To the Members
The Directors are pleased to submit the Annual Report of your Company; ArihantSuperstructures Limited (the "Company" or "ASL") along with theAudited Financial Statements for the Financial Year (FY) ended March 31 2017.Consolidated Performance of the Company and its Subsidiaries has been referred to whereverrequired.
1. Financial Performance:
The Financial Performance of the Company for the Financial Year ended 31stMarch 2017 is summarized below:
|Particulars || |
Financial Year ended 31st March 2017
Financial Year ended 31st March 2016*
| ||Consolidated ||Standalone ||Consolidated ||Standalone |
|Sales and Other Income ||1862462254 ||1312287585 ||1237137461 ||875476611 |
|Profit before Interest Depreciation & Tax ||643503338 ||484504073 ||361655075 ||293065219 |
|Interest ||101223799 ||75907135 ||36436816 ||35640601 |
|Depreciation ||10200452 ||5806603 ||10793344 ||5989307 |
|Profit/ (Loss) before Tax ||532079086 ||402790335 ||314424915 ||251435311 |
|Provision for Tax ||172932907 ||136602361 ||104149313 ||80180237 |
|Profit/ (Loss) after Tax ||359146179 ||266187974 ||210275602 ||171255074 |
|Profit/(Loss) for the Year ||359146179 ||266187974 ||210275602 ||171255074 |
|Add: Balance of Profit and Loss Account ||344635234 ||453623265 ||198673224 ||326953467 |
|Share of Minority ||32357808 ||- ||19728315 ||- |
|Profit available for Appropriation ||671423606 ||719811239 ||389220511 ||498208541 |
|Less: Appropriation || || || || |
|Proposed Equity Dividend ||- ||- ||37043992 ||37043992 |
|Tax on proposed Equity Dividend ||- ||- ||7541285 ||7541285 |
|Add: Earlier Year provisions ||47300 ||- ||- ||- |
|Balance of Profit carried to Balance Sheet ||671470906 ||719811239 ||344635234 ||453623265 |
* After Amalgamation of Adeshwar Realty Private Limited
The Audited Consolidated and Stand-alone Financial Statements of the Company areattached to this Report and the Audited Financial Statements of the Subsidiaries areavailable on the website of the Company at www.asl.net.in for the review of the Members.The Members are requested to note that the Financial Statements pertaining to FinancialYear 2015-16 are regrouped and re-classified pursuant to the receipt of the approval ofthe Amalgamation of Adeshwar Realty Private Limited with Arihant Superstructures Limited.
Based on the Company's Performance the Directors are pleased to recommend for approvalof the Members at the Annual General Meeting a Final Dividend of ? 1.00/- per Equity Shareof the Company for the Financial Year 2016-17. The Final Dividend on Equity Shares ifapproved by the Members would involve a cash outflow of ? 49539197/- including DividendDistribution tax resulting in a payout of 18.61% of the Standalone Profits of the Company.
The Register of Members will remain close from Saturday 23rd September2017 to Saturday 30th September 2017 (both days inclusive) for the purpose ofFinal Dividend and Annual General Meeting.
3. Transfer to General Reserve:
The Company do not propose to transfer any amount to the General Reserves.
4. Company Financial Performance:
On Consolidated Basis revenue from operations for FY 2016-17 at '1848085197 washigher by 51.0% over last FY (' 1223645626/- in FY 2015-16). Earnings before InterestTax Depreciation and Amortization ("EBITDA") were ' 643503338/- registering agrowth of 77.9% over EBITDA of ? 361655075/- in FY 2015-16. Profit after tax("PAT") for the FY 2016-17 was ? 326788371/- recordingagrowthof71.5% overthePAT of ? 190547287/-ofFY 2015-16.
On Standalone basis revenue from operations for FY 2016-17 at ' 1288623644/- washigher by 55.1% over last FY (' 830781073/- in FY 2015-16). Earnings before InterestTax Depreciation and Amortization ("EBITDA") were ' 484504073/- registering agrowth of 65.3% over EBITDA of ' 293065219/- in FY 2015-16. Profit after tax("PAT") for the FY 2016-17 was ' 266187974/- recording a growth of 55.4% overthe PAT of ? 171255074/-ofFY 2015-16.
5. Accounting Standards and Consolidated Financial Statements:
The Consolidated Financial Statements of the Company and its Subsidiaries prepared inaccordance with Accounting Standards issued by the Institute of Chartered Accountants ofIndia which forms part of this Annual Report.
6. Indian Accounting Standards (Ind AS):
The Ministry of Corporate Affairs (MCA) notified its phase-wise roadmap for theadoption of Indian Accounting Standards (Ind AS) converged with the InternationalFinancial Reporting Standards (IFRS) vide its notification dated February 16 2015announcing the Companies (indian Accounting Standards) Rules 2015 for the application offND AS.
Accordingly your Company has adopted Ind AS with effect from 1st April2017.
Your Company believes in highest standards of Corporate Governance and recognizes thatFinancial Statements are an important source of information to the Shareholders and otherStakeholders.
7. Directors' Responsibility Statement:
In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:
(a) in the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed and that no material departures have been made from the same;
(b) such Accounting Policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2017 and of the profit and loss ofthe Company for that period;
(c) proper and sufficient care for the maintenance of adequate Accounting Records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
(d) the Annual Accounts of the Company have been prepared on a going concern basis;
(e) Internal Financial Controls have been laid down to be by the Company and that suchinternal Financial Controls are adequate and were operating effectively;
(f) proper system have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Company has not accepted any Deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and accordinglyno disclosures are required in this regard.
9. Subsidiaries and Associate Companies:
All the Subsidiary Companies are Non-material Non-listed Subsidiary Companies asdefined under Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and pursuant to provisions of section 129(3) of the Companies Act 2013a statement containing salient features of the Financial Statements of the Company'sSubsidiaries in Form AOC-1 is attached to the Financial Statements of the Company.
Adeshwar Realty Private Limited a Wholly Owned Subsidiary of the Company Amalgamatedwith the Company with effect from 22nd August 2016 pursuant to the Order of theHon'ble High Court of Mumbai. The appointed date for the scheme of Amalgamation is 1stApril 2014. By virtue of the scheme of Amalgamation the Financial Statements pertainingto the previous Financial Year have been regrouped and re-classified to give effect to theScheme from the appointed date. During the Year under review the Company has Disinvested43% out of the total 48% stake held by it in Arihant Technoinfra Private Limited itsAssociate Company. The Disinvestment was undertaken on an Arm's Length Basis under theguidance of the Disinvestment Committee and Audit Committee of the Board. AccordinglyArihant Technoinfra Private Limited ceases tobean Associate Company within the meaning ofthe Companies Act 2013.
10. Operations Review of Company Projects:
Project: Arihant Amodini
Residential project located at Taloja (Navi Mumbai). Amodini consists of approximately126 flats having approximately 1.36 lacs sq. ft. saleable area. Arihant Amodini consistsof stilt+22 Storied Tower comprising elegant 2BHKs. The land has been conveyed in the nameof Arihant Superstructures Limited by way of Tripartite Agreement. The project hasinternal & external amenities such as intercom facility UPVC sound resistance Frenchwindows Velvet touch paint with POP in all rooms Children's play area Health clubGymnasium landscape garden Power backups for lifts Indoor game room & library.Project is completed 100% Occupation Certificate has been received and 100% Units of theproject has been sold out.
Project: Arihant Aarohi
Residential project located at Kalyan Shil Road. Arihant Aarohi consists of 260 flatsapprox over 2.5 acres area of land. Arihant Aarohi consists of stilt+18 Storied Towerscomprising elegant 1BHK & 2BHK. The project is 90% completed. The project has internal& external amenities such as 2x2 vitrified tilling in all rooms UPVC sound resistantfrench windows granite top kitchen platform swimming pool library children's playarea health club gymnasium landscape garden indoor game room power backups for lifts.
Project: Arihant Adita
Residential project is situated at Pal Road Gangana Jodhpur (Rajasthan) and isjust 1km from the National Highway. This is first of its type high rise Residential project inJodhpur. The project will provide the people of Jodhpur all state-of-the- art facilitiesand amenities in line with projects in Mumbai and other Metro cities. Project consists offive phases which have 14 buildings comprising 1069 Units equivalent to saleable area of1.3 Mn sq.ft. The project has amenities such as swimming pool badminton court basketball court kids play room amphitheater garden lawn steam room gymnasium etc. to namea few.
Project: Arihant Ashray
This is an affordable housing project named as " Arihant Ashtray" situated atPal Road Gangana Jodhpur (Rajasthan) consisting of 123 units out of which 120 units hasbeen sold injust two days of its launch.
Project: Arihant Ayati
Residential project named as "Arihant Ayati" is situated at Devnagar Jodhpur(Rajasthan). This Project is stilt+17 storied Towers consisting Super Luxurious Flatshaving the internal and external amenities like 3-burner gas hob & chimney in kitchenUPVC sliding windows with tinted glass high speed lifts swimming pool high health clubwith gymnasium & steam room green concept at top terrace for cool temperature andexternal texture with pure acrylic paint etc.
Project: Arihant Anchal
This is an Affordable Housing Project named as "Arihant Anchal" located atJodhpur (Rajasthan) consisting of 2504 units. Its internal and external amenities likesuper quality velvet touch paint POP finished AAC brick walls branded CP sanitary andelectrical fittings molded panel doors and aluminum sliding window vitrified flooringand designer wall tiles lifts and beautiful entrance with grand club house.
Project: Arihant Angan
This is an Affordable Housing Project named as "Arihant Aangan" located atJodhpur (Rajasthan) consisting of 121 units. Its internal and external amenities likesuper quality velvet touch paint POP finished AAC brick walls branded CP sanitary andelectrical fittings molded panel doors and aluminum sliding window vitrified flooringand designer wall tiles lifts and beautiful entrance with grand club house.
Project: Arihant Aakarshan
This is a residential project located at Chokha Jodhpur. Arihant Aakarshan havingapproximately 6.5 acres kingdom with modern luxuries. Arihant Aakarshan consists ofstilt+20 Storied 7 Magnificent Tower comprising elegant 2BHK 3BHK & 4BHK furnishedSky-bungalows with world-class fixtures & furniture's. The project has internal &external amenities such as 800mm x 800mm vitrified tile flooring modern kitech with waterpurifier gas hob & chimney granite top kitchen platform with double bowls sink andservice-platform bathroom with bathtub basin counter glass partition premium qualityCP fitting and branded sanitary ware module panel main door and bathroom door FRP doorsfor bathrooms
UPVC sound resistance French windows luster/velvet touch paint with POP on all wallsworld-class gymnasium with fitness equipment swimming pool with changing rooms elegantclubhouse lobby banquet hall for parties & celebration private theatre exotic spachildren amusement golf area indoor games room library lawn tennis court.
Project: Arihant Arshiya
Residential project named as "Arihant Arshiya" is situated at KhalapurKhopoli. This project consists of 2448 flats having 20 acres land area. The constructionof 1st phase is completed and 2nd phase is in full swing. ArihantArshiya is a part stilt+8 Storied Towers comprising elegant 1RK 1BHK 2BHK flats. Theproject is having internal & external amenities such as swimming pool librarychildren play area health club- gymnasium& steam room landscape garden indoor gameroom temple complex owned shuttle bus service.
11. Operations Review of Company Subsidiaries Projects:
Project: Arihant Akanksha
Residential project located at Panvel Navi Mumbai. The project consists of 8 Buildingshaving 2600 flats approx. Arihant Akanksha a stilt + podium + 32 storied towers comprisingelegant studio 2BHK 3BHK & 4BHK apartments. The project having internal &external amenities such as Laxmi Mataji Temple intercom facility velvet touch paint withPOP in all rooms elegant entrance lobby 4 high speed lifts in each building businesslounge landscapes garden swimming pool with Kids pool gymnasium with club housechildren's play area amphitheater with party lawnjogging track meditation center amplecar parking basket ball court external camera for security checks.
Project: Arihant Anmol
Residential project located at Jouveli Badlapur (E). Anmol project consist of 665 flatshaving 7 acres land area. The land has been conveyed in the name of Arihant Vatika RealtyPvt. Ltd. The construction is in full swing. The project has granite top kitchen platformswimming pool library children play area health club- gymnasium & steam roomlandscape garden indoor game room S.S. elevator indoor game room & party hall.
Project: Arihant Amisha
Residential project named as "Arihant Amisha" situated at Wawanje TalojaPanvel. This project consists of 555 flats having 7 acres land area. The construction of 1stphase is completed and 2nd phase is in full swing. The project has variousamenities such as temple swimming pool health club with gymnasium &steam roomCommunity hall cum social activity center & library swimming pool beautifullandscaped garden etc.
Project: Arihant Aloki
Residential project named as "Arihant Aloki" situated at Bhisegaon Karjat(E). This project consists of 553 flats having 6 acres land area. The project is justlaunched. Arihant Aloki is a stilt + 8 storied 8 towers comprising elegant 1BHK &2BHK 3BHK flats. The project has internal & external amenities such as 2x2 vitrifiedflooring in all rooms granite top kitchen platform luster paint aluminum powder coatedsliding windows children's play area community hall health club- gymnasium & steamroom landscape garden indoor game room.
Project: Arihant Clan Aalishan
Residential project named as "Arihant Clan Aalishan" is situated at KhargharAnnex Navi Mumbai. This is the tallest project of Navi Mumbai and is stilt + 53 Storied 3Magnificent Towers consisting 2BHK 3BHK and 4BHK Super Luxurious Flats having theinternal and external amenities such as 800mm x 800mm vitrified tile flooring modernkitchen with water purifier gas hob & chimney granite top kitchen platform withdouble bowls sink and service-platform bathroom with bathtub basin counter glasspartition premium quality CP fitting and branded sanitary ware moulded panel main doorand bathroom door FRP doors for bathrooms UPVC sound resistance french windowsLuster/velvet touch paint with POP on all walls herbal boulevard & gen gardenlandscape party area pairidaeza senior citizen garden children's outdoor play arearain dance arena with water fountain hi-tech gymnasium swimming pool unisex aroma spawithjacuzzi mini theatre aeorbics yoga and meditation center indoor sports clubbadminton & squash court children's creche library and business lounge.
Project: Arihant Anaika
Residential project named as "Arihant Anaika" is situated at Nr. Taloja PhaseII Navi Mumbai. This project consists of 348 flats. Arihant Anaika is a stilt + 4 StoriedTowers consisting of 1 BHK 2BHK and 3BHK flats having the internal and external amenitiessuch as 2x2 vitrified flooring tiles POP on all walls luster paint on internal wallsgranite top kitchen platform premium quality bathroom moulded panel main door &bedroom doors FRP doors for bathroom mesmerizing elevation elegant entrance lobbybeautiful landscape garden swimming pool health club with gymnasium indoor gameschildren's play area.
Project: Arihant Anshula
Residential project named as "Arihant Anshula" is situated at Nr. TalojaPhase II Navi Mumbai. This project consists of 488 flats. Arihant Anshula is a stilt + 4Storied Towers consisting of 1 BHK 2BHK and 3BHK flats and it is the dated townshipconcept having the internal and external amenities such as Elegant entrance lobby Amplecar parking for all Swimming poll Beautiful landscaped garden Health club withgymnasium & steam room Indoor games room party hall Reputed make elevator in eachwing pure acrylic external paint External camera for security checks.
12. Board of Directors and Key Managerial Personnel's:
The Board of Directors comprise of eminent experienced and reputed Individuals of theIndustry. During the Year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees andreimbursement of expenses incurred by them for the purpose of attending Meetings of theCompany. Pursuant to the provisions of the Companies Act 2013 following are the changesin the Board of Directors and Key Managerial Personnel's of the Company:
|Name of the Director/Key Managerial Personnel's ||DIN/PAN ||Designation ||Date of Appointment/ Resignation/ Retirement |
|Mr. Rajesh Agarwal ||07327161 ||Additional Whole-time Executive Director ||Resignationw.e.f. 24/07/2016 |
|Mr. Dinkar Samant ||00023459 ||Whole-time Executive Director ||Retirementw.e.f: 20/09/2016 |
|Mr. Aman Verma ||AEPPV7010J ||ChiefFinancial of ficer ||Resignationw.e.f: 06/10/2016 |
|Mr. Ravindra Parakh ||AORPP6684A ||ChiefFinancial of ficer ||Appointment w.e.f11/11/2016 and Resignationw.e.f. 11/02/2017 |
|Mr. Manish Mehta ||AACPM6559L ||ChiefFinancial of ficer ||Appointment w.e.f11/02/2017 |
|Mr. Raj Narain Bhardwaj ||01571764 ||Additional Independent Director ||Appointedw.e.f. 12/08/2017 |
|Mrs. Vijayalakshmi R. Iyer ||05242960 ||Additional Independent Woman Director ||Appointedw.e.f. 12/08/2017 |
The Current Compositions of the Board of Directors of the Company are as follows:
|Name of the Director ||DIN ||Designation |
|Mr. Ashok Chhajer ||01965094 ||Chairman & Managing Director |
|Mr. Nimish Shah ||03036904 ||Whole-time Executive Director |
|Mr. Virendra Mital ||00376830 ||Independent Director |
|Mr. Vinayak Nalavde ||02047436 ||Independent Director |
|Mr. Dinesh Babel ||03042254 ||Independent Director |
|Mrs. Kamini Shroff ||07141404 ||Independent Woman Director |
|Mr. Raj Narain Bhardwaj ||01571764 ||Additional Independent Director |
|Mrs. Vijayalakshmi R. Iyer ||05242960 ||Additional Independent Woman Director |
Details of the Key Managerial Personnel's of the Company
|Name ||Designation |
|Mr. Naval Singh ||Company Secretary & Compliance of ficer |
|Mr. Manish Mehta ||Chief Financial of ficer |
The Board places on record its appreciation towards the services and guidance receivedfrom Mr. Rajesh Agarwal and Mr. Dinkar Samant during their tenure with the Board.
The Board welcomes Mr. R. N. Bhardwaj and Mrs. V. R. Iyer on the Board as IndependentDirectors of the Company. The Board has approved their appointment in its Board Meetingheld on 12th August 2017 and recommended to the Shareholders for theirapproval in ensuing Annual General Meeting. The Company has received Notices U/s 160proposing their appointment as Independent Directors for tenure of 5 Years in the ensuingAnnual General Meeting.
Pursuant to the provisions of Section 152 and any other applicable provisions of theCompanies Act 2013 Mr. Nimish Shah (DIN: 03036904) Whole-time Executive Director ofthe Company who is liable to retire by rotation and of fers himself for re-appointment asthe Whole-Time Executive Director of the Company by stating his willingness to bereappointed at this Annual General Meeting.
The complete details and disclosures pertaining to the qualification experienceeducation and other details as required under the Companies Act 2013 SecretarialStandards-2 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are annexed to the Notice to the Annual General Meeting for the Directors seekingappointment/ reappointment.
The disclosures pertaining to the Equity Shares held and the Remuneration received bythe Directors and Key Managerial Personnel's during the Financial Year 2016-17 aredisclosed in MGT-9 which forms a part of this Report.
13. Board and Committee Meetings:
The Board of Directors meets at regular intervals to discuss the business andcompliance matters of the Company. The details of the Meetings of the Board of Directorsand the Committees of the Board of Directors and their respective constitution are statedin the Corporate Governance Report attached which form part of this Board's Report.
The Board has constituted the following Mandatory and Non-mandatory Committees of theBoard of Directors:
|Sr. No. Mandatory Committees ||Non-Mandatory Committees |
|1 Audit Committee ||Executive Committee |
|2 Nomination and Remuneration Committee ||Disinvestment Committee |
|3 Stakeholders' Relationship Committee ||Fund Raising Committee |
|4 Corporate Social Responsibility Committee || |
The Company Secretary of the Company is the Secretary to each of these Committees.
Separate Meeting of Independent Directors is conducted during every Year in terms ofthe requirements of Schedule IV to the Companies Act 2013 and Regulation 25(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Further the Board of Directors have adopted various policies on the functioning andrunning of the Board of Directors as mandated by the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and which are also available on the website ofthe Company at www.asl.net.in.
14. Declaration from Independent Directors:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(7) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
15. Board Evaluation:
The Board of Directors have carried out an Annual evaluation of its own performanceBoard Committees and individual Director pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
The Performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The Performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee Meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee Meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in Meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate Meeting of Independent Directors Performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board Meeting that followed the Meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of independent Directorswas done by the entire Board excluding the Independent Director being evaluated.
16. Internal Financial Control Systems and their Adequacy:
The Management continuously reviews the Internal Control Systems and procedures for theefficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions Financial Reporting and ensures that all itsassets are safeguarded and protected against losses. The Internal Auditor of the Companyconducts the Audit on regular basis and the Audit Committee actively reviews InternalAudit Reports and effectiveness of Internal Control Systems.
Internal Control Systems are implemented to safeguard the Company's assets from loss ordamage to keep constant check on the cost structure to prevent revenue leakages toprovide adequate Financial and Accounting Controls and implement Accounting Standards
17. Statutory Auditors:
M/s Kailash Chand Jain & Co. Chartered Accountants were in the 31stAnnual General Meeting appointed as the Statutory Auditors of the Company for a period ofFour Years i.e. till the conclusion of the Annual General Meeting to be held in the Year2018 subject to ratification of the Members in every Annual General Meeting. AccordinglyThe Board recommends the ratification for the appointment of the Statutory Auditors inthis Annual General Meeting for the Financial Year 2017-18.
18. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s D. A. Kamat & Co Practicing Company Secretaries Mumbai to undertakethe Secretarial Audit of the Company for the Financial Year 2016-17 under review. TheSecretarial Audit Report is annexed as Annexure I.
19. Internal Auditors:
The Board of Directors had appointed M/s MPK & Associates Chartered AccountantsMumbai as the Internal Auditors for the Financial Year 2016-17. The Internal Auditorsconduct their review and Audit on a quarterly basis and submit his report to the Board ofDirectors.
20. Comments by the Board on Qualification Reservation or Adverse remark or disclaimerin Audit Report:
There is no Qualification Reservation or Adverse remark in Statutory Audit Report forthe Financial Year 2016-17. Further in respect of the comments/ observations made by theSecretarial Auditor the Board of Directors have taken note of the same and areundertaking necessary steps to ensure due compliance of the provisions therein.
21. Nomination and Remuneration Policy:
The Board has on the recommendation of the Nomination and Remuneration Committee frameda Policy for selection and appointment of Directors Key Managerial Personnel and SeniorManagement and their remuneration. The details and extract of the Remuneration Policy isdisclosed in the Corporate Governance Report attached to this Annual Report. A copy of theNomination and Remuneration Policy is available on the website of the Company onwww.asl.net.in.
22. Particulars of Contract or Arrangements with Related Party:
The Board of Directors has a Related Party Transaction Policy approved as mandated bythe Companies Act 2013 and SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015. All Related Party Transactions are placed before the Audit Committeeand the Board of Directors along with the Quarterly Financial Results. Further details ofMaterial Related Party Transactions are also reported to the Stock Exchanges in theQuarterly Corporate Governance Report. Omnibus Approvals for all repetitive transactionsare obtained from Audit Committee and Shareholders' approval for Material Related PartyTransactions undertaken as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is obtained. A copy of the Related Party Transactions Policy isavailable on the website of the Company on www.asl.net.in.
Information on transactions with Related Parties pursuant to section 134(3)(h) of theAct read with rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure IIin Form AOC-2 and the same forms part of this Report.
23. Particulars of Loans Guarantees and Investments:
Particulars of Loans given Investments made Guarantees given and Securities providedalong with the purpose for which the Loan or Guarantee or Security is proposed to beutilized by the recipient are provided in the Financial Statements forming part of thisAnnual Report.
The Board of Directors has reviewed the RiskAssessment and Minimization Procedures asper Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 in Board Meeting of every Quarter for the Financial Year 2016-17. Thereare no material risks which in the opinion of the Management affect the continuity andexistence of the business.
25. Vigil Mechanism and Whistle Blower Policy:
The Company has put in place a Whistle Blower Policy to provide an open and transparentworking environment and to promote responsible and secure Whistle Blowing System forDirectors and Employees of the Company to raise concern. The Policy broadly coverinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct alteration of documents fraudulent financial reportingmisappropriation/misuse of Company's assets manipulation of Company's data pilferage ofproprietary information abuse of authority etc. The Policy provides adequate safeguardagainst victimization of Director(s) / Employee(s) who raise the concern and have accessto the Chairman of Audit Committee who is entrusted to oversee the Whistle BlowerMechanism. Further no personnel have been denied access to the Audit Committee during theFinancial Year under review.
The details of this Policy is explained in the Corporate Governance Report and alsoposted on the website of the Company at www.asl.net.in.
26. Code of Conduct:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all Employees in the course of day to day business operations ofthe Company.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated Employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with Stakeholders.
27. Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated Employees of theCompany. The Code requires pre-clearance for dealing in the Company's Shares and prohibitsthe purchase or sale of Company Shares by the Directors and the designated Employees whilein possession of Unpublished Price Sensitive Information in relation to the Company andduring the period when the trading window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated Employees have confirmed compliance with theCode.
28. Prevention Prohibition and Redressal of Sexual Harassment of Woman at theWorkplace:
The Company has a zero tolerance policy towards Sexual Harassment of Woman atworkplace. The Company has adopted a policy on Prevention Prohibition and Redressal ofSexual Harassment of Woman at Workplace in accordance with the Sexual Harassment of Womanat Workplace (Prevention Prohibition and Redressal) Act 2013 and no complaints werereceived by the Company during the Year under review.
29. Investors' Relation and Grievances:
During the Year under review the Company has not received any Complaint/Grievance fromthe Investors of the Company. The Company has a dedicated e-mail email@example.com and firstname.lastname@example.org for communication with the Investors. Further asection for Investors with details of the Annual Reports Financial StatementsCommunications to Stock Exchanges and other necessary information is available on thewebsite of the Company on www.asl.net.in. Further the Company is registered on thewebsite of SEBI Complaint Redressal System (SCORES).
30. Corporate Governance Report:
Your Company is committed to maintaining highest standards of Corporate Governance andadhering to the Corporate Governance requirements as set out by the Securities ExchangeBoard of India (SEBI). As required by SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Corporate Governance Report is given whichforms a part of this Annual Report.
31. Management Discussion and Analysis Report:
In accordance with the Listing Regulations the Management Discussion and AnalysisReport is attached and forms part of this Annual Report.
32. Particulars of Employees:
There are no Employees drawing Remuneration of ' 850000 (Rupees Eight Lakhs FiftyThousand) per month or ' 10200000/- (Rupees One Crore Two Lakhs) and above per annumduring the Year under review.
Details pertaining to Remuneration as required under section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given in Annexure III of this Report.
33. Extract of the Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexedas Annexure IV.
34. Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the Financial Year2016-17 are set out in Annexure V of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. For other detailsregarding the CSR Committee and Show Cause Notice received from the Registrar ofCompanies Mumbai in the matter of non compliance of Section 134 (3)(o) read with Section135 of the Companies Act 2013 for the Financial Year 2014-15 please refer to theCorporate Governance Report which forms part of this report. The CSR Policy is availableon the website of the Company at www.asl.net.in.
35. Conservation of Energy Technology Absorption and Foreign Exchange:
The information required to be furnished pursuant to Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 is enclosed as AnnexureVI and forms part of this Report.
36. Other Disclosures:
(i) There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future duringthe Financial Year 2016-17
(ii) There are no material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the Financial Year 2016-17and the date of this report
(iii) There are no details in respect of frauds reported by auditors under Section143(12) of the Companies Act 2013. Acknowledgement:
The Board expresses its gratitude and appreciates the assistance and co-operationreceived from the Creditors Banks Government Authorities Customers and Shareholdersduring the Year under review.
| ||For and on behalf of the Board of Directors |
| ||Arihant Superstructures Limited |
| ||Ashok Chhajer |
|Place: Navi Mumbai ||Chairman & Managing Director |
|Date: August 12 2017 ||DIN:01965094 |