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7th Annual Report for the Financial Year 2015-2016 of Arambhan Hospitality Services Limited

(formerly known as Cawasji Behramji Catering Services Limited)

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INDEX

SR. NO.

CONTENTS PAGE NO.

1. CORPORATE INFORMATION 3

2. MANAGEMENT TEAM 4-6

3. CHAIRMAN’S MESSAGE 7-8

4. COMPANY’S VISION, MISSION , CREDO, CLIENTELE 9-11

6. NOTICE 12-23

7. DIRECTOR’S REPORT 24-33

8. ANNEXURES TO DIRECTOR’S REPORT 34-59

9. INDEPENDENT AUDITORS REPORT FOR STANDALONE FINANCIAL STATEMENT FOR THE FY 2015-2016

60-67

10. STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2016 68

11. STANDALONE PROFIT AND LOSS AS AT 31ST MARCH, 2016 69

13. CASHFLOW STATEMENT FOR THE FY 2015-2016

70-71

14. NOTES TO ACCOUNTS

72-85

15. INDEPENDENT AUDITORS REPORT FOR THE CONSOLIDATED FINANCIAL STATEMENT FOR THE FY 2015-2016

86-90

16. CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2016

91

17. CONSOLIDATED PROFIT AND LOSS AS AT 31ST MARCH, 2016

92

18. CASHFLOW STATEMENT FOR THE FY 2015-2016

93-94

19. NOTES TO ACCOUNTS

95-109

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Corporate Information*

*As On 25.08.2016

BOARD OF DIRECTORS

Alfred Micheal Arambhan, Chairman & Managing Director

Nalini Maria Arambhan, Executive Director

Aarathi Arambhan*, Executive Director (Resigned w.e.f. 31.03.2016) Pooja Alfred Arambhan, Executive Director

Yateen Madhukar Chodnekar, Executive Director

Abhijit Pradhan, Independent Director

John Philipose, Independent Director

Shashank More, Independent Director

AUDIT COMMITTEE

Shashank More, Chairman

Abhijit Pradhan

Alfred Micheal Arambhan

CHIEF FINANCIAL OFFICER

Rajiv V. Mudaliar (Resigned w.e.f. August 24, 2016)

COMPANY SECRETARY & COMPLIANCE OFFICER

Sagar Shah

STATUTORY AUDITOR

H.R.Jagannath & Co - Chartered Accountants(Resigned w.e.f. 18.08.2016)

BANKERS

Bank of India

HDFC Bank

STAKEHOLDER/ INVESTOR RELATIONSHIP COMMITTEE:

Abhijit Pradhan- Chairman

Shashank More

Alfred Micheal Arambhan

REGISTRAR AND TRANSFER AGENT

Sharex Dynamic (India) Pvt. Ltd.

Unit no.1, Luthra Ind.Premises, Safed Pool,

Andheri Kurla Road, Andheri (East),

Mumbai - 400072 | T: 2851 5606/ 5644/ 6338 |

F: 28512885 | Web: http://www.sharexindia.com

NOMINATION & REMUNERATION COMMITTEE

Abhijit Pradhan- Chairman

John Philipose

Shashank More

REGISTERED OFFICE

201/202, 2nd Floor, Benston-B Wing, Near Rizvi

College, Sherly Rajan Road, Bandra (West)

Mumbai - 400 050

Tel: 022-65650232, Fax: 022 2204 2080

Website: www.arambhanhospitality.com

E-mail: [email protected]

CIN: U55101MH2009PLC191462

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MANAGEMENT TEAM

ALFRED MICHEAL ARAMBHAN Chairman & Managing Director

Mr. Alfred Micheal Arambhan is the Chairman & Managing Director of our Company. He is a first generation entrepreneur, having over 29 years of experience in ship chandelling & catering industry and is one of the Promoter and first Director of our Company. He is responsible for the expansion and overall management of the business of our Company. His leadership abilities have been instrumental in leading the core team of our Company.

NALINI MARIA ARAMBHAN Executive Director

Mrs. Nalini Maria Arambhan is the Executive Director of our Company. She has over 23 years of experience in the field of business operations and administration. She has been instrumental in establishing the procurement & quality assurance standard for the Company and has been actively involved in the administrative affairs of our Company.

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POOJA ALFRED ARAMBHAN Executive Director

Ms. Pooja Alfred Arambhan is the Executive Director of our Company. She has been actively involved in the business of our company. She is responsible for Onshore catering services business & restaurant business of our Company & is actively engaged in the business of our Company.

YATEEN CHODNEKAR Executive Director

Yateen Chodnekar is an Executive Director in Arambhan Group with responsibilities of Corporate Governance, Human Resource and Technology. He is member of the Board of Directors. Yateen has 22 years of work experience in global organisations like HSBC Japan, Merrill Lynch, Deutsche Bank, Morgan Stanley, Writer Corporation, Boston Consulting Group. His strengths are in grooming Multi-country, multi-culture team and supporting multi- industry businesses. He has a bachelors degree in Electronic Engineering.

MUKESH SHENAI VP, QP & Training

Mr. Mukesh Shenai, is the Vice President – Quality & Assurance of our Company. He has a total work experience of over 25 years in the area of radio communication, quality health safety and environment issues and human resource training. He has been actively involved in setting up Quality Health Safety and Environment (―QHSE) department in our Company.

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ABHIJIT PRADHAN Non- Executive & Independent Director

Mr. Abhijit Pradhan is the Non-Executive & Independent Director of our Company. He is also certified Project Management Professional from the Project Management Institute, Pennsylvania, USA. He has

over 30 years of experience in manufacturing, SAP consultancy and project management for various

industries.

JOHN PHILIPOSE Non- Executive Director & Independent Director

Mr. John Philipose is the Non- Executive & Independent Director of our Company. He has over 26 years

of experience in various capacities such as Command Works Officer, Flag Officer Commanding-in-chief,

Chief Executive Officer of Ships etc. His area of expertise includes HRD and administration, project

management, budgeting and work services, safety security and vigilance and qualitative equipment management.

SHASHANK MORE Non-Executive & Independent Director

Mr. Shashank More is the Non-Executive & Independent Director of our Company. He has over 13 years of experience in the field of finance, audit & risk advisory. Mr. Shashank is presently the Chairman of Audit Committee of our Company.

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Chairman’s Message

It is my great pleasure to present our annual Report for the financial year ended

31st March 2016.

There is a growth in revenue of 12.51% over previous year, mainly due to

increase in offshore business by 11.21% and restaurant business by 31.65%.

The offshore business has registered a profit of 17.35% in the year compared to

4.57% last year.

However, the FY 2015-2016 also continued to be under stress as far as the Oil &

Gas Sector with the global oil prices remaining subdued and under pressure. The

Company provides offshore catering & House-keeping services to the Company’s

engaged in Oil Exploration Sector. The year 2015-16 was a year of significant

upheavals for the oil exploration industry. This decline in crude oil prices was the

sharpest since 2009 and has steeply impacted the capital expenditure spending by

oil exploration companies and, in turn, depressed rig charter rates and industry utilization towards the

end of the year under review.

Accordingly, the offshore sector saw no new notable Catering & Housekeeping contracts and no major

projects were declared nor undertaken both in Indian and Foreign Waters. Despite the above constraints

we were able to get new clients in Rajasthan and few supply contracts in Mumbai and were also able to

succeed in winning a tender for Catering & Housekeeping Contract on 3 rigs of the Oil & Natural Gas

Company, India (ONGC). The contract is for a 3 year duration and is totally valued at INR 20.67 Crores.

This added to the turnover and profit.

Domestically the Governments policy supported by harsh strictures by the Reserve Bank of India saw the

Banking Sector Lending slowing down completely. This has resulted little or no progress in the

Manufacturing Sector. Continuous drought in Maharashtra has played havoc in the Whole Sale price

Index of the Food Sector.

Existing Clients like Great Ship Ltd; Great Offshore Limited; and other Foreign clients have been

demanding discounts and reduced services to control costs and expenditure. This has further pressured

the total turnover outlook for the next year.

Going ahead, there is a possibility that lower oil prices may sustain for the next few years. However, the

Company is optimistic of managing industry downtrends on account of the robustness of its business

model. The Company believes that it is attractively positioned to address the slowdown on the back of its

operational effectiveness and incipient ability to rein in costs.

Your company decided to broad base itself and foray into the Onshore retail catering market.

Accordingly, continued with the services at the Willingdon Catholic Gymkhana (WCG) and the Catholic

Gymkhana (CGS) in Mumbai. Sales in both these gymkhanas dipped tremendously due to internal

differences between committee members and a section of the members. In WCG there were several raids

from the Municipality, Health, Fire and Excise departments for irregularities resulting in the closure of

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two outlets for service and severe restriction on the bar sale areas. In CGS, similar fights and differences

lead to closure of a banquet hall and severe restrictions placed on guest members entries. During this

entire period not only was overall sales effected but there was no increase in menu sale prices despite

inflation.

Your company further, expanded into the restaurant space, again with a view to enter the cash sale

business and broad base its revenue base. The Fun Dining brand “MeSoHappi” (MSH) was curated and

very well received by the food critics, bloggers and media. The first outlet was established on the high

street area of Linking Road, Khar at a considerable high rental for establishing the brand. Food sales was

encouraging even without a Bar Licence. Weekly licence has not shown any significant growth prospects

for Bar Sales.

A Quick Service Restaurant format (QSR) was also established in the upmarket opposite sea face

promenade of Carter Road, Bandra.

A third outlet for MSH alongside a new Fine Dine, Sea Food Speciality restaurant “The Captain’s Table”

(TCT) was curated at BandraKurla Complex (BKC), Bandra. This outlet has a Licence to operate a full

fledged bar.

Your company successfully listed in the SME platform of the Bombay Stock Exchange with a modest

Offer for Sale of Rupees One Crore and Eighty six Lacs and twenty thousand. The stock was

oversubscribed by two times for a premium of Rupees Four per share. In a few weeks time the market

pushed the price to a high of Rupees Forty Four per share. Your scrip was the proud recipient of the

Bombay Stock Exchange award for exceptional performance of a new entrant in the SME sector.

Your Company has taken on long lease an independent Ground plus two-storey structure with open land

and it is planning to establish a warehouse cum food processing unit in Taloja in New Mumbai.

As a part of our growth plans, the Company is exploring various possibilities to expand into the Catering,

Housekeeping, Facilities Management and Restaurant space including Offshore and Remote sites in the

Middle-east . Accordingly, Your company has established an 100% subsidiary “CBCS International Ltd.”

In the Jebel Ali Free Zone Area (JAFZA) of the UAE. CBCS International has entered into a Joint Venture

with a local catering company “Mohammed Al Neyadi Catering Services” with a 49% shareholding in the

JV. The name of the company is proposed to be changed to “Arambhan Al Neyadi Catering Services”

All above growth plans into diversified segments and geography of the food sector itself is planned to

achieve stability and alternate lines of revenue. However, a close watch will be maintained for

profitability, stability and growth.

Continuous improvement in Human Resource development, efficiency in processes and controls will be

at the centre stage of activity lead by a dedicated and experienced management.

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Vision and Mission Statements

We believe in creating invaluable relationship with all our Stakeholders viz; Suppliers, Customers, Lenders, Shareholders and Employees We also aspire to emerge as the partner of choice by providing high quality products and services in a time bound manner by understanding the requirements and executing them effectively and efficiently.

To retain and reinforce our market leadership to meet the aspirations of our customers which will be achieved through time bound zero defect supplies supported by responsive service & empowered employees.

We build lasting relationships with customers based on trust and mutual benefit.

We uphold highest ethical standards in conduct of our business.

We create and nurture a culture that supports flexibility, learning that is proactive to change.

We chart a challenging career for employees with opportunities for advancement and rewards.

We value the opportunity and responsibility to make a meaningful difference in people’s life.

INTEGRITY Honesty in every action

COMMITMENT Deliver on the promise

SEAMLESSNESS Boundary less in letter and spirit

PASSION Energized action

SPEED One step always ahead.

VALUES

CREDO

MISSION

CORPORATE VISION

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CLIENTELE

The company caters to a wide array of clients some of which include:

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Onshore and offshore locations

Barge Oil Rig Remote Production Platform

Supply Vessel Driving Vessel

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NOTICE

Notice is hereby given that the Seventh Annual General Meeting of the Members of Arambhan Hospitality Services Limited (Formerly Known as Cawasji Behramji Catering Services Limited) will be held on Tuesday, September 27, 2016, at 03:00 P.M. at 17, Bahubali Building, Behind Peoples Book House, Cawasji Patel Street, Fort, Mumbai-400001, Maharashtra, India to transact the following business, with or without modification(s), as may be permissible;

ORDINARY BUSINESS:

1. To receive, consider and adopt the Standalone Audited Financial statements and the Consolidated Financial Statements of the Company for the financial year ended March 31, 2016 together with the Reports of the Auditors and Board of Directors thereon;

2. To appoint a Director in place of Mr. Alfred Micheal Arambhan (DIN: 00788831), who retires by rotation and being eligible, offers himself for re- appointment;

SPECIAL BUSINESS:

3. To appoint Statutory Auditors of the Company to fill the casual vacancy: To consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139(8) and other applicable provisions, if any, of the Companies Act, 2013, Companies (Audit and Auditors) Rules, 2014 and other applicable statutes and laws, if any (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force), M/s. S S Rathi & Co., Chartered Accountants (Firm Registration No. 108726W), Mumbai be and are hereby appointed as the Statutory Auditors of the Company to hold office from 19th August, 2016 until the conclusion of the 7th Annual General Meeting of the Company at such remuneration plus service tax, out-of-pocket, travelling and living expenses etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

4. To Appoint Statutory Auditors of the Company: To consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 141 and other applicable provisions, if any, of the Companies Act, 2013, Companies (Audit and Auditors) Rules, 2014 and other applicable statutes and laws, if any (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force), M/s. S S Rathi & Co., Chartered Accountants (Firm Registration No. 108726W), Mumbai be and are hereby appointed as the Statutory Auditors of the Company to hold office for the period of five years i.e. from the conclusion of the Seventh Annual General Meeting until the conclusion of the Twelfth Annual General Meeting to be held in the year 2021, subject to ratification by Shareholders at every Annual General Meeting, at such remuneration plus service tax, out-of- pocket, travelling and living expenses etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

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NOTES: 1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend

and vote instead of himself/herself and the proxy need not be a member of the company. 2. The instrument appointing the proxy, duly completed, must be deposited at the Company's

registered office not less than 48 hours before the commencement of the meeting. A person can act as Proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a Proxy to be appointed by a Member holding more than 10% of the share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. A Proxy form for the 7th Annual General Meeting is enclosed.

3. Corporate members intending to send their authorized representative to attend the Annual General Meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote in their behalf at the Meeting.

4. The Register of Members and Transfer Books of the Company shall remain closed from Tuesday, September 20, 2016 to Tuesday, September 27, 2016, both days inclusive, for the purpose of AGM of the Company.

5. Members/Proxies should bring their duly filled Attendance Slips sent herewith for attending the meeting.

6. The Notice of the 7th Annual General Meeting is being sent by electronic mode to those members whose e-mail address are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.

7. Copies of the Annual Report for FY 2015-2016 along with the Notice of the AGM, Attendance Slip and Proxy Forms are being sent by electronic mode only to those Members whose e-mail addresses are registered with the Company / Depository Participant(s) (“DPs”) for communication purposes unless any Member has requested for a hard copy of the same. For Members who have not registered their e-mail addresses, physical copies of the Annual Report, etc., are being sent by the permitted mode. The Annual Report are being sent to the Members, whose names shall appear in the Register of Members or in case of shares held in electronic form, who were the beneficial owners as on 26th day, of August, 2016. However, if such a person is not a Member on the cut-off date of Tuesday, September 20, 2016; such person shall not be eligible to vote via remote e-voting or at AGM and may treat this Notice for information purpose only. Members may also note that the Annual Report of the Company is also available for download from the website of the Company www.arambhanhospitality.com

8. The Register of Directors and Key Managerial Personnel and their shareholding and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 170 and Section 189 of the Companies Act, 2013 respectively, will be available for inspection by the members at the AGM.

9. To support the ‘Green Initiative’, the Members who have not registered their e-mail are requested to register the same by sending e-mail to [email protected] for receiving all communication including Annual Report, Notices, Circulars, etc. electronically and can also register their contact nos.

10. In case of joint holders attending the Meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

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11. The voting shall be reckoned in proportion to the value of shares registered in the Member’s name to the total paid up share capital of the Company as on Friday, August 26, 2016, and a person who is not a Member as on that date should treat this Notice for information purposes only.

12. The date of declaration of results of the e-voting, i.e. Thursday, September 29, 2016 shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

13. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company during the office hours on all working days between 11:00 a.m. and 1:00 p.m. up to the date of the Meeting.

14. Resolutions passed by the Members through e-voting are deemed to have been passed as if they have been passed at a General Meeting of the Members.

15. Members having any grievances connected with the e-voting can contact Sharex Dynamic (India) Pvt Ltd, Registrar and Share Transfer Agent, at Unit-1, Luthra Ind Premises, 1st Floor, 44 E, M Vasanti Marg, Andheri Kurla Road, Safeed Pool, Andheri East, Mumbai, Maharashtra 400072 (Contact details Tel.: 022 2851 5644, Fax No: 28512885, email: [email protected])

16. The Members who have caste their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to caste their vote again.

17. The facility of polling paper shall also be made available at the Meeting and the Members attending the meeting who have not caste their vote through e-voting shall be able to exercise their voting right at the Meeting.

18. VOTING THROUGH ELECTRONIC MEANS: In compliance with provisions of Section 108 of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), SS-2 and Regulation 44 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company is pleased to provide e-voting facility to all members of the Company to enable them to cast their votes electronically on the items/resolutions mentioned in this Notice. The facility of casting the votes by the members using remote e-voting will be provided by Central Depositary Services (India) Limited (‘CDSL’). The facility for voting through ballot paper shall be made available at the AGM and the Members attending the Meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the Meeting through ballot paper. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

The instructions for shareholders voting electronically are as under:

i. The voting period begins on 24/09/2016 at 10:00 A.M. IST and ends on 26/09/2016 at 05:00 P.M. IST. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 20/09/2016, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

ii. The shareholders should log on to the e-voting website www.evotingindia.com. iii. Click on Shareholders.

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

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

on an earlier voting of any company, then your existing password is to be used. vii. If you are a first time user follow the steps given below:

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

(Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

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

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. Please enter the DOB or Dividend Bank Details in order to login. If the details are

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

viii. After entering these details appropriately, click on “SUBMIT” tab. ix. Members holding shares in physical form will then directly reach the Company selection screen.

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

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

xi. Click on the Electronic Voting Sequence Number (“EVSN”) for the relevant “Arambhan Hospitality Services Limited” (Formerly known as Cawasji Behramji Catering Services Limited) on which you choose to vote.

xii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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

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

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

xvi. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

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

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

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

emailed to [email protected]. After receiving the login details a compliance user should be created using the admin login and

password. The Compliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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

xx. The Board of Directors of the Company has appointed M/s. Abhishek Lakhotia & Co., Company Secretaries, as the Scrutinizer for conducting the e-voting process in a fair and transparent manner.

xxi. The Scrutinizer will submit his report to the Chairman of the Company after the completion of the scrutiny of the e-voting. The results shall be declared on or before 29/09/2016 and communicated to the Stock Exchanges, Depository, Registrar and Share Transfer Agent and would also be displayed on the Company's website at www.arambhanhospitality.com

By order of the Board For Arambhan Hospitality Services Limited

Sd/- Sagar Shah

Place: Mumbai Company Secretary& Compliance Officer Date: 29/08/2016

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013: Item No. 3 The Members of the Company at the 6th Annual General Meeting held on 24th August, 2015 had appointed M/s. Jagannath H.R. & Co., Chartered Accountants, (Firm Registration No: 007541S) as the Statutory Auditors of the Company to hold office from the conclusion of the 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting of the Company (to be held in the year 2020) subject to ratification of the appointment by the Members at every Annual General Meeting of the Company.

M/s. Jagannath H.R. & Co., Chartered Accountants, vide their letter dated 18/08/2016 had resigned from the position as the Statutory Auditors of the Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013.

The Board of Directors at their meeting held on 29th August, 2016 pursuant to the provisions of Section 139(8) under Companies Act, 2013, and as per the recommendation of the Audit Committee, appointed M/s. S S Rathi & Co., Chartered Accountants (Firm Registration No: 108726W), Mumbai as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Jagannath H.R. & Co., Chartered Accountants, subject to the approval by the members in the General Meeting of the Company, at such remuneration plus service tax, out-of- pocket, travelling and living expenses etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Company has received consent and eligibility certificate from M/s. S S Rathi & Co., Chartered Accountants, to act as Statutory Auditors of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out in Item No. 3 of the Notice for appointment and payment of remuneration to the Statutory Auditors.

None of the Directors, Key Managerial Personnel or their relative is, in any way, concerned or interested, in this resolution.

Item No. 4 The Board of Directors at its meeting held on 29th August, 2016, as per the recommendation of the Audit Committee and pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, recommended the appointment of M/s. S S Rathi & Co., Chartered Accountants, (Firm Registration No: 108726W) as Statutory Auditors of the Company to hold office for five years, from the conclusion of the 7th Annual General Meeting, till the conclusion of the 12th Annual General Meeting of the Company to be held in the year 2021 (subject to ratification of the appointment by the Members at every Annual General Meeting), at such remuneration plus service tax, out-of- pocket, travelling and living expenses etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors. The Company has received consent and eligibility certificate from M/s. S S Rathi & Co., Chartered Accountants, to act as Statutory Auditors of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out in Item No. 4 of the Notice for appointment and payment of remuneration to the Statutory Auditors.

None of the Directors, Key Managerial Personnel or their relative is, in any way, concerned or interested, in this resolution.

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Details of Mr. Alfred Micheal Arambhan, Director seeking re-appointment as set out in Item No. 2 of this Notice, pursuant to Regulation 36 of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 and clause 1.2.5 of Secretarial Standards on General Meetings are as follows:

Name of Director Mr. Alfred Micheal Arambhan Date of Birth/ Age DOB: 11/04/1955

AGE: 61 YEARS Nationality INDIAN

Date of First Appointment 3RD April, 2009 Designation Chairman & Managing Director Director Identification Number 00788831

Qualification Intermediate Certificate of Proficiency; Certificate for Marine Radio Officers

Brief Profile including expertise in specific Functional Area

Mr. Alfred Micheal Arambhan is the Chairman & Managing Director of our Company. Mr. Alfred Arambhan is educated in the field of mini computers & micro processors, Alfred started his career by establishing catering business in Mumbai in early 1980’s. Mr. Alfred has significant experience is dealing with and has extensive network though various governmental and quasi governmental bodies, including the Ministry of Surface Transport, Finance & External Affairs, and various public sector enterprises, especially in the field of infrastructural development. Mr. Alfred is also an acclaimed corporate trainer and specializes in areas such as Innovation, Communication and Negotiation skills, Entrepreneurship, and Leadership. Alfred has been a guest lecturer at some of the premier management institutes of India: •The Indian Institute of Management (IIM) •Indian School of Business (ISB), Hyderabad •ICFAI Business School •ITM, Management Institute •CII Mr. Alfred has been facilitated by some of the internationally acclaimed organizations: •The United Nations - Global Compact •The International Who is Who Society-2009

No. of Board Meetings attended during the Financial Year 2015-16

Mr. Arambhan attended all the 11 Board meetings conducted during the year.

Directorships held in other Companies as on March 31, 2016

1. Nationwide Shipping Services Private Limited 2. Mysore Realty Private Limited

Memberships/ Chairmanships of committees of other public companies (Audit and Stakeholders’ Relationship Committee) as on March 31, 2016

NIL

Shareholding in the Company as on 31st March, 2016

3,90,000 Equity Shares (7.8%)

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Attendance Slip Arambhan Hospitality Services Limited

(Formerly known as Cawasji Behramji Catering Services Limited) CIN: U55101MH2009PLC191462

201/202, 2nd Floor, Benston-B Wing, Near Rizvi College, Sherly Rajan Road, Bandra (West) Mumbai - 400 050

Tel: 022-65650232, Fax: 022 2204 2080 Email Id: [email protected]

Website: www.arambhanhospitality.com

DP ID – Client ID/ Folio No.

Name & Address of Sole Member

Name of Joint Holder(s), If any (In Block Letters)

No. of shares held

I certify that I am a member / proxy of the Company. I hereby record my presence at the 7th Annual General Meeting of the Company to be held on Tuesday, 27th September, 2016 at 03.00 p.m. at 17. Bahubali Building, Behind Peoples Book House, Cawasji Patel Street, Fort, Mumbai-400001, Maharashtra, India ________________________ Member’s/ Proxy’s Signature - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - Cut Here- - - - - - -- - - - - - - - - - - - - - - - - - - - - - - -

ELECTRONIC VOTING PARTICULARS EVSN

(E-Voting Sequence Number) User ID PAN / Seq. No

NOTE: Please read the complete instructions given under the Note (The instructions for shareholders voting electronically) to the Notice of Annual General Meeting. The voting starts from Saturday, 24th September, 2016 from 10:00 A.M. and ends on Monday 26th September, 2016 at 5.00 P.M. The voting module shall be disabled by CDSL for voting thereafter. Note: Members attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.

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PROXY FORM - MGT-11

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

CIN: U55101MH2009PLC191462 Name of the Company: Arambhan Hospitality Services Limited (Formerly known as Cawasji Behramji Catering Services Limited) Registered Office: 201/202, 2nd Floor, Benston-B Wing, Near Rizvi College, Sherly Rajan Road, Bandra (West), Mumbai-400050, Maharashtra, India. Website: www. cbcspl.com Name of the Member (s): __________________________________________________________________ Registered address: ______________________________________________________________________ E-mail Id: ____________________ DP ID No.*_________________ Client ID No.*____________________ I / We, being the member(s) of _________ Equity Shares of the above named Company, hereby appoint:

1. Name : ________________________________________________________________________________ Address: _______________________________________________________________________________ E-mail Id: ______________________________________________________________________________ Signature: ______________________________________, or failing him / her

2. Name : ________________________________________________________________________________ Address: _______________________________________________________________________________ E-mail Id: ______________________________________________________________________________ Signature: ______________________________________, or failing him / her 3. Name : ________________________________________________________________________________ Address: _______________________________________________________________________________ E-mail Id: ______________________________________________________________________________ Signature: ______________________________________ as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 7th Annual General Meeting of the Company, to be held on Tuesday, September 27, 2016, at 3:00 P.M. at 17. Bahubali Building, Behind Peoples Book House, Cawasji Patel Street, Fort, Mumbai-400001 and at any adjournment thereof, in respect of such resolutions set out in the Notice convening the meeting, as are indicated below: Resolution No: For Against

1. To receive, consider and adopt the Standalone Audited Financial statements and the Consolidated Financial Statements of the Company for the financial year ended March 31, 2016 together with the Reports of the Auditors and Board of Directors thereon;

2. To appoint a Director in place of Mr. Alfred Micheal Arambhan (DIN: 00788831), who retires by rotation and being eligible, offers himself for re- appointment;

3. To appoint Statutory Auditors of the Company to fill the casual vacancy; 4. To appoint Statutory Auditors of the Company.

Signed this _____ day of ______, 2016 Signature of shareholder Signature of Proxy Holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue Stamp Of Re. 1/-

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E-COMMUNICATION REGISTRATION FORM

Dear Shareholders, The Ministry of Corporate Affairs and the Securities and Exchange Board of India have commenced “Green Initiative” by allowing paperless compliances by Companies. The Companies can send Annual Reports and General Notices in electronic mode to Shareholders who have registered their E-mail addresses for the purpose. It is a welcome move for the society at large, as this will reduce paper consumption to a great extent and allow Shareholders to contribute towards a Greener Environment. This is a golden opportunity for every Shareholder of Arambhan Hospitality Services Limited (Formerly known as Cawasji Behramji Catering Limited). We therefore invite all our Shareholders to contribute to the cause by filling up the form given below to receive communication from the Company in electronic mode. Let’s be part of this ‘Green Initiative’! Please note that as a Member of the Company you will be entitled to receive all such communication in physical form, upon request. Best Regards, Sd/- Sagar Shah Company Secretary & Compliance Officer

E-COMMUNICATION REGISTRATION FORM

Folio No./ DP ID and Client ID: _____________________________________________________ Name of 1st Registered Holder: ______________________________________________________ Name of Joint Holder(s) : __________________________________________________________ Registered Address: _______________________________________________________________ E-mail ID(to be registered) : _________________________________________________________ I/ We Shareholder(s) of Arambhan Hospitality Services Limited (Formerly known as Cawasji Behramji Catering Services Limited) agree to receive communication from the Company in electronic mode. Please register my above E-mail address in your records for sending communication through E-mail. Date: ______________ Signature: _________________

Note: Shareholder(s) are requested to provide the E-mail ID very carefully, as all the communication from the Company shall be sent to the E-mail ID provided through this form. The Shareholders are also requested to keep the Company informed as and when there is any change in the registered E-mail address.

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Dear Member, Subject: Voting through electronic means (E-voting) Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules,2015 and Regulation 44 of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company is pleased to offer E-voting facility to members so as to cast vote electronically on all resolutions set forth in the Notice convening the Annual General Meeting to be held on Tuesday , September 27 , 2016 at 17. Bahubali Building, Behind Peoples Book House, Cawasji Patel Street, Fort, Mumbai-400001, Maharashtra, India. The Company has engaged Central Depositary Services (India) Limited to provide the E-voting facility. The E-voting facility is available at the link www.evotingindia.com ELECTRONIC VOTING PARTICULARS

Electronic Voting Sequence Number (EVSN)

User ID Password/ PIN

The voting starts from Saturday, 24th September, 2016 from 10:00 A.M. and ends on Monday 26th September, 2016 at 5.00 P.M. The voting module shall be disabled by CDSL for voting thereafter. The cut-off date for the purpose of E-voting is 20th September, 2016. During the E-voting period, all members of the Company holding shares in any form i.e. Physical or De materialized may cast their vote electronically. Members desiring to exercise remote E-voting option may refer to the detailed procedure on electronic voting provided in the Notice of the AGM. This communication is an integral part of the Notice dated August 29, 2016, for convening the Seventh Annual General Meeting of the Company.

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Route map to reach the venue of the 7th Annual General Meeting

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DIRECTORS’ REPORT

To The Members, Arambhan Hospitality Services Limited (Formerly known as Cawasji Behramji Catering Services Limited) We are delighted to present the report on our business and operations for the year ended March 31, 2016. FINANCIAL PERFORMANCE A summary of your Company’s financial performance is given below:

(Rs. in ‘000’) Particulars For the F.Y. ended

March 31, 2016 For the F.Y. ended

March 31, 2015 Audited Audited INCOME Revenue from Operations 709,764.01 638,084.32 Other Income 13,247.85 3,644.47 Total Income 723,011.86 641,728.79 EXPENDITURE Raw Materials consumed 433,590.68 338,749.52 Employee Benefit Expenses 120,351.36 124,801.51 Other Expenses 118,551.88 114,251.72 Total Expenditure 672,493.92 577,802.75 Profit/Loss before Interest & Depreciation 50,517.94 63,925.74 Finance costs 23,721.44 24,811.83 Depreciation and amortization expense 8,612.68 9,840.14 Profit/Loss before exceptional and extraordinary items and Tax

18,183.82

29,273.77

Exceptional and Extraordinary items - 12,819.22 Profit/Loss before Tax 18,183.82 16,454.55 Tax – Current Tax 6,702.86 3,773.78 Profit/Loss after Tax 11,480.96 12,680.77 Basic/Diluted Earnings per equity share 2.30 2.54

FINANCIAL HIGHLIGHTS During the year 2015-2016 the total revenue of our company increased to Rs. 72,30,11,860 as against Rs. 64,17,28,790 in the year 2014-15, representing a increase of 12.51 % of the revenue from the operations. OPERATIONAL HIGHLIGHTS Your company further expanded into the restaurant space, again with a view to enter the cash sale business and broad base its revenue base. The Fun Dining brand “MeSoHappi” (MSH) was curated and very well received by the food critics, bloggers and media. The first outlet was established on the high street area of Linking Road, Khar at a considerable high rental for establishing the brand. Food sales was encouraging even without a Bar Licence. Weekly licence has not shown any significant growth prospects for Bar Sales. A Quick Service Restaurant format (QSR) was also established in the upmarket opposite sea face promenade of Carter Road, Bandra.

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A third outlet for MSH alongside a new Fine Dine, Sea Food Speciality restaurant “The Captain’s Table” (TCT) was curated at BandraKurla Complex (BKC), Bandra. This outlet has a Licence to operate a full fledged bar. Your company decided to broad base itself and foray into the Onshore retail catering market. Accordingly, continued with the services at the Willingdon Catholic Gymkhana (WCG) and the Catholic Gymkhana (CGS) in Mumbai. Sales in both these gymkhanas dipped tremendously due to internal differences between committee members and a section of the members. In WCG there were several raids from the Municipality, Health, Fire and Excise departments for irregularities resulting in the closure of two outlets for service and severe restriction on the bar sale areas. In CGS, similar fights and differences lead to closure of a banquet hall and severe restrictions placed on guest members entries. During this entire period not only was overall sales effected but there was no increase in menu sale prices despite inflation. Despite the above constraints we were able to get new clients in Rajasthan and few supply contracts in Mumbai and were also able to succeed in winning a tender for Catering & Housekeeping Contract on 3 rigs of the Oil & Natural Gas Company, India (ONGC). The contract is for a 3 year duration and is totally valued at INR 20.67 Crores. This added to the turnover and profit. Your company successfully listed in the SME platform of the Bombay Stock Exchange with a modest Offer for Sale of Rupees One Crore and Eighty six Lacs and twenty thousand. The stock was oversubscribed by two times for a premium of Rupees Four per share. In a few weeks time the market pushed the price to a high of Rupees Forty Four per share. Your scrip was the proud recipient of the Bombay Stock Exchange award for exceptional performance of a new entrant in the SME sector. FUTURE OUTLOOK Going ahead, there is a possibility that lower oil prices may sustain for the next few years. However, the Company is optimistic of managing industry downtrends on account of the robustness of its business model. The Company believes that it is attractively positioned to address the slowdown on the back of its operational effectiveness and incipient ability to rein in costs. We intend to expand our catering and housekeeping services into onshore market segment as we believe that there is potential market for providing corporate meals, at affordable price, to corporate offices near Andheri and Bandra Kurla complex area in Mumbai. As such our Company is planning to have centralized kitchen to cater such segment. We believe that this potential market will aid in our expansion in times to come. Your Company has taken on long lease an independent Ground plus two-storey structure with open land and it is planning to establish a warehouse cum food processing unit in Taloja in New Mumbai. As a part of our growth plans, the Company is exploring various possibilities to expand into the Catering, Housekeeping, Facilities Management and Restaurant space including Offshore and Remote sites in the Middle-east . Accordingly, Your company has established an 100% subsidiary “CBCS International Ltd.” In the Jebel Ali Free Zone Area (JAFZA) of the UAE. CBCS International has entered into a Joint Venture with a local catering company “Mohammed Al Neyadi Catering Services” with a 49% shareholding in the JV. The name of the company is proposed to be changed to “Arambhan Al Neyadi Catering Services”

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All above growth plans into diversified segments and geography of the food sector itself is planned to achieve stability and alternate lines of revenue. However, a close watch will be maintained for profitability, stability and growth

Continuous improvement in Human Resource development, efficiency in processes and controls will be at the centre stage of activity lead by a dedicated and experienced management

CHANGE IN THE NATURE OF BUSINESS There has been no change in the nature of business of the Company during the year under review. RESERVES During the year 2015-2016 the total Reserves & Surplus of our company decreased to INR 7,92,50,440 as against INR 10,59,08,860 in the year 2014-15. The decrease was mainly due to the Issue of fully paid up Bonus Equity Shares to the Shareholders of the Company of INR 3,75,00,000.

DIVIDEND With a view to conserve resources, your Directors do not recommend Dividend for the year under review.

DETAILS OF SUBSIDIARY COMPANY As a part of our growth plans, the Company is exploring various possibilities to expand into the Catering, Housekeeping, Facilities Management and Restaurant space including Offshore and Remote sites in the Middle-east . Accordingly, Your company has established an 100% subsidiary “CBCS International Ltd.” In the Jebel Ali Free Zone Area (JAFZA) of the UAE. CBCS International has entered into a Joint Venture with a local catering company “Mohammed Al Neyadi Catering Services” with a 49% shareholding in the JV. The name of the company is proposed to be changed to “Arambhan Al Neyadi Catering Services” CHANGE OF NAME The Promoter and also Chairman & Managing Director, Mr. Alfred Micheal Arambhan (DIN: 00788831), is a first generation entrepreneur, having over 28 years of experience in ship chandelling and catering industry. With a view to enter into catering and housekeeping business Mr. Alfred Micheal Arambhan started a partnership firm under the name and style of “M/s. Cawasji Behramji Catering Services” in the year 2003. Further, in order to infuse corporate culture in serving our clients, our Promoter, Mr. Alfred Micheal Arambhan commenced providing the services as offered earlier by the partnership firm M/s. Cawasji Behramji Catering Services under the newly incorporated Company under the name and style of “Cawasji Behramji Catering Services Private Limited” in the year 2009.

With the passage of time and with dedicated efforts of Mr. Alfred Micheal Arambhan the operations of our Company have gradually grown over the years. Apart from offshore catering, the Company has forayed into new business segments of Banquets and also food retail by opening a multi cuisine restaurant under the name “me so happi”.

The Company presently is a unit of Arambhan Group and it is Mr. Alfred Micheal Arambhan’s vision to enhance the Corporate image of Arambhan Group and accordingly it was proposed to change the name of the Company to Arambhan Hospitality Services Limited.

A fresh Certificate of Incorporation pursuant to the change of name of the Company was issued by the Registrar of Companies, Mumbai on May 17, 2016.

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CHANGES IN SHARE CAPITAL During the year under review, pursuant to the issuance of Bonus Equity Shares, the paid-up Share Capital of the Company was increased from INR 1,25,00,000/- comprising of 12,50,000 equity shares of INR 10/- each to INR 5,00,00,000/- comprising of 50,00,000 Equity Shares of the Company of INR 10/- each. HUMAN RESOURCE DEVELOPMENT & TRAINING As the Company’s mission statement states, we believe in creating invaluable relationship with all our Stakeholders viz; Suppliers, Customers, Lenders, Shareholders and Employees. Human Resources continue to be the most valuable assets for your Company. The Company’s recruitment strategy ensured that employee addition was clearly aligned to business demand and their eligibility. Your Company strives to help its employees grow professionally and to give them opportunities to accomplish their career goals. Also, constant efforts are in place towards creating and maintaining an enthusiastic work culture to give an equal opportunity to demonstrate their potential towards achieving the corporate goals and objectives. Your Company undertakes induction and staff welfare programmes for thier employees and helps in built their inner strengths and abilities.

PARTICULARS OF EMPLOYEES A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of INR 1.02 crore or more, or employed for part of the year and in receipt of INR 8.5 lakh or more a month, under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure 2 to the Board's report. BOARD OF DIRECTORS The Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Independent Directors. The Company is required to appoint 1 Independent Director in terms of section 149 due to change in composition of Directors. MEETINGS OF THE BAORD Your Directors report that the regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The Board met 11 (Eleven) times during the financial year 2015-16. Number and dates of meeting of Board held during the year:

Sr. No. Board Meeting 1. April 16, 2015 2. April 18, 2015 3. April 27, 2015 4. May 18, 2015 5. May 21, 2015 6. June 09, 2015 7. June 12, 2015 8. July 16, 2015 9. August 10, 2015 10. October 12, 2015 11. January 14, 2016

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Number of meeting attended by each Director:

Sr. No. Name of Directors Board meeting attended

1. Alfred Micheal Arambhan 11 2. Nalini Maria Arambhan 11 3. Aarathi Alfred Arambhan 11 4. Pooja Alfred Arambhan 2 5. Yateen Madhukar Chodnekar 1 6. Abhijit Pradhan 6 7. John Philipose 2 8. Shashank More 4

MEETINGS OF THE COMMITTEE i. Audit Committee

The Audit Committee comprises Mr. Shashank More (Chairman), Mr. Abhijit Pradhan and Mr. Alfred Micheal Arambhan as Members. All the recommendations made by the Audit Committee were accepted by the Board. The Audit Committee met twice during the financial year under review. The meetings of the Committee were held on 12th October, 2015 & 14th January, 2015.

The attendance of each Director at the said Committee Meetings is given below:

Name of the Directors No. of Committee Meetings Held

No. of Committee Meetings attended

Mr. Shashank More (Chairman), 2 2 Mr. Abhijit Pradhan 2 2 Mr. Alfred Micheal Arambhan 2 2

During the year 2015-16 the Audit Committee met only twice as Company got Listed on 19th October, 2015.

ii. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Mr. Abhijit Pradhan (Chairman), Mr. JohnPhilipose and Mr. Shashank More as Members. The Nomination and Remuneration Committee met twice during the financial year under review. The meeting of the Committee was held on 12th October, 2015 & 14th January, 2015.

The attendance of each Director at the said Committee Meetings is given below:

Name of the Directors No. of Committee Meetings Held

No. of Committee Meetings attended

Mr. Abhijit Pradhan (Chairman), 2 2 Mr. Shashank More 2 2 Mr. John Philipose 2 1

iii. Stakeholders Relationship Committee

During the financial year 2015-16, no meeting of the Stakeholders Relationship Committee was held.

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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND EXPENDITURE Since your Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Section 134(3)(m) of the Companies Act, 2013, the Companies (Accounts) Rules, 2014 are not applicable. The details of foreign exchange earnings and expenditure of your Company appear in the Notes to Accounts. EXTRACT OF ANNUAL RETURN Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure 1. FIXED DEPOSITS The Company has not accepted fixed deposits from public within the purview of Section 74 of the Companies Act, 2013 during the year. CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 4. LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES Your Directors report that the Company has not granted any Loans, Guarantees or Investment in Securities under Section 186 of the Companies Act, 2013. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 2016 and the date of Director’s Report. VIGIL MECHANISM The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The mechanism provides for adequate safeguards against victimization of Directors and employees who has availed the mechanism and Chairman of the Audit Committee shall have a direct access of the complaints and grievances under the mechanism. The details of Vigil Mechanism/Whistle Blower Policy are available on the website of the Company at http://www.arambhanhospitality.com

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DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Alfred Arambhan, Chairman and Managing Director (DIN: 00788831) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Rajiv Mudaliar was appointed to be Whole-time Key Managerial Personnel of the Company under the category of Chief Financial Officer with effect from 21st May, 2015. Alfred Micheal Arambhan was re-appointed as Chairman & Managing Director to be a Whole-time Key Managerial Personnel of the Company in pursuance to the applicable provisions of the Companies Act, 2013. Pooja Alfred Arambhan resigned on 21st May, 2015. However she was again appointed as Executive Director- Legal, Compliance & Branding of the Company on 14th January, 2016. Aarathi Alfred Arambhan resigned on 31st March, 2016 due to her pre-occupations and other commitments. Yateen Madhukar Chodnekar was appointed as Executive Director- Human Resource and Information Technology on 14th January, 2016. Sagar Shah was appointed to be Whole-time Key Managerial Personnel of the Company under the category of Company Secretary with effect from 21st May, 2015. John Philipose and Abhijit Pradhan were appointed as Independent Directors of the Company on April 27, 2015. Shashank More was appointed as Independent Director of the Company on 12th June, 2015. David Romeo Arambhan was appointed to be Whole-time Key Managerial Personnel of the Company under the category of Chief Executive Officer (CEO) with effect from 14TH January, 2016. Brief profile of Chairman & Managing Director proposed to be re-appointed as aforesaid is provided in the Exhibit in the Notice of Annual General Meeting forming part of this Annual Report. DECLARATION BY INDEPENDENT DIRECTOR The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Act that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Listing Regulations. INDEPENDENT DIRECTORS’ MEETING The Independent Directors met on January 14, 2016, without the attendance of Non- Independent Directors and members of the Management. The Independent Directors, inter alia, reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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PERFORMANCE EVALUATION The Companies Act, 2013 stipulates the performance evaluation of the Directors, Board and its Committees. The Company has devised the criteria based on which the annual performance evaluation of the Directors, Board and Board Committees has been carried out. The criteria for performance evaluation of Independent Directors are mainly devised based upon the parameter for professional conduct, role, functions and duties laid under Schedule IV of the Companies Act, 2013. The Evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, participation in discussions, etc. Performance evaluation of individual Directors was on parameters such as attendance, contribution, constructive and active participation etc. The Independent Directors, at their separate Meeting, evaluated the performance of Non - Independent Directors including Chairperson of the Company and the Board as a whole; the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. The performance of all directors was also evaluated by the Nomination and Remuneration Committee. The Board of Directors considered the performance evaluation of the Directors, Board and Board Committees. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the concerned Director being evaluated and based on the evaluation process, the Board had determined to continue the term of all the Independent Directors. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- 1. In preparation of the Annual Accounts, the applicable accounting standards have been followed

along with proper explanations; 2. The Directors had selected such Accounting Policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2016 and of the profit or loss of the company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the Annual Accounts on a going concern basis; 5. The Directors had laid down internal financial controls to be followed by the Company and that such

internal financial controls are adequate and were operating effectively; 6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

AUDITORS Statutory Auditors: M/s. Jagannath H.R. & Co., Chartered Accountants was appointed as the Statutory Auditors of the Company to hold office for a period of five years i.e. from the conclusion of the Sixth Annual General Meeting of the Company until the conclusion of the Eleventh Annual General Meeting (to be held in the year 2020). However, M/s. Jagannath H.R. & Co. resigned from the Company with effect from 18th August, 2016. Therefore, on the recommendation of the Audit Committee and subject to the shareholders

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approval, Board of Directors appointed M/s. S S Rathi & Co., Chartered Accountants (Firm Registration No. 108726W), Mumbai as the Statutory Auditors of the Company to hold office from 18th August, 2016 until the conclusion of the 7th Annual General Meeting of the Company.

Further, pursuant to the recommendation of the Audit Committee, it is also proposed to appoint M/s. S S Rathi & Co., Chartered Accountants as Statutory Auditors of the Company for a period of 5 continuous years i.e., from the conclusion of 7th Annual General Meeting till the conclusion of 12th Annual General Meeting of the Company subject to ratification by Shareholders at every Annual General Meeting.

The Auditors have confirmed that, their appointment, if made, would be in accordance with the Section 139 of the Companies Act, 2013 and the rules made there under and that they are not disqualified in terms of Section 141 of the Act. AUDITORS’ REPORT The Auditors Report to the Members on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2016, does not contain any qualification, reservation, adverse remark or disclaimer. No frauds have been reported by auditors under sub-section (12) of Section 143 of the Companies Act, 2013. SECRETARIAL AUDITOR Pursuant to Section 204 of the Companies Act 2013, the Board has appointed M/s. Abhishek Lakhotia & Co. Practising Company Secretaries as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016, does not contain any qualification, reservation and adverse remark and is annexed to this report as Annexure 7. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations forms part of this Annual Report in Annexure 6 ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operation was observed in the internal financial controls. MANAGERIAL REMUNERATION Disclosures of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 5. None of the Directors of the Company are in receipt of any commission from the Company or from any Subsidiary of the Company. The details of remuneration paid to the Directors of the Company are given in ‘Annexure 1’ to this Report.

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SIGNIFICANT & MATERIALS ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status and company’s operations in future. RISK MANAGEMENT POLICY Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a Risk Management Policy. The Company has a robust Risk Management framework to identify and evaluate business risks and opportunities. The framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company’s competitive advantage. NOMINATION AND REMUNERATION POLICY The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and is annexed to this Report as Annexure 3. The Company for the year under review has not paid any remuneration and sitting fees to Non-Executive Directors. SEXUAL HARASSMENT The Company is in the process of forming the Sexual Harassment Committee. However, during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENTS Your Directors place on record their gratitude for the continuing support of clients, Charterers, stakeholders, Shareholders, Investors, shipping agents, bankers, insurance companies, protection and indemnity clubs, consultants and advisors various Government authorities & departments, Port trust authorities and Business allies &associates for their continuous support and co-operation at all levels. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

Date: 29th August, 2016 On Behalf of Board of Directors Place: Mumbai Sd/- Alfred Micheal Arambhan Chairman & Managing Director

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Annexure 1 EXTRACT OF ANNUAL RETURN

As on the financial year ended 31st March, 2016 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

Form No. MGT-9

I. REGISTRATION AND OTHER DETAILS i. CIN: U55101MH2009PLC191462 ii Registration Date 03/04/2009 iii Name of the Company Arambhan Hospitality Services Limited


iv Category of the Company Sub-Category of the Company

Company limited by shares Indian Non-government Company

v Address of the Registered office and contact details

201/202, 2nd Floor, Benston-B Wing, Near Rizvi College, Sherly Rajan Road, Bandra(West), Mumbai-400050, Maharashtra, India Tel: 022-65650232, Fax: 022 2204 2080 Email Id: [email protected]/ [email protected] Website: www.cbcspl.com

vi Whether listed company Yes vii Name, Address and Contact details

of Registrar and Transfer Agent, if any

Sharex Dynamic (India) Pvt. Ltd. Unit no.1, Luthra Ind.Premises, Safed Pool Andheri Kurla Road, Andheri (East), Mumbai – 400072 T: 2851 5606/ 5644/6338 Fax: 28512885 Web: http://www.sharexindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sr. No. Name and Description of NIC Code of the % to total turnover of the main products / services Product/ service Company

1. Catering Business 5621 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Name and Address of the Company

CIN/GLN/Registration Number

Holding/ Subsidiary/ Associate

% of Shares held

Applicable Section

CBCS International Limited Address: PO Box, 94570, Dubai, UAE

Reg. No.: 175919 Wholly-owned Subsidiary

100.00% 2(87)

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding:

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % Chan

ge during the year

Demat Physical Total % of Total

Shares Demat Physical Total

% of total

shares

A. Promoters

(1) Indian

a) Individual/ HUF 12,49,997 12,49,997 99.999 36,69,988 - 36,69,988 73.4 26.59

b) Central Govt

c) State Govt (s)

d) Bodies Corp.

e) Banks / FI

f) Any Other

Sub-total (A) (1):- 12,49,997 12,49,997 99.999 36,69,988 - 36,69,988 73.4 26.59

(2) Foreign

a) NRIs - Individuals

b) Other – Individuals

c) Bodies Corp.

d) Banks / FI

e) Any Other

Sub-total (A) (2):-

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

12,49,997 12,49,997 99.999 36,69,988 - 36,69,988 73.4 26.59

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks / FI

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c) Central Govt

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

g) FIIs

h) ForeignVenture Capital Funds

i) Others (specify)

Sub-total (B)(1)

2. Non-Institutions

a) Bodies Corp.

i) Indian

ii) Overseas -

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

3 - 3 Negligi

ble 6,70,012 - 6,70,012 13.40 13.40

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

- - - - 5,30,000 - 5,30,000 10.6 10.6

c) Others (specify) - - - 1,30,000 - 1,30,000 2.6 2.6

Sub-total (B)(2) 3 - 3 Negligi

ble 1330012 - 1330012 26.6 26.6

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

3 - 3 Negligi

ble 1330012 - 1330012 26.6 26.6

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - -

Grand Total (A+B+C)

12,50,000 12,50,000 100 50,00,000 - 50,00,000 100 -

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ii. Shareholding of promoters:

Sr. No

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year % change in shareholding during the year

No. of shares

% of total shares of the company

%of Shares Pledged/ encumbered to total shares

No. of shares


%of Shares Pledged / encumbered to total shares

1 Alfred Micheal Arambhan 97,500 7.8 - 3,90,000 7.8 - -

2 Nalini Maria Arambhan 11,49,997 91.99 - 32,69,988 65.4 - 26.59

3 Aarathi Alfred Arambhan 1250 0.1 - 5,000 0.1 - -

4 Pooja Alfred Arambhan 1250 0.1 - 5,000 0.1 - -

Total

12,49,997

99.99 - 36,69,988 73.4 - 26.59

iii. Change in Promoters’ Shareholding (please specify, if there is no change):

Sr. No


Cumulative Shareholding during the year

No. of shares % of total shares of the company

No. of shares


1 Alfred Micheal Arambhan There is no change in shareholding during the year

2 Nalini Maria Arambhan

At the beginning of the year 11,49,997 91.999 11,49,997 91.999

Bonus Issue during the year 34,49,991 - - -

Dilution of stake by offering 13,30,000 shares to public in IPO

(13,30,000) - - -

At the End of the year 32,69,988 65.4 32,69,988 65.4

3 Aarathi Alfred Arambhan There is no change in shareholding during the year

4 Pooja Alfred Arambhan There is no change in shareholding during the year

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iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No

For Each of the Top 10 Shareholders



No. of shares


No. of shares


1. Chander Mohan Bhatia At the beginning of the year - - - - Increase – Transfer on 06/11/2015 60,000 1.2 60,000 1.2 Increase – Transfer on 04/12/2015 20,000 0.4 80,000 1.6 Increase – Transfer on 22/01/2016 50,000 1 1,30,000 2.6 At the end of the year 1,30,000 2.6 1,30,000 2.6 2. LSE Securities Limited At the beginning of the year - - - - Increase – Transfer on 30/10/2015 80,000 1.6 80,000 1.6 Decrease – Transfer on 6/11/2015 40,000 0.8 40,000 0.8 Increase – Transfer on 27/11/2015 20,000 0.4 60,000 1.2 Increase – Transfer on 11/12/2015 10,000 0.2 70,000 1.4 Decrease – Transfer on 08/01/2016 40,000 0.8 30,000 0.6 Increase – Transfer on 15/01/2016 70,000 1.4 1,00,000 2 Decrease – Transfer on 22/01/2016 50,000 1 50,000 1 Increase – Transfer on 05/02/2015 10,000 0.2 60,000 1.2 At the end of the year 60,000 1.2 60,000 1.2

3. Anshuman Aich Sarkar At the beginning of the year - - - - Increase – Allotment pursuant to IPO on

16/10/2015 50,000 1 50,000 1

At the end of the year 50,000 1 50,000 1

4. Atul Babubhai Chauhan (HUF) At the beginning of the year - - - - Increase – Transfer on 04/12/2015 50,000 1 50,000 1 At the end of the year 50,000 1 50,000 1

5. Hoshang Keki Vakil At the beginning of the year - - - - Increase – Transfer on 27/11/2015 10,000 0.2 10,000 0.2 Increase – Transfer on 11/12/2015 10,000 0.2 20,000 0.4 Increase – Transfer on 18/12/2015 10,000 0.2 30,000 0.6 Increase – Transfer on 31/12/2015 10,000 0.2 40,000 0.8 Increase – Transfer on 15/01/2016 10,000 0.2 50,000 1 At the end of the year 50,000 1 50,000 1

6. Kranti Uday Gada At the beginning of the year - - - - Increase – Allotment pursuant to IPO on

16/10/2015 50,000 1 50,000 1

At the end of the year 50,000 1 50,000 1

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7. Sahil Gupta At the beginning of the year - - - - Increase – Allotment pursuant to IPO on

16/10/2015 20,000 0.4 20,000 0.4

Increase – Transfer on 23/10/2015 10,000 0.2 30,000 0.6 Increase – Transfer on 04/03/2016 10,000 0.2 40,000 0.8 At the end of the year 40,000 0.8 40,000 0.8

8. Santosh Bhansali (HUF) At the beginning of the year - - - - Increase – Transfer on 22/01/2016 20,000 0.4 20,000 0.4 Increase – Transfer on 12/02/2016 10,000 0.2 30,000 0.6 Increase – Transfer on 11/03/2016 10,000 0.2 40,000 0.8 At the end of the year 40,000 0.8 40,000 0.8

9 Anshu Kothari At the beginning of the year - - - - Increase – Transfer on 22/01/2016 30,000 0.6 30,000 0.6 At the end of the year 30,000 0.6 30,000 0.6

10 Ankush Parakh At the beginning of the year - - - - Increase – Transfer on 11/12/2015 10,000 0.2 10,000 0.2 Increase – Transfer on 04/03/2016 20,000 0.4 30,000 0.6 At the end of the year 30,000 0.6 30,000 0.6

v. Shareholding of Directors and Key Managerial Personnel

Sr. No.



For Each of the Directors and KMP

No. of shares % of total shares of the company

No. of shares


1. Alfred Micheal Arambhan As mentioned in point no. iii

2. Nalini Maria Arambhan As mentioned in point no. iii

3. Aarathi Alfred Arambhan As mentioned in point no. iii

4. Pooja Alfred Arambhan As mentioned in point no. iii

5. Yateen Madhukar Chodnekar Nil

6. David Arambhan - - 20,000 0.4

7. Rajiv Venugopal Mudaliar Nil

8. Sagar Vipul Shah Nil

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V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount 16,12,49,800 1,63,15,781 0 17,75,65,581 ii) Interest due but not paid 0 0 0 0 iii) Interest accrued but not due 0 145,519 0 0 Total (i+ii+iii) 16,12,49,800 1,64,61,300 0 17,77,11,100 Change in Indebtedness during the financial year Addition 1,07,00,000 35,00,000 0 1,42,00,000 Reduction (29,06,280) (63,73,073) 0 (92,79,353) Net Change 77,93,720 (28,73,073) 0 49,20,647 Indebtedness at the end of the financial year i) Principal Amount 16,88,91,611 1,34,26,174 0 18,23,17,785 ii) Interest due but not paid 0 0 0 0 iii) Interest accrued but not due 151,909 162,053 0 313,962 Total (i+ii+iii) 16,90,43,520 1,35,88,227 0 18,26,31,747

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Particulars of Remuneration

Name of MD/WTD/Manager Total Amount Alfred

Micheal Arambhan (Chairman & Managing Director)

Nalini Maria Arambhan (Executive Director)

Aarathi Alfred Arambhan (Executive Director)

Pooja Alfred Arambhan (Executive Director)

Yateen Madhukar Chodnekar (Executive Director)

Gross Salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

82,00,000

18,00,000 10,00,000 1,67,742 40,86,960 15254702

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- - - - - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - - - - -

Stock Option - - - - - - Sweat Equity - - - - - - Commission - - - - - - - as % of profit - - - - - - - others, specify… - - - - - - Others, please specify -Incentive

96,00,000 - - - - 96,00,000

Total (A) 1,78,00,000 18,00,000 10,00,000 1,67,742 40,86,960 2,48,54,702 Ceiling as per the Act * -- -- -- # --

* The Company has filed e-form MR-2 for obtaining Central Government approval as the Remuneration exceeds the limits specified in provisions of Section 197 of Companies Act, 2013 read with Schedule V, Part II, Section II. #The Company has passed special resolution in the EGM held on 19th March, 2016 as the remuneration falls under the limit specified in Schedule V, Part II, Section II of Companies Act, 2013.

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B. Remuneration to other Directors:

Sr. No.

Particulars of Remuneration Name of Directors Total Amount in Rs.

John Philipose Shashank More

Abhijit Pradhan

1 Independent Director * Fee for attending board / committee meetings - - - - Commission - - - - Others, please specify - - - - Total (1) - - - - 2 Other Non-Executive Directors N.A. N.A N.A. Fee for attending board / committee meetings Commission - - - - Others, please specify - - - - Total (2) - - - - Total (1+2) - - - - Ceiling - - - -

*None of the Independent Director was paid any amount during the year under review. C. Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD

Sr. No.

Particulars of Remuneration Key Managerial Personnel David Arambhan-CEO

Sagar Shah-Company & Compliance Officer

Rajiv Mudaliar-CFO

Total

1. Gross Salary (a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961 21,60,000 4,13,000 8,33,352 34,06,361

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- - - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - - -

d) Company Contribution towards PF - - - - 2. Stock Option - - - - 3. Sweat Equity - - - - 4. Commission - - - - - as % of profit - - - - - others, specify… - - - - 5. Others, please specify - - - - Total 21,60,000 4,13,009 8,33,352 34,06,361

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

The Company has filed an application for compounding of offence u/s 621A vide dated 12/06/2015 for not obtaining approval from Central Government while entering into related party transactions u/s section 188 of the Companies Act, 2013 erstwhile Section 297 of the Companies Act, 1956 with Nationwide Shipping Services Private Limited (NSSPL) for the period 01/06/2013 to 31/03/2014.

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Annexure 2

PARTICULARS OF EMPLOYEES

Sr. No

Name / designation and Age of the employee

Remuneration received during the Financial year

Nature of employment (contractual or otherwise)

Qualifications and experience of the employee and details of last employment before joining to the Company

Date of commencement of employment;

The percentage of equity shares held by the employee along with his spouse and dependent children (as on March 31, 2016)

Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager

Alfred Micheal Arambhan, Chairman & Managing Director. Age: 61 years

INR 1,78,00,000/-

Promoter and Chairman cum Managing Director

Qualifications: Intermediate Certificate of Proficiency; Certificate for Marine Radio Officers Experience: He is a first generation entrepreneur, having over 29 years of experience in ship chandelling & catering industry

April 3, 2009 73.4% Husband of Nalini Maria Arambhan, Executive Director and Father of Pooja Arambhan-Executive Director of the Company

Following are the Employee(s) who have served their services to the Company for whole financial year and remuneration paid to them is not less than one crore and two lakhs:

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Annexure 3

NOMINATION & REMUNERATION POLICY

1. Introduction

The Company considers human resources as its invaluable assets. This policy on nomination and remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 in order to pay equitable remuneration to the Directors, KMPs and employees of Arambhan Cawasji Behramji Catering Services Limited (“AHSL/the Company”) and to harmonize the aspirations of human resources consistent with the goals of the Company.

2. Definitions

(a) ‘Board’ means Board of Directors of the Company;

(b) ‘Directors’ means Directors of the Company;

(c) ‘Committee’ means Committees formed by Board of Directors of the Company;

(d) ‘NR Committee’ means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board, in accordance with the Act and applicable listing agreements and/or regulations;

(e) ‘Company’ means Arambhan Hospitality Services Limited ( Formerly Cawasji Behramji Catering Services Limited);

(f) ‘Independent Director’ means a Director referred to in Section 149(6) of the Companies Act, 2013 and rules.

(g) ‘Key Managerial Personnel (KMP)’ means-

I. the Managing Director or the Chief Executive Officer or the manager and in their absence, a Whole- time Director;

II. the Company Secretary; and

III. the Chief Financial Officer

(h) Senior Management means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the Executive Directors, including the functional heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 shall have the meaning respectively assigned to them therein.

3. Constitution of the Nomination and Remuneration Committee The Board has constituted the “Nomination and Remuneration Committee” of the Board on June

12, 2015. This is in line with the requirements under the Companies Act, 2013 (“Act”). The Board has authority to reconstitute this Committee from time to time.

4. Objective and purpose of the policy

44

The objectives and purpose of this policy are: a) to guide the Board in relation to appointment and removal of Directors and Senior management

including Key Managerial Personnel (as and when applicable). b) to recommend to the Board on Remuneration payable to the Director and Senior Management. c) to lay out remuneration principles for employees linked to their effort, performance and

achievement relating to the Company’s goals d) to review Board diversity; and e) to evaluate the performance of the members of the Board and provide report of performance

evaluation prior to re-appointment of Independent Director.

The policy also addresses to Committee member qualifications; Committee member appointment and removal; Committee structure and operations; and Committee reporting to the Board.

This Policy is divided in three parts: -

Part – A covers appointment and nomination; Part – B covers remuneration and perquisites etc. Part – C covers method of evaluation

PART- A

I. The duties of the NR Committee in relation to nomination matters include:

(a)Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness;

(b)Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013;

(c)Identifying and recommending name of the persons for appointment as Director or Senior managerial personnel for approval of Board and Shareholders, if required;

(d)Recommending appointment considering the appropriate size, diversity and composition of the Board and its Committee based on gender, thought, experience, knowledge and perspective in the Board;

(e)Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their letter of employment;

(f)Recommend any necessary changes to the Board.

II. Evaluation of Candidate to appoint on the Board: In view of the aforesaid duty of identifying and recommending name of the persons for appointment on the Board of Directors of the Company, the NR Committee shall keep in mind the following qualifications/attributes while evaluating the profile of the candidate:

45

1. To identify the required knowledge, skills and experiences

a. Qualification: He/she may possess knowledge or experience or degree from recognised Indian/Foreign University/Institution in one or more fields of shipping, finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, Economics, Accounting or other disciplines/Professional which in the opinion of the Committee is useful to the Company.

b. Experience: The candidate may possess experience and expertise in his/her field and in dealing with problems relating to catering industry.

(if the proposed person is also to be inducted in the Audit committee then he should be “financially literate” i.e. the ability to read and understand basic financial statements. Also, alteast one member of the Audit committee should have accounting or related financial management expertise)

2. Objectivity, perspective and other attributes: He/she may be available, invest time and must be passionate about the Company’s success.

He/she may also be able to take responsibility for their own education as directors and participate in educational sessions offered.

He/she must have broad knowledge and experience that they apply to discussions and decisions.

He/she may be open to new ideas and may be strategically align and responsive to change.

III. Criteria for nominating/appointing any person on the Board and its Committee and on Senior management level:

1. The appointee shall not be disqualified at the time of appointment or re-appointment under the Companies Act, 2013 and shall satisfy the criteria set for the proposed designation.

2. A person, to be appointed as Director, should possess impeccable reputation for integrity, deep expertise and insights in sectors / areas relevant to the Company, ability to contribute to the Company’s growth, complementary skills in relation to the other Board members.

3. The NR Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment at Senior Management level and recommend to the Board his / her appointment.

4. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

46

IV. Other matters The following matters shall be dealt by the NR Committee:- (a) Size and composition of the Board and its Committees: Periodically reviewing the size and composition of the Board to ensure that it is structured to make appropriate decisions, with a variety of perspectives and skills, in the best interests of the Company as a whole; (b) Term/tenure: The term/tenure of the Executive Directors and Independent Directors shall be in line with the Companies Act, 2013.

(c) Removal: Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or Senior managerial personnel subject to the provisions and compliance of the said Act, rules and regulations. (d) Retirement: The Executive Directors and senior management personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. PART – B

I. The duties of the NR Committee in relation to remuneration matters include: (a)To determine the remuneration / compensation / commission etc. to Directors, Senior Management personnel and other employees and recommended to the Board for approval. (b)To review the remuneration and commission to the Director in accordance with the provisions of the Companies Act, 2013, and the rules made thereunder. (c) To recommend the increment to the existing remuneration / compensation structure.

II. The policy on remuneration for Directors, senior management personnel and other employees is as below:-

1. Minimum remuneration to Executive Directors If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Executive Directors in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government. 2. Remuneration to Non-Executive / Independent Directors The remuneration payable to each Non-Executive Director is based on the remuneration structure as determined by the Board, and is revised from time to time, depending on individual contribution, the Company’s performance, and the provisions of the Companies Act, 2013 and the rules made there under.

47

The remuneration to the Non-executive Directors (including Independent Directors) may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013. The Company may pay sitting fees to Independent Directors as may be approved by the Board.

3. Insurance Where any insurance is taken by the Company on behalf of its Executive Directors, senior management and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration. III. The policy on remuneration for senior management and other employees is as below:-

The NR Committee would determine the remuneration of the Directors and formulate guidelines for remuneration payable to the employees. These guidelines are as under:

a) Annual remuneration Annual remuneration refers to the annual compensation payable to the employees of the Company. This comprises two parts - a fixed component, and a performance-linked variable component based on the extent of achievement of the individual’s objectives and performance. The performance-linked variable pay will be directly linked to the performance on individual components and the overall performance of the business. An employee’s variable pay would, therefore, be directly dependent on key performance measures that represent the best interests of stakeholders. The objective is to set the total remuneration at levels to attract, motivate, and retain high-caliber, and high potential personnel in a competitive global market. The total remuneration level is to be reset annually, if required based on a comparison with the relevant peer group globally, established through independent compensation surveys, from time to time.

b) Long-term rewards Long-term rewards may include Long-Term Incentive Plans (LTIP) under which incentives would be granted to eligible key employees based on their contribution to the performance of the Company, relative position in the Company, and length of service under the supervision and approval of the Committee. Another form of long term awards could be in the nature of stock options of the company. Stock Options may be granted to key employees and high performers in the Company who would be selected by the Committee based on their criticality, past performance and potential. The grant, vesting and other scheme details would be formulated from time to time. These long-term reward schemes are implemented to attract and retain key talent in the Company.

PART-C

I. Process for reviews: 1. The NR committee shall review the Performance of i. Directors; ii. Board as a whole; iii. Chairperson (after taking into account the views of executive directors and non- executive directors).

48

2. The performance evaluation of directors shall be done by the entire committee excluding the directors who are being evaluated. 3. The Board as a whole will discuss and analyze its own performance during the year including suggestions for change or improvement, as well as any skills, education or development required over the forthcoming year.

II. Standardized Performance Rating: To provide a standard format and rating system for each Performance Evaluation, the following scale will be incorporated into the review:

Rates Particulars 5 (five) Exceptional Performance is significant overachievement of expectations. 4 (four) Above Expectations Performance is often beyond expectations. 3 (three) Satisfactory Performance consistently fulfills expectations. 2 (two) Improvement Needed Performance is inconsistent performance, with expectations only

partially achieved. Deficiencies should be addressed in the performance appraisal. 1 (one) Unsatisfactory Performance is the failure to achieve the majority of expectations.

Deficiencies should be addressed in the performance appraisal. III. Criteria for Evaluation: The NR committee will evaluate the Performance of members of the Board annually by providing the Rates mentioned above against each of the criteria set out in Annexure A of this policy; IV. Techniques for Evaluation: The final performance score will be determined by aggregating the Rates given by the evaluating members of the committee. V. Review of policy: The Board reviews this policy at least annually. VI. Outcomes of reviews: All reviews are to include open discussion by the committee of the results of the evaluations and to decide any changes which are required to be made to address any lack of performance.

If particular concerns arise from the evaluation in relation to any individual Director, the Chairman of the Committee will meet with that Director, to discuss the concerns and any actions to be taken as a result. If the concerns relate to the Chairman of the committee, then the Chairman will discuss the matter as appropriate with the committee.

VII. Regular feedback: Directors will also be encouraged to provide feedback on a regular basis on the conduct of Board meetings and other business, and the preparation for them, in order to assist in the continual improvement of the way the Board carries out its role at a ‘micro’ level Nomination and Remuneration Policy.

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Annexure 4

PARTICULARS OF CONTRACTS/ ARRANGEMENTS MADE WITH RELATED PARTIES Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis: All the related party transactions are at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

Name(s) of the related party and nature of relationship

Nature of contracts/arrangements/transactions

Duration of the contracts / arrangements/ transactions

Salient terms of the contracts or arrangements or transactions including the value, if any

Date(s) of approval by the Board, if any

Amount paid as advances, if any

Nationwide Shipping Services Private Limited.

Reimbursement of Expenses

Ongoing basis 32,77,301/- Not Applicable, Since the contract was entered into in the ordinary course of business and on arm’s length basis

Nil

CBCS International Limited

Loan Given

Ongoing basis 5,03,300/- - Nil

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Annexure 5

Annexure IV to Directors’ Report Managerial Remuneration

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of remuneration of each Director to the median remuneration of the employees of the Company for FY 2015-2016 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in FY 2015-2016:

Name Designation Ratio of remuneration of each Director to median remuneration of Employees

Percentage increase in Remuneration during FY 2015-16

Mr. Alfred Micheal Arambham

Chairman, Managing Director

56.92 -22%

Mrs. Nalini Maria Arambhan

Director 12.49 -25%

Ms. Aarathi Alfred Arambhan

Director 6.94 -25%

Ms. Pooja Alfred Arambhan *

Director 1.16 --

Mr. Yateen Chodnekar **

Director 28.37 --

Mr. David Arambhan #

Chief Executive Officer -- 11.11%

Mr. Rajiv Venugopal Mudaliar #

Chief Financial Officer -- 67.40%

Mr. Sagar Shah # Company Secretary -- 14.29%

Mr. John Philipose ^ Independent Director -- --

Mr. Shashank More^ Independent Director -- --

Mr. Abhijit Pradhan^ Independent Director -- --

Notes: ^ No remuneration or sitting fees was paid during the year to any of the Independent Directors. * Percentage increase in Remuneration during FY 2015-16 is not applicable as Ms. Pooja Alfred Arambhan, Executive Director was appointed w.e.f .14/01/2016. ** Percentage increase in Remuneration during FY 2015-16 is not applicable as Mr. Yateen Madhukar Chodnekar, Executive Director was appointed w.e.f. 14/01/2016. # David Arambhan, CEO; Rajiv Mudaliar, CFO and Mr. Sagar Shah, CS were appointed during the FY 2015-2016 and Percentage increase in Remuneration during FY 2015-16 is applicable due to increase in Salary during FY 2015-2016 itself. The total number of employees on rolls of the Company as on March 31, 2016 was 130.

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Annexure 6 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. INDUSTRY STRUCTURE AND DEVELOPMENTS

During the financial year 2015-16 the global economy witnessed significant volatility with the overhang of uncertainty regarding a recovery of economic growth. The risk of extreme events persisted and the economic scenario remained weak. With domestic indicators advancing in positive territory, Indian economic growth has picked up and is expected to cross 7% in FY16 and FY17. The fiscal deficit and retail inflation remain in check. According to an RBI report (Report on Trend and Progress of Banking in India 2014-2015), NBFC sector has become a critical player in the Indian financial system particular lying terms of its size, spread and niche areas of operation. In FY15, there were11,622 Non-Deposit-taking NBFCs(NBFC-ND) and 220 Deposit-taking NBFCs (NBFC-D) in India with balance sheet sizes of Rs. 14,166 billion and Rs. 1,925 billion, respectively. NBFCNDs have posted a balance sheet growth of more than 15% in 2015 over2014. India, with its huge population, has a relatively low penetration of banking services. Maximum financial inclusion remains the key fuel for economic growth. While the Government has made ambitious and significant efforts to achieve greater penetration of financial services with programs like the Pradhan Mantri Jan DhanYojna, access for households and small & medium size enterprises to intergrated financial solutions and services remains limited. This is the specific area, which the NBFCs have begun to make a rather remarkable contribution in, with significant potential for future growth. Over the longer run, the costs of higher regulations will be outweighed by the vast opportunities that the sector presents in being part of a financial system that can potentially reach a billion people.

2. OPPORTUNITIES AND THREATS

STRENGTHS Experienced Management Team. Long standing relations with reputed clientele in

the Offshore catering & housekeeping industry. Ability to provide quality services. Ability to control costs.

OPPORTUNITIES Huge Growth Potential in our service segment. Possibility of providing associated Services

along with main service offering.

WEAKNESSES Working Capital Intensive Business. Low bargaining power with customers.

THREATS Increased Competition from Local & Big

players. Rising flood inflations constraints the operating

margins. Offshore projects, specifically in oil exploration

are dependent on government regulations.

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3. SEGMENT WISE PERFORMANCE

Sr. No.

Particulars Year Ended 2015-16 Audited(Amt in ‘000’)

Year Ended 2014-15 Audited(Amt in ‘000’)

1 Segment Revenue Restaurant 53,639.35 40,742.57 Catering 668,254.41 600,893.90

Total 721,893.75 641,636.47 2 Segment Result Profit/(Loss) before tax

and Interest

Restaurant -49,744.10 13,421.89 Catering 1,15,944.79 27,486.88

Total 66,200.70 40,908.77 Less: Un allocable Expenditure 48,016.88 24,454.23 Profit/(Loss) before Tax 18,183.82 16,454.54 3 Capital Employed(Segment Assets-

Segment Liabilities) Restaurant 5,121.06 27.28 Catering 1,23,268.18 1,01,934.97 Unallocated 861.20 16,446.61

Total 1,29,250.44 1,18,408.86

*As certain expenses are often incurred and interchangeably across segments, it is impractical to allocate such expenses. Hence the details of the same have been considered under other un-allocable expenditure.

Revenue Your Company has reported a revenue of Rs 72.19 crore during the year under review recording a growth of 12.51% over previous, mainly due to increase in off shore business by 11.21% and restaurant business by 31.65%. During the year the Company has open 2 new restaurents under the brand name “Mesohappi” and “Captain’s Table” at Bandra. Also in the off shore segment we have added 7 new clients leading to the increase in revenue even though the oil market has hit the business badly. Operating Profit before un-allocable expenditure The restaurant business being in the first year of business has been very lean and will take time to break even. This has resulted in loss in the current year of 92.74% as the high rentals and the high end model has been the major reason. Considering the loss the Company has initiated cost savings and business promotion activities to increase sales. The offshore business has registered a profit of 17.35% in the year compared to 4.57% last year. This has been possible due to professional team to acquire contracts and tight budgeting. We have also got invested in better software controls for the above. Capital Employed The capital employed has increased to 51.21 lacs in the current year due to loans taken for restaurant. While in the off shore segment the capital employed has increased due to set up costs, deposit and fixed assets.

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4. FUTURE PROSPECTS & OUTLOOK

In the forthcoming year, the Company envisages to identify new avenues of business activities and make use of opportunities available, besides strengthening its present operations.

5. RISK AND CONCERNS

General risks associated with the financial services sector in the normal course of business that we are in, apply to the Company also.

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal controls commensurate with its size and nature of operations. Besides, the Audit Committee reviews the internal controls in co-ordination with the Auditors.

7. FINANCIAL PERFORMANCE

a) Share Capital: As on March 31, 2016, the Company’s issued and subscribed share capital consists of Equity Share Capital only. The paid-up Share Capital of Company as at March 31, 2016, stood at INR 5,00,00,000 comprising of 50,00,000 Equity Shares of Rs. 10/- each.

b) Reserves & Surplus: During the year 2015-2016 the total Reserves & Surplus of our company

decreased to INR 7,92,50,440 as against INR 10,59,08,860 in the year 2014-15. The decrease was mainly due to the Issue of fully paid up Bonus Equity Shares to the Shareholders of the Company of INR 3,75,00,000.

c) Result: During the year ended March 31, 2016, the total revenue of our company increased to Rs.

72,30,11,860 as against Rs. 64,17,28,790 in the year 2014-15, representing a increase of 11.24 % of the revenue .

8. HUMAN RESOURCE

Human resource management is an important function in the Company. The Company’s aim is to create a working environment that attracts, motivate and retains the best people. Companies Values aims to deliver value to its clients and opportunities to its employees in terms of career development and recognition. The firm has always emphasized on quality of life, Work life balance and continuous learning and excellance, Company successfully completed following initiatives; 1. Establish a performance based culture with well-defined structures, roles and responsibilities; 2. Capability maturity benchmarking exercise across all functions, processes, people and technology; 3. Rationalized Grades and uniform structures across organization. Through structured programs the firm executed a capability maturity assessment and benchmarked its people, process and technology across all functions. Building programs and initiative to improve maturity and achieve excellance. Identify key talent based on functional as well as behavioural competencies.

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Company has built a in-house training capability by developing internal trainers across the organisation focusing on “Service to Clients”, “Excellence” and “Learning by doing”. Company did a wages reconciliation program to adapt to changing business landscape. The total number of employees on rolls of the Company as on March 31, 2016 was 130.

9. RISK MANAGEMENT FRAMEWORK

Globally as well as locally Oil and Natural Gas industry is in a slump with a direct impact on offshore activities. Companies believes that Effective governance, internal controls and risk management will help the firm in sailing through the current industry wide rough patch. Board has initiated a disciplined implementation of standardized policies and processes and development of strong internal control systems. A Risk Management Committee (“RMC”), is formed to assist the Board with regard to the identification, evaluation and mitigation of operational, strategic and external risks. RMC has a defined role and overall responsibility for monitoring and reviewing the Risk Management Plan and associated practices of the Company. This RMC committee defines the framework for risk management and compliance and undertakes assessment of risks, adopts the risk mitigation plans and regularly monitors them in a structured, controlled environment. It also reviews developments in the socio-economic environment and identifies internal threats and opportunities, updates the framework and refines processes and systems for mitigation. Further, Company has set up internal controls and policies related to financial reporting of transactions and efficient business operations in compliance with relevant laws and regulations. Internal reporting systems are in place for effective measurement of various business parameters related to revenue, expenses and reporting, in line with the provisions of the Companies Act. Internal Audit Reports are tabled and reviewed by the Audit Committee and corrective measures are taken up promptly to improve the systems and processes.

10. CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report describing the Company’s objectives, expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. The important factors that could influence the Company’s operations include change in government regulations, tax laws, economic developments, litigations, etc.

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Annexure 7

Form MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To The Members, ARAMBHAN HOSPITALITY SERVICES LIMITED (Formerly known as Cawasji Behramji Catering Services Limited)

201/202, 2nd Floor, Benston-B Wing Near Rizvi College, Sherly Rajan Road, Bandra (W) Mumbai City MH 400050 IN.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ARAMBHAN HOSPITALITY SERVICES LIMITED (Formerly known as Cawasji Behramji Catering Services Limited) (hereinafter called “the company”) bearing CIN: U55101MH2009PLC191462. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2016 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on 31st March, 2016 according to the provision of:

i. The Companies Act, 2013 (the Act) and the rules made there under.

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

iv. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 (‘SEBI Act’) viz :-

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a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992/The Securities and Exchange Board of India (Prohibition of Insider Trading Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not Applicable to the Company during the Audit Period)

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations,2008; (Not Applicable to the Company during the Audit Period)

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

g. The Securities and Exchange Board of India (Delisting of Equity Shares)

Regulations, 2009; (Not Applicable to the Company during the Audit Period) and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable to the Company during the Audit Period)

i. The Securities and Exchange Board of India (Listing Obligation and Disclosure

Requirements) Regulations, 2015.

vi. There are other laws as may be applicable specifically to the Company on the basis of documents/information produced before us:-

a) Food Safety and Standards (Licensing and Registration of Food Businesses Regulations), 2011

We have also examined compliance with the applicable clauses of Secretarial Standards issued by The Institute of Company Secretaries of India.

The Company had entered into Listing Agreements with Stock Exchange during the audit period and is applicable. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The Company is required to appoint 1 Independent Director in terms of section 149 due to change in composition of Directors.

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The following changes in the composition of the Board of Directors during the period under review took place which was carried out in compliance with the provisions of the Act.

Sr. No. Name of the Director or KMP’s along with the designation

Appointment/Resignation

1. Mr. Sagar Vipul Shah - Company Secretary

Appointment w.e.f. 21/05/2015

2. Ms. Sheetal Jain - Company Secretary Resignation w.e.f. 21/05/2015

3. Mr. Rajiv Venugopal Mudaliar – CFO Appointment w.e.f. 21/05/2015

4. Mr. David Arambhan – CEO Appointment w.e.f. 14/01/2016

5. Ms. Aarthi Alfred Arambhan - Executive Director

Resignation w.e.f. 31/03/2016

6. Ms. Pooja Alfred Arambhan - Executive Director


7. Mr. Yateen Madhukar Chodnekar - Executive Director


8. Mr. Shashank Suresh More -Independent Director


9. Mr. Abhijit Arvind Pradhan - Independent Director


10. Mr. John Philipose - Independent Director Appointment w.e.f. 27/04/2015

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through unanimous resolution. No dissenting views are captured and recorded as part of the Minutes.

We further report that there are generally adequate systems & processes in the company commensurate with the size & operations of the company to monitor and ensure compliance with applicable laws, rules, regulations & guidelines.

There were few instances where there was delay in filings of E-forms with MCA.

The Company had provided excess managerial remuneration of the limit as prescribed under schedule V. The company had made an application to the central government for the waiver of excess remuneration in MR-2 with delay.

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The Company has filed an application for compounding of offence u/s 621A vide dated 12/06/2015 for not obtaining approval from Central Government while entering into related party transactions u/s section 188 of the Companies Act, 2013 erstwhile Section 297 of the Companies Act, 1956 with Nationwide Shipping Services Private Limited (NSSPL) for the period 01/06/2013 to 31/03/2014.

We further report that during the audit period, the Company has issued Bonus shares of 37, 50,000 equity shares of Rs. 10/- each on 18th April, 2015.

We further report that during the audit period, the Company has made offer for sale of 13, 30,000 equity shares to the public at Rs.14/- each on 12th October, 2015. We further report that during the audit period, the Company has changed the name from Cawasji Behramji Catering Services Limited to Arambhan Hospitality Services Limited where Extra-Ordinary General Meeting was held on dated 19th March, 2016.

Place: Mumbai Date : 29.08.2016

For Abhishek Lakhotia & Co. Sd/-

(Abhishek Lakhotia) M. No. – A29285 CP No.- 10547

Note: This report is to be read with our ANNEXURE ‘A’ of even date which are annexed and forms an integral part of this report.

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‘ANNEXURE - A’

Our Secretarial Audit Report of even date is to be read along with this letter:

Management Responsibility:

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

Auditors Responsibility:

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records and other Legal compliances as declared by the Company. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

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

Disclaimer :

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

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

Place: Mumbai Date : 29.08.2016

For Abhishek Lakhotia & Co.

Sd/-

(Abhishek Lakhotia) M. No. – A29285 CP No.- 10547

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INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF Arambhan Hospitality Services Ltd (formerly known as Cawasji Behramji Catering Services Ltd)

Report on the Standalone Financial Statements

1. We have audited the accompanying Standalone financial statement of Arambhan Hospitality Services

Ltd(formerly known as Cawasji Behramji Catering Services Ltd) (“the company”), which comprises the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in the section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order under section 143 (11) of the Act.

5. We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable authoritative pronouncements issued by The Institutes of Chartered Accountant of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the standalone financial statements.

Emphasis of Matter

8. Without qualifying our opinion, we draw attention towards non-payment of undisputed Service Tax aged more than 6 months Rs. 182.20 Lacs and non filing of service tax return for the financial year 2015-16. The ultimate outcome of the matter cannot presently be determined, and no provision for any liability that may result has been made in the Financial Statements.

Opinion

9. In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid standalone financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

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

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

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

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

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

e) f)

On the basis of written representations received from the directors as on 31 March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 164(2) of the Act. With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure A. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.

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g) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016 on its financial position in its financial statements –Refer Note No.32 to the financial statement.

ii. The Company does not have any long-term contracts including derivatives contracts as at March 31, 2016.

iii There were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company.

11. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of Sub-section (11) of section 143 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraph 3 and 4 of the Order.

For Jagannath H.R & Co. Chartered Accountants FRN. 007541S

CA Jagannath H.R Proprietor M. No: 200372 Place - Mumbai Date- 30th May, 2016

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Annexure A to Independent Auditors’ Report

Referred to in paragraph 9(f) of the Independent Auditors’ Report of even date

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

TO THE MEMBERS OF Arambhan Hospitality Services Ltd (formerly known as Cawasji Behramji Catering Services Ltd) Report on the Internal Financial Controls

1. We have audited the interna1 financial controls over financial reporting of Arambhan Hospitality Services Ltd(formerly known as Cawasji Behramji Catering Services Ltd) (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls 2. The Company’s management is responsible for establishing and maintaining internal financial

controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

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

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

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

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Meaning of Internal Financial Controls over Financial Reporting

6. A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that a. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the company; b. provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India” For Jagannath H.R & Co. Chartered Accountants FRN. 007541S CA Jagannath H.R Proprietor M. No: 200372 Place - Mumbai Date- 30th May, 2016

65

Annexure B to the Independent Auditors' Report Referred to in Paragraph 10 of the Independent Auditors Report of even date to the members of Arambhan Hospitality Services Ltd (formerly known as Cawasji Behramji Catering Services Ltd) On the financial statements as of and for the year ended March 31, 2016.

i) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b)

c)

According to the information and explanation given to us the fixed assets are physically verified by the management according to a phased program design to cover all the items over a period of 3 years, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As explained by the Management, during the year no material discrepancies were noticed on such physical verification.

According to the information and explanation given to us and on the basis of our examination of the records of the Company, there is no immovable properties owned by the Company, therefore requirement of this clause is not applicable.

ii) a) The inventory has been periodically verified by the Management. In our opinion, the frequency of such verification is reasonable;

b) The procedures explained to us, which are followed by the management for physical verification of inventories, are, in our opinion is reasonable and adequate in relation to the size of the Company and the nature of its business;

c) On the basis of our examination of the statements of Inventory held, we are of the opinion that the Company is maintaining proper records of inventory and no material discrepancies were observed between Physical stock and book records.

iii)

iv)

The Company has not granted any loan, secured or unsecured, to Companies, firms, Limited Liability Partnerships or other parties covered in the registered maintained under Section 189 of the Act. Therefore, the provision of clause 3(iii), (iii)(a), (iii)(b) and 3(iii)(c) of the order are not applicable.

The company has not granted any loans or provided any guarantees or security to the parties covered under section 185 of the Act. In our opinion, and according to the information and explanation given to us, the company has complied with the provisions of section 186 of the act in respect of loans, investments made and guarantee/security provided by it as applicable.

v) According to the information and explanations given to us, the Company has not accepted any deposit during the year and hence compliance with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended, with regard to the deposits accepted is not applicable to the Company.

66

vi) The requirement of maintenance of cost records under sub-section (1) of section 148 of the act in respect of the Company’s activities is not applicable to the Company.

vii) a)

b)

According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, and other material statutory dues as applicable with the appropriate authorities in India except service tax of Rs. 182.20 Lacs which is outstanding more than 6 months as on 31.03.2016. According to the information and explanations given to us and records of the Company examined by us, there are no dues outstanding on account of any dispute related to sales tax or duty of custom or duty of excise or value added tax or cess and any other statutory dues except dues of Service Tax involving amount of Rs. 6.39 Lacs pending at Commissioner (Appeals) of Central Excise, Thane II & Service Tax- I, Bandra, Mumbai.

viii)

ix)

x)

xi)

xii)

xiii)

xiv)

According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any bank/Financial Institution. The company has not taken any loans from the Government and also it has not issued any debentures as at the end of financial year.

The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments). The term loans obtained by the company have been applied for the purpose for which they were raised.

During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

The Company has paid/ provided for managerial remuneration in excess of limit stipulated under Act, As per explanation and information provided by management, necessary approval from Central government is in process for such violation.

As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order is not applicable.

The Company has entered in to transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18 —‘Related Party Disclosures' specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts Rules), 2014.

The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable.

67

xv)

xvi)

The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable.

The Company is not required to be registered under section 45- IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company

For Jagannath H.R & Co. Chartered Accountants FRN. 007541S CA Jagannath H.R Proprietor M. No: 200372 Place - Mumbai Date- 30th May, 2016

Standalone Balance Sheet as at 31st March, 2016 (Currency : INR '000)As at As at

Note March 31, 2016 March 31, 2015

I. EQUITY & LIABILITIES1 Shareholder's Funds

a. Share Capital 3 50,000.00 12,500.00 b. Reserves and Surplus 4 79,250.44 105,908.86

129,250.44 118,408.86 2 Non-Current Liabilities

a. Long Term Borrowings 5 19,823.40 13,126.17 19,823.40 13,126.17

3 Current Liabilitiesa. Short Term Borrowings 6 181,023.28 158,131.98 b. Trade Payables 7 174,558.68 147,709.66 c. Other Current Liabilities 8 102,140.23 73,313.23 d. Short Term Provisions 9 1,179.34 1,967.58

458,901.53 381,122.45

TOTAL 607,975.36 512,657.48

II. ASSETS1 Non-current assets

a. Fixed AssetsTangible Assets 10 27,916.68 29,395.36

b. Non-current Investment 11 100.00 - c. Long-Term Loans and Advances 12 49,485.50 35,101.73 d. Deferred Tax Asset 13 3,019.46 1,915.32

80,521.64 66,412.41

2 Current Assetsa. Inventories 14 56,500.00 48,839.18 b. Trade Receivables 15 301,362.40 321,605.40 c. Cash & Cash Equivalents 16 54,796.27 41,777.57 d. Short-Term Loans and Advances 17 104,558.68 21,724.48 e. Other Current Assets 18 10,236.38 12,298.44

527,453.73 446,245.07

TOTAL 607,975.36 512,657.48

Summary of significant accounting policies 2See accompanying notes to the Financial Statements. 1-38

As per our report of even date attached For and on behalf of the board of directorsFor Jagannath H.R & Co. Chartered AccountantsFirm Reg No. 007541S

CA Jagannath H.R Alfred Arambhan Nalini ArambhanM No: 200372 Chairman & MD DirectorPlace: Mumbai DIN:00788831 DIN:02168429Date: 30th May, 2016

Rajiv Mudaliar Sagar ShahChief Financial Officer Company Secretary

M.No.140485 M.No.A39495

Particulars

68

(Formerly Known as Cawasji Behramji Catering Services Ltd)CIN - U55101MH2009PLC191462

201/202 Benston B, Sherly Rajan Road, Near Rizvi Collage,Bandra, Mumbai -400 050.

Arambhan Hospitality Services Limited

Statement of Standalone Profit and loss for the period ended March 31, 2016(Currency : INR '000)

For Period ended For Period endedNote March 31, 2016 March 31, 2015

I RevenueRevenue from operations 19 709,764.01 638,084.32 Other income 20 13,247.85 3,644.47 Total Revenue 723,011.86 641,728.79

II Expensesa.) Cost of materials consumed 21 433,590.68 338,749.52 b.) Employee benefits expense 22 120,351.36 124,801.81 c.) Finance costs 23 23,721.44 24,811.83 d.) Depreciation and amortization expense 10 8,612.68 9,840.14 e.) Other expenses 24 118,551.88 114,251.72

Total expenses 704,828.04 612,455.02 III Profit before tax (I-II) 18,183.82 29,273.77 IV Prior period items

a.) Sundry debtors written off - 12,819.22 18,183.82 16,454.55

IV Tax expense:a.) Current tax 7,807.00 5,306.59 b.) Less: MAT credit - - c.) Net current tax 7,807.00 5,306.59 d.) Deferred tax 1,104.14 1,532.81

6,702.86 3,773.78 V Profit (Loss) for the period (III - IV) 11,480.96 12,680.77 VI Earnings per equity share:

a.) Basic 2.30 2.54 b.) Diluted 2.30 2.54

a.) Basic 5,000,000 1,250,000 b.) Diluted 5,000,000 1,250,000


As per our report of even date attached For and on behalf of the board of directors

For Jagannath H.R & Co. Chartered AccountantsFirm Reg No. 007541S



M.No.140485 M.No.A39495

Particulars

Number of shares used in computing Earningsper share

69




(Currency : INR '000)

For Period ended For Period endedMarch 31, 2016 March 31, 2015

A) Cash Flow From Operating Activities :Net Profit before tax 18,183.82 16,454.55 Adjustment for :

Depreciation 8,612.68 9,877.82 Proposed Dividend (including dividend distribution tax) (1,499.93) Prior Period Adjustment (639.39) - Interest Income (2,884.12) (1,891.98) Interest Expenses 23,721.44 24,811.83

Operating profit before changes in working capital changes 46,994.43 47,752.29 Adjustments for (increase)/ decrease in operating assets: (Increase)/Decrease in Inventories (7,660.82) (7,470.58) (Increase)/Decrease in Trade Recievable 20,243.00 (35,394.38) (Increase)/Decrease in Short Term Loans and Advances (82,834.20) 504.75 (Increase)/Decrease in Other Current Assets 1,052.56 (4,780.91) (Increase)/Decrease in Long Term Loans and Advances (14,383.77) (9,458.60)

Increase/(Decrease) in Trade payables 26,849.02 32,098.52 Increase/(Decrease) in Other Current Liabilities 29,595.87 7,949.40 Increase/(Decrease) in Short Term Provisions (788.24) (1,123.58)

Cash generated from operations 19,067.86 30,076.91 Income Taxes paid 6,797.50 11,678.18

Net cash flow in operating activities A 12,270.35 18,398.73

B) Cash Flow From Investing Activities :Purchase of Fixed Assets (7,134.00) (16,337.93) Interest Income 2,884.12 1,891.98 Sale of Fixed Assets - - (Purchase) /Sales of Longterm Investments (100.00) -

Net cash flow in investing activities B (4,349.88) (14,445.95)

C) Cash Flow From Financing Activities :Finance Cost (23,721.44) (24,811.83) Dividend Paid (Including dividend distribution tax) - Increase/(Decrease) in Short Term Borrowings 22,891.30 8,840.38 Increase/(Decrease) in Long Term Borrowings 5,928.35 13,134.41

Net Cash Flow in Financing Activities C 5,098.21 (2,837.04)

70




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

PARTICULARS

CASH FLOW STATEMENT (contd) (Currency : INR '000)For Period ended For Period ended

March 31, 2016 March 31, 2015Net Increase In Cash & Cash Equivalents (A+B+C) 13,018.68 1,115.74

Cash equivalents at the begining of the year 41,777.57 40,662.09

Cash equivalents at the end of the year 54,796.25 41,777.83

Notes on the statement of Cash Flow given below

This is the Cash Flow statement referred to in our report of even date.


Alfred ArambhanChairman & MD

DIN:00788831CA Jagannath H.RM No: 200372Place: MumbaiDate: 30th May, 2016 Rajiv Mudaliar

M.No.140485Chief Financial Officer

Notes on the statement of cash flows :

As on 31st March,2016


1

19,492.08 14,910.21 Balance With banks (1,070.29) 1,573.53 Fixed Deposit 36,374.48 25,293.83

54,796.25 41,777.83

2

3 Previous year's figures have been recast / regrouped, wherever necessary, to confirm with the current year'spresentation.



PARTICULARS

For and on behalf of the board of directors

Component of Cash and Cash equivalents

Cash on hand

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects oftransactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments.The cash flows from regular revenue generating, financing, and investing activities of the company aresegregated.

Nalini Arambhan Director

DIN:02168429

Sagar ShahM.No.A39495

Company Secretary

Notes to financial statements for the period ended March 31th , 2016

1 Corporate informationArambhan HospitaltyServices Limited (Formerly Known as Cawasji Behramji Catering Services Ltd) ("the Company") is a listed public company incorporated in 2009 in Maharashtra.The Company is in the business of offshore and onshore catering services.

2 Summary of Significant accounting policies2.1 Basis of Accounting

The financial statements of the Company have been prepared in accordance with the Generally Accepted AccountingPrinciples in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the CompaniesAct, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013("the 2013 Act"), as applicable. The financial statements have been prepared on accrual basis under the historical costconvention. The accounting policies adopted in the preparation of financial statements are consistent with those followed inthe previous year.

2.2 Use of EstimatesThe preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimatesand assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and thereported income and expenses during the year. The Management believes that the estimates used in preparation of thefinancial statements are prudent and reasonable. Future results could differ due to these estimates and the differencesbetween the actual results and the estimates are recognised inthe years in which the results are known / materialise

2.3 InventoriesStock of food and beverages and stores and operating supplies are carried at the lower of cost (computed on a WeightedAverage basis) or net realisable value. Cost includes the cost of purchase including duties and taxes (other than thoserefundable), inward freight, and other expenditure directly attributable to the purchase. Trade discounts, rebates andbenefits arising from utilisation of duty free scrips are deducted in determining the cost of purchase.

2.4 Depreciation and amortisationDepreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.Depreciation on tangible fixed assets has been provided on the written down value method as per the useful life prescribedin Schedule II to the Companies Act, 2013

2.5 Revenue recognitionRevenue is recognised upon rendering of the service, provided pervasive evidence of an arrangement exists. All incomes aregenerally accounted on accrual basis except those which are of insignificant value.

2.6 Fixed assetsFixed assets are carried at cost less accumulated depreciation and impairment losses, if any. The cost of a tangible assetcomprises its purchase price, including any import duties and other taxes (other than those subsequently recoverable fromthe taxing authorities), and any directly attributable expenditure on making the asset ready for its intended use and net ofany trade discounts and rebates.Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified inSchedule II and accordingly the unamortized carrying value is being depreciated / amortised over the revised/ remaininguseful lives

2.7 Foreign currency transactions and translationsInitial recognitionTransactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on the date ofthe transaction or at rates that closely approximate the rate at the date of the transaction.Measurement at the balance sheet dateForeign currency monetary items of the Company, outstanding at the balance sheet date are restated at the year-end rates.Non-monetary items of the Company are carried at historical cost.Exchange difference recognitionExchange differences arising on settlement / restatement of foreign currency monetary assets and liabilities of the Companyare recognised as income or expense in the Statement of Profit and Loss.

2.8 Employees BenefitsEmployee benefits include provident fund, gratuity and leave encashment

Defined contribution plan:The Company's contribution to provident fund are considered as defined contribution plan and are charged as an expense as it falls due based on the amount of contribution required to be made and when the services are rendered by the employees.

Arambhan Hospitality Services Limited(Formerly Known as Cawasji Behramji Catering Services Ltd)

CIN - U55101MH2009PLC191462201/202 Benston B, Shirley Rajan Road, Near Rizvi Collage, Bandra West, Mumbai - 400 050.

72

Notes to financial statements for the period ended March 31th , 201673

Defined benefit plans:For defined benefit plans in the form of gratuity fund, the cost of providing benefits is determined using the Projected UnitCredit method, with Actuarial Valuations being carried out at each Balance Sheet date. Actuarial gains and losses arerecognised in the Statement of Profit and Loss in the year in which they occur. Past service cost is recognised immediately tothe extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average year untilthe benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value ofthe defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets.Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds andreductions in future contributions to the schemes.

2.9 Borrowing CostsBorrowing costs directly attributable to the acquisition of an asset which takes a substantial period of time to get ready for itsintended use, are capitalised as a part of the cost of such assets, until such time the asset is substantially ready for itsintended use. All other borrowing costs are recognised in the Statement of Profit and Loss in the period they occur.

2.10 LeasesOperating LeasesLease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor arerecognised as operating leases. Lease rental income / expenses under operating leases arrangements are recognised in theStatement of Profit and Loss on a straight-line basis.

2.11 Earnings per shareBasic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders bythe weighted average number of equity shares outstanding during the period.

2.12 Taxes on IncomeTax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid tothe tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact of current yeartiming differences between taxable income and accounting income for the year and reversal of timing differences of earlieryears.Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form ofadjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will paynormal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economicbenefit associated with it will flow to the Company.Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date.Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable incomewill be available against which such deferred tax assets can be realised. If the company has unabsorbed depreciation or carryforward tax losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence thatsuch deferred tax assets can be realised against future taxable profits. At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferredtax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient futuretaxable income will be available against which such deferred tax assets can be realised.

2.13 Impairment of AssetsThe company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any suchindication exists, the company estimates the recoverable amount of the asset. If such recoverable amount of the asset orrecoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carryingamount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the profitand loss account. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longerexists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum ofdepreciated historical cost.

2.14 Provision for statutory interestThe company follows policy to recognise interest, Penalties etc on its statutory liabilities on the basis of intimation/ noticereceived form the statutory authorities.

2.15 Provisions and contigenciesThe Company creates a provision when there is a present obligation as a result of a past event that probably requires anoutflow of resources and a reliable estimate can be made of the amount of the obligation.A disclosure for a contingentliability is made when there is a possible obligation or a present obligation that may, but probably will not, require anoutflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood ofoutflow of resources is remote, no provision or disclosure is made. Provisions for onerous contracts i.e. contracts where the expected unavoidable costs of meeting the obligations under thecontract exceed the economic benefits expected to be received under it, are recognised when it is probable that an outflow ofresources embodying economic benefits will be required to settle a present obligation as a result of an obligating event, basedon a reliable estimate of such obligation.

2.16 Cash and Cash Equivalent (for the purpose of cash flow statements):Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an originalmaturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible intoknown amounts of cash and which are subject to insignificant risk of changes in value.

Notes to financial statements for the period ended March 31, 2016 74

3 Share Capital(Currency : INR '000)

Particulars As at As atMarch 31, 2016 March 31, 2015

a.) Authorised Capital5,000,000 (Last year 5,000,000) equity shares of 10/- each 50,000.00 50,000.00

b.) Issued, Subscribed and Paid up shares5,000,000 (Last year 1,250,000) Equity shares of Rs. 10/- Each 50,000.00 12,500.00

c.)

d.) Reconciliation of the shares outstanding at the beginning and at the end of the reported period

Equity Shares No. Of shares No. Of shares

At the begening of the period 1,250,000 1,250,000 Bonus shares Issued during the period 3,750,000 - Outstanding at the end of the period 5,000,000 1,250,000

e.)

e.) List of shareholders holding more than 5 percent.

March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015

Mrs. Nalini Arambhan 65.40 92.00 3,269,988 1,150,000 Mr. Alfred Arambhan 7.80 7.80 390,000 97,500

4 Reserves and Surplus(Currency : INR '000)


Surplus/ (deficit) in the statement of profit and lossAt the beginning of the accounting period 105,908.86 94,728.02 Less : Adjustment of prior year employee benefit scheme 633.38 less: Propsed Dividend F.Y 14-15 - 1,250.00 Less: Issue Of Bonus Share 37,500.00 - less: Dividend Distribution tax F.Y 2014-15 6.01 249.93 Add : Profit/(Loss) for the period 11,480.96 12,680.77 Net Surplus in the statement of profit & loss 79,250.44 105,908.86 Total reserves and surplus 79,250.44 105,908.86

5 Long Term Borrowings5.1 Non-Current Liability (Currency : INR '000)Particulars As at As at

March 31, 2016 March 31, 2015Secured BorrowingsTerm Loan (A) from Banks (Refer note 5.2) 3,483.09 4,253.15 (B) from other financial institutions (Refer note 5.3) 10,111.58 -

Unsecured BorrowingsTerm Loan (A) from Banks (Refer note 5.4) 5,618.56 7,146.65 (B) from other financial institutions (Refer note 5.5) 610.16 1,726.38

19,823.40 13,126.17

The Company has only one class of shares referred to as equity shares having a par value of`10/-. Each holder of equityshares is entitled to one vote per share.

No. Of shares% of shares Held to Total Share CapitalName of Shareholder

37,50,000 shares company allotted as fully paid up Bonus Shares in the ratio of 3 shares for evry 1 shares held during theFY 2015-16 in immediately preceding five years.

Notes to financial statements for the period ended March 31, 2016Current MaturityParticulars As at As at

March 31, 2016 March 31, 2015Secured BorrowingsTerm Loan (A) from Banks 3,018.18 3,991.55 (B) from other financial institutions 449.80 -

Unsecured BorrowingsTerm Loan (A) from Banks 6,081.23 6,519.11 (B) from other financial institutions 1,116.22 923.65

10,665.43 11,434.30 Notes:

i.

5.2 Term Loan from Banks-Secured includes:1)

5.3 Term Loan from other Financial Institutions-Secured includes:1)

5.4 Term Loan from Banks-Unsecured includes:1)

During the year company has taken a term loan of Rs 10,700.00 (Rs in 000') from Aditya Birla Finance Limited in Nov-2015, outstanding amount is Rs 10,651.45 (Rs in 000') as on 31st March, 2016, the loan is secured against the equitablemortgaged of a flat situted at Banglore (India), loan is repayble in 144 monthly installment with EMI of Rs 138,921/-.This loan carries interest rate of ABFL long term interest rate+4.25% margin(effective interest rate was 11.75% p.a. at thetime of loan taken).

Company has taken an unsecured business loan of Rs 3,500.00 (Rs in 000') outstanding amount as on 31st March 2016 isRs 2,078.33 (Rs in 000') from Ratnakar Bank in Nov 2014, repayble in 36 monthly installment with EMI of Rs 1,26,533/-p.m.. Loan carries fixed interest rate of 18.00% p.a.

Company has taken an unsecured business loan of Rs 4,000.00 (Rs in 000') outstanding amount as on 31st March 2016 isRs 2,054.84 (Rs in 000') from HDFC Bank in June 2014, repayble in 36 monthly installment with EMI of Rs 1,42,611/-p.m.. Loan carries fixed interest rate of 17.00% p.a.Company has taken an unsecured personal loan of Rs 3,000.00 (Rs in 000') outstanding amount as on 31st March 2016 isRs 436.83 (Rs in 000') from ICICI Bank in July 2014, repayble in 24 monthly installment with EMI of Rs 1,47,607/- p.m..Loan carries fixed interest rate of 16.49% p.a.During the year company has extend a medium term working capital loan to Rs 5,000.00 (Rs in 000') from Deustche Bankin Aug-2015, outstanding amount is Rs 4,225.64 (Rs in 000') as on 31st March, 2016, loan is repayble in 36 monthlyinstallment with EMI of Rs 169,310/-. This loan carries floating interest rate of base rate plus 4.00%

2)

3)

4)

2)

Amount of current maturities disclosed under the head "other current liabilities" (note 10)

Company has taken a vehicle loan of Rs 5,585.36 (Rs in 000') outstanding amount as on 31st March 2016 is Rs 1,797.20 (Rsin 000') from Kotak Mahindra Prime Ltd in June 2012, loan is secured against respective vehicle, repayble in 60 monthlyinstallment with EMI of Rs 1,19,694/- p.m. Loan carries fixed interest rate of 10.34% p.a.

During the year company has extend a vehicle loan to Rs 3,200.00 (Rs in 000') outstanding amount as on 31 st March,2016 is Rs 2,919.37 (Rs in 000') from Kotak Mahindra Prime Ltd in Dec-15, secured against respective vehicle, loan isrepayble in 35 monthly installment with EMI of Rs 150,400/- p.m. upto Dec-16, Rs 1,10,400/-p.m. upto Dec-2017 andthereafter Rs 81,750/-p.m. Company has taken a vehicle loan of Rs 5,200.00 (Rs in 000') outstanding amount as on 31st March 2016 is Rs 461.92 (Rsin 000') from Kotak Mahindra Prime Ltd in June 2014, loan is secured against respective vehicle, repayble in 24 monthlyinstallment with EMI of Rs 390,000/- p.m. upto Mar-15, Rs 250,000/-p.m. upto Nov-2015 and thereafter Rs 118,000/-p.m.. Loan carries fixed interest rate of 10.34% p.a.Company has taken a vehicle loan of Rs 1,818.00 (Rs in 000') outstanding amount as on 31st March 2016 is Rs 1,384.59 (Rsin 000') from Corporation Bank in December 2013, loan is secured against respective vehicle, repayble in 81 monthlyinstallment with EMI of Rs 33,000/- p.m. .

3)

4)

5)

6)

Company has taken an unsecured loan of Rs 2,500.00 (Rs in 000') outstanding amount as on 31st March 2016 is Rs 370.72(Rs in 000') from Induslnd Bank in May 2014, repayble in 24 monthly installment with EMI of Rs 1,25,415/- p.m.. Loancarries fixed interest rate of 18.50% p.a.During the year company has taken a loan of Rs 3,500.00 (Rs in 000') from Kotak Mahindra Bank Ltd in April-2015,outstanding amount is Rs 2,642.24 (Rs in 000') as on 31st March, 2016, loan is repayble in 36 monthly installment withEMI of Rs 128,296/-.

Notes to financial statements for the period ended March 31, 2016

5.5 Term Loan from other Financial institution-Unsecured includes:1)

5.6 The Company has not made any default for repayment of loans and their interest.

6 Short Term Borrowings(Currency : INR '000)


Secured BorrowingsLoans repayble on Demandfrom Banks 151,828.96 153,005.11

Unsecured BorrowingsLoans and advances from related parties 29,194.32 5,126.87

181,023.28 158,131.98

7 Trade Payables(Currency : INR '000)


Due to related partiesOthers 174,558.70 147,709.66

174,558.70 147,709.66

8 Other Current Liabilities(Currency : INR '000)


Current maturities of long-term debt 10,665.43 11,434.30 Interest accured but not due on Borrowings 313.96 145.52 Accrued Salaries and Benefits 21,426.21 8,034.99 Statutory dues 39,326.28 42,582.74 Other payables 30,408.35 11,115.68

102,140.23 73,313.23

9 Short Term Provisions(Currency : INR '000)


Short Term ProvisionsProvision for Dividend - 1,250.00 Provision for Dividend distribution tax - 462.37 Provision for Gratuity 256.12 - Provision for Leave Encashment 302.54 - Provisions for expenses 620.68 255.21

1,179.34 1,967.58

11 Non-current Investment(Currency : INR '000)


Other than trade Investment;Investment in Equity InstrumentsCBCSL International Ltd 100.00 - (Wholly owned subsidiaries)Total 100.00 -

Company has taken cash credit limit of Rs 1,50,000.00 (Rs in 000') from Bank ofIndia, which is primarily secured against hypothecation of stock and book debtsand 20% margin on BG limit (Rs 10,000.00 (Rs in 000')) with interest rate of 4.30%

Company has taken an unsecured loan of Rs 3,085.28 (Rs in 000') outstanding amount as on 31st March 2016 is Rs1,752.01 (Rs in 000') from Fullerton India Credit Company Limited in Sep 2014, repayble in 36 monthly installment withEMI of Rs 1,13,095/- p.m.


12 Long Term Loans and Advances(Currency : INR '000)


Security Deposits;Unsecured, considered good; 49,485.50 35,101.73 Total 49,485.50 35,101.73

13 Deffered Tax assets(Currency : INR '000)


Deferred Tax Asset3,019.46 1,915.32

Gross Deferred tax assets 3,019.46 1,915.32 Deferred Tax Liabilities

Gross Deferred Tax Liabilities - Deferred Tax Liabilities (Net) - Deferred Tax Assets (Net) 3,019.46 1,915.32

Note:

14 Inventories (valued at lower of cost or net realizable value)(Currency : INR '000)


Raw Materials 56,500.00 48,839.18 56,500.00 48,839.18

15 Trade Receivables(Currency : INR '000)


a.)

Unsecured, considered good 40,758.00 39,893.00 Less: Provision for doubtful receivables

40,758.00 39,893.00 b.) Other Receivable

Unsecured, considered good 260,604.40 281,712.40 Less: Provision for doubtful receivables

260,604.40 281,712.40 301,362.40 321,605.40

Deferred tax assets and deferred tax liabilities have been offset wherever the Company has a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority.

Aggregate amount of Trade Receivables outstanding for a period exceeding six months from the date they are due for payment

Brought forward business losses

Related to Fixed Assets

Disallowance under Income Tax Act 1961.Related to Fixed Assets


16 Cash & Cash Equivalents(Currency : INR '000)


a.) Balances with banks;In current accounts (1,070.29) 1,573.53 In deposit accounts 36,374.48 25,293.83

b.) Cash on hand; 19,492.08 14,910.21 c.) Cash in transist

54,796.27 41,777.57

Notes:The details of balances as on Balance Sheet date with banks are as follows:Particulars As at As at

March 31, 2016 March 31, 2015In Deposits AccountsMaturity less than 3 months - 285.14 Maturity less than 12 months 15,067.92 1,293.13 Maturity more than 12 months 21,306.56 23,715.56

36,374.48 25,293.83

17 Short Term Loans and Advances(Currency : INR '000)


b.) Other loans and advancesAdvance to suppliers of goods and services 93,543.64 6,280.97 Advance to Employees 530.65 4,756.41 Balances with Revenue Authorities 9,981.09 9,863.97 Loans and advances to related parties 503.30 823.13

104,558.68 21,724.48 18 Other Current Assets

(Currency : INR '000)Particulars As at As at

March 31, 2016 March 31, 2015Prepaid Expenses 6,380.59 7,525.86 Advance Income Tax (Net of Provision for Income tax) 3,763.08 4,772.58 Other Receivable 92.71 -

10,236.38 12,298.44


Self Asessment Tax 1,675.17 1,675.17 TDS receivable 27,306.73 20,509.23 Less: Provision for Income Tax (25,218.82) (17,411.82) Advance Income Tax (Net of Provision for Income tax) 3,763.08 4,772.58

Notes to financial statements for the period ended March 31, 2016 79

19 Revenue from operations(Currency : INR '000)

Particulars For Period ended For Period endedMarch 31, 2016 March 31, 2015

Sale of products 318,867.27 49,656.46 Service income 363,723.23 567,283.93 Other Operating Revenues 27,173.51 21,143.93

709,764.01 638,084.32

20 Other income(Currency : INR '000)


Interest Income 2,884.12 1,891.98 Other Non Operating Income 10,363.73 1,752.49

13,247.85 3,644.47

21 Cost of materials consumed(Currency : INR '000)


Opening Stock of Materials 48,839.18 41,368.60 Add : Purchases 441,251.50 346,220.10 Less : Closing stock of Materials (56,500.00) (48,839.18) Cost of materials consumed 433,590.68 338,749.52

22 Employee benefits expense(Currency : INR '000)


Salaries & Allownces 102,675.78 102,506.84 Salary / Remuneration to Directors 11,167.74 16,020.00 Contribution to Provident Fund 1,893.53 1,611.72 Contribution to ESIC 447.35 422.26 Bonus 1,103.51 1,729.86 Gratuity 563.47 152.50 Leave Encashment expenses 399.68 50.00 MLWB- Employer Contribution 15.38 5.90 Staff Health expenses 1,312.13 1,045.61 Staff welfare & training expenses 772.79 1,257.12

- 120,351.36 124,801.81

80 23 Finance costs

(Currency : INR '000)Particulars For Period ended For Period ended

March 31, 2016 March 31, 2015Interest expense on:

Interest expenses 25,144.48 21,598.19 Net Loss/(gain) on foreign currency transaction (3,253.53) 2,390.48 Other Borrowing Cost 1,830.49 823.16

23,721.44 24,811.83

24 Other expenses(Currency : INR '000)


Power and Fuel 6,868.66 4,461.17 Rent 25,542.71 22,625.55 Labour Charges 8,743.17 1,968.52 Repairs & Maintenance 2,761.43 4,720.94 Prior Period Expenses - 179.24 Travelling Expenses 8,243.03 11,075.62 Insurance 756.46 714.36 Rates and Taxes 106.45 49.39 Miscellaneous Expenses 65,529.97 68,456.93

118,551.88 114,251.72 Notes:i Payments to the auditors comprises

included in audit fees (net of service tax input credit, where applicable):

As auditors - statutory audit 75.00 75.00 75.00 75.00

2015-2016 2014-2015 11,480,961.79 12,680,770.72 5,000,000 5,000,000 2.30 2.54

26

Sr. No.2015-2016 2014-2015

a) Nil Nilb) Nil Nilc) Nil Nild) Nil Nile) Nil Nil

27 LeasesOperating Lease (Taken)

Operating Lease ( Given)

The Company has not given any Immovable properties on Operating Lease.

(Currency : INR '000)28

Particulars 2015-2016 2014-2015For Purchases 15,964.76 67,100.51

Others Container Hire charges 3,050.09 2,758.54 Travelling Expenses 1,084.16 4,360.57 Legal Expenses 357.44 -

20,456.45 74,219.62 B) Earnings in Foreign ExchangeParticularsService Income 58,506.54 177,438.36 Sales 2,679.81 -

61,186.35 177,438.36

Particulars

The Principle amount and interest dueInterest paid under MSMED Act, 2006

Net Profit as per Statement of Profit and LossWeigted average Number of Equity SharesBasic and Diluted EPS

Micro, Small and Medium Enterprises Development Act, 2006 :- The Company is in the process of compiling information from its suppliers regarding their status under the above act and hencedisclosure, if any, of the amount unpaid as at the year-end together with the interest paid/payable as required has been given tothe extent information available :-

Particulars

81

NoteNo. Particulars

25 As per Accounting Standered (AS-20) on "Earning Per Share" (EPS) issued by the Institute of Chartered Accountants of India, theparticulars of EPS for equity shareholders are as below:

Interest due (Other than (b) above)Interest accrued and unpaidInterest due and payable till actual payment

A) Expenditure in Foreign Exchange

Total

Assets acquired on the leases where a significant portion of the risk and rewards are retained by the lessor are classified asoperating leases. Lease rentals are charged in the statement of profit and loss on accrual basis.

Total

The Lease Rental from assets Leased out under the operating leases is recognized on accrual basis over the lease term.

The company has taken the various premises under the cancellable operating lease. These lease agreements are normally renewed

The Lease rental expenses in respect of operating Lease: Rs. 25,542.71/- (Previous Year Rs. 22,625.55/-) (Rs in 000')

The lease agreements do not have any undue restrictive or onerous clauses other than those normally prevalent in similaragreements regarding use of assets, lease escalations, renewals and a restriction on sub-leases.

29 Segment Reporting 82

(Currency : INR '000)Particulars 2015-16 2014-15A) Segment Revenue

Restaurant 53,639.35 40,742.57 Catering 668,254.41 600,893.90

Gross Revenue from sale of products and services 721,893.75 641,636.47

B) Segment ResultsRestaurant (49,744.10) 13,421.89 Catering 115,944.79 27,486.88

Segment Total 66,200.70 40,908.77 Less: Unallocable Expenses 48,016.88 24,454.23 Profit before Tax 18,183.82 16,454.54

C) Other InformationSegment Assets

Restaurant 31,963.58 18,464.63 Catering 567,890.03 77,745.99

Segment LiabilitiesRestaurant 26,842.52 18,437.35 Catering 451,882.41 375,811.27

Unallocated Net Corporate Assets and Liabilities 8,121.76 16,446.86

30 Related Parties:-

a.

b. The Related Parties are as under:-

i) Enterprise over which Key Management Personnel and their relative’s control exists.Nationwide Shipping Services Ltd

ii) Key Management PersonnelDirectors:

a) Alfred Micheal Arambhanb) Nalini Maria Arambhanc) Pooja Alfred Arambhand) Aarathi Arambhan (resign on 31st March, 2016)

The Company is majorly engaged in two Business segment i.e. Catering and Restaurant i.e. Onshore and Offshore and as suchaccording to the management there are separate reportable segments in accordance with Accounting Standard (AS) - 17(Segment Reporting) issued by the Institute of Chartered Accountants of India as follows:-

The Management has identified the following companies and individuals as Related Parties of the Company for the year endedMarch 31, 2016 for the purpose of reporting of Related Party disclosure as required in terms of Accounting Standard-18 issued bythe Institute of Chartered Accountants of India:

c) The Details of Related Party Transactions are as follows:- 83(Currency : INR '000)

Sr. No. Name of the Party Nature of Relationship

Nature of Transactions

Amount Rs. 31.03.2016

Amount Rs. 31.03.2015

Directors Remuneration

8,200.00 12,000.00

Net Loan Taken 14,967.45 - Net Repayment of loan - 14,007.37


1,800.00 1,620.00

Loan Taken 9,100.00 -

3 Aarathi ArambhanExecutive Director

(resign on 31st March, 2016)

Directors Remuneration 1,000.00 1,200.00

4 CBCS International Ltd Wholly owned Subsidiary Company

Loan Given 503.30 -

5 Pooja Alfred Arambhan Director Directors Remuneration

167.74 1,200.00


3,277.30 -

Expenses Incurred - 13,259.05

d)

31

32

33

34

35

a) Loan Given Refer Note No. Nil.b) Investment made refer Note No. 11c) Guarantee given : Nil

36

37

1 Alfred Micheal Arambhan Managing Director

6 Nationwide Shipping Services Ltd Control under same management

2 Nalini Maria Arambhan Executive Director

The Company confirms that none of the transactions, if any, with the related parties were in material conflict with the interest ofthe Company.

Contingent Liabilities not provided for in respect of

Pursuant to enactment of Company Act 2013, the Company has applied the estimated useful lives as specified in schedule II.Accordinly , the unamortised carrying value is being depreciated over the revised / remaning useful lives.

Additional liabilities, if any, arising pursuant to respective assessment year under various fiscal statutes, shall be accounted for in the year of assessment.

Some of the debit and credit balances of sundry debtors, creditors, and loans given/ taken are subject to confirmation

Disclosure regarding the loan given , investment made, guarantee given pursuant to section 186(4) of the Company Act 2013

Other Information required pursuant to Part II of Schedule III of the Company Act 2013, are not applicable to the Company.

Figures have been rounded off to the multiple of thousands. Previous year’s figures have been regrouped, recast and rearrangedwherever necessary to make them comparable with the current year figures.

Guarantees: The Company has issued Corporate Guarantee amounting to Rs.8,551.90/- (Rs in 000')

38 Employee Benefits 84Defined Benefit Plans

(Currency : INR '000)Particulars Gratruity Leave EncashmentChange in defined benefit obligations during the Year

Present value of Defined Benefit Obligation at beginning of the Year 1,379.74 195.74 Interest Cost 109.55 15.54 Current Service Cost 290.40 239.03 Benefir paid from the fund (378.77) (267.97) Acturial (Gains) - due to change in financial assumption (22.60) (4.59) Acturial Losses - due to experience 252.44 158.78

Present value of Defined Benefit Obligation at End of the Year 1,630.77 336.53

Change in the Fair Value of Plan Fair Value of Plan Assets at the Beginning of the Period 704.17 237.93 Expected Return on Plan Assets 55.91 18.89 Contributions by the Employer 982.93 54.95 (Benefit Paid from the Fund) (378.77) (267.97) Actuarial Gains/(Losses) on Plan Assets - Due to Experience 10.42 (9.81)

Fair Value of Plan Assets at the End of the Period 1,374.66 33.99

Liability Recognised in the Balance Sheet(Present Value of Benefit Obligation at the end of the Period) (1,630.77) (336.53) Fair Value of Plan Assets at the end of the Period 1,374.66 33.99 Funded Status (Surplus/ (Deficit)) (256.12) (302.54)

Net (Liability)/Asset Recognized in the Balance Sheet (256.12) (302.54)

Cost of Defined Benefit Plan for the YearNet Interest Cost 53.64 (3.35) Current Service Cost 290.40 239.03 Acturial (Gains) / Loss 219.43 164.00

Net Cost Recognized in the Statement of Profit and Loss 563.47 399.68

Assumptions Expected Return on Plan Assets 0.08 0.08 Rate of Discounting 0.08 0.08 Rate of Salary Increase 0.07 0.07 Rate of Employee Turnover 0.02 0.02 Mortality Rate During Employment Indian Assured

Lives Mortality(2006-08)

Indian Assured Lives Mortality(2006-08)

Mortality Rate After Employment N.A. N.A.

Gratuity and Leave encashment provision has been made based on the actuarial valuation done as at the year end. The details ofactuarial valuation as provided by the Independent Actuary is as follows:

Arambhan Hospitality Services Limited 85(Formerly Known as Cawasji Behramji Catering Services Ltd)CIN - U55101MH2009PLC191462201/202 Benston B, Sherly Rajan Road, Near Rizvi Collage,Bandra, Mumbai -400 050.

NOTE-10Fixed Asset & Depreciation Schedule


Fixed Assets As on 01.04.15 Addition during the year

Deductions/ Adjustments As on 31.03.16 Upto 31.03.15 Prior Period

Adjustments Additions Deductions/ Adjustments As at 31.03.16 WDV As on

31.03.16 WDV As at

31.03.15

Air Conditioner 1,495.06 140.08 - 1,635.13 474.12 - 293.04 - 767.16 867.97 1,020.94 Computer 3,726.49 584.53 - 4,311.02 2,958.36 - 571.81 - 3,530.16 780.85 768.13 Electircal Fittings 3,162.40 252.19 - 3,414.59 921.96 - 627.33 - 1,549.29 1,865.30 2,240.43 Furniture and fixture 13,507.19 241.22 - 13,748.41 6,516.19 - 2,157.29 - 8,673.48 5,074.93 6,991.00 Motor Car 20,014.93 - - 20,014.93 13,874.33 - 2,076.36 - 15,950.69 4,064.24 6,140.60 Office Equipments:- 2,724.33 151.17 - 2,875.50 1,789.34 - 458.63 - 2,247.97 627.53 934.99 Plant & Machinery:- 18,535.73 5,764.82 - 24,300.55 7,236.47 - 2,428.22 - 9,664.69 14,635.87 11,299.26 Total 63,166.13 7,134.00 - 70,300.13 33,770.77 - 8,612.68 - 42,383.45 27,916.68 29,395.36 Previous year Total 48,271.99 16337.93 1443.79 63166.13 25,337.02 37.68 9,840.14 1,443.79 33,771.05 29,395.36 22,934.97

Gross Block Accumulated Depreciation Net Block

86

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF Arambhan Hospitality Services Ltd (formerly known as Cawasji Behramji Catering Services Ltd)

Report on the Consolidated Financial Statements

1. We have audited the accompanying consolidated financial statements of Arambhan Hospitality

Services Ltd (formerly known as Cawasji Behramji Catering Services Ltd) (hereinafter referred to as “the Holding Company”)and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) comprising of the Consolidated Balance Sheet as at 31 March 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

2. The Holding Company's Board of Directors is responsible for the preparation of these consolidated

financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 as applicable. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

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

audit.

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

5. We conducted our audit in accordance with the Standards on Auditing specified under section

143(10) of the Act and other applicable authoritative pronouncements issued by The Institutes of Chartered Accountant of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal

87

financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Holding Company’s Directors, as well as evaluating the overall presentation of the consolidated financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the consolidated financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the group as at March 31, 2016, and its consolidated profit and its consolidated cash flows for the year ended on that date.

Other Matters

9. We did not audit the financial statements of 1 subsidiaries included in the consolidated year to date

results, whose consolidated financial statements reflect total assets of Rs. 1 Lacs as at 31st March, 2016 and; as well as the total revenue of Rs. Nil as at 31st March, 2016. These interim financial statements and other financial information have been prepared and provided by management of the Company and reviewed by us.

Report on other Legal and Regulatory Requirements

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

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

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

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

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

e) f)

On the basis of written representations received from the directors of the holding company as on 31 March, 2016, taken on record by the Board of Directors of the holding company, none of the directors is disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 164(2) of the Act. With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate report in Annexure A.

88

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

i. The consolidated financial statement has disclosed the impact, if any, of pending litigations as at March 31, 2016 on its financial position in its consolidated financial statements –Refer Note No.31 to the consolidated financial statement.

ii. The group does not have any long-term contracts including derivatives contracts as at March 31, 2016.

iii. There was no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the group during the year ended March 31, 2016.

For Jagannath H.R & Co. Chartered Accountants FRN. 007541S CA Jagannath H.R Proprietor M. No: 200372 Place - Mumbai Date- 30th May, 2016

89

Annexure A to Independent Auditors’ Report Referred to in paragraph 9(f) of the Independent Auditors’ Report of even date to the members of Arambhan Hospitality Services Ltd (formerly known as Cawasji Behramji Catering Services Ltd) on the financial statements for the year ended March 31, 2016. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31 March 2016, we have audited the internal financial controls over financial reporting of Arambhan Hospitality Services Ltd (formerly known as Cawasji Behramji Catering Services Ltd) (hereinafter referred to as “the Holding Company”) and its subsidiary companies, which are companies incorporated as of date.

Management’s Responsibility for Internal Financial Controls 1. The respective management of the Holding Company and its subsidiary companies, is responsible for

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

Auditors’ Responsibility 2. Our responsibility is to express an opinion on the Company's internal financial controls over financial

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

3. Our audit involves performing procedures to obtain audit evidence about the adequacy of the

internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

4. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

90

Meaning of Internal Financial Controls over Financial Reporting 5. A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that

a. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

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

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

Inherent Limitations of Internal Financial Controls over Financial Reporting 6. Because of the inherent limitations of internal financial controls over financial reporting, including

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

Opinion 7. In our opinion, the Holding Company and Subsidiary Company has, in all material respects, an

adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Jagannath H.R & Co. Chartered Accountants FRN. 007541S

CA Jagannath H.R Proprietor M. No: 200372 Place - Mumbai Date- 30th May, 2016

Consolidated Balance Sheet as at 31st March, 2016 (Currency : INR '000)As at

Note March 31, 2016

I. EQUITY & LIABILITIES1 Shareholder's Funds

a. Share Capital 3 50,000.00 b. Reserves and Surplus 4 78,747.14

128,747.14 2 Non-Current Liabilities

a. Long Term Borrowings 5 19,823.40 19,823.40

3 Current Liabilitiesa. Short Term Borrowings 6 181,023.28 b. Trade Payables 7 174,558.68 c. Other Current Liabilities 8 102,140.23 d. Short Term Provisions 9 1,179.34

458,901.53

TOTAL 607,472.06

II. ASSETS1 Non-current assets

a. Fixed AssetsTangible Assets 10 27,916.68

b. Long-Term Loans and Advances 11 49,485.50 c. Deferred Tax Asset 12 3,019.46

80,421.64

2 Current Assetsa. Inventories 13 56,500.00 b. Trade Receivables 14 301,362.40 c. Cash & Cash Equivalents 15 54,896.27 d. Short-Term Loans and Advances 16 104,055.38 e. Other Current Assets 17 10,236.38

527,050.43

TOTAL 607,472.06


As per our report of even date attached For and on behalf of the board of directorsFor Jagannath H.R & Co. Chartered AccountantsFirm Reg No. 007541S



M.No.140485 M.No.A39495

Particulars

91




92

Consolidated Statement of Profit and loss for the period ended March 31, 2016(Currency : INR '000)

For Period endedNote March 31, 2016

I RevenueRevenue from operations 18 709,764.01 Other income 19 13,247.85 Total Revenue 723,011.86

II Expensesa.) Cost of materials consumed 20 433,590.68 b.) Employee benefits expense 21 120,351.36 c.) Finance costs 22 23,721.44 d.) Depreciation and amortization expense 10 8,612.68 e.) Other expenses 23 119,055.18

Total expenses 705,331.34 III Profit before tax (I-II) 17,680.52 IV Prior period items

a.) Sundry debtors written off - 17,680.52

IV Tax expense:a.) Current tax 7,807.00 b.) Less: MAT credit - c.) Net current tax 7,807.00 d.) Deferred tax 1,104.14

6,702.86 V Profit (Loss) for the period (III - IV) 10,977.66 VI Earnings per equity share:

a.) Basic 2.20 b.) Diluted 2.20


As per our report of even date attached For and on behalf of the board of directors

For Jagannath H.R & Co. Arambhan Hospitality Services LimitedChartered AccountantsFirm Reg No. 007541S



M.No.140485 M.No.A39495

Particulars


CIN - U55101MH2009PLC191462201/202 Benston B, Sherly Rajan Road, Near Rizvi Collage,Bandra, Mumbai -400 050.

93

(Currency : INR '000)For Period ended

March 31, 2016

A) Cash Flow From Operating Activities :Net Profit before tax 17,680.52 Adjustment for :

Depreciation 8,612.68 Prior Period Adjustment (639.39) Interest Income (2,884.12) Interest Expenses 23,721.44

Operating profit before changes in working capital changes 46,491.13 Adjustments for (increase)/ decrease in operating assets: (Increase)/Decrease in Inventories (7,660.82) (Increase)/Decrease in Trade Recievable 20,243.00 (Increase)/Decrease in Short Term Loans and Advances (82,330.90) (Increase)/Decrease in Other Current Assets 1,052.56 (Increase)/Decrease in Long Term Loans and Advances (14,383.77)

Increase/(Decrease) in Trade payables 26,849.02 Increase/(Decrease) in Other Current Liabilities 29,595.87 Increase/(Decrease) in Short Term Provisions (788.24)

Cash generated from operations 19,067.86 Income Taxes paid 6,797.50

Net cash flow in operating activities A 12,270.35

B) Cash Flow From Investing Activities :Purchase of Fixed Assets (7,134.00) Interest Income 2,884.12

Net cash flow in investing activities B (4,249.88)

C) Cash Flow From Financing Activities :Finance Cost (23,721.44) Increase/(Decrease) in Short Term Borrowings 22,891.30 Increase/(Decrease) in Long Term Borrowings 5,928.35

Net Cash Flow in Financing Activities C 5,098.21


CIN - U55101MH2009PLC191462201/202 Benston B, Sherly Rajan Road, Near Rizvi Collage,Bandra, Mumbai -400 050.

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

PARTICULARS

CASH FLOW STATEMENT (contd) (Currency : INR '000)For Period ended

March 31, 2016Net Increase In Cash & Cash Equivalents (A+B+C) 13,118.68

Cash equivalents at the begining of the year 41,777.57

Cash equivalents at the end of the year 54,896.25

Notes on the statement of Cash Flow given below

This is the Cash Flow statement referred to in our report of even date.


Alfred Arambhan Nalini ArambhanChairman & MD Director

DIN:00788831 DIN:02168429CA Jagannath H.RM No: 200372Place: MumbaiDate: 30th May, 2016 Rajiv Mudaliar Sagar Shah

Chief Financial Officer Company SecretaryM.No.140485 M.No.A39495

Notes on the statement of cash flows :


1

19,592.08 Balance With banks (1,070.29) Fixed Deposit 36,374.48

54,896.25

2

3

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing, and investing activities of the company are segregated.

Previous year's figures have been recast / restated, wherever necessary, to confirm with the current year's presentation.

For and on behalf of the board of directorsArambhan Hospitality Services Limited


Component of Cash and Cash equivalents

Cash on hand

PARTICULARS

95

Notes to Consolidated financial statements for the period ended March 31th , 2016

1 Corporate informationArambhan HospitaltyServices Limited (Formerly Known as Cawasji Behramji Catering Services Ltd) ("the Company") is a listed public company incorporated in 2009 in Maharashtra.The Company is in the business of offshore and onshore catering services.

2 Summary of Significant accounting policies2.1 Basis of Accounting

The Consolidated financial statements of the Company and its subsidiaries (the Company and its subsidiaries constitute "theGroup") have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) tocomply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of theCompanies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act"), as applicable.The consolidated financial statements have been prepared on accrual basis under the historical cost convention. Theaccounting policies adopted in the preparation of consolidated financial statements are consistent with those followed in theprevious year.

2.2 Principal of ConsolidationA. The consolidated financial statements of the Group have been prepared in accordance with the Accounting standard 21‘Consolidated Financial Statements’ notified under section 133 of the Companies Act, 2013 read together with paragraph 7 ofthe companies (Accounts) Rules 2014.

B. The consolidated financial statements have been prepared on the following basis:I. The financial statements of the Company and its subsidiaries have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating all intra group transactions, balances and unrealised surplus and deficit on transactions.

II. Transactions relating to the Statement of profit and loss of the acquired subsidiaries have been included in the Consolidated Statement of profit and loss from the effective date of acquisition on proportionate basis assuming that profits / loss have accrued evenly throughout the year wherever financial statements are not drawn till the date of acquisition.

C. The consolidated financial statements are presented, to the extent possible, in the same format as that adopted by theparent company for its separate financial statements.

D. The consolidated financial statements are prepared using uniform accounting policies for like transactions and otherevents in similar circumstances to the extent possible.

E. The companies considered in the consolidated financial statements are listed below:-1. CBCS International Ltd (Wholly owned subsidiary company)

2.3 Use of EstimatesThe preparation of the consolidated financial statements in conformity with Indian GAAP requires the Management to makeestimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) andthe reported income and expenses during the year. The Management believes that the estimates used in preparation of theconsolidated financial statements are prudent and reasonable. Future results could differ due to these estimates and thedifferences between the actual results and the estimates are recognised inthe years in which the results are known /materialise

2.4 InventoriesStock of food and beverages and stores and operating supplies are carried at the lower of cost (computed on a WeightedAverage basis) or net realisable value. Cost includes the cost of purchase including duties and taxes (other than thoserefundable), inward freight, and other expenditure directly attributable to the purchase. Trade discounts, rebates andbenefits arising from utilisation of duty free scrips are deducted in determining the cost of purchase.

2.5 Depreciation and amortisationDepreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.Depreciation on tangible fixed assets has been provided on the written down value method as per the useful life prescribedin Schedule II to the Companies Act, 2013

2.6 Revenue recognitionRevenue is recognised upon rendering of the service, provided pervasive evidence of an arrangement exists. All incomes aregenerally accounted on accrual basis except those which are of insignificant value.

2.7 Fixed assetsFixed assets are carried at cost less accumulated depreciation and impairment losses, if any. The cost of a tangible assetcomprises its purchase price, including any import duties and other taxes (other than those subsequently recoverable fromthe taxing authorities), and any directly attributable expenditure on making the asset ready for its intended use and net ofany trade discounts and rebates.Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in

Schedule II and accordingly the unamortized carrying value is being depreciated / amortised over the revised/ remaininguseful lives

2.8 Foreign currency transactions and translationsInitial recognitionTransactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on the date ofthe transaction or at rates that closely approximate the rate at the date of the transaction.Measurement at the balance sheet dateForeign currency monetary items of the Company, outstanding at the balance sheet date are restated at the year-end rates.Non-monetary items of the Company are carried at historical cost.Exchange difference recognitionExchange differences arising on settlement / restatement of foreign currency monetary assets and liabilities of the Companyare recognised as income or expense in the Statement of Profit and Loss.


CIN - U55101MH2009PLC191462201/202 Benston B, Shirley Rajan Road, Near Rizvi Collage, Bandra West, Mumbai - 400 050.

Notes to Consolidated financial statements for the period ended March 31th , 201696

2.9 Employees BenefitsEmployee benefits include provident fund, gratuity and leave encashment

Defined contribution plan:The Company's contribution to provident fund are considered as defined contribution plan and are charged as an expense as it falls due based on the amount of contribution required to be made and when the services are rendered by the employees.

Defined benefit plans:For defined benefit plans in the form of gratuity fund, the cost of providing benefits is determined using the Projected UnitCredit method, with Actuarial Valuations being carried out at each Balance Sheet date. Actuarial gains and losses arerecognised in the Statement of Profit and Loss in the year in which they occur. Past service cost is recognised immediately tothe extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average year untilthe benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value ofthe defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets.Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds andreductions in future contributions to the schemes.

2.9 Borrowing CostsBorrowing costs directly attributable to the acquisition of an asset which takes a substantial period of time to get ready for itsintended use, are capitalised as a part of the cost of such assets, until such time the asset is substantially ready for itsintended use. All other borrowing costs are recognised in the Statement of Profit and Loss in the period they occur.

2.10 LeasesOperating LeasesLease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor arerecognised as operating leases. Lease rental income / expenses under operating leases arrangements are recognised in theStatement of Profit and Loss on a straight-line basis.

2.11 Earnings per shareBasic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders bythe weighted average number of equity shares outstanding during the period.

2.12 Taxes on IncomeTax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid tothe tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact of current yeartiming differences between taxable income and accounting income for the year and reversal of timing differences of earlieryears.Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form ofadjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will paynormal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economicbenefit associated with it will flow to the Company.Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date.Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable incomewill be available against which such deferred tax assets can be realised. If the company has unabsorbed depreciation or carryforward tax losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence thatsuch deferred tax assets can be realised against future taxable profits. At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferredtax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient futuretaxable income will be available against which such deferred tax assets can be realised.

2.13 Impairment of AssetsThe company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any suchindication exists, the company estimates the recoverable amount of the asset. If such recoverable amount of the asset orrecoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carryingamount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the profitand loss account. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longerexists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum ofdepreciated historical cost.

2.14 Provision for statutory interestThe company follows policy to recognise interest, Penalties etc on its statutory liabilities on the basis of intimation/ noticereceived form the statutory authorities.

2.15 Provisions and contigenciesThe Company creates a provision when there is a present obligation as a result of a past event that probably requires anoutflow of resources and a reliable estimate can be made of the amount of the obligation.A disclosure for a contingentliability is made when there is a possible obligation or a present obligation that may, but probably will not, require anoutflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood ofoutflow of resources is remote, no provision or disclosure is made. Provisions for onerous contracts i.e. contracts where the expected unavoidable costs of meeting the obligations under thecontract exceed the economic benefits expected to be received under it, are recognised when it is probable that an outflow ofresources embodying economic benefits will be required to settle a present obligation as a result of an obligating event, basedon a reliable estimate of such obligation.

2.16 Cash and Cash Equivalent (for the purpose of cash flow statements):Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an originalmaturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible intoknown amounts of cash and which are subject to insignificant risk of changes in value.

97Notes to Consolidated financial statements for the period ended March 31, 2016

3 Share Capital(Currency : INR '000)

Particulars As atMarch 31, 2016

a.) Authorised Capital5,000,000 (Last year 5,000,000) equity shares of 10/- each 50,000.00

b.) Issued, Subscribed and Paid up shares5,000,000 (Last year 1,250,000) Equity shares of Rs. 10/- Each 50,000.00

c.)

d.) Reconciliation of the shares outstanding at the beginning and at the end of the reported period

Equity Shares No. Of shares

At the begening of the period 1,250,000 Bonus shares Issued during the period 3,750,000 Outstanding at the end of the period 5,000,000

e.) List of shareholders holding more than 5 percent.

Name of Shareholder No. Of sharesMrs. Nalini Arambhan 3,269,988 Mr. Alfred Arambhan 390,000

4 Reserves and Surplus(Currency : INR '000)


Surplus/ (deficit) in the statement of profit and lossAt the beginning of the accounting period 105,908.86 Less : Adjustment of prior year employee benefit scheme 633.38 less: Propsed Dividend F.Y 14-15 - Less: Issue Of Bonus Share 37,500.00 less: Dividend Distribution tax F.Y 2014-15 6.01 Add : Profit/(Loss) for the period 10,977.66 Net Surplus in the statement of profit & loss 78,747.14 Total reserves and surplus 78,747.14

5 Long Term Borrowings5.1 Non-Current Liability (Currency : INR '000)Particulars As at

March 31, 2016Secured BorrowingsTerm Loan (A) from Banks (Refer note 5.2) 3,483.09 (B) from other financial institutions (Refer note 5.3) 10,111.58

Unsecured BorrowingsTerm Loan (A) from Banks (Refer note 5.4) 5,618.56 (B) from other financial institutions (Refer note 5.5) 610.16

19,823.40

The Company has only one class of shares referred to as equity shares having a par value of`10/-. Eachholder of equity shares is entitled to one vote per share.

Notes to Consolidated financial statements for the period ended March 31, 2016Current MaturityParticulars As at

March 31, 2016Secured BorrowingsTerm Loan (A) from Banks 3,018.18 (B) from other financial institutions 449.80

Unsecured BorrowingsTerm Loan (A) from Banks 6,081.23 (B) from other financial institutions 1,116.22

10,665.43 Notes:

i.

5.2 Term Loan from Banks-Secured includes:1)

5.3 Term Loan from other Financial Institutions-Secured includes:1)

5.4 Term Loan from Banks-Unsecured includes:1)

Company has taken a vehicle loan of Rs 5,585.36 (Rs in 000') outstanding amount as on 31st March 2016 is Rs 1,797.20 (Rs in 000') from Kotak Mahindra Prime Ltd in June 2012, loan is secured against respective vehicle, repayble in 60 monthly installment with EMI of Rs 1,19,694/- p.m. Loan carries fixed interest rate of 10.34% p.a.During the year company has extend a vehicle loan to Rs 3,200.00 (Rs in 000') outstanding amount as on 31 st March, 2016 is Rs 2,919.37 (Rs in 000') from Kotak Mahindra Prime Ltd in Dec-15, secured against respective vehicle, loan is repayble in 35 monthly installment with EMI of Rs 150,400/- p.m. upto Dec-16, Rs 1,10,400/-p.m. upto Dec-2017 and thereafter Rs 81,750/-p.m.

Company has taken a vehicle loan of Rs 5,200.00 (Rs in 000') outstanding amount as on 31st March 2016 is Rs 461.92 (Rs in 000') from Kotak Mahindra Prime Ltd in June 2014, loan is secured against respective vehicle, repayble in 24 monthly installment with EMI of Rs 390,000/- p.m. upto Mar-15, Rs 250,000/-p.m. upto Nov-2015 and thereafter Rs 118,000/-p.m. . Loan carries fixed interest rate of 10.34% p.a.

Company has taken a vehicle loan of Rs 1,818.00 (Rs in 000') outstanding amount as on 31st March 2016 is Rs 1,384.59 (Rs in 000') from Corporation Bank in December 2013, loan is secured against respective vehicle, repayble in 81 monthly installment with EMI of Rs 33,000/- p.m. .

During the year company has taken a term loan of Rs 10,700.00 (Rs in 000') from Aditya Birla Finance Limited in Nov-2015, outstanding amount is Rs 10,651.45 (Rs in 000') as on 31st March, 2016, the loan is secured against the equitable mortgaged of a flat situted at Banglore (India), loan is repayble in 144 monthly installment with EMI of Rs 138,921/-. This loan carries interest rate of ABFL long term interest rate+4.25% margin(effective interest rate was 11.75% p.a. at the time of loan taken).

Company has taken an unsecured business loan of Rs 3,500.00 (Rs in 000') outstanding amount as on 31st March 2016 is Rs 2,078.33 (Rs in 000') from Ratnakar Bank in Nov 2014, repayble in 36 monthly

installment with EMI of Rs 1,26,533/- p.m.. Loan carries fixed interest rate of 18.00% p.a.

Company has taken an unsecured business loan of Rs 4,000.00 (Rs in 000') outstanding amount as on 31st March 2016 is Rs 2,054.84 (Rs in 000') from HDFC Bank in June 2014, repayble in 36 monthly installment with EMI of Rs 1,42,611/- p.m.. Loan carries fixed interest rate of 17.00% p.a.

Company has taken an unsecured personal loan of Rs 3,000.00 (Rs in 000') outstanding amount as on 31st March 2016 is Rs 436.83 (Rs in 000') from ICICI Bank in July 2014, repayble in 24 monthly installment with EMI of Rs 1,47,607/- p.m.. Loan carries fixed interest rate of 16.49% p.a.

During the year company has extend a medium term working capital loan to Rs 5,000.00 (Rs in 000') from Deustche Bank in Aug-2015, outstanding amount is Rs 4,225.64 (Rs in 000') as on 31st March, 2016, loan is repayble in 36 monthly installment with EMI of Rs 169,310/-. This loan carries floating interest rate of base rate plus 4.00%

3)

4)

2)

3)

4)

2)

Amount of current maturities disclosed under the head "other current liabilities" (note 10)

Notes to Consolidated financial statements for the period ended March 31, 2016

5.5 Term Loan from other Financial institution-Unsecured includes:1)

5.6 The Company has not made any default for repayment of loans and their interest.

6 Short Term Borrowings(Currency : INR '000)


Secured BorrowingsLoans repayble on Demandfrom Banks 151,828.96

Unsecured BorrowingsLoans and advances from related parties 29,194.32

181,023.28

7 Trade Payables(Currency : INR '000)


Due to related partiesOthers 174,558.70

174,558.70

8 Other Current Liabilities(Currency : INR '000)


Current maturities of long-term debt 10,665.43 Interest accured but not due on Borrowings 313.96 Accrued Salaries and Benefits 21,426.21 Statutory dues 39,326.28 Other payables 30,408.35

102,140.23

9 Short Term Provisions(Currency : INR '000)


Short Term ProvisionsProvision for Gratuity 256.12 Provision for Leave Encashment 302.54 Provisions for expenses 620.68

1,179.34

5)

6)

Company has taken an unsecured loan of Rs 2,500.00 (Rs in 000') outstanding amount as on 31st March2016 is Rs 370.72 (Rs in 000') from Induslnd Bank in May 2014, repayble in 24 monthly installment withEMI of Rs 1,25,415/- p.m.. Loan carries fixed interest rate of 18.50% p.a.

During the year company has taken a loan of Rs 3,500.00 (Rs in 000') from Kotak Mahindra Bank Ltd inApril-2015, outstanding amount is Rs 2,642.24 (Rs in 000') as on 31st March, 2016, loan is repayble in 36monthly installment with EMI of Rs 128,296/-.

Company has taken cash credit limit of Rs 1,50,000.00 (Rs in 000') from Bank ofIndia, which is primarily secured against hypothecation of stock and book debtsand 20% margin on BG limit (Rs 10,000.00 (Rs in 000')) with interest rate of 4.30%over base rate..

Company has taken an unsecured loan of Rs 3,085.28 (Rs in 000') outstanding amount as on 31st March2016 is Rs 1,752.01 (Rs in 000') from Fullerton India Credit Company Limited in Sep 2014, repayble in 36monthly installment with EMI of Rs 1,13,095/- p.m.


11 Long Term Loans and Advances(Currency : INR '000)


Security Deposits;Unsecured, considered good; 49,485.50 Total 49,485.50

12 Deffered Tax assets(Currency : INR '000)


Deferred Tax Asset3,019.46

Gross Deferred tax assets 3,019.46 Deferred Tax Liabilities

Gross Deferred Tax LiabilitiesDeferred Tax Liabilities (Net)Deferred Tax Assets (Net) 3,019.46

Note:

13 Inventories (valued at lower of cost or net realizable value)(Currency : INR '000)


Raw Materials 56,500.00 56,500.00

14 Trade Receivables(Currency : INR '000)


a.)

Unsecured, considered good 40,758.00 Less: Provision for doubtful receivables

40,758.00 b.) Other Receivable

Unsecured, considered good 260,604.40 Less: Provision for doubtful receivables

260,604.40 301,362.40

Aggregate amount of Trade Receivables outstanding for a period exceeding six months from the date they are due for payment

Brought forward business losses

Related to Fixed Assets

Disallowance under Income Tax Act 1961.Related to Fixed Assets

Deferred tax assets and deferred tax liabilities have been offset wherever the Company has a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority.


15 Cash & Cash Equivalents(Currency : INR '000)


a.) Balances with banks;In current accounts (1,070.29) In deposit accounts 36,374.48

b.) Cash on hand; 19,592.08 c.) Cash in transist

54,896.27

Notes:The details of balances as on Balance Sheet date with banks are as follows:Particulars As at

March 31, 2016In Deposits AccountsMaturity less than 3 months - Maturity less than 12 months 15,067.92 Maturity more than 12 months 21,306.56

36,374.48

16 Short Term Loans and Advances(Currency : INR '000)


b.) Other loans and advancesAdvance to suppliers of goods and services 93,543.64 Advance to Employees 530.65 Balances with Revenue Authorities 9,981.09 Loans and advances to related parties -

104,055.38 17 Other Current Assets

(Currency : INR '000)Particulars As at

March 31, 2016Prepaid Expenses 6,380.59 Advance Income Tax (Net of Provision for Income tax) 3,763.08 Other Receivable 92.71

10,236.38


Self Asessment Tax 1,675.17 TDS receivable 27,306.73 Less: Provision for Income Tax (25,218.82) Advance Income Tax (Net of Provision for Income tax) 3,763.08

Arambhan Hospitality Services Limited 103(Formerly Known as Cawasji Behramji Catering Services Ltd)CIN - U55101MH2009PLC191462201/202 Benston B, Sherly Rajan Road, Near Rizvi Collage,Bandra, Mumbai -400 050.

NOTE-10Fixed Asset & Depreciation Schedule


Fixed Assets As on 01.04.15 Addition during the year

Deductions/ Adjustments As on 31.03.16 Upto 31.03.15 Prior Period

Adjustments Additions Deductions/ Adjustments As at 31.03.16 WDV As on

31.03.16 WDV As at

31.03.15

Air Conditioner 1,495.06 140.08 - 1,635.13 474.12 - 293.04 - 767.16 867.97 1,020.94 Computer 3,726.49 584.53 - 4,311.02 2,958.36 - 571.81 - 3,530.16 780.85 768.13 Electircal Fittings 3,162.40 252.19 - 3,414.59 921.96 - 627.33 - 1,549.29 1,865.30 2,240.43 Furniture and fixture 13,507.19 241.22 - 13,748.41 6,516.19 - 2,157.29 - 8,673.48 5,074.93 6,991.00 Motor Car 20,014.93 - - 20,014.93 13,874.33 - 2,076.36 - 15,950.69 4,064.24 6,140.60 Office Equipments:- 2,724.33 151.17 - 2,875.50 1,789.34 - 458.63 - 2,247.97 627.53 934.99 Plant & Machinery:- 18,535.73 5,764.82 - 24,300.55 7,236.47 - 2,428.22 - 9,664.69 14,635.87 11,299.26 Total 63,166.13 7,134.00 - 70,300.13 33,770.77 - 8,612.68 - 42,383.45 27,916.68 29,395.36 Previous year Total 48,271.99 16337.93 1443.79 63166.13 25,337.02 37.68 9,840.14 1,443.79 33,771.05 29,395.36 22,934.97

Gross Block Accumulated Depreciation Net Block

18 Revenue from operations(Currency : INR '000)

Particulars For Period endedMarch 31, 2016

Sale of products 318,867.27 Service income 363,723.23 Other Operating Revenues 27,173.51

709,764.01

19 Other income(Currency : INR '000)


Interest Income 2,884.12 Other Non Operating Income 10,363.73

13,247.85

20 Cost of materials consumed(Currency : INR '000)


Opening Stock of Materials 48,839.18 Add : Purchases 441,251.50 Less : Closing stock of Materials (56,500.00) Cost of materials consumed 433,590.68

21 Employee benefits expense (Currency : INR '000)


Salaries & Allownces 102,675.78 Salary / Remuneration to Directors 11,167.74 Contribution to Provident Fund 1,893.53 Contribution to ESIC 447.35 Bonus 1,103.51 Gratuity 563.47 Leave Encashment expenses 399.68 MLWB- Employer Contribution 15.38 Staff Health expenses 1,312.13 Staff welfare & training expenses 772.79

120,351.36


10522 Finance costs

(Currency : INR '000)Particulars For Period ended

March 31, 2016Interest expense on:

Interest expenses 25,144.48 Net Loss/(gain) on foreign currency transaction (3,253.53) Other Borrowing Cost 1,830.49

23,721.44

23 Other expenses(Currency : INR '000)


Power and Fuel 6,868.66 Rent 25,542.71 Labour Charges 8,743.17 Repairs & Maintenance 2,761.43 Prior Period Expenses - Travelling Expenses 8,243.03 Insurance 756.46 Rates and Taxes 106.45 Miscellaneous Expenses 66,033.27

119,055.18 Notes:i Payments to the auditors comprises

included in audit fees (net of service tax input credit, where applicable):

As auditors - statutory audit 75.00 75.00

2015-2016 10,977,661.79 5,000,000 2.20

25

Sr. No.2015-2016

a) Nilb) Nilc) Nild) Nile) Nil

26 LeasesOperating Lease (Taken)

Operating Lease ( Given)

The Company has not given any Immovable properties on Operating Lease.

(Currency : INR '000)27

Particulars 2015-2016For Purchases 15,964.76

Others Container Hire charges 3,050.09 Travelling Expenses 1,084.16 Legal Expenses 357.44

20,456.45 B) Earnings in Foreign ExchangeParticularsService Income 58,506.54 Sales 2,679.81

61,186.35

A) Expenditure in Foreign Exchange

Particulars

106

Micro, Small and Medium Enterprises Development Act, 2006 :-

Assets acquired on the leases where a significant portion of the risk and rewards are retained by the lessor are classified as operating leases. Lease rentals are charged in the statement of profit and loss on accrual basis.

The Lease Rental from assets Leased out under the operating leases is recognized on accrual basis over the lease term.

The company has taken the various premises under the cancellable operating lease. These lease agreements are normally renewed on the expiry.

The Lease rental expenses in respect of operating Lease: Rs. 25,542.71/- (Rs in 000')

The lease agreements do not have any undue restrictive or onerous clauses other than those normally prevalent in similar agreements regarding use of assets, lease escalations, renewals and a restriction on sub-leases.

Net Profit as per Statement of Profit and LossWeigted average Number of Equity SharesBasic and Diluted EPS

Particulars

The Principle amount and interest dueInterest paid under MSMED Act, 2006

The Company is in the process of compiling information from its suppliers regarding their status under the above act and hence disclosure, if any, of the amount unpaid as at the year-end together with the interest paid/payable as required has been given to the extent information available :-

Particulars

NoteNo.

24 As per Accounting Standered (AS-20) on "Earning Per Share" (EPS) issued by the Institute of Chartered Accountants of India, the particulars of EPS for equity shareholders are as below:

Total

Interest due (Other than (b) above)Interest accrued and unpaidInterest due and payable till actual payment

Total

107 28 Segment Reporting

Particulars 2015-16A) Segment Revenue

Restaurant 53,639.35 Catering 668,254.41

Gross Revenue from sale of products and services 721,893.75

B) Segment ResultsRestaurant (49,744.10)Catering 115,441.49

Segment Total 65,697.40 Less: Unallocable Expenses 48,016.88 Profit before Tax 17,680.52

C) Other InformationSegment Assets

Restaurant 31,963.58 Catering 567,386.73

Segment LiabilitiesRestaurant 26,842.52 Catering 451,882.41

Unallocated Net Corporate Assets and Liabilities 8,121.76

29 Related Parties:-

a.

b. The Related Parties are as under:-

i) Enterprise over which Key Management Personnel and their relative’s control exists.Nationwide Shipping Services Ltd

ii) Key Management PersonnelDirectors:

a) Alfred Micheal Arambhanb) Nalini Maria Arambhanc) Pooja Alfred Arambhand) Aarathi Arambhan (resign on 31st March, 2016)

The Company is majorly engaged in two Business segment i.e. Catering and Restaurant i.e. Onshore and Offshore

and as such according to the management there are separate reportable segments in accordance with Accounting

Standard (AS) - 17 (Segment Reporting) issued by the Institute of Chartered Accountants of India as follows:-(Currency : INR '000)

The Management has identified the following companies and individuals as Related Parties of the Company for the year ended March 31, 2016 for the purpose of reporting of Related Party disclosure as required in terms of Accounting Standard-18 issued by the Institute of Chartered Accountants of India:

108c) The Details of Related Party Transactions are as follows:-

(Currency : INR '000)Sr. No. Name of the Party Nature of Relationship Nature of

TransactionsAmount Rs. 31.03.2016


8,200.00

Net Loan Taken 14,967.45 Net Repayment of loan -


1,800.00

Loan Taken 9,100.00

3 Aarathi Arambhan Executive Director (resign on 31st March, 2016)


1,000.00

4 Pooja Alfred Arambhan Director Directors Remuneration

167.74


3,277.30

Expenses Incurred -

d)

30

31

32

33

34

35

a) Loan Given Refer Note No. Nil.b) Investment made refer Note No. 11c) Guarantee given : Nil

36

37 Figures have been rounded off to the multiple of thousands. Previous year’s figures have been regrouped, recast and rearranged wherever necessary to make them comparable with the current year figures.

The Company has filed Legal Suit for the recovery of payment for services rendered to Punj Lloyd Ltd (Rs 1,72,16,118/-), Essar Offshore Subseas Ltd (Rs 1,04,82,177/-) and Essar Offshore Subsea Limited and Essar Projects Limited (collectively ―the Essar Entities‖), (USD 108,678.98/-) and to compensate to the Company by interest thereon @18% per annum. The outcome of Legal Suit is pending as on date. The Management of the Company is hopeful of recovering the same.

Pursuant to enactment of Company Act 2013, the Company has applied the estimated useful lives as specified in schedule II. Accordinly , the unamortised carrying value is being depreciated over the revised / remaning useful lives.

Additional liabilities, if any, arising pursuant to respective assessment year under various fiscal statutes, shall be accounted for in the year of assessment.

Some of the debit and credit balances of sundry debtors, creditors, and loans given/ taken are subject to confirmation

Disclosure regarding the loan given , investment made, guarantee given pursuant to section 186(4) of the Company Act 2013

Other Information required pursuant to Part II of Schedule III of the Company Act 2013, are not applicable to the Company.

1 Alfred Micheal Arambhan Managing Director

5 Nationwide Shipping Services Ltd Control under same management

2 Nalini Maria Arambhan Executive Director

The Company confirms that none of the transactions, if any, with the related parties were in material conflict with the interest of the Company.

Contingent Liabilities not provided for in respect of Guarantees: The Company has issued Corporate Guarantee amounting to Rs.8,551.90/- (Rs in 000')

10938 Employee Benefits

Defined Benefit Plans

(Currency : INR '000)Particulars Gratruity Leave EncashmentChange in defined benefit obligations during the Year

Present value of Defined Benefit Obligation at beginning of the Year 1,379.74 195.74 Interest Cost 109.55 15.54 Current Service Cost 290.40 239.03 Benefir paid from the fund (378.77) (267.97) Acturial (Gains) - due to change in financial assumption (22.60) (4.59) Acturial Losses - due to experience 252.44 158.78

Present value of Defined Benefit Obligation at End of the Year 1,630.77 336.53

Change in the Fair Value of Plan Fair Value of Plan Assets at the Beginning of the Period 704.17 237.93 Expected Return on Plan Assets 55.91 18.89 Contributions by the Employer 982.93 54.95 (Benefit Paid from the Fund) (378.77) (267.97) Actuarial Gains/(Losses) on Plan Assets - Due to Experience 10.42 (9.81)

Fair Value of Plan Assets at the End of the Period 1,374.66 33.99

Liability Recognised in the Balance Sheet(Present Value of Benefit Obligation at the end of the Period) (1,630.77) (336.53) Fair Value of Plan Assets at the end of the Period 1,374.66 33.99 Funded Status (Surplus/ (Deficit)) (256.12) (302.54)

Net (Liability)/Asset Recognized in the Balance Sheet (256.12) (302.54)

Cost of Defined Benefit Plan for the YearNet Interest Cost 53.64 (3.35) Current Service Cost 290.40 239.03 Acturial (Gains) / Loss 219.43 164.00

Net Cost Recognized in the Statement of Profit and Loss 563.47 399.68

Assumptions Expected Return on Plan Assets 0.08 0.08 Rate of Discounting 0.08 0.08 Rate of Salary Increase 0.07 0.07 Rate of Employee Turnover 0.02 0.02 Mortality Rate During Employment Indian Assured Lives

Mortality(2006-08)

Indian Assured Lives Mortality

(2006-08) Mortality Rate After Employment N.A. N.A.

Gratuity and Leave encashment provision has been made based on the actuarial valuation done as at the year end.The details of actuarial valuation as provided by the Independent Actuary is as follows:

1

CORRIGENDUM TO ANNUAL REPORT FOR FY 2015-16 FOR THE FOLLOWING:

1. Change in Venue for holding 7th Annual General Meeting (AGM) of Arambhan Hospitality Services Limited hereinafter referred to as “the Company”

We wish to inform that the Notice of 7th Annual General Meeting of the Company scheduled to be held on Tuesday, 27th September, 2016 at 03:00 p.m. at 17. Bahubali Building, Behind Peoples Book House, Cawasji Patel Street, Fort, Mumbai-400001, Maharashtra, India was sent by email to those members who had registered their e-mail id and physical copies of the Notice were sent by permitted mode to those members who have not registered their e-mail id.

Due to unavoidable circumstances, the venue of the 7th Annual General Meeting of the Company is changed from above to at Catholic Gymkhana, 47-A, Netaji Subhash Road, Marine Drive, Mumbai-400002, Maharashtra, India. Save for the change of the venue of the AGM, the date and time of the AGM and the resolutions to be considered at the 7th AGM, remain unchanged. The proxy form, Attendance Slip issued together with the Notice of AGM remains valid and be read along with the corrigendum. Also, annexed is the route map to reach the venue of the 7th AGM of the Company.

2. On Page 51 (Annexure 6) in MANAGEMENT DISCUSSION AND ANALYSIS REPORT under the title “Industry Structure and developments” which is read as:

“During the financial year 2015-16 the global economy witnessed significant volatility with the overhang of uncertainty regarding a recovery of economic growth. The risk of extreme events persisted and the economic scenario remained weak.

With domestic indicators advancing in positive territory, Indian economic growth has picked up and is expected to cross 7% in FY16 and FY17. The fiscal deficit and retail inflation remain in check.

2

According to an RBI report (Report on Trend and Progress of Banking in India 2014-2015), NBFC sector has become a critical player in the Indian financial system particular lying terms of its size, spread and niche areas of operation. In FY15, there were11,622 Non-Deposit-taking NBFCs(NBFC-ND) and 220 Deposit-taking NBFCs (NBFC-D) in India with balance sheet sizes of Rs. 14,166 billion and Rs. 1,925 billion, respectively. NBFCNDs have posted a balance sheet growth of more than 15% in 2015 over2014.

India, with its huge population, has a relatively low penetration of banking services. Maximum financial inclusion remains the key fuel for economic growth. While the Government has made ambitious and significant efforts to achieve greater penetration of financial services with programs like the Pradhan Mantri Jan DhanYojna, access for households and small & medium size enterprises to intergrated financial solutions and services remains limited. This is the specific area, which the NBFCs have begun to make a rather remarkable contribution in, with significant potential for future growth.

Over the longer run, the costs of higher regulations will be outweighed by the vast opportunities that the sector presents in being part of a financial system that can potentially reach a billion people”.

Should be read as:

Industry Structure and developments:

As per the Central Statistics Office (CSO), India’s economy grew at around 7.6% during the fiscal year ended March 2016 on improved performance in the manufacturing and farm sectors including trade, hotels, transport, communication and services related to broadcasting’ sector growing at 9%. The private corporate sector growth in the hotels and restaurant industry as estimated by CSO from the available data from the listed companies was 21.5% during April-March, 2015-16.

India’s GDP growth is projected to grow at 7.9% for 2016-17, making it the fastest-growing large economy in the world.

The FY 2015-2016 also continued to be under stress as far as the Oil & Gas Sector with the global oil prices remaining subdued and under pressure. The Company provides offshore catering & House-keeping services to the Company’s engaged in Oil Exploration Sector. The year 2015-16 was a year of significant upheavals for the oil exploration industry. Most industry watchers say the oil industry is in its deepest downturns since the 1990s; barrel realizations have dropped to levels not seen since 2003.. The primary reasons for the decline in prices comprised the doubling

3

of US oil production over the last few years, reducing oil imports to the US and the growing competition to capture the Asian markets.

FY 2015-16 saw oil prices continue their decline, as the oversupply situation continued in global oil markets. Organization of Petroleum Exporting Countries (OPEC) decided not to cut production even in the face of persistent US production, as operational break-evens declined further. The slowdown in China, as the economy tries to rebalance from export/investment orientation to consumption, is having impact on the rest of the world.

Going ahead, there is a possibility that lower oil prices may sustain for the next few years. However, the Company is optimistic of managing industry downtrends on account of the robustness of its business model. The Company believes that it is attractively positioned to address the slowdown on the back of its operational effectiveness and incipient ability to rein in costs

The Company in FY 2015-2016 has also expanded its business into Restaurant space as the Indian Food and Beverage (F&B) service Industry is one of the most vibrant industries that has seen unprecedented growth in the recent past and continues to expand rapidly. This can be attributed to the changing demographics, increase in disposable incomes, urbanization and growth of organized retail.

The F&B service market is growing at compound annual growth rate (CAGR) of 23-24% per annum and is expected to reach INR 3,80,000/- crore by 2017. The Fine Dine market is growing at CAGR of 13% per annum and is expected to be INR 13,000/- crore by 2018. The sector is dominated primarily by the traditional segment. The brands and restaurant chains of both Indian origin and multinationals have not optimally penetrated the market so far. The F&B sector has evolved over the past decade, giving rise to exciting new concepts in food and beverage offerings and new and innovative service elements.

Segments such as fine dining, casual dining, quick service restaurants, cafes, etc. have found favor with the consumers. The F&B industry has been at the forefront of attracting investments into India and has played an integral role in portraying India as a land of opportunity.

An increase in the working population, urbanization and consumerism are some other factors for growth in the food service industry. Eating out is not restricted to occasions but has become an occasion in itself.

4

The market segment of the food service industry that is right on top are the Quick Service Restaurants with 43% market share followed by casual dine-in at 31% while cafe chains, frozen desserts and ice-creams form 6% of the share followed by fine dining at 4% .

The rest of the market is shared by pubs, bars, clubs and lounges. QSR and casual dine-in are popular with the working professionals while fine dining is family and occasion oriented.

Rising incomes, increasing working population, expanding urbanization and spiraling consumerism have evolved the lifestyle of today’s progressive Indian and he has become more demanding as Indians have started travelling abroad a lot more. This has led to the need for advancements and innovations across industries to keep pace with the consumer’s needs. The same is the case with the restaurant industry which needs to respond to this change in the social and business environment.

The Indian food industry is poised for huge growth, increasing its contribution to world food trade every year. In India, the food sector has emerged as a high-growth and high-profit sector.

By Order of Board of Directors

For Arambhan Hospitality Services Limited


Sd/-

Sagar Shah

Company Secretary & Compliance Officer

Date: 15.09.2016

Place: Mumbai

Encl.: A/a.

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Annexure 1

Route Map to reach the venue of 7th AGM of the Company:

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