2020 is disposed of.

Sd/- Sd/- RAVIKUMAR DURAISAMY H P CHATURVEDI MEMBER (Technical) MEMBER (Judicial)

26.02.2021 ANKIT/SAM

Annexure K

INFORMATION DOCUMENT OF ARSHIYA RAIL INFRASTRUCTURE LIMITED IN TERMS OF SEBI CIRCULAR NO. CFD/DIL3/ CIR/2017/21 DATED MARCH 10, 2017 IN RELATION TO THE SCHEME OF ARRANGEMENT BETWEEN ARSHIYA LIMITED (HERE IN AFTER REFERRED TO AS THE "DEMERGED COMPANY" OR "AL") AND ARSHIYA RAIL INFRASTRUCTURE LIMITED (HEREIN AFTER REFERRED TO AS THE "RESULTING COMPANY" OR "ARIL" OR "COMPANY") AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS ("SCHEME")

ARSHIYA RAIL INFRASTRUCTURE LIMITED CIN: U93000MH2008PLC180907 Reg Off: 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400018 T: +91 22 42305500/02 F: +91 22 4230 5555 E-mail: [email protected] /Website: www.arshiyalimited.com

PROMOTERS OF THE COMPANY

ARSHIYA LIMITED (Refer Part I of this Document i.e Promoters of the Company)

SCHEME DETAILS, LISTING AND PROCEDURE

The Board of Directors of the Company is proposing the Scheme of Arrangement between Arshiya Limited (here in after referred to as the "Demerged Company" or "AL") and Arshiya Rail Infrastructure Limited (here in after referred to as the "Resulting Company" or "ARIL" or "Company") and their Respective Shareholders and Creditors ("Scheme") under sections 230 to 232 read with Section 66 And Section 52 and other applicable Provisions of the Companies Act, 2013. On the Scheme becoming effective the shareholders of AL would be allotted equity shares in the Company and would become shareholders of the Company as on the determined record date. The shares of AL are listed on BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE"). The equity shares so issued pursuant to the Scheme to the shareholders of AL would be listed on stock exchanges in terms of Rule 19 of the Securities Contract (Regulation) Rules, 1957. Therefore this Information Document be read accordingly. The shareholders of ARIL may also download from the website of AL this Information Document, the Scheme as approved by the Board of Directors of AL and ARIL, the valuation report dated May 24, 2018 issued by ZADN & Associates, Chartered Accountants, the fairness opinion dated May 24, 2018 issued by Chartered Capital and Investment Limited and other relevant documents related to the Scheme.

Post sanction of the Scheme, the equity shares of the Company are proposed to be listed on BSE and NSE. For the purposes of this listing, the Designated Stock Exchange is BSE.

ELIGIBILITY CRITERIA

There being no initial public offering or rights issue, the eligibility criteria of SEBI (ICDR) Regulations, 2018, as amended ('ICDR Regulations') does not become applicable.

However, SEBI vide its Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 stated that the listed entity shall include the applicable information pertaining to unlisted entities involved in the scheme in the format prescribed for abridged prospectus as provided in Part E of Schedule VI of Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and the same has to be annexed with the Notice or explanatory statement or proposal accompanying resolution to be sent to and passed by the shareholders while seeking approval of the scheme.

Accordingly in compliance with Regulation 37 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 read with SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 the Company has submitted the relevant information, as and where applicable to an Unlisted Company, in line with the format for Abridged Prospectus specified in Part E of Schedule VI of Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds unless they can afford to take the risk of losing their investment. Specific attention of the shareholders is invited to the section titled "Internal Risk Factors" on page 8 of this Information Document.

PRICE INFORMATIONOF MERCHANT BANKER

Not Applicable (Since there is no invitation to Public for Subscription by way of this Document)

COMPANY'S ABSOLUTE RESPONSIBILTY

The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Document contains all information with regard to the Company, which is material, that the information contained in this Information Document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

MERCHANT BANKER STATUTORY AUDITORS COMPANY SECRETARY

Chartered Capital and Investment Limited Chaturvedi & Shah LLP Ms. Avani Lakhani

Address :418-C, "215 ATRIUM", Andheri Chartered Accountants Address: 302, Ceejay House, Level-3, Shiv

Kurla Road, Andheri (East), Mumbai – 400 Address: 714-715, Tulsiani Sagar Estate, F-Block, Dr. Annie Besant

093 Chambers, 212, Nariman Point, Road, Worli, Mumbai - 400018

Mumbai-400021

TABLEOF CONTENTS

Sr. Particulars Page No.

No.

1. Promoters of the Company 4

2. Business Model/Business Overview and Strategy 4

3. Board of Directors of the Company 5

4. Objects of the Scheme 6

5. Audited Financial Statements 8

6. Internal Risk Factors 8

7. Summary of Outstanding Litigations, Claims and Regulatory Action 9

8. Other Regulatory And Statutory Disclosures 10

9. Declaration 11

I. PROMOTEROF THE COMPANY

ARSHIYA LIMITED

Name of the Company : Arshiya Limited

Date of Incorporation : July 03, 1981

CIN : L93000MH1981PLC024747

Registered Office : 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli,
Mumbai - 400018

Nature of Business : The Company is engaged in the business of developing, operating and maintaining
special economic zones (SEZs)/free trade and warehouse zones (FTWZs), inland
container depots (ICDs), industrial parks, logistic parks, warehouses, infrastructure or
infrastructure projects.

Names of Stock Exchanges where
Equity Shares of the Company are
Listed : ➢ BSE Limited
➢ National Stock Exchange of India Limited

II. BUSINESS MODEL / BUSINESSOVERVIEW AND STRATEGY

Business Overview

• Arshiya Rail Infrastructure Limited is a Public Limited Company originally incorporated under the provisions of the Companies Act, 1956 on April 07, 2008 as Public Company Limited by Shares. It is a wholly owned subsidiary of Arshiya Limited. The registered office of Arshiya Rail Infrastructure Limited is located at 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai- 400018, Maharashtra.

The main objects of the Company as set out in its Memorandum of Association inter alia include:

To carry on the business of setting up of Rail Infrastructure/Network within India and abroad including operations/ movement of Container/Goods Trains using Indian Railway Network and also to acquire, procure, obtain on lease/ licence or otherwise Container Trains, Rakes, Wagons, Boggies and Create, Develop or Obtain on lease/licence basis Railway Sidings, Rail Yards, Warehouses required for the business of the Company.

To carry on the business predominantly in the Northern Region of India, of container freight stations which, inter-alia includes setting up of bonded warehousing infrastructure and services, facilities for customs examination, EDI, empty container yard for storage of shipping containers, repairs and refurbishment of containers, truck, cargo and material handling equipments, transportation, non-bonded warehousing, IT & ITES infrastructure and services, warehousing, cold storage and other cargo related activities.

To carry on the business of Transport & Handling of Containers/ Goods/ Network within India and abroad including operations/movement of Container/Cargo/Goods Trains using India Railway Network and also to acquire, procure, obtain on lease/licence or otherwise Container Trains, Rakes, Wagons, Boggies and Create, Develop or obtain on lease/ licence basis Railway Sidings, Rail Yards, Warehouses required for the business of the Company.

The Company is engaged in the business of setting up of Rail Infrastructure/Network within India and abroad including operations/movement of Container/Goods Trains using Indian Railway Network and also to acquire, procure, obtain on lease/licence or otherwise Container Trains, Rakes, Wagons, Boggies and Create, Develop or Obtain on lease/licence basis Railway Sidings, Rail Yards, Warehouses required for the business of the Company.

Business Strategy

Sharpening focus on railway business combined with Inland Container Depot (ICD) and Domestic Warehousing Business to provide excellent logistic facility. The company's ICD at Khurja is co-located with a state-of-the-art Rail Terminal. ICD-Khurja is the only private ICD in the country to have exclusive connectivity with 6-lane private rail siding offering regular and prompt rail connectivity through owned rakes to all the major gateway ports that service the northern region of India. ICD Khurja is located strategically with multiple road approaches from the major 4/6 lane highways providing a congestion-free movement of cargo and containers.

Sr.
No. Name of the Director Designation
(Independent / Whole
time / Executive /
Nominee) Experience including current/past position held in
other firms

1. Mr. Ajay Shankarlal Mittal Director Mr. Mittal is the key driving force behind Arshiya's growth
as an integrated supply chain management and logistics
infrastructure solutions company. With over three decades of
experience, Mr. Mittal has successfully scaled Arshiya Limited
by developing Free Trade Warehousing Zones (FTWZs),
Rail & Rail Infrastructure, Industrial & Domestic Hub, and
Transport & Handling to its unified business portfolio.

2. Mr.Navnit Jugal Kishore
Choudhary Director Mr. Navnit Choudhary, a Chartered Accountant, looks after
the Commercial and Taxation aspects of the company. He
is associated with the Arshiya group since last 10 years.
During his 20 years of career, he was associated with many
organisations like KK Birla group. RPG Group, Future Group.

3. Mr. Ashishkumar Bairagra Independent Director Mr. Ashishkumar Bairagra has extensive experience in
handling
internal
audits,
statutory
audits,
management
audits, tax advisory and business advisory assignments.
He is a Partner of M. L. Bhuwania & Co LLP, Chartered
Accountants, which is an independent member of Geneva
Group International (GGI).

4. Mr. Rishabh Pankaj Shah Independent Director Mr. Rishabh Shah is a practicing legal counsel and a legal
consultant who advises on several areas of Civil Law. He has
over 20 years of experience representing major corporations
as legal counsel.

III. BOARD OF DIRECTORS OF THE COMPANY

IV. OBJECTS OF THE SCHEME

(A) General Objects of the Scheme

The Board of Directors of the Company is proposing the Scheme of Arrangement between Arshiya Limited (here in after referred to as the "Demerged Company" or "AL") and Arshiya Rail Infrastructure Limited (here in after referred to as the "Resulting Company" or "ARIL" or "Company") and their Respective Shareholders and Creditors ("Scheme") under sections 230 to 232 read with Section 66 And Section 52 and other applicable Provisions of the Companies Act, 2013.

The proposed demerger of the Domestic Business Undertaking of Arshiya Limited into Arshiya Rail Infrastructure Limited as envisaged in the Scheme would be:

To integrate / consolidate its DWA, RAIL, PFT & ICD business into ARIL, which would enable Arshiya to focus solely on FTWZ Business ;

To provide more flexibility in terms of creating business synergies in the Resulting Company i.e. ARIL, enable cost savings, rationalizing capital requirements and optimizing utilization of valuable resources which will enhance management focus on the different businesses being housed under separate entities, thereby leading to higher operational efficiency;

To enhance value for the shareholders and allow focused strategy on expansion/ operation of both the FTWZ and the Domestic Business independently;

To achieve and fulfill their objectives more efficiently and economically and the same is also in the interest of all the stakeholders.

On the Scheme becoming effective the shareholders of AL would be allotted equity shares in the Company and would become shareholders of the Company as on the determined record date. The shares of AL are listed on BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE"). The equity shares so issued pursuant to the Scheme to the shareholders of AL would be listed on stock exchanges in terms of Rule 19 of the Securities Contract(Regulation) Rules, 1957. Post sanction of the Scheme, the equity shares of the Company are proposed to be listed on BSE and NSE.

(B) Means of financing: Not Applicable

(C) Schedule of Deployment of Issue Proceeds: Not Applicable

(D) Name of Monitoring Agency: Not Applicable

(E) Terms of Issuance of convertible security: Not Applicable

(F) Shareholding Pattern as on December 10, 2019

Sr.
no. Particulars Pre – Issue
Number of equity
shares % Holding of Pre
Issue

1. Promoter & Promoter Group* 4,23,84,417 100.00

2. Public 0 0.00

Total 4,23,84,417 100.00

*Note: Promoter and Promoter Group Shareholding include shares being held jointly or through nominee.

(G) Number/amount of equity shares proposed to be sold by Selling Shareholders, if any – Not Applicable

V. AUDITED FINANCIALS STATEMENTS OFTHE COMPANY

(Rs. in Lakhs)

PARTICULARS F.Y 2018-19* F.Y 2017-18* F.Y 2016-17* F.Y 2015-16 F.Y 2014-15

Total income from operations (net) 13,614.83 13,598.32 15,539.26 19,758.55 23,823.90

Net Profit / (Loss) before tax and
extraordinary items (4,159.12) (10,745.75) (8,275.22) (6,819.48) (10,328.81)

Net Profit / (Loss) after tax and
extraordinary items (4,159.12) (10,745.75) (9,233.34) (8,330.30) (10,409.61)

Equity Share Capital 4,238.44 4,238.44 4,238.44 4,088.92 4,088.92

Reserves and Surplus / Other Equity (18,197.13) (14,073.62) (3,330.44) (9,573.12) (1,066.62)

Net worth (13,958.69) (9,835.18) 908.00 (5484.20) 3,022.29

Basic earnings per share (Rs.) (9.81) (25.35) (22.58) (20.37) (25.46)

Diluted earnings per share (Rs.) (9.81) (25.35) (22.58) (20.37) (25.46)

Return on net worth (%) (29.80) (109.26) (1016.89) (151.90) (344.43)

Net asset value per share (Rs.) (32.93) (23.20) 2.14 (13.41) 7.39

*Figures are based on the statutory financial statementsprepared in accordance with the IndAS as prescribed u/s 133 ofthe Companies Act, 2013.

VI. INTERNAL RISKFACTORS

The below mentioned risks are the top 6 risk factors:

The Resulting Company is party to certain litigations which if determined against it could adversely affects its financial position and business operation.

The Resulting Company is required to obtain certain approvals, licenses and permits in the ordinary course of business and is required to comply with certain rules and regulations to operate the business and failure to obtain any such approvals, licenses and permits or to comply with the rules and regulations in a timely manner may adversely affect the operations.

The success of the Resulting Company is largely dependent upon the knowledge and experience of its Promoters and Key Management Personnel. Any loss of Key Management Personnel could adversely affect the business, operation and financial conditions of the Resulting Company.

The Resulting Company is exposed to foreign currency exchange rate fluctuations which may impact its cash flow and operating and financial results.

If the Resulting Company is unable to identify expansion opportunities or if the Resulting Company experiences delays or other problems in implementing such projects, the Company's growth, financial condition, cash flows and results of operations may be adversely affected.

The Resulting Company has certain contingent liabilities which if materializes may adversely affect the financial position of the Resulting Company.

VII. SUMMARYOFOUTSTANDINGLITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations againstthe Company and amountinvolved

ARIL is involved in 3 litigations against them. Total Amount involved in all the litigations, wherever quantifiable is Rs. 204.10 Crores.

B. Brief Details of top 5 material outstanding litigation against the Company and amount involved

Sr.
No Particulars Litigation Filed
by Current Status Amount Involved
(Rs. In Crores)

1. Default in Repayment of loans Corporation Bank The
next
date
of
the
matter is scheduled dated
19.12.2019
in
National
Company
Law
Tribunal,
Mumbai. 81.24

2. Non-Payment
of
service
charges
and
Dishonour of Cheques for the services availed
by the Company. Kalindee Rail
Nirman The
next
date
of
the
matter is scheduled dated
18.12.2019
in
National
Company
Law
Tribunal,
Mumbai. 5.86

3. Default in Repayment of loans Bank of India The
next
date
of
the
matter
is
scheduled
dated 13.01.2020 in Debt
Recovery Tribunal, Delhi. 117

C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters / Group companies in last 5 financial years including outstanding action, if any

Nil

D. Brief details of outstanding criminal proceedings against Promoters

Nil

VIII. OTHER REGULATORY AND STATUTORY DISCLOSURES

• Authority for the Scheme:

The Scheme has been approved by the Board of Directors of the Company in their meeting held on May 24, 2018. The same is subject to the approval from the SEBI, Shareholders, Stock Exchanges, National Company Law Tribunal, Mumbai Branch, Regional Director, Registrar of Companies, Official Liquidator and such other regulatory authorities, as may be applicable.

• Expert opinion obtained, if any:

Valuation Report and Fairness Opinion

• Documents for Inspection:

Memorandum and Articles of Association of the Company

Audited Financial Statement for the last five Financial Years

Shareholding Pattern of the Company as on December 10, 2019

Draft Scheme of Amalgamation

Valuation Report issued by ZADN & Associates, Chartered Accountants

Fairness Opinion on Valuation Report issued by Chartered Capital and Investment Limited, SEBI registered Category I Merchant Banker, having SEBI Permanent Registration No. INM000004018

Networth Certificate Pre and Post Scheme

• Time and Place of Inspection of Documents:

Copies of the above mentioned Documents may be inspected at the Registered Office of our Company situated at 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400018 between 10.00 a.m. and 2.00 p.m. from Monday to Friday, except public holidays from the date of this Information Document until the Listing Approval.

IX. DECLARATION

We hereby declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and the guidelines/ regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act 1992, as the case may be, have been complied with and no statement made in this disclosure document is contrary to the provisions of the Companies Act, 1956, the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in this disclosure document are true and correct.

For Arshiya Limited

Sd/- Ajay Shankarlal Mittal Managing Director DIN: 00226355

Date : 26th February, 2021 Place : Mumbai

Following additional documents are required to be submitted for Demerger cases wherein a division of a listed company is hived off into an unlisted company or where listed company is getting merged with an unlisted company:

Clarification as to what will be listing status of the Resulting/Transferee Company/ies.

The New Equity Shares to be issued in terms of Scheme of Arrangement shall be listed and / or admitted to trading on the BSE Limited and National Stock Exchange of India Limited where the equity shares of the Demerged Company are listed.

Also Attached as an Annexure – XIII-A

Details of Assets and Liabilities of the Demerged division that are being transferred.

(In Crores)

Demerged division FY 2017-18

Assets:

a.
Land 74.99

b.
Trade Receivable: 00.24

Sundry Debtors

Total Assets 75.23

Liabilities:

a.
GST Liabilities 00.04

b.
Inter Division Loans 74.99

c.
Profit & Loss retained earnings 00.20

Total Liabilities 75.23

Also Attached as an Annexure – XIII-B

Confirmation from the Managing Director/ Company Secretary, that:

a) There will be no change in Share Capital of the resulting/transferee company till the listing of the equity shares of the company on BSE Limited.

b) The shares allotted by the resulting company pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.

Attached as an Annexure – XIII-C

Confirmation by the Managing Director/ Company Secretary of the resulting/transferee company on the letter head of resulting company that:

a) Equity shares issued by the company pursuant to the scheme of amalgamation/ arrangement shall be listed on the BSE Limited, subject to SEBI granting relaxation from applicability under Rule 19(2) (b) of the Securities Contract (Regulation) Rules, 1957.

b) The company shall comply with all the provisions contained in SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017.

c) The company shall also fulfill the Exchange's criteria for listing and shall also comply with Rules, Byelaws, and Regulations of the Exchange and other applicable statutory requirements.

Attached as an Annexure – XIII-D

Percentage of Net Worth of the company, that is being transferred in the form of demerged undertaking and percentage wise contribution of the Demerged division to the total turnover and income of the company in the last two years as per the following format:

Particulars Financial
Year Net worth % to total Turnover % to total Profit after
Tax % to total

Demerged 2017-18 75.19 6.41% 0.20 0.23% 0.20 0.38%

division 2016-17 - 0.00% - 0.00% - 0.00%

FTWZ 2017-18 1,097.71 93.59% 85.22 99.77% 51.79 99.62%

divisions 2016-17 (102.50) 100.00% 75.81 100.00% (105.35) 100.00%

Total 2017-18 1,172.91 100.00% 85.42 100.00% 51.99 100.00%

2016-17 (102.50) 100.00% 75.81 100.00% (105.35) 100.00%

FOR ARSHIYA RAIL INFRASTRUCTURE LIMITED

Navnit Choudhary Director DIN: 00613576

Date: 4 th February, 2019 Pre De-merger Shareholding Pattern of Resulting Company (Arshiya Rail Infrastructure Limited)

Sr.
No. Name of the Shareholders Address Number of
Shares % of
Holding Amount per
share
(In Rs.)

1 Arshiya Limited 302, Level-3, Ceejay House, Shiv Sagar
Estate, F-Block, Dr. A. B. Road, Worli,
Mumbai- 400 018 4,23,83,817 100.00 10

2 Mr. Ajay S Mittal
(Nominee of Arshiya Limited) Mittal Bhavan, 62-A ,Pedder Road,
Mumbai-400 026 100 - 10

3 Mrs. Archana A Mittal
(Nominee of Arshiya Limited) Mittal Bhavan, 62-A ,Pedder Road,
Mumbai-400 026 100 - 10

4 Arshiya Limited jointly with Mr. Navnit
Choudhary 302, Level-3, Ceejay House, Shiv Sagar
Estate, F-Block, Dr. A. B. Road, Worli,
Mumbai- 400 018 100 - 10

5 Arshiya Limited jointly with Mr. Navin
Saraf 302, Level-3, Ceejay House, Shiv Sagar
Estate, F-Block, Dr. A. B. Road, Worli,
Mumbai- 400 018 100 - 10

6 Arshiya Limited jointly with Mrs. Joyce
Collaco 302, Level-3, Ceejay House, Shiv Sagar
Estate, F-Block, Dr. A. B. Road, Worli,
Mumbai- 400 018 100 - 10

7 Arshiya Limited jointly with Mrs. Mini
Suresh 302, Level-3, Ceejay House, Shiv Sagar
Estate, F-Block, Dr. A. B. Road, Worli,
Mumbai- 400 018 100 - 10

Total 4,23,84,417 100.00

For ARSHIYA RAIL INFRASTRUCTURE LIMITED

Navnit Choudhary Director DIN: 00613576

Post De-merger Shareholding Pattern of Resulting Company (Arshiya Rail Infrastructure Limited)

Table I - SUMMARY STATEMENT HOLDING OF SPECIFIED SECURITIES

Categ Category No.s of No. of No.s of No. of Total nos. Share Number of Votting Rights No. of Share Number of Number of Number of

ory of Share fully Partly shares shares holding held in each class of Shares holding, Locked in Shares equity

(I) share holders paid up paid unde held as a % of securities Under as a % shares pledged or shares

holder (III) equity up rlying (VII)= total (IX) assuming (XII) otherwise

(II) Share equity Depo (IV)+( V) no. of No of Voting Total Out stating full encumbered in

held Share sitory +(VI) shares Rights as a conver conversion (XIII) dema

(IV) held Receipts (calculated Class Class Total % of tible of No. As a % No. As a % terialized

(V) (VI) as per Equity Others (A+ securities convertible (a) of (a) of form

SCRR, x y B+C) (including securities( total total (XIV)

1957) Warrants) as a % shares shares

(VIII) (X) of diluted held held

As a % of share (b) (b)

(A+B+C2) capital)

(XI)=

(VII)+(X)

As a % of

(A+B+C2)

(A) Promoter & 2 63458113 0 0 63458113 51.58 63458113 0 63458113 51.58 0.00 51.58 10000000 15.76 63458113 100.00 63458113

Promoter

Group

(B) Public 9590 59564220 0 0 59564220 48.42 59564220 0 59564220 48.42 0.00 48.42 1218187 2.05 NA NA 59389483

(C) Non 0 0 0 0 0 0 0 0 0 0.00 0.00 0 NA NA

Promoter

Non Public

(C1) Shares 0 0 0 0 0 NA 0 0 0 0.00 0.00 0 NA NA

underlying

DRs

(C2) Shares 0 0 0 0 0 0 0 0 0 0.00 0.00 0 NA NA 0

held by

Employee

Trusts

Total 9592 123022333 0 0 123022333 100 123022333 0 123022333 100.00 0.00 100.00 11218187 9.12 63458113 51.58 122847595

207

Table II- STATEMENT SHOWINGSHAREHOLDING PATTERN OFTHE PROMOTER AND PROMOTER GROUP

Category &
Name of the
shareholders
(I) PAN
(II) No of
Share
holders
(III) No of
fully
paid up
equity
Shares
held Partly
paid-up
equity
Share
held
(V) No. of
shares
under
lying
Depo
sitory Total nos.
shares
held
(VII)=
(IV)+ (V)+
(VI) Share
holding
%
calculated
as per
SCRR,1957 Number ofVotingRights
held in each class of
securities
(IX)
No of Voting
Total
Rights
as a No. of
Shares
Underlying
Outstating
convertible
securities Shareholding,
as a % assuming
full conversion
of convertible
securities( as
a % Number of
Locked in
shares
(XII) Number of
Shares
pledged or
otherwise
encumbered
(XIII) Number of
equity
shares held
in
dema
terialized

(IV) Receipts
(VI) As a % of
(A+B+C2)
(VIII) Class
Equity
x Class
Others
y Total % of
(A+ B+C) (including
Warrants)
(X) of diluted share
capital)
(XI)=(VII)+(X)
As a % of
(A+B+C2) No.
(a) As a
% of
total
shares
held
(b) No.
(a) As a % of
total
shares
held
(b) form
(XIV)

1 Indian

(a) Individuals/Hindu undivided Family

ARCHANA
MITTAL AAGPM6545C 1 44279894 0 0 44279894 35.99 44279894 0 44279894 35.9934 0 35.9934 0 0.0000 0 0.0000 44279894

AJAY
SHANKARLAL
MITTAL AAGPM6550R 1 19178219 0 0 19178219 15.59 19178219 0 19178219 15.5892 0 15.5892 11218187 0.0000 0 0.0000 19178219

Total 2 63458113 0 0 63458113 51.58 63458113 0 63458113 51.5826 0 51.5826 0 0.0000 0 0.0000 63458113

(b) CentralGovernment/State Government(s)

0 0 0 0 0 0.00 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Total 0 0 0 0 0 0.00 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(c) Financial Institutions/Banks

0 0 0 0 0 0.00 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Total 0 0 0 0 0 0.00 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

2 Sub-Total (A)(1)
Foreign 2 63458113 0 0 63458113 51.58 63458113 0 63458113 51.5826 0 51.5826 0 0.0000 0 100.0000 63458113

(a) Individuals(Non-Resident Individuals/Foreign Individuals)

0 0 0 0 0 0.00 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Total 0 0 0 0 0 0.00 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(b) Government

0 0 0 0 0 0.00 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Total 0 0 0 0 0 0.00 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(c) Institutions

0 0 0 0 0 0.00 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Total 0 0 0 0 0 0.00 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(d) Foreign Portfolio Investor

Total 0
0 0
0 0
0 0
0 0
0 0.00
0.00 0
0 0
0 0
0 0.0000
0.0000 0
0 0.0000
0.0000 0
0 0.0000
0.0000 0
0 0.0000
0.0000 0
0

Sub-Total (A)(2) 0 0 0 0 0 0.00 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Total
Shareholding
of Promoter
and Promoter
Group (A) = (A)
(1)+(A)(2) 2 63458113 0 0 63458113 51.58 63458113 0 63458113 51.5826 0 51.5826 0 0.0000 0 0.0000 63458113

Note: Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.
(1) PAN would not be displayed onwebsite of Stock Exchange(s).
(2) The term "Encumbrance" has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011."

Table III - STATEMENT SHOWINGSHAREHOLDING PATTERNOF THE PUBLIC SHAREHOLDER

Category & Name
of the
shareholders
(I) PAN
(II) No.s of
Share
holders
(III) No. of
fully
paid up
equity
Share
held
(IV) Partly
paid-up
equity
Share
held
(V) No.s of
shares
underl
ying
Depos
itory
Receipts Total nos.
shares
held
(VII)=
(IV)+ (V)+
(VI) Share
holding
%
calculated
as per
SCRR,1957)
As a % of No of Voting
Rights Number ofVotingRights
held in each class of
securities
(IX) Total
as a
% of No. of
Shares
Underlying
Outstating
convertible
securities
(including Total
Share holding,
as a %
assuming
full conversion
of convertible
securities ( Number of
Locked in shares
(XII) Number of
Shares
pledged or
otherwise
encumbered
(XIII) Number of
equity
shares held
in
demat
erialized
form

(VI) (A+B+C2)
(VIII)" Class
Equity
x Class
Others
y Total Total
Voting
Rights Warrants)
(X) as a
percentage
of diluted
share
capital)
(XI)=(VII)+(X)
As a % of
(A+B+C2) No.
(a) As a % of
total
shares
held
(b) No.
(Not appli
cable)
(a) As a
% of
total
shares
held
(b) (XIV)

1 Institutions

(a) Mutual Funds 1 12500 0 0 12500 0.01 12500 0 12500 0.01 0 0.01 0 0.00 NA NA 0

(b) Venture Capital
Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0

(c) Alternate Investment
Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0

(d) Foreign Venture
Capital Investors 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0

(e) Foreign Portfolio
Investors 1 661494 0 0 661494 0.54 661494 0 661494 0.54 0 0.54 0 0.00 NA NA 661494

(f) Financial Institution/
Banks 2 1822500 0 0 1822500 1.48 1822500 0 1822500 1.48 0 1.48 0 0.00 NA NA 1822500

(g) IDFC BANK LIMITED AADCI6523Q
Insurance 1
0 1387500
0 0
0 0
0 1387500
0 1.13
0.00 1387500
0 0
0 1387500
0 1.13
0.00 0
0 1.13
0.00 0
0 0.00
0.00 NA
NA NA
NA 1387500
0

(h) Companies
Provident Funds/ 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0

Pension Funds

SUB TOTAL (B)(1) 4 2496494 0 0 2496494 2.03 2496494 0 2496494 2.03 0 2.03 0 0.00 NA NA 2496494

2 Central / State
government(s)

(a) Central
Government/ State
Government(s)/
President of India 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0

SUB TOTAL (B)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0

3 Non-institutions

(a.1) Individuals - i.
Individual
shareholders holding
nominal share
capital up to Rs. 2
lakhs. 9174 5242285 0 0 5242285 4.26 5242285 0 5242285 4.26 0 4.26 73313 0.06 NA NA 5242284.50

(a.2) INDIVIDUAL
- ii. Individual
shareholders holding
nominal share
capital in excess of
Rs. 2 lakhs. 46 9095704 0 0 9095704 7.39 9095704 0 9095704 7.39 0 7.39 1144874 0.93 NA NA 9095704

NAISHADH
JAWAHAR PALEJA AAAPP9781B 1 1488135 0 0 1488135 1.21 1488135 0 1488135 1.21 0 1.21 0 0.00 NA NA 1488135

209

Category & Name
of the
shareholders
(I) PAN
(II) No.s of
Share
holders
(III) No. of
fully
paid up
equity
Share
held
(IV) Partly
paid-up
equity
Share
held
(V) No.s of
shares
underl
ying
Depos
itory
Receipts Total nos.
shares
held
(VII)=
(IV)+ (V)+
(VI) Share
holding
%
calculated
as per
SCRR,1957)
As a % of No of Voting
Rights Number ofVotingRights
held in each class of
securities
(IX) Total
as a No. of
Shares
Underlying
Outstating
convertible
securities
(including Total
Share holding,
as a %
assuming
full conversion
of convertible
securities ( Number of
Locked in shares
(XII) Number of
Shares
pledged or
otherwise
encumbered
(XIII) Number of
equity
shares held
in
demat
erialized
form

(VI) (A+B+C2)
(VIII)" Class
Equity
x Class
Others
y Total % of
Total
Voting
Rights Warrants)
(X) as a
percentage
of diluted
share
capital)
(XI)=(VII)+(X)
As a % of
(A+B+C2) No.
(a) As a % of
total
shares
held
(b) No.
(Not appli
cable)
(a) As a
% of
total
shares
held
(b) (XIV)

(b) NBFCs registered
with RBI 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0

(c) Employee Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0

(d) Overseas
Depositories
(holding DRs)
(balancing figure) 0 0 0 0 0 0.00 0 0 0 0.00 0 2.03 0 0.00 NA NA 0

(e) Any Other(BODIES
CORPORATE) 164 40017275 0 0 40017275 32.53 40017275 0 40017275 32.53 0 32.53 0 0.00 NA NA 40017275

ECAP EQUITIES
LIMITED AABCE8997N 1 4867500 0 0 4867500 3.96 4867500 0 4867500 3.96 0 3.96 0 0.00 NA NA 4867500

EDELWEISS ASSET
RECONSTRUCTION
COMPANY LIMITED AAATE7452N 1 3914215 0 0 3914215 3.18 3914215 0 3914215 3.18 0 3.18 0 0.00 NA NA 3914215

EDELWEISS ASSET
RECONSTRUCTION
COMPANY LIMITED AAATE6688G 1 1250476 0 0 1250476 1.02 1250476 0 1250476 1.02 0 1.02 0 0.00 NA NA 1250476

EDELWEISS ASSET
RECONSTRUCTION
COMPANY LIMITED AAATE6841P 1 2008954 0 0 2008954 1.63 2008954 0 2008954 1.63 0 1.63 0 0.00 NA NA 2008954

EDELWEISS ASSET
RECONSTRUCTION
COMPANY LIMITED AAATE6490L 1 2079638 0 0 2079638 1.69 2079638 0 2079638 1.69 0 1.69 0 0.00 NA NA 2079638

EDELWEISS ASSET
RECONSTRUCTION
COMPANY LIMITED AAATE7680C 1 4967701 0 0 4967701 4.04 4967701 0 4967701 4.04 0 4.04 0 0.00 NA NA 4967701

EDELWEISS ASSET
RECONSTRUCTION
COMPANY LIMITED AAATE6570B 1 2188095 0 0 2188095 1.78 2188095 0 2188095 1.78 0 1.78 0 0.00 NA NA 2188095

EDELWEISS ASSET
RECONSTRUCTION
COMPANY LIMITED AAATE6849F 1 1717160 0 0 1717160 1.40 1717160 0 1717160 1.40 0 1.40 0 0.00 NA NA 1717160

EDELWEISS ASSET
RECONSTRUCTION
COMPANY LIMITED AAATE6341A 1 1676195 0 0 1676195 1.36 1676195 0 1676195 1.36 0 1.36 0 0.00 NA NA 1676195

EDELWEISS ASSET
RECONSTRUCTION
COMPANY LTD AAATE7922P 1 6429215 0 0 6429215 5.23 6429215 0 6429215 5.23 0 5.23 0 0.00 NA NA 6429215

(e) Any
Other(CLEARING
MEMBER) 47 711476 0 0 711476 0.58 711476 0 711476 0.58 0 0.58 0 0.00 NA NA 711476

Category
&
of
the
shareholders
(I) Na
me PAN
(II) No.s
Share
holders
(III) of No.
fully
paid
equity
Share
held
(IV) of
Partly
paid-up
up
equity
Share
held
(V) No.s of
shares
underl
ying
Depos
itory
Receipts Total nos.
shares
held
(VII)=
(IV)+ (V)+
(VI) Share
holding
%
calculated
as per
SCRR,1957)
As a % of No of Voting
Rights Number ofVotingRights
held in each class of
securities
(IX) Total
as a
% of No. of
Shares
Underlying
Outstating
convertible
securities
(including Total
Share holding,
as a %
assuming
full conversion
of convertible
securities ( Number of
Locked in shares
(XII) Number of
Shares
pledged or
otherwise
encumbered
(XIII) Number of
equity
shares held
in
demat
erialized
form

(VI) (A+B+C2)
(VIII)" Class
Equity
x Class
Others
y Total Total
Voting
Rights Warrants)
(X) as a
percentage
of diluted
share
capital)
(XI)=(VII)+(X)
As a % of
(A+B+C2) No.
(a) As a % of
total
shares
held
(b) No.
(Not appli
cable)
(a) As a
% of
total
shares
held
(b) (XIV)

(e) Any
Other(DIRECTORS
RELATIVES) 2 3000 0 0 3000 0.00 3000 0 3000 0.00 0 5.23 0 0.00 NA NA 3000

(e) Any
Other(EMPLOYEE) 8 8776 0 0 8776 0.01 8776 0 8776 0.01 0 0.01 0 0.00 NA NA 8776

(e) Any Other(FOREIGN
NATIONALS) 4 150000 0 0 150000 0.12 150000 0 150000 0.12 0 0.12 0 0.00 NA NA 25000

(e) Any Other(NON
RESIDENT INDIANS
(NON REPAT)) 41 327957 0 0 327957 0.27 327957 0 327957 0.27 0 0.27 0 0.00 NA NA 327957

(e) Any Other(NON
RESIDENT INDIANS
(REPAT)) 97 377694 0 0 377694 0.31 377694 0 377694 0.31 0 5.23 0 0.00 NA NA 327957

(e) Any
Other(OVERSEAS
BODIES
CORPORATES) 3 1133560 0 0 1133560 0.92 1133560 0 1133560 0.92 0 5.23 0 0.00 NA NA 1133560

SUB TOTAL (B)(3) 9586 57067726 0 0 57067726 46.39 57067726 0 57067726 46.39 0 46.39 1218187 0.99 NA NA 56892989

Total Public
Shareholding (B) =
(B)(1)+(B)(2)+(B)
(3)
Details of the shareholders acting as persons in Concert including their Shareholding (No. and %): 0 9590 59564220 0 0 59564220 48.42 59564220 0 59564220 48.42 0 48.42 1218187 0.99 NA NA 59389483

"Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.

Note:

(1) PAN would not be displayed on website of Stock Exchange(s).

(2) The above format needs to be disclosed along with the name of following persons:

Institutions/Non Institutions holding more than 1% of total number of shares."

211

Table IV - STATEMENT SHOWING SHAREHOLDING PATTERN OF THE NON PROMOTER - NON

Category
Name
of
shareholders
(I) &
PAN
(ItIh)e No.
Share
holders
(III) oNf o.
ful
paid
up
equity
Share
held
(IV) oPfartly
lypaid
up
equity
Share
held
(V) No.s
shares
under
lying
Deposi
tory
Receipts
(VI) oTfotalno.
shares
held
(VII)=
(IV)+
(V)+
(VI) Share
holding
%
calculated
as per
SCRR,1957)
As a % of
(A+B+C2) Number of Votting Rights
held in each class of
securities
(IX)
No of Voting
Rights Total
as a
% of
(A+B No. of
Shares
Underlying
Outstating
convertible
securities
(including
Warrants) Total
Shareholding,
as a %
assuming
full conversion
of convertible
securities( as
a % No.
(a) Number of
Locked in
shares
(XII)
As a %
of Number of
Shares
pledged or
otherwise
(XIII)
No.
(Not encumbered
As a % of
total Number of
equity
shares
held
in
dema
terialized
form

(VIII) Class
Equity
x Class
Others
y Total +C) (X) of diluted share
capital)
(XI)=(VII)+(X)
As a % of
(A+B+C2) total
shares
held
(b) applicable)
(a) shares held
(Not
applicable)
(b) (XIV)

1 Custodian/DR
Holder

I 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

"Total Non
Promoter
Non Public
Shareholding
(C)=(C)
(1)+(C)(2)" 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

"Note

(1) PAN would not be displayed on website of Stock Exchange(s).

(2) The above format needs to disclose bame of all holders holding more than 1% of total number of shares.

(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available."

Name
PAN/
Nationality
Name
PAN/
Nationality
Shares %
Voting
Rights on
Exercise of
Exercise of
Passport
Passport
rights %
distributable
control
significant
No. in case
No. in case
dividend or
influence
of a foreign
of a foreign
any other
national
national
distribution Sr.No (I) Details of the significant beneficial owner Details of the registered owner
(II) Details of holding/ exercise of right of the SBO in the reporting company,
whether direct or indirect *: Date of creation /
acquisition of significant
beneficial interest*
(IV)

Table V - STATEMENTSHOWING DETAILS OF SIGNIFICANT BENEFICIAL OWNERS

Primeron Manufacture 10 Millet British

ARSHIYA LIMITED

CIN: L93000MH1981PLC024747 Registered Office: 302, Level-3, Ceejay House, Shiv Sagar Estate, F-block, Dr. Annie Besant Road, Worli, Mumbai-400018

FORM NO. MGT-11 (PROXY FORM)

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

Meeting of all the Secured Creditors (including Debenture Holders) of Arshiya Limited ("the Company")

(Convened Pursuant to The Order Dated 26th Day Of February, 2021 Passed By The Hon'ble National Company Law Tribunal, Mumbai Bench)

Time & Date: 11:00 a.m.(1100Hrs), Saturday, 20th March, 2021

Venue: 302, Level-3, Ceejay House, Shiv Sagar Estate, F-block, Dr. Annie Besant Road, Worli, Mumbai-400018

Name of the Secured Creditor (s):

Registered Address:

E-mail Id:

I/We, being the Secured Creditor (s) for Rs of the above-named company, hereby appoint

1. Name: …………………………………………………………………………………………………………………………………………………………………………

Email ID: ………………………………………………………………………………………………………………………………………………………………………

Address: ………………………………………………………………………………………………………………………………………………………………………

Signature: , Or failing him/her

2. Name: …………………………………………………………………………………………………………………………………………………………………………

Email ID: ……………………………………………………………………………………………………………………………………………………………………

Address: ……………………………………………………………………………………………………………………………………………………………………

Signature:Or failing him/her

3. Name: …………………………………………………………………………………………………………………………………………………………………………

Email ID: ……………………………………………………………………………………………………………………………………………………………………

Address: ……………………………………………………………………………………………………………………………………………………………………

Signature:…………………………………………………………………………………………………………………………………………………………………

as my/our proxy to attend and vote, in case of a poll, for me/us and on my/our behalf at the said Meeting of the Company, to be held on Saturday, the 20th March, 2021 at 11.00 a.m. (1100 Hrs) at Hall of Culture (Nehru Centre), Dr. Annie Besant Road, Worli, Mumbai- 400 018 and at any adjournment thereof in respect of resolutions are indicated below:

Item
No. Resolutions Outstanding
Amount owed I assent to the
resolution I dissent from the
resolution

SPECIAL BUSINESS:

1 Approval of Composite Scheme of Arrangement Between
Arshiya Limited And Arshiya Rail Infrastructure Limited
And Their Respective Shareholders And Creditors.

**This is only optional Please put a √ in the appropriate column against the resolutions indicated in the Box. Alternatively you may mention the Outstanding amount owed to you in the appropriate column in respect of which you would like your proxy to vote, if you leave all the columns blank against any or all the resolutions your proxy will be entitled to vote in the manner as he/she thinks appropriate.

Signed this day of 2021

Signature of Secured Creditor:

Signature of Proxy holder(s):

Notes:

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 said meeting A proxy need not be a Secured Creditor of the company.

2) In case the appointer is a body corporate the proxy form should be signed under its seal or be signed by an office or an attorney duly authorized by it and an authenticated copy of such authorization should be attached to the proxy form.

ARSHIYA LIMITED

CIN: L93000MH1981PLC024747

Reg. Off: 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai- 400018 T: +91 22 42305500/02 F: +91 22 4230 5555 E-mail: [email protected] I Website: www.arshiyalimited.com

Attendance Slip for Meeting of all the Secured Creditors (including Debenture holders) of Arshiya Limited ("the Company").

(Convened Pursuant to The Order Dated 26th Day Of February, 2021 Passed By The Hon'ble National Company Law Tribunal, Mumbai Bench)

I, a Secured Creditor/ proxy / authorised representative for a such Creditor of the Company, hereby record my presence at the said Meeting of the Company on Saturday, the 20th March, 2021 at 11:00 a.m.(1100 Hrs) at 302, Level 3, Ceejay House, F- Block, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai- 400018, Maharashtra.

Name and Address of the Secured Creditor : If Secured Creditor(s) please sign here If Proxy, please mention name and sign here Name of Proxy Signature

Notes:

(1) Secured Creditors / Proxy holders as the case may be are requested to produce the attendance slip duly signed at the Meeting entrance.

(2) Said creditors holding slip in physical form, are requested to advise change in their address, if any, to the Registered address of the Company as mentioned above.

ARSHIYA LIMITED

CIN: L93000MH1981PLC024747

Regd Off: - 302, Level-3, Ceejay House, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai- 400 018 Tel: 022 4230 5500 Fax: 022 4230 5555 E-mail: [email protected] Website: www.arshiyalimited.com

Meeting of all the Secured (including Debenture holders) /Unsecured Creditors of Arshiya Limited ("the Company")

(Convened Pursuant to The Order Dated 26th Day Of February, 2021 Passed By The Hon'ble National Company Law Tribunal, Mumbai Bench)

Time & Date for Secured Creditors: 11:00 a.m (1100 Hrs)., Tuesday, 14th January, 2020

Venue: 302, Level-3, Ceejay House, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai- 400 018.

BALLOT PAPER

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1) (c) of the Companies (Management and Administration) Rules, 2014]

Name of the Company: Arshiya Limited

Registered office: 302, Level-3, Ceejay House, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai- 400 018

S l .
No. Particulars Details

1. Name of the Secured/unsecured Creditor
(In block letters)

2. Postal address

3. Class of Creditor Secured

I hereby exercise my vote in respect of Special resolutions enumerated below by recording my assent or dissent to the said resolution
in the following manner:

Item
No. Resolutions Outstanding
Amount owed I assent to the
resolution I dissent from the
resolution

SPECIAL BUSINESS:

1 Approval of Composite Scheme of Arrangement Between
Arshiya Limited and Arshiya Rail Infrastructure Limited
and Their Respective Shareholders And Creditors.

Date:

Place:

(Signature of the Secured Creditor)

			(Rupees in lakhs)
September	经纳粹人	医单位 रकायन के नेकहन ह	$\mathcal{L}^{\text{max}}{\text{G}}\left( \mathcal{L}^{\text{max}}{\text{G}}\left( \mathcal{L}^{\text{max}}_{\text{G}}\right) \right)$ BRITIST ON THEN
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment	5
(c) intangible Assets	6	44,322.37 2,825.28	47,856.82
(d) Financial Assets			3,223.16
(i) Other Financial Assets	7	663.64
(e) Other Non-Current Assets	8	1,335.26	818.60 1,227.72
		49,146.55	53,126.30

Current assets
(a) Inventories	9		15.66
(b) Financial Assets
(i) Trade Receivables	10	1,323.33	666.59
(ii) Cash and Cash Equivalents (III) Bank Balances Other than (II) above	11	120.24	375.35
(iv) Other Financial Assets	12	267.30	386.16
(c) Other Current Assets	13 14	322.37	348.59
		133.81	308.46
		2,167.05	2,100.81
TOTAL ASSETS		51,313.60	55,227.11
EQUITY AND LIABILITIES
Equity
(a) Equity Share capital	15	4,238.44
(b) Other Equity	16	(18, 197, 13)	4,238.44
		(13,958.69)	(14,073.62) (9,835,18)
Liabilities
Non Current Liabilities			穿式
(a) Financial Liabilities			4, $\mathcal{L}$
(i) Borrowings	17	31,902.67	33,538.04
(b) Provisions	18	120.52	16.42
(c) Other Non-Current Liabilities	19	1,632.32	1,723.69
Current Liabilities		33,655.51	35,278.15
(a) Financial Liabilities			$\mathcal{I}$
(i) Borrowings	20
(ii) Trade Payables	21	304.38	2,029.26
(A) Total outstanding dues of Micro and Small Enterprises		15.77
(B)Total outstanding dues of creditors Other than Micro and			5.24
Small Enterprises		1,307.44	620.88
(iii) Other Financial Liabilities	22	28,103.68	25,206.84
(b) Other Current Liabilities	23	1,874.90	1,918.23
(c) Provisions	24	10.61	3.69
		31,616.78	29,784.14
TOTAL EQUITY & LIABILITIES		51,313.60	55.227.11

			(Rupees in lakhs)
the common construction of the common	$-10^{11}$ ( $65^{11}$	part therefore	Additionalists
		Statester (\$), fabral of	(特任町京内路社

ICOME
Revenue from operations	25 26	13.614.83	13,598.32
Other income otal Income (I)		641.87	1,459.39
		14.256.70	15,057.71
XPENSES
Cost of operations	27	11.400.27	11,507.38
Employee benefits expenses	28	1,121.91	826.79
Finance costs	29	7,015.57	8.018.94
Depreciation and amortization expenses	30	4,099.64	4,130.61
Other expenses	31	1.253.59	895.48
Total Expenses (II)		24,890.98	25,379.20

Loss before exceptional items and tax (1-11)		(10.634.28)	(10, 321.49)
Exceptional Items (Net)	32	(6,475.16)	424.26
Loss before tax		(4, 159.12)	(10, 745.75)
Tax expense:	45
Current tax
Deferred tax
Loss for the year		(4, 159.12)	(10.745.75)

OTHER COMPREHENSIVE INCOME (OCI)
litem not to be reclassified to profit and loss :
Remeasurement of gains/ (losses) on defined benefit plans	37	(24.39)	7.19
TOTAL COMPREHENSIVE INCOME FOR THE YEAR		(4, 183.51)	(10, 738.56)
Earnings per Equity shares (Face Value Rupees 10 each)	33
Basic/ Diluted earnings per share (in Rupees)		(9.81)	(25.35)

Primel siste cahing issues upon to	(Rupees in lakhs)
2000000	Maritrell
Equity Shares of Rupees 10 each issued, subscribed and paid up
As at April 1, 2017
Equity Shares	4,238.44
Issue of equity share during the year
As at March 31, 2018	4,238.44
Equity Shares	4,238.44
Issue of equity share during the year
As at March 31, 2019	4,238.44

					(Rupees in lakhs)
→ 数据: (4400) (4500)	chicagia a- Derivation 初の2000年	REAL SURFACE 16984632231 $\mathcal{L} = \mathcal{L} \left( \left{ \left[ \left( \frac{1}{2} \right) \right] \right} \left{ \left[ \left( \frac{1}{2} \right) \right] \right} \right) \mathcal{L} \left( \mathcal{L} \right)$	ាមអូត) (ខែ futuriliteratur für sellen કામના કોરોટ વધા હતો છે. $\label{eq:3} \mathcal{A}={\mathcal{A}^{\prime}(\mathcal{C}{\mathcal{B}},\mathcal{C}{\mathcal{C}})\in\mathcal{A}{\mathcal{B}}^{\prime}(\mathcal{C}{\mathcal{C}})}=\mathcal{A}{\mathcal{C}}^{\prime}(\mathcal{C}{\mathcal{C}})$	Sung Royaler - 120 前位。 $\mathcal{L}(\mathbf{1}) = { \mathbf{1} \in \mathcal{L}(\mathbf{1}) : \mathbf{1} \in \mathcal{L}(\mathbf{1}) }$ . J. Begeericht STERN CONTRACTOR a kacamatan ing Kabupatèn Kabu	1.1.01
As at April 1, 2017	38,123.31	(43, 189.57)	1,564.45	171.37	(3,330.44)
Loss for the year Other comprehensive income Total comprehensive income for the year Fair valuation of financial guarantees given		(10, 745.75) 7.19 ${10,738.56}$ (4.62)			(10.745.75) 7.19 (10,738.56) (4.62)
As at March 31, 2018	38,123.31	(53, 932.75)	1.564.45	171.37	(14,073.62)
Loss for the year Other comprehensive income		(4, 159.12) (24.39)		٠	(4, 159.12) (24.39)
Total comprehensive income for the year		(4, 183.51)			(4, 183.51)
Fair valuation of financial guarantees given			60.00		60.00
As at March 31, 2019	38,123.31	(58, 116.26)	1,624.45	171.37	(18, 197.13)

					(Rupees in lakhs)
医细胞增长的				Non-Barn E. L. POSTERRING L. PORT.	vice agent, a Arthur) ups Africa.

ISH FLOW FROM OPERATING ACTIVITIES ss for the year before tax				(4, 159.12)	${10,745.75}$

ljustments for :
epreciation and amortization expenses				4.099.64	4.130.61
terest Income				(21.10)	(29.38)
iss on sale/discarded Property, plant and equipment ain on sale of investment					182.79 (5.00)
indry Balances Written Back (net)				(245.67)	(614.53)
inance Expense				7,015.57	8,018.94
ad Debts Written off					101.36
ettlement of Claims				(6,475.16)	302.54
Inwinding of Interest on loan to related party air value of financial instruments				(5.76)	(476.14) (1.28)
iovernment grant - income				(365.49)	(365.49)
Financial Guarantee Income				(3.85)	(0.77)
dvance rent				6.13	1.45
)PERATING PROFIT / (LOSS) BEFORE WORKING CAPITAL CHANGES				(154.81)	499.35
Idjustments for
rade & other payables nventories				640.92 15.66	${817.42}$ 0.07
frade & other receivables				(483.73)	1,532.56

CASH GENERATED FROM OPERATIONS Direct Tax (Paid)/ Refunds				18.04 (113.22)	1,214.56 24.58

NET CASH FLOW FROM OPERATING ACTIVITIES			Total (A)	(95.18)	1,239.14
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment				(167, 78)	(295.31)
Purchase of Intangible assets					(500.00)
Purchase of Invastment Proceeds from Sale of Investment				(77.69) 196,55	31.85
Proceeds from Sale of Property. Plant and Equipment				0.47
Interest Income				21.10	29.38
NET CASH FLOW FROM INVESTING ACTIVITIES			Total (B)	(27.35)	(734.08)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from borrowings - Non current				2,960.00	3,220,74
Repayment of borrowings - Non current				(1,060.00)	(3,756.60)
Borrowing - current (Net) Interest paid on borrowings				(1,788.58) (244.00)	1,402.08 (1, 172.85)

NET CASH FLOW FROM FINANCING ACTIVITIES			Total (C)	(132.58)	(306.63)
Net Increase/(Decrease) In cash and cash equivalents			$(A+B+C)$	(255.11)	198.43
Cash and cash equivalents at the beginning of the year				375,35	176.92
Cash and Cash Equivalents at the beginning of the year				120.24	375.35
Cash and Cash Equivalents at the end of the year				120.24	375.35
*Note:- Changes in liabilities arising from financing activities :
Particulars	March 31, 2018	Cash flow	INDAS Impact	Other non cash adjustment	March 31, 2019
Long term borrowing (Refer Note no. 17 & 22)	42,469.34	1,900.00	144.94	996.38	43,517.90
Short term borrowing (Refer Note no. 20)	2.029.26	(1,788.58)	63.70	$\ddot{\phantom{a}}$	304.38
Notes to the financial statements		$1 - 57$
As per our Report of even date

		i Distri	医皮肤	J, Í j	医眼球	$\mathcal{O}(\mathcal{O}(\mathcal{O}^2))$ and $\mathcal{O}(\mathcal{O}^2)$	医心室计中心定义	and the fact that the con-	(Rupees in lakhs) i Parti
Gross Carrying Value As at April 1, 2017	15,138.85	309.52	25,507.44	10.74	35.91	2.21	14,283.94		55,288.61
Additions	204.81		40.92	ŧ		,	49.60		295.33
Disposals			(261.08)	(3.80)		(1.12)			(266.00)
Other Adjustments	ı		(8.32)		8.32		ı		$\ddot{\phantom{0}}$
As at March 31, 2018	15,343.66	309.52	25,278.96	5,54	44.23	SD	14,333,54		\$5,317.94
Additions			41.37		ı	0.72	55.03	70.66	167.78
Disposals					(8.33)				(8.33)
Other Adjustments									ı
As at March 31, 2019	5,343.66	309.52	25,320.33	6.34	35.90	131	14,388.57	70.66	55,477.39
Accumulated Depreciation
As at April 1, 2017		63.11	2,546.51	195	7.07	3	1,154.50		3,773.16
Depreclation for the year		53.42	2,547.88	1.95	5.67	,	1,157.25		3,766.17
Deductions		ı	(81.05)	(1.14)	$\frac{8}{4}$	(0.02)			[78.21]
As at March 31, 2018	,	116.53	5,013.34	2.76	16.74	٠	2,311.75	,	7,461.12
Depredation for the year		$\frac{311}{2}$	2,530.42	1.32	5.06	0.12	1,159.97	1.76	3,701.76
Deductions					(7.86)				(7.86)
As at March 31, 2019		119.64	7,543.76	4.08	13.94	0.12	3,471.72	1.76	11,155.02
Net Carrying value as at March 31, 2019	5,343.66	189.88	17,776.57	2.86	21.96	1.69	10,916.85	68.90	44,322.37
Net Carrying value as at March 31, 2018	5,343.66	192.99	20,265.62	4.18	27.49	1.09	12.021.79		47,856.82
Note :-In accordance with the indian Accounting Standard (IND AS-S ) on " impainment of Aserts", the mangement during the rearied out an exercise of identifying the assets that may have been impaired in accordance التقدم

			(Rupees in Jakhs)
Contract Contract	Amazola, Indernati	医胆酸酯医麻疹	$\mathcal{O}(\mathcal{A}_1)$
Gross Carrying Value
As at April 1, 2017	213.31	3,208.33	3,421.64
Additions	500.00		500.00
Disposals
As at March 31, 2018	713.31	3,208.33	3,921.64
Additions	٠	٠
Disposals		٠
As at March 31, 2019	713.31	3,208.33	3,921.64
Accumulated Amortisation
As at April 1, 2017	84.03	250.00	334.03
Amortisation for the year	114.61	249.84	364.45
Deductions
As at March 31, 2018	198.64	499.84	698.48
Amortisation for the year	148.04	249.84	397.88
Deductions			$\overline{\phantom{0}}$
As at March 31, 2019	346.68	749.68	1,096.36
Net Carrying value as at March 31, 2019	366.63	2,458.65	2,825.28
Net Carrying value as at March 31, 2018	514.67	2,708.49	3,223.16

OTHER NON CURRENT FINANCIAL ASSETS		(Rupees in lakhs)
Single and Edition	$\sim 10^{-11}$ . NEEGE 特別項関係 $\cdots$	次には、 TO DEPTED SOCKET TO
Unsecured, considered good unless otherwise stated
Financial assets carried at amortised cost
Security Deposits	57.88	14.21
Financial Guarantee	605.76	804.39
Total	663.64	818.60

OTHER NON CURRENT ASSETS			(Rupees in lakhs)
$114.17 - 24.23 + 14.14$		Sample 临床船的化铅酸盐	the senie was an وتار الم MATTRACKET WARD
Unsecured, considered good unless otherwise stated
Capital Advances		869.64	864.64
Advances other than Capital advances
- Other Advances - gratulty (Refer Note 37)			10.05
- Prepaid Rent		1.89	3.79
- TDS Receivable		458.59	345.37
- Service tax paid under protest		5.14	3.87
	Total	1,335.26	1,227.72

INVENTORIES			(Rupees in lakhs)
ablick water and a start to the $\sim$ $\sim$ $\sim$ Service State	$\sim$ 100 $\pm$	$1.5 - 2.1$ $\mathcal{A} \in \mathbb{C}^2 \left( \mathbb{R} \right) \times \mathbb{R}^2 \times \mathbb{R}^2 \times \mathbb{R}^2$	低频效率 $-1000000000000000000000000000000000000$
Stores and Spares			15.66
	Total		15.66

		(Rupees in lakhs)
Children eine	$A\mathcal{D}_0$ . (59) 四年, 40日。	·上学や女い $\langle \langle \hat{V}{\rm L}(\vec{a})\rangle \rangle \simeq \langle \hat{V}{\rm L}(\vec{a})\rangle$
Trade Receivables considered good - Secured Trade Receivables considered good - Unsecured Trade Receivable which have Significant increase in Credit Risk Trade Receivable -credit Impaired	1,323.33 29.11	666.59 4.39
Less: Provision for expected credit loss	1,352.44 29.11	670.98 4.39
	29.11	4.39
Total	1,323.33	666.59

CURRENT ASSETS - CASH AND CASH EQUIVALENTS			(Rupees in lakhs)
dealers and the		(後書) ਾਮਨ ਦੇ ਪੁੱਛ ਲੋਬੋਲ	A. 50 Patha Dec 2017 Personal
Balances with banks in current accounts Cash on hand		119.96 0.28	375.29 0.06
	Total	120.24	375.35

CURRENT ASSETS - OTHER BANK BALANCES		(Rupees in lakhs)
Foreign control	100 T. 2011年3月 4回	$13.5 - 14.$ $\begin{tabular}{ c c c c c c c c c c c c c c c c c c c$
Deposits with banks to the extent held as margin money Interest Accrued on Fixed Deposit	258.12 9.18	357.68 28.48
Total	267.30	386.16

OTHER CURRENT FINANCIAL ASSETS			(Rupees in lakhs)
Hold Angelfals -	$\cdots$	$28.000000000000000000000000000000000000$ 西南北省 2011-408-801	28. HO - 成都市中央 - 小梅鞋
Unsecured, considered good unless otherwise stated Financial assets carried at amortised cost Security Deposits Financial Guarantee		73.44 248.93	111.83 236.76
	Total	322.37	348.59

OTHER CURRENT ASSETS			(Rupees in lakhs)
发射计编辑:		$-3.111111111111111111111111111111111111$ の行(時の)以前的	SALLAS 高額经工程
Advances other than Capital advances
- Advances to Related Parties			0.23
- Advances to Suppliers		39.84	81.34
- Advances to Employees		2.87	$-16.58$
-Others		16.54	15.55
Others
- Other receivable		35.66	35.66
- Prepaid expenses		1.54	2.02
- Balance with Government Authority		37.36	157.08
	Total	133.81	308.46

		transference are amounted
	みんこま	$\lambda = 100$
1.7333333333	不可一样网络医根廷	$\mathbb{E} \left[ \sum_{i=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j=1}^n \sum_{j$

i) Authorised Share Capital
Equity Shares
4,36,50,000 (As at March 31, 2018: 4,36,50,000) Equity shares of Rupees 10 each	4,365.00	4,365.00
Preference Shares
13,50,000 (As at March 31, 2018: 13,50,000) Preference Shares of Rupees 10 each	135.00	135.00
Total	4,500.00	4,500.00
ii) Issued, Subscribed & Fully Paid up
4,23,84,417 (As at March 31, 2018: 4,23,84,417) Equity Shares of Rupees 10 each	4,238,44	4,238.44
Total	4,238.44	4,238.44

The Assistant	$53 - 243323333334 +$ All the Council of	1.344467416 Report Follows (1993) All research
Equity Share Capital Equity shares of Rupees 10 each issued, subscribed and fully paid At April 1, 2017 issued during the year	4,23,84,417	4,238,44
At March 31, 2018	4,23,84,417	4,238.44
Issued during the year	۰
At March 31, 2019	4,23,84,417	4,238.44

Report Allie Shouldwide	SCOTTINE PORT OFF THERE	ALCOHOL:	在以市场或日间的 100 2000	AND TO
	administr	小小的面包 $\sim$ $\sim$ $\sim$	Significant	TELEVISION in na
Equity shares of Rupees 10 each fully paid
Arshiva Limited (Holding Company) Shares held by Nominee and jointly	4,23,83,817	100.00	4,23,83,817	100.00
shareholders	600		600

				(Rupees in lakhs)
16	$\alpha_1+\alpha_2=-2$	2000	$\sum_{\alpha\in\mathbb{Z}}\alpha_{\alpha}^{\alpha}$ and $\sum_{\alpha\in\mathbb{Z}}\alpha_{\alpha}^{\alpha}$	(44) 177 in which are deliber
Securities Premium Account Retained Earnings Equity Component of loan from Parent Company	Equity Component of Guarantee given by Parent Company		38,123.31 (58, 116.26) 1,624.45 171.37	38,123.31 (53,932.75) 1,564.45 171.37
	Total		(18, 197.13)	(14,073.62)

(9) SECRIPTES LIGHTWIT LAWARD		Inchestra in Inggrad
Chavalization 1.11111111111111111111111111111111111 1.111	947, 51 法控制者将行网络山	$213 - 10$ 有任何人的,继续的。
Opening balance Add: On issue of Equity shares	38,123.31 ۰	38,123.31 ٠
Closing Balance	38,123.31	38,123.31

AI assistant

Arshiya Limited — M&A Activity 2021

62700_rns_2021-02-26_c2927086-a670-4cc0-b06d-6b69e33fd843.pdf

Dear Sir/Madam,

Arshiya Limited

ARSHIYA LIMITED

CIN: L93000MH1981PLC024747 Reg Off: 302, Ceejay House, Level-3, Shiv Sagar Estate, F-Block, Dr. Annie Besant Road, Worli, Mumbai - 400018 T: +91 22 42305500/02 F: +91 22 4230 5555 E-mail: [email protected] I www.arshiyalimited.com

NOTICE TO THE SECURED CREDITORS

MEETING OF THE SECURED CREDITORS (INCLUDING DEBENTURE HOLDERS) OF ARSHIYA LIMITED CONVEY PURSUANT TO THE ORDER DATED 26TH DAY OF FEBRUARY, 2021 PASSED BY THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING OF SECURED CREDITORS (INCLUDING DEBENTURE HOLDERS):

INDEX:

FORM NO. CAA. 2

[Pursuant to Section 230 (3) and rule 6 and 7)] BEFORETHENATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH C.A. (CAA)/2926/MB/2019

IN THE MATTER OF THE COMPANIES ACT, 2013;

--First Applicant Company/ Demerged Company

The all the Secured Creditors (Including Debenture Holders) of Arshiya Limited ("Demerged Company")

Notes:

FORM NO. CAA. 2

----First Applicant Company/ Demerged Company

EXPLANATORY STATEMENT UNDER SECTIONS 230, 232 AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OFTHE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 ("EXPLANATORY STATEMENT")

A. BACKGROUND OF THE COMPANIES

B. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

C. BOARD MEETING OF THE DEMERGED COMPANY AND THERESULTING COMPANY FOR APPROVAL OF THE SCHEME

D. DETAILS OF THE SCHEME

25. Share Exchange Ratio

E. APPROVALS/ SANCTIONS/NO-OBJECTIONS FROM REGULATORYORGOVERNMENTALAUTHORITYRECEIVED ORPENDING

A. Directors and Key Managerial Personnel (KMPs)

B. Promoters and Non – Promoter equity shareholders of the Demerged Company and the Resulting Company

C. Depositors

D. Creditors and Debenture – Holders /Debenture Trustees

E. Employees

For Arshiya Limited.

SCHEME OF ARRANGEMENT

BETWEEN

ARSHIYA LIMITED

AND

ARSHIYA RAIL INFRASTRUCTURE LIMITED

UNDER SECTIONS 230 TO 232 READ WITH SECTION 66 AND SECTION 52 AND OTHER

APPLICABLE PROVISONS OF THE COMPANIES ACT, 2013

1. INTRODUCTION

PREAMBLE

BACKGROUND AND RATIONALE FOR THE SCHEME

b. Brief description of the above mentioned business :

2. PARTSOF THE SCHEME

PART – I

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

2. DATEOFTAKING EFFECTAND OPERATIVE DATE

3. SHARE CAPITAL

PART II

UTILISATIONOF SECURITIES PREMIUM

4. UTILISATION OF SECURITIES PREMIUM OF DEMERGED COMPANY AND RESULTING COMPANY

PART – III

DEMERGEROF DOMESTIC BUSINESS UNDERTAKING

5. TRANSFER AND VESTING OF THE DOMESTIC BUSINESS UNDERTAKING

5.1. Assets

5.2. Contracts

5.3. Liabilities

5.4. Licenses and Permissions

PART – IV

REMAINING BUSINESS

6. REMAINING BUSINESS OF THE DEMERGED COMPANY

CONSIDERATION AND ACCOUNTING TREATMENT

7. CONSIDERATION

8. ACCOUNTING TREATMENT

8.1. ACCOUNTING TREATMENT IN THE BOOKS OF DEMERGED COMPANY

8.2. ACCOUNTING TREATMENT IN THE BOOKS OF THE RESULTING COMPANY

PART VI

GENERAL TERMS & CONDITIONS

9. RECLASSIFICATION OFAUTHORISED SHARE CAPITAL

10. TAXASPECTS

11. LISTING AGREEMENT AND SEBI COMPLIANCE

12. LISTING OF EQUITY SHARES OF RESULTING COMPANY

13. APPROVAL OF SCHEME BY PUBLIC SHAREHOLDERS

14. SECURITY

15. EMPLOYEES

16. BUSINESS AND PROPERTY IN TRUST

17. LEGAL PROCEEDINGS

18. SAVING OF CONCLUDED TRANSACTIONS

19. VALIDITYOF EXISTING RESOLUTIONS, ADJUSTMENTS ETC.

Arshiya Limited M&A Activity 2021

(b) Retained Earnings		(Rupees in lakhs)
* Carolina Gare	→ 14 西山區頭腹腔	张江县 ingeres regulators
Opening balance Add/(Less):	(53, 932, 75)	(43, 189.57)
Net Profit/(Loss) for the year	(4, 159.12)	(10, 745.75)
Other comprehensive income	(24.39)	7.19
Equity component of Guarantee given		(4.62)
Closing balance	(58.116.26)	(53, 932.75)

(c) Equity Component of Guarantee given by Parent Company		(Rupees in lakhs)
the Group C	$\mathcal{H}{\text{N}}\times\mathcal{H}{\text{N}}$ 法无投行权化二磷铀铅	Chone 网络网络网络
Equity Component of Guarantee given by Parent Company Opening balance Add/(Less): Transaction during the year	1,564.45 60.00	1,564.45 $\blacksquare$
Closing balance	1,624.45	1,564.45

NON CURRENT BORROWINGS			(Rupees in lakhs)
Recognized Print		$\mathcal{V}_{\mathbf{X}} = \mathcal{A}$	$\langle \sigma \rangle_{\rm{M}} = \langle \sigma \rangle_{\rm{M}}$ 新加拿马鎮, 神病如 -----------------------------------
Secured -Term Loans From Others (refer note 17.1 below)		31,902.67	making and a community product of the first 33,538.04
	Total	31,902.67	33,538.04

		(Kupees in lakhs)
a e	有权化偏极电路留下	不好的有罪三
a New 1.15	$10 - 18$ 2019-2020	10.1411 1,744.63
	2020-2021	6,139.19
	2021-2022	2,276.52
	2022-2023	23,954.16
	Total	34,114.50

NON CURRENT LIABILITIES - PROVISIONS			(Rupees in lakhs)
The Street Pr		$\langle \Delta \rangle_{\rm crit}$ 西日市观復興	中心合計 METHODOLOGISTICS
Provision for employee benefits Gratuity (Refer Note 37) Leave encashment (Refer Note 37)		72.03 48.49	16.42
	Total	120.52	16.42

OTHER NON CURRENT LIABILITIES		(Rupees in lakhs)
(1991) SEPARED 2 $\cdots$ $\cdots$ $\cdots$ *CONTRACT* $ -$ $-2$ $-2$ $-1$ $-1$	$1.363 \pm 0.001$ Benedicty Reads	合約子程
Government Grants	1,632.32	1,723.69
Total	1,632.32	1,723.69 .

CURRENT BORROWINGS			(Rupees in lakhs)
$-12F_{1}^{2}u_{1}^{2}u_{2}^{2}u_{3}^{2}u_{4}^{2}u_{5}^{2}u_{6}^{2}u_{7}^{2}u_{8}^{2}u_{9}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{10}^{2}u_{11}^{2}u_{1$ *Charles Comment* and and the	Controller	大阪市 (1988)
Unsecured	Loans from Holding Company (refer note 20.1 below & Note 41)	304.38	2,029.26
	Total	304.38	2,029.26

CURRENT LIABILITIES- TRADE PAYABLES		(Rupees in lakhs)
the state of the	バイト分数 ੀਨ ਦੇ ਪ੍ਰੋਜ਼ ਉਸਨਾ	$\mathcal{L}{\mathcal{L},\mathcal{S}}^{\mathcal{L}}=\mathcal{L}{\mathcal{L},\mathcal{S}}^{\mathcal{L},\mathcal{S}}$ 2011 网络网络网络科
Total outstanding dues of Micro and Small Enterprises (Refer note 39 & 52) Total outstanding dues of creditors Other than Micro and Small Enterprises (Refer Note 52)	15.77 1,307.44	5.24 620.88
Total	1.323.21	FJF 12

OUTLIES CONSISTED IN SERVICE SECRETIVE		ferminage in teerist
and a resolution	A. 06. 武統保政以知固确地	U.S. IS 早的经济生物资
Financial Llabilities at amortised cost
Current maturities of long term borrowings
Term Loans from banks (Refer Note 22.1)*	6,910.60	8,931.30
Term Loans from others (Refer Note 17.1 & 22.2)	4,704.64
Interest accrued and due on borrowings**	11,710.49	13,183.84
Interest accrued but not due on borrowings	3,280.15	1,370.35
Security Deposit	41.44	57.64
Financial Guarantee		3.85
Others
Project Creditors(Refer Note 35 & 52)	959.28	1,054.01
Employee's Dues ***	216.98	103.59
Payable for Expenses	280.10	502.26
Total	28,103,68	25,206.84

		(Rupees in lakhs)
ست	网络南南荷尼亚	1971 1976 - 00.03
	1.1111	传取平柏利
	2012-2013	22.50
	2013-2014	75.00
	2014-2015	277.50
	2015-2016	3,695.60
	2018-2019*	2,840.00
	Total	6,910.60
ATTURNED Note no. 48
I MUMBALL
$\frac{1}{2}$ 'n
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