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Arihant Foundations & Housing Ltd.

BSE: 531381 Sector: Infrastructure
NSE: ARIHANT ISIN Code: INE413D01011
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OPEN 54.75
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VOLUME 100
52-Week high 82.50
52-Week low 36.50
P/E 42.77
Mkt Cap.(Rs cr) 47
Buy Price 51.50
Buy Qty 50.00
Sell Price 54.75
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OPEN 54.75
CLOSE 52.20
VOLUME 100
52-Week high 82.50
52-Week low 36.50
P/E 42.77
Mkt Cap.(Rs cr) 47
Buy Price 51.50
Buy Qty 50.00
Sell Price 54.75
Sell Qty 20.00

Arihant Foundations & Housing Ltd. (ARIHANT) - Director Report

Company director report

Your Directors are pleased to present the Directors' Report of your Company togetherwith the Audited Financial Statements and the Auditors' Report for the period ended 31stMarch 2016. The summarized financial results for the Financial Year are as under:

WORKING RESULTS:

FINANCIAL PERFORMANCE:

During the year under review company has Revenue from operation of Rs. 7181.66 Lakhs(Previous Year: Rs. 6608.21 Lakhs) and Other Income of Rs.1183.20 Lakhs (Previous Year:Rs.733.77 Lakhs) and the Gross Profit/ loss of the Company amounted to Rs.(792.55) Lakhs(Previous Year: Rs.158.04 Lakhs). After providing for Interest & Finance charges andDepreciation the Profit/Loss after Tax is Rs.(521.63) Lakhs (Previous Year: Rs.128.85Lakhs).

(Rs. In Lakhsi

S. No. Particulars 1st January 2015 to 31st March 2016 1st October 2013 to 31st December 2014
(15 Months) (15 Months)
I. Total Revenue 8364.860 7341.986
II. Total Expenses 9157.407 7183.938
III Profit before exceptional and extraordinary items and tax (I-II) (792.546) 158.047
IV Exceptional items - -
V Profit before extraordinary items and tax (III -IV) (792.546) 158.047
VI Tax expense:
(1) Current tax 47.805 37.000
(2) Deferred tax (318.72) 7.807
VII Profit (Loss) for the period from continuing operations (521.632) 128.855
VIII Transfer to Capital Redemption Reserve - -
IX Profit (Loss) for the period (VII- VIII) (521.632) 128.855

DIVIDEND

Your directors do not recommend any Dividend for the financial year ended 31st March2016 as the company had incurred a loss during the current year. Hence transfer togeneral reserves is not applicable.

DEPOSITS

During the year under review the company didn't raise funds by way of fixed depositsfrom Public.

Subsidiaries & Joint Ventures/Associates

There are four subsidiaries four joint ventures one associate of your Company as on31st March 2016. M/s Arihant Griha Limited Vaikunt Housing Limited VarenyaConstructions Limited and Transperent Heights Real Estate Limited are the wholly-ownedsubsidiaries of your Company. M/s. Arihant Unitech Realty Projects Limited North TownEstates Private Limited Mangalagiri Realty Private Limited (formerly known as ArihantIndo-African Infra Developers and Builders Private Limited) and Escapade Real Estate

Private Limited are Joint Venture entities of your Company. M/s. Heirloom Real EstatePrivate Limited is an Associate Company with 25% stake. Your Company does not have anymaterial non-listed Indian Subsidiary Company. No Company ceases to be Subsidiary and noCompany has been made Subsidiary during the year under review. Details of financialstatements of subsidiaries is given in AoC-1 as Annexure 1.

Performance Plans and Prospects of your Company

Your Company's current year Projects:

During the year under review the Company has executed and handed over 3 residentialprojects covering an area of 4.55 Lakh square feet. The Company's Project managers areguided by policy and principle in the successful implementation and completion of variousprojects.

ONGOING PROJECTS

Project name Location Area (Sqft)
Arihant - Esta (Residential Complex) Mugappair

Chennai

194145
Arihant Tiara (Residential Complex) Nandambakkam

Chennai

149568
TOTAL 343713

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments made during the year are given in thenotes to the Financial Statements.

DIRECTORS:

Your Directors have played a very important role in the improvement of the Company'sBusiness Performance Controls Finances and Accounts Compliances and Systems. Theiractive involvement and their critical and supportive monitoring have been of great value.They have brought in a breadth of experience and expertise coupled with commitment to theCompany.

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review the Board has appointed Mrs. Ann Amelia Gonsalvez as anindependent woman Director of the Company In terms of section 149 read with section 152 ofthe Companies Act 2013 earlier in a meeting of the Board and later in the last AGM of theCompany; being an Independent Director she is not liable to retire by rotation.

Mr.Harish Trivedi Director of the Company resigned from the Board on 25.03.2015.

Mr.Ravikant Chaudry Mr.Damodaran Arumugam and Mr.Karan Bhasin who were earlierDirectors of the Company were appointed as independent directors for a period of 5 yearsfrom the date of last AGM pursuant to the provisions of Section 149 of the Companies Act2013.

In compliance of provisions of section 203 of the Companies Act 2013 following personshave been designated as Key Managerial Personnel (KMP) of the company.

S. No. Name Designation Designated w.e.f.
1 Kamal Lunawath Managing Director 04/11/2005
2 Vimal Lunawath Chief Financial Officer 04/11/2005
3 J. Meenakshi Company Secretary 23/08/2013

B) DECLARATION BY INDEPENDENT DIRECTORS

A declaration by the Independent Directors that they meet the criteria of independenceas provided in subsection (6) of Section 149 of the Companies Act 2013 was taken onrecord by the Board in their meeting held on January 7 2015. The terms and conditions ofappointment of the Independent Directors are placed on the website of the Company http://www. arihantfoundations.com/investors-details/code-of-conduct/

The Company has also disclosed the Directors' familiarization programme on its website http://www. arihantfoundations.com/investors-details/code-of-conduct/

The independent directors had met on 19.10.2015 and reviewed the performance ofnon-executive directors chairman and executive directors and analyzed the flow ofinformation to the Board. All the Independent directors were present at the meeting.

The Board also evaluated its own performance and that of its committees &Independent Directors.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year 13(thirteen) Board Meetings and 5 (five) Audit Committee Meetings wereconvened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

AUDIT COMMITTEE:

The Audit Committee had a number of meetings both formal and internal interactionswith the management team in reviewing Accounts Finances Compliances and Risks and inensuring improved internal reporting analyses and financial performances. Given theincreasing complexities presented by the new Companies Act and other Laws the AuditCommittee has also focused on Compliance and Governance to meet the needs of the presentand the future. When necessary external consultants have been brought in to support theCommittee and the Management team.

We are happy to report to you that governance of your Company is of a high order as aresult. Further improvements are being implemented.

Nomination and Remuneration Committee has been active in its role as stipulated inSection 178 of the Companies act 2013. The policy of remuneration of the Directors KMPsand employees are stated elsewhere in the report.

FINANCE

All taxes and statutory dues have been paid. Payment of interest and instalments to theFinancial Institutions and Banks are being made as per schedule. Your Company had notcollected any Fixed Deposits during the Financial Year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statementsread with Accounting Standard AS-23 on investment in associates AS-27 on financialreporting of interest in Joint Venture Auditors Report on the consolidated financialstatements are provided in the Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with thepolicies standards set out by Securities and Exchange Board of India and other regulatoryauthorities. The requisite certificate issued by Mrs. G. Subhasree Practicing CompanySecretary confirming compliance with the conditions of Corporate Governance as stipulatedunder Regulation 34(3) of the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015 is attached to this Report as Annexure 2 .

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN -EXCHANGE EARNINGS AND OUTGO.

The necessary details are furnished in Notes to Financial statements no. 34.

PARTICULARS OF EMPLOYEES:

Details of employees covered under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in Annexure 3 to thisannual report. Employees at all levels have performed well.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up by yourCompany to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under

this policy. The number of complaints filed during the year was Nil.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties (as defined under the Companies Act2013) during the financial year were in the ordinary course of business and on an Arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013 and within the ambit of Reg. 23 of the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015. Approval of shareholders is being sought in the currentAGM for material related party transactions. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploadedon the Company's website. http://www.arihantfoundations.com/investors-details/code-of-conduct.

Details of transactions with related parties are given in Form AOC - 2 which isattached to this report as Annexure 4.

REMUNERATION POLICY OF THE COMPANY

The objective of the remuneration policy of the Company is to ensure that the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivatedirectors of the quality required to run the company successfully; relationship ofremuneration to performance is clear and meets appropriate performance benchmarks; andremuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

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

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period.

iii) the directors have taken proper and sufficient care to maintain adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

iv) the directors have prepared the annual accounts on a going concern basis.

v) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

BUSINESS RISK MANAGEMENT

Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimizerisks. Pursuant to the requirement of Reg. 17(9) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has constituted a Business RiskManagement.

Committee and the details of the Committee are as under:

S. No. Name of the member Category
1. Mr. Ravikant Choudhry Chairman Non executive Independent
2. Mr. A. Damodaran Member Non executive Independent
3. Mr. Bharatkumar Jain Member Executive Non Independent Director

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The details of the Policy are explained in the Corporate Governance Report and alsoposted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Obligation to incur expenses Corporate Social Responsibility are not applicable to yourCompany for the current year. A CSR committee of the Board however has been constitutedand a policy on Corporate Social Responsibility Policy has been uploaded on the Company'swebsite http://www.arihantfoundations.com/investors-details/code-of-conduct/

STATEMENT PURSUANT TO LISTING AGREEMENT

Your Company's shares are listed with the National Stock Exchange of India Ltd and theBSE Ltd. We have paid the respective annual listing fees and there are no arrears.

REPORT ON CORPORATE GOVERNANCE

A Report on Corporate governance is annexed herewith as Annexure 5. An extractof Annual Return is attached as Annexure 6.

AUDITORS

The Company has appointed M/s B.P Jain & Co. Chartered Accountants (FirmRegistration no. 050105S) in the 22nd Annual General Meeting held on 30th June 2015 onsuch remuneration as may be fixed by the Board of Directors subject to ratification by themembers every year. The ratification of the auditors is proposed during the current yeartaking into account the provisions of the Act read with Removal of difficulties ThirdOrder dated 30th June 2016. The Auditors have confirmed their eligibility to the effectthat their appointment if made would be within the prescribed limits under the Act andthat they are not disqualified for appointment.

INTERNAL AUDITORS

The Internal Auditors M/s. Ernst & Young LLP have played an important role instrengthening the Systems and internal Controls within the Company.

SECRETARIAL AUDIT

The Board appointed Mrs. G.Subhasree Practising Company Secretary Chennai to conductSecretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report for theFinancial Year ended March 31 2016 is attached to this Report as Annexure 7.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES OF THE COMPANIES ACT2013:

a) The ratio of the remuneration of each Director to the median employee's remunerationfor the financial year and such other details as prescribed is as given below:

S. No. Name of the Director Ratio
1. Mr. Kamal Lunawath 2.275
2. Mr. Vimal Lunawath 2.275
3. Mr. Bharatkumar Jain 3.034

b) The median remuneration for the period from January 2015 to March 2016 Rs.659168/-

c) The percentage increase in remuneration of the Managing Director Chief FinancialOfficer Company Secretary or Manager if any in the financial year:

Mr. Kamal Lunawath - (Managing Director) : N.A. Mr. Vimal Lunawath - (Chief FinancialOfficer) : N.A.

Mrs. J.Meenakshi - (Company Secretary) : N.A.

d) The percentage increase in the median remuneration of employees in the financialyear: Nil

e) The number of permanent employees on the rolls of company: 29

f) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and any exceptionalcircumstances for increase in the managerial remuneration:

Increase in remuneration is based on remuneration policy of the Company.

g) If remuneration is as per the remuneration policy of the company: Yes

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Companyfor their wholehearted efforts and contribution to the performance and growth of theCompany.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operationreceived from CMDA Corporation of Chennai Banks and Financial Institutions CustomersSuppliers and Shareholders and for their continued support. The Board also wish to placeits sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors ARIHANT FOUNDATIONS & HOUSING LIMITED
Sd/- Sd/-
(KAMAL LUNAWATH) (VIMAL LUNAWATH)
Place: Chennai Managing Director Whole time Director
Date: 26.05.2016 DIN: 00087324 DIN: 00586269

Form AOC-1- ANNEXURE -1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl. No. Particulars

Details

1. Name of the subsidiary

Arihant Griha Ltd

Varenya Constructions Ltd Vaikunt Housing Ltd Transparent Heights Real Estate Ltd
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period 31-03-2016 31-03-2016 31-03-2016 31-03-2016
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of INR INR INR INR
4. Share capital 500000 500000 500000 500000
5. Reserves & surplus (615492) (97901189) (3249791) (5536310)
6. Total assets 80989563 308615843 12151057 4016910
7. Total Liabilities 81105055 406017032 14900848 9053220
8. Investments 0 0 0 0
9. Turnover 395055 37868618 295464 577172
10. Profit before taxation (355808) (9465875) 45709 68287
11. Provision for taxation 0 0 8996 14085
12. Profit after taxation (355808) (9465875) 36713 54202
13. Proposed Dividend 0 0 0 0
14. % of shareholding 100 100 100 100

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations NIL

2. Names of subsidiaries which have been liquidated or sold during the year. NIL

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies

and Joint Ventures

Name of associates/Joint Ventures Heirloom Real Estate Private Limited North Town Estates Private Limited (Joint Venture) Escapade Real Estates Private Limited (Joint Venture) Arihant Unitech Realty Projects Limited (Joint Venture) Managalagiri Realty Private Limited (Joint Venture)
1. Latest audited Balance Sheet Date 31-03-2016 31-03-2016 31-03-2016 31-03-2016 31-03-2016
2. Shares of Associate/Joint Ventures held by the company on the year end
No. Of shares 2500 25000 1100000 500000 942784
Amount of Investment in Associates/Joint Venture 25000 250000 11000000 5000000 91577840
Extend of Holding% 25% 50% 66.67% 50% 17%
3. Description of how there is significant influence Control of over 20% Control of over 50% Control of over 50% Control over 50% Control of Business decisions under Joint Venture Agreement
4. Reason why the associate/ joint venture is not consolidated Not considered for consolidation since carrying amount is Nil as per AS-23 NA NA NA Not considered for consolidation since carrying amount is Nil as per AS-23
5. Net worth attributable to shareholding as per latest audited Balance Sheet (81667) (248205870) 140672090 248746174 61949776
6. Profit/Loss for the year
i. Considered in Consolidation Nil (17662204) (18428370) 11756879 Nil
ii.Not Considered in Consolidation

(21131)

Nil

Nil

Nil

(4952770)

1. Names of associates or joint ventures which are yet to commence operations. NIL

2. Names of associates or joint ventures which have been liquidated or sold during theyear. NIL

ANNEXURE 2

REPORT ON CORPORATE GOVERNANCE

(as required under Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015)

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

A good Corporate Governance creates values through entrepreneurism innovationdevelopments exploration and provides accountability transparency and meets itsshareholders aspirations and social expectations.

ARIHANT endeavors to achieve highest level of transparency accountability towards itsshareholders. The Company is constantly engaged in improving more value creation to itsstakeholders namely shareholders customers employees lenders Government suppliersand the society.

2. BOARD OF DIRECTORS

(I) COMPOSITION OF BOARD

The Board of Directors of Arihant Foundations & Housing Limited constituted threeExecutive Directors and five non Executive Directors as on 31.03.2016.

The breakup of the total composition of the Board as on 31.03.2016 is as follows:

Sl. No. Name of the Directors Designation Executive/ Non-Executive / Independent
1. Mr. Kamal Lunawath* Managing Director Executive
2. Mr. Vimal Lunawath* Whole time Director & Chief Financial Officer Executive
3. Mr. Bharatkumar Jain Whole time Director Executive
4. Mr. A L Jayabhanu Director Non- Executive
5. Sri. A. Damodaran Director Non-Executive & Independent
6. Mr.Ravikant M Choudhary Director Non-Executive & Independent
7. Mr. Karan Bhasin Director Non-Executive & Independent
8. Mrs. Ann Amelia Gonsalvez Director Non-Executive & Independent

(II) ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST AGM AND DETAILS OFOTHER DIRECTORSHIPS AS ON 31.03.2016.

Sl. No. Name of the Directors

Attendance at

No. of Directorship held in other Public Limited Companies

Board Sub-Committees including in ARIHANT (Audit Committee and Relationship Committee) Stakeholders

No. of Board Meetings Attended Whether Attended last A.G.M Membership Chairmanship
1. Kamal Lunawath 11 Yes 4 1 --
2. Vimal Lunawath 10 No 4 -- --
3. Col. A.L Jayabhanu 10 Yes -- -- --
4. A .Damodaran 11 Yes 1 3 2
5. Bharatkumar Jain 9 Yes -- -- --
6. Ann Gonsalvez 6 Yes -- 2 --
7. Ravikant Choudhary 9 Yes 2 3 1
8. Karan Bhasin 2 No -- -- --
9. *Harish Trivedi 1 No -- -- --

*Harish Trivedi resigned from the Board as on 25.03.2015.

(III) NUMBER OF BOARD MEETINGS HELD DATES ON WHICH HELD

During the Financial Year 2015 to 2016 (from 01.01.2015 to 31.03.2016) 13 (Thirteen)Board meetings were held on 07.01.2015 09.01.2015 27.02.2015 25.03.2015 13.04.201527.04.2015 14.05.2015 06.06.2015 13.08.2015 19.10.2015 14.11.2015 14.02.2016 and26.03.2016.

(IV) REMUNERATION OF DIRECTORS

The remuneration paid to the Managing Director/ Whole-time Directors is within theceiling as per the resolution approved by the shareholders/prescribed under the Schedule Vto the Companies Act 2013 and their terms of appointment are displayed at the company'swebsite http://www.arihantfoundations.com/investors-details/code-of-conduct/

Details of remuneration paid to the Managing Director/ Whole-time Directors during theyear ended 31/03/2016 are:

Name Position Monthly Salary Rs. Commission Rs. Contribution to P.F. and other Fund Rs. Perquisites Rs. Incentives & Bonus In Rs.
Kamal Lunawath Managing Director

100000

Nil

Nil

Nil

Nil
Vimal Lunawath Whole Time Director

100000

Nil

Nil

Nil

Nil
Bharatkumar Jain Whole Time Director

150000

Nil

Nil

Nil

Nil

Sitting fees is payable to the Non-Executive Directors for attending Board / eligibleCommittee meetings. The sitting fees paid to the Non-Executive Directors are as under:

Name of the Director Sitting Fees Paid (Rs.)
Col. A.L Jayabhanu 24000
A .Damodaran 48000
Ann Gonsalvez 28000
Ravikant Choudhary 44000
Karan Bhasin 4000
Harish Trivedi 2000

(V) Details of Shares held by Non-Executive Directors:

Name of the Director Number of Shares held
Col. A.L Jayabhanu Nil
A .Damodaran Nil
Ann Gonsalvez Nil
Ravikant Choudhary 5111
Karan Bhasin Nil

No remuneration was paid to Non - executive and Independent Directors except sittingfees.

Notes: (i) There are no stock options and severance fees. (ii) No Notice period isspecified for Directors' j resignation/termination

3. AUDIT COMMITTEE

(I) Composition:

The Audit Committee composition under provisions of section 177 of the Act and asrequired under Reg. 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is depicted below:

Mr. Ravikant Choudhary

Chairman of the Committee -I & NE Mr. A Damodaran Member of the Committee- I &NE Mr. Kamal Lunawath Managing Director Member of the Committee NI &E

Ms. Meenakshi is the Secretary of the Committee. Note: I- Independent NE- NonExecutive E- Executive

(II) No. of meetings and attendance:

There were (5) five meetings held during the year 201516 (from 01.01.2015 to31.03.2016) on 27.02.2015 14.05.2015 13.08.2015 14.11.2015 and 14.02.2016. All fivemeetings were attended by the members.

(III) Brief description of terms of reference:

The Audit committee acts in accordance with the duties specified under section 177(4)of the Act and as required under Reg. 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

4. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee consists of Mr. A. Damodaran IndependentDirector being the Chairman Mr. Ravikant Choudhary Independent Director and Mrs. AnnAmelia Gonsalvez Independent Director. The Company Secretary of the Company Ms. Meenakshiacts as the Secretary to the Committee.

The Committee is formed in accordance with Section 178 of the Companies Act 2013 . TheNomination and Remuneration Committee has coined a Remuneration Policy as under Reg. 19 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for thepurpose of determining the Remuneration to the Directors.

During the financial year 2015-16 (from 01.01.2015 to 31.03.2016) 2 (two) meetings ofNomination and Remuneration Committee were held on 15.03.2015 and 19.10.2015. The saidmeetings were attended by all the members.

5. STAKEHOLDER GRIEVANCE COMMITTEE/ STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Grievance committee comprises of Mr. A. Damodaran Independent DirectorChairman of the Committee Mr. Ravikant Choudhary Independent Director and Mrs. AnnGonsalvez Independent Director. The Company Secretary of the Company Ms. Meenakshi actsas the Secretary to the Committee.

The Committee is formed in accordance with Section 178 of the Companies Act 2013 toconsider and resolve the grievances of security holders of the company.

During the financial year 2015-16 (from 01.01.2015 to 31.03.2016 5 (Five) meetings ofShare transfer and Shareholders/Investors Grievance Committee were held on 27.02.201514.05.2015 13.08.2015 14.11.2015 and 14.02.2016. The said meetings were attended by allthe members.

a) Ms. Meenakshi Company Secretary is the Compliance Officer.

b) No. of shareholders' complaints received during the period 01.01.2015 to 31.03.2016 Nil
c) No. of complaints not solved to the satisfaction of the
Shareholders Nil
d) No. of pending complaints as on 31.03.2016 Nil

6. familiarization programmes for

DIRECTORS

A familiarization program is made available to Directors through various reports codesand internal policies with a view to update them on the company's policies and procedureson a regular basis. The details of the familiarization program carried out for thefinancial year 2015-16 have been hosted in the website http:// www.arihantfoundations.com/investors-details/code-of-conduct/

7. POLICY ON MATERIAL SUBSIDIARY

The details of the policy have been disclosed on the company's website http://www.arihantfoundations.com/investors-details/code-of-conduct/

8. POLICY ON RELATED PARTY TRANSACTIONS & POLICY ON DETERMINATION OF MATERIALITY OFAN EVENT

The policies have been disclosed on the company's website http://www.arihantfoundations.com/investors-details/code-of-conduct/

9. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee has adopted a Charter which interalia deals with the manner of selection of Board of Directors and CEO & ManagingDirector and their remuneration. This Policy is accordingly derived from the said Charter.http:// www.arihantfoundations.com/investors-details/code-of-conduct/

10 . VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

Employees are asked to report any practices or actions believed to be inappropriate andagainst the interests of the Company or its code of conduct adopted or any other illegalacts to their immediate Manager. Report of violation may also be made directly to theChief Executive Officer. Where appropriate complaints may be made on a confidential basisto the Chairman of the Audit Committee / Board. The contact details are made available atthe Company's website / Notice Board. All complaints received will be properlyinvestigated by the recipients and report the outcome to the Audit Committee in sealedcover for appropriate action. The Company prohibits retaliation against any employee forsuch complaints made in good faith while it also protects the rights of the incriminatedperson. No complaint has been registered during 2015-16. No personnel have been deniedaccess to the Committee/ Mechanism. The policy of the Company can be found at the weblink http://www.arihantfoundations.com/investors-details/code-of-conduct/

11. GENERAL BODY MEETINGS

a) Location and time where last three Annual General Meeting (AGMs) were held:

A.G.M Date Time Venue
20th AGM 30.03.2013 9.30 A.M Arihant Escapade Devaraj Nagar 48 Okkium Thoraipakkam Chennai - 600 097

 

21st AGM 28.03.2014 9.30 A.M Arihant Escapade Devaraj Nagar 48 Okkium Thoraipakkam Chennai - 600 097
22nd AGM 30.06.2015 9.30 A.M Arihant Escapade Devaraj Nagar 48 Okkium Thoraipakkam Chennai - 600 097

b) Whether any special resolutions passed in the previous 3 AGMs : Yes

c) Whether any special resolutions passed last year through postal ballot : No

d) No resolution is proposed to be conducted through postal ballot

12. DISCLOSURES

a) The Company's internal Audit is done by a firm of Chartered Accountants. The reportssubmitted by the Internal Auditors on the operations and financial transactions and theAction Taken Report on the same are placed before the Audit Committee apart from theStatutory Auditors and the Senior Management of the Company. The Board has the policy ofreviewing the non compliance reported if any.

b) During the year the material significant transactions with the Directors or theirrelatives or the other related parties did not have any potential conflict with theinterests of the Company. All details relating to financial and commercial transactionswhere Directors may have a potential interest are provided to the Board and theinterested Directors neither participate in the discussion nor do they vote on suchmatters.

c) There were no instances of material non compliance and no penalties or strictures onthe Company imposed by Stock Exchanges SEBI or statutory authorities on any matterrelated to Capital Market during last three years / period.

d) The Company has devised Whistle Blower mechanism and the same is available in theCompany's website. It is hereby affirmed that that no personnel has been denied access tothe audit committee.

13 . MEANS OF COMMUNICATION

The Company has promptly reported all material information including quarterly resultsand press releases to the Stock Exchanges where the Company's securities are listed. Thequarterly results were communicated to the shareholders by way of advertisement in anEnglish National Newspaper normally in The Business Standard and in a vernacular languagenewspaper normally in the Maalai sudar Tamil edition. The results and other updates aredisplayed on the company's website http://www.arihantfoundations.com

14. CODE OF CONDUCT:

The Company has laid down the Code of Conduct for all Board members and seniormanagement of the Company which is available on the Company's Website http://www.arihantfoundations.com/investors-details/code-of-conduct/

All Board members and Senior Management of the Company have affirmed compliance withtheir Code of Conduct for the financial year ended March 31 2016. The Managing Directorhas also confirmed and certified the same. The certification is annexed as Annexure 1- CGat the end of this Report.

15. RISK MANAGEMENT:

The Company has well laid down procedures to inform Board members about the riskassessment and adopted suitable forex policy including hedging to contain foreign exchangerisk.

16. CEO /CFO CERTIFICATION:

Appropriate certification as required under Reg. 17(8) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Mr. Kamal Lunawath Managing Director andMr. Vimal Lunawath Chief Financial Officer have certified to the Board regardingFinancial Statements for the year ended 31st March 2016 which is attached as Annexure 2to CG.

17. DETAILS OF TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Financial Year Date of declaration of dividend Unpaid dividend Amount as on 31.03.2016 Due date for transfer to IEPF
2007-08 20-03-2009 64470.00 18-04-2016*yet to be deposited as forms are not available.
2008-09 26-03-2010 144244.00 24-04-2017
2010-11 30-03-2012 65606.00 28-04-2019

18. AFFIRMATION:

The provisions of Reg. 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Reg. 46of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 whereverapplicable to the company are fully complied with. All the mandatory requirements of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are disclosed in thisreport.

Further the company adopted the following discretionary requirements under Reg. 27(1)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

A. The Board

No separate office is maintained by the present Chairman - cum - Managing Director.

B. Shareholder Rights

The company has not circulated a half-yearly declaration of financialperformance/summary of significant events in the last six-months.

C. Modified opinion(s) in audit report

Not applicable since there is no qualification in the audit reports.

D. Separate Posts of Chairperson and Chief Executive Officer

Separate persons occupied the position of Chairperson and Managing Director during thefinancial year.

E. Reporting of internal auditor

The Internal Auditors directly report to the Audit Committee

19. GENERAL SHAREHOLDER INFORMATION

i. Number of Annual General Meeting Date & Time Venue : 23rd Annual General Meeting : 30.09.2016 9.30 a.m : "Arihant Escapade" Devaraj Nagar 48 OkkiyumThoraipakkamChennai- 97
ii. Financial Calendar : January 2015 to March 2016
iii. Book Closure date iv. Listing on Stock Exchanges : 24.09.2016 to 30.09.2016 (both the days inclusive) : BSE Ltd
Phiroze Jeejeebhoy Towers Dalal StreetMumbai-400001 Website:- www.bseindia.com
National Stock exchange of India Limited
Exchange Plaza Bandra Kurla Complex
Bandra (E) Mumbai- 400051
Website: www.nseindia.com
v. Listing Fees : Paid as per the Listing agreement
vi. Stock code/ Symbol : 531381
BSE Limited : arihant found
National Stock Exchange of India Ltd : ARIHANT
ISIN for dematerialised shares : INE413D01011
vii. Registrar & Share Transfer Agent : Cameo Corporate Services Ltd "Subramanian Building" No. 1 Club House Road Chennai- 600 002
viii. Compliance Officer : Mrs. Meenakshi Jayaraman
Company Secretary
ARIHANT FOUNDATIONS& HOUSING LIMITED
No. 3 Ganapathy Colony 3rd Street Teynampet
Chennai- 600 018
ix. Share Transfer System : The Company's shares are traded in the Stock Exchanges which are compulsorily in demat mode. Shares sent for physical transfer are registered promptly within 15 days from the date of receipt of completed and validly executed documents
x. Dematerialisation of Shares and liquidity : The dematerialisation facility exists with both the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the convenience of shareholders. As on 31.12.2014 6901720 shares have been dematerialised representing 80.25% of the Subscribed capital. The Company's shares are actively traded shares on BSE & NSE
xi. Plant Location : : Since the nature of business of the Company is construction the Company has site and projects at various places in urban and sub-urban areas
xii. Stock market price data for the year 2015-2016 : The details of month wise high/low price of the company's share in the Stock Exchanges where it is listed along with the comparable indices of the Stock Exchanges for the financial year are tabled below:

Indices :S&P BSE SENSEX opening 26117.54 closing 25597.02 Indices : NIFTY 50opening 8483.70 closing 7738.40:

Month

BSE Ltd

National Stock Exchange Ltd

High Low No. of Shares High Low No. of Shares
January 2015 65.00 52.55 4558 72.05 51.00 33555
February 2015 64.70 51.15 6551 69.35 48.00 43877
March 2015 64.70 43.15 3536 68.90 38.90 105439
April 2015 52.50 40.35 22051 50.00 38.10 12200
May 2015 55.00 37.75 67238 47.55 36.05 28295
June 2015 48.95 32.90 6074 51.50 34.70 42359
July 2015 47.80 38.10 11100 48.90 36.00 27583
August 2015 46.00 36.10 6631 47.50 36.00 24944
September 2015 42.80 32.55 3661 41.95 32.50 9848
October 2015 42.90 31.00 5798 38.80 32.15 17013
November 2015 43.25 32.00 5049 41.65 30.50 13363
December 2015 52.00 40.00 13262 51.35 39.00 35973
January 2016 59.75 41.05 18096 60.25 40.75 15252
February 2016 53.80 39.55 4337 53.00 37.10 28496
March 2016 43.85 34.00 1505 51.80 33.40 18406

xiii . Distribution of Shareholding as on 31.03.2016

Range of Shares No. of Shareholders Number Amount of Shares Percentage Amount (Rs.) Percentage
10 to 5000 1721 82.7006 1691590 1.9669
5001 to 10000 92 4.2909 736310 0.8561
10001 to 20000 78 3.7481 1212210 1.4095
20001 to 30000 49 2.3546 1262490 1.4680
30001 to 40000 19 0.9130 684170 0.7955
40001 to 50000 21 1.0091 1029240 1.1967
50001 to 100000 42 2.0182 3444800 4.0055
100001and above 59 2.8351 75939190 88.3013
Total 2081 100.00 8600000 100.00

xiv. Shareholding pattern as on 31.03.2016.

Sl. No. Category No. of Shares % of Paid up Capital
1. Indian Promoter's (including Person acting in concert). 3655700 42.51
2. Bodies Corporate 1333734 15.51
3. FPI's 988856 11.50
4 Others 2621710 30.48
Total 8600000 100.00

xv. Reconciliation of Share Capital Audit Report

As stipulated by the Securities and Exchange Board of India a qualified PracticingCompany Secretary carries out the share capital audit to reconcile the total admittedcapital with National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL) and the total issued and listed capital. This audit is carried outevery quarter and the report thereon is submitted to the Stock Exchanges and is alsoplaced before the Board of Directors. The audit interalia confirms that the total listedand paid up capital of the Company is in agreement with the aggregate of the total numberof shares in dematerialized form held with NSDL CDSL and total number of shares inphysical form.

xvi. Outstanding GDR s / ADR s/ warrants or any convertible instruments conversiondate and likely impact on equity. Nil

xvii. Address for correspondence

For matters relating to Company's shares:

Cameo Corporate Services Limited.

Subramanian Building No.1 Club House Road

Anna Salai Chennai-2.

Ph: 28460390.

For other matters:

Registered office:

271 (Old 182) Poonamallee High Road " Ankur Manor"

1st Floor Off.McNichols Road Kilpauk Chennai-10.

Website:- www.arihantfoundations.com

Corporate Office:

New No.3 (Old No.25) Ganapathy Colony 3rd Street Off. Cenotaph Road TeynampetChennai- 600018 Email: investors@arihants.co.in

ANNEXURE 1 TO CG

DECLARATION BY THE CEO UNDER REGULATION 34(3) OF THE SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015 REGARDING ADHERENCE TO THE CODE OF CONDUCT

In accordance with Reg. 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 I hereby confirm that all the Directors and the SeniorManagement Personnel of the Company have affirmed compliance to the Code of Conduct forthe Financial Year ended March 31 2016.

For Arihant Foundations & Housing Limited

Sd/-

Kamal Lunawath

Managing Director

DIN: 00087324

Date: 26.05.2016

Place: Chennai

ANNEXURE 2 TO CG

DECLARATION BY THE CEO UNDER REGULATION 17(8) OF THE SEBI (LISTING OBLIGATIONS AND

DISCLOSURE REQUIREMENTS) REGULATIONS 2015 BY MD/CFO REGARDING COMPLIANCE WITH

CORPORATE GOVERNANCE REQUIREMENTS.

CERTIFICATION BY MD AND CHIEF FINANCIAL OFFICER TO THE BOARD

We Managing Director (Kamal Lunawath) and (Vimal Lunawath) Chief Financial Officer ofARIHANT

FOUNDATIONS & HOUSING LIMITED certify that:

A. We have reviewed the financial statements and the cash flow statement for the periodended 31.03.2016 and that to the best of our knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;

(2) these statements present a true and fair view of the state of affairs of theCompany and of the results of operations and cash flows. The financial statements havebeen prepared in conformity in all material respects with the existing GenerallyAccepted Accounting Principles including Accounting Standards applicable laws andregulations.

B. There are to the best of our knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or violative of the Company'sCode of Conduct.

C. We accept overall responsibility for establishing and monitoring the Company'sinternal control system for financial reporting and evaluating its effectiveness. InternalAudit function monitors the internal control system for financial reporting whichencompasses the examination and evaluation of the adequacy and effectiveness. InternalAudit works with all levels of management and Statutory Auditors and reports significantissues to the Audit Committee of the Board. The Statutory Auditors and Audit Committee areapprised of any corrective action taken or proposed to be taken with regard to significantdeficiencies and material weaknesses.

D. We have indicated to the Auditors the Audit Committee and to the Practising CompanySecretary:

(1) that there are no significant changes in internal control over financial reportingduring the year;

(2) that there are no significant changes in accounting policies during the year;

(3) that there are no instances of significant fraud of which we have become aware ofand which involve management or other employees who have significant role in the Company'sinternal control system over financial reporting.

For and on behalf of the Board of Directors

ARIHANT FOUNDATIONS & HOUSING LIMITED

Sd/- Sd/-
(KAMAL LUNAWATH) (VIMAL LUNAWATH)
Place: Chennai Managing Director Whole time Director
Date: 26.05.2016 DIN: 00087324 DIN: 00586269