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ARSS Infrastructure Projects Ltd.

BSE: 533163 Sector: Infrastructure
NSE: ARSSINFRA ISIN Code: INE267I01010
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VOLUME 775855
52-Week high 113.95
52-Week low 37.50
P/E
Mkt Cap.(Rs cr) 125.92
Buy Price 0.00
Buy Qty 0.00
Sell Price 84.85
Sell Qty 6526.00

ARSS Infrastructure Projects Ltd. (ARSSINFRA) - Director Report

Company director report

To

The Members of

ARSS Infrastructure Projects Limited

Your Directors have pleasure in presenting before you the 16th Annual Report of theCompany together with Audited Statements of Accounts for the Financial Year ended 31stMarch 2016:

1. Financial Results:

The performance during the period ended 31st March 2016 has been as under:

1. Financial Results:

The performance during the period ended 31st March 2016 has been as under:

(Rs. In Crores)
Particulars 2015-16 2014-15
Sales 623.30 655.53
Profit before Depreciation Interest and Tax 207.21 208.99
Less: Depreciation 36.14 36.55
Interest 164.84 166.96
Profit Before Tax 6.23 5.48
Less: Tax Expenses
a) Current Year 1.27 1.10
b) Earlier Year 1.30 0.07
c) Deferred Tax (1.36) (1.90)
Profit/Loss After Tax 5.02 6.22
Balance brought forward from previous year 192.62 186.40
Amount Available for Appropriation 197.64 192.62
Appropriations
a) Dividend - -
b) Tax on Dividend - -
c) Transfer to General Reserve - -
Balance Carried to Balance Sheet 197.64 192.62
Earnings per Share (In Rs.) 3.38 4.19
(equity shares of face value of Rs. 10)

2. Dividend

Your Directors have not recommended any dividend for the financial year ended March 312016.

3. Operating Result:

The turnover of the Company in the year is Rs. 623.30 crore as compared to Rs. 655.53crores in the previous year. The profit before tax is Rs. 6.23 crores as compared to Rs.5.48 crores for the previous year.

4. Details of Subsidiary Joint Venture or Associates

During the year under review no companies except ‘ARSS Bus Terminal Pvt.Limited’ non material subsidiary (ceased to be company’s subsidiary w.e.f. 6thSeptember 2015) have become or ceased to be company’s subsidiary joint ventures orassociate companies. A report on the company’s subsidiary joint ventures orassociate companies as per companies Act 2013 is provided hereunder:

Sl. No Name of the company Address of the company CIN/GLN/ PAN Holding / subsidiary / associate % of shares held/ share in JV Applicable section
1 ARSS Damoh- Hirapur Tolls Private limited Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 U45201OR2011PTC013524 Subsidiary Company 99.82 % 2 (87)
2 ARSS Bus Terminal Private Limited Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 U63031OR2010PTC012372 Transferred its 51% stake to Welspun Enterprises Limited on 6th September 2015 and ceased to be a subsidiary of our Company - 2 (87)
3 ARSS Developers Limited. Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 U45209OR2007PLC009201 Associate Company 38.41% 2 (6)
4 NIRAJ-ARSS JV. Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAAAN5116B Joint Venture 40.00% 2 (6)
5 ARSS-ATLANTA JV. Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAQFA8726P Joint Venture 51.00% 2 (6)
6 ATLANTA-ARSS JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AABAA0048E Joint Venture 49.00% 2 (6)
7 ARSS-HCIL CONSORTIUM Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAOFA4560D Joint Venture 60.00% 2 (6)
8 ARSS-TRIVENI JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AABAA1081H Joint Venture 51.00% 2 (6)
9 PATEL-ARSS JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAAAP8266E Joint Venture 49.00% 2 (6)
10 BACKBONE- ARSS JV. Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAAAB7056Q Joint Venture 49.00% 2 (6)
11 SOMDATT BUILDERS- ARSS JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AADAS6434L Joint Venture 49.00% 2 (6)
12 ARSS-ANPR JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AABAA1158M Joint Venture 51.00% 2 (6)
13 HCIL- ADHIKARYA- ARSS JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAEFH3757R Joint Venture 30.00% 2 (6)
14 ARSS GVR JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AACAA1049A Joint Venture 51.00% 2 (6)
15 HCIL-ARSSSPL- TRIVENI JV 113-A Kamala Nagar Delhi-110007 AADFH8758B Joint Venture 30.00% 2 (6)
16 HCIL- KALINDEE- ARSS JV 113-A Kamala Nagar Delhi-110007 AAEFH1678M Joint Venture 30.00% 2 (6)
17 HARISH CHANDRA- ARSSSPL JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAAAH1493H Joint Venture 49.00% 2 (6)
18 ARSS-MVPL JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AABAA1497P Joint Venture 51.00% 2 (6)
19 ARSS-BALAJI JV At / P.O: Belpahar R.S. Belpahar AABAB1071G Joint Venture 30.00% 2 (6)
20 ARSS - SIPS (JV) 129 Transport Centre Rohtak Road Punjabi Bagh New Delhi –110 035 AAEAA3620K Joint Venture 51.00% 2 (6)
21 ARSS - SCPL (JV) Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAEAA3621J Joint Venture 51.00% 2 (6)
22 ARSS - BMS (JV) Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAEAA4835G Joint Venture 51.00% 2 (6)

5. Consolidated Financial Statements:

Consolidated financial statements in terms of Section 129 (3) of the Companies Act2013 read with rule 6 of Companies (Accounts) Rules 2014 and accounting Standard AS 21issued by the Institute of Chartered Accountants of India and as required by the ListingAgreements with Stock Exchange(s) could not be prepared due to dispute between the companyand one of its subsidiary ARSS Bus Terminal Private Limited (previous year). Since thissubsidiary company (ABTPL) has ceased to be a subsidiary of the Company w.e.f 6thSeptember 2015 Company may prepare the consolidated financial statements from the currentfinancial year 2016-17 onwards.

6. Reserve

No amount was proposed to be transferred to general reserve.

7. Operations- Work Orders

Your Directors are pleased to inform that during the year under report the Company hassecured the following major contracts:

a. Third Line Work between Rourkela and Jharsuguda Stations (Section II) - Execution ofEarthwork in Formation Construction of Minor Bridges P. Way Linking Works with Supply ofTrack Ballast and other related works between Dharuadhi Station yard to Jharsuguda StationYard from Km: 486.50 to Km: 515.00 with a contract value of Rs.69.33 Crores.

b. Plant Road Network Phase II” of 3.0 MTPA Integrated Steel Plant of NMDCLimited at Nagarnar Chattishgarh India.” has been awarded to our Company with acontract value of Rs.40.42 Crores.

c. Jarapada-Budhapank with flyover at Talcher Road- 3rd & 4th line: Execution ofEarth Work Minor Bridges & Other Allied works (KM 525.133 to KM 483.047 i.e. 35.5 Km-3rd Line & 42.00 Km- 4th line approx. excluding flyover portion at Talcher Road witha contract value of Rs.109.27 Crores.

d. Construction of Road Bed Station Buildings Passenger Amenities Minor BridgesGeneral Electrical works in connection with new BG Rail line from Nuagaon Km 68.300 toParadeep Km 81.200 on Khurda Road Division of East Coast Railway in the State of OdishaIndia (Package 2C) with a contract value of Rs.142.79 Crores.

e. Budhapank-Salegaon Via- Rajathagarh – 3rd &4th line: Execution ofearthwork minor bridges & other allied works (Km: 483.047 to Km. 398.166 i.e 2*85=170 km approx with a contract value of Rs.156.85 Crores.

f. Construction of Six lane ROB in lieu of L.C. 70 Sitapura on JP-SWM Railway Linewith a contract value of Rs.87.43 Crores.

g. Execution works of package-1 of private railway siding with all Contractor’smaterials (except Rails for plain track free of cost) for coal transportation system forDarlipali STPP of NTPC Limited in Sundergarh Dist Odisha State (from Ch. 6.000 to Ch.12.460- Pkg.1) in Darlipali – Dulanga MGR section with a contract value of Rs.53.91Crores.

h. Jagdalpur –Koraput Doubling Project- Execution of Earthwork in formation Minorbridges Protection works and other allied works from Km.263.300 to Km.223.500 of KotparRoad (Excluding) – Charamula kusumi (Including) – Khadapa (Including) –Dhanapur (Including) –Jeypore(Including) – Chatariput (Including) section inconnection with KK line doubling of WAT Division East Coast Railway with a contractvalue of Rs.44.04 Crores.

i. Widening to 2-lane from Km 212.700 to Km 253.700 Km and Km 281.700 to Km 311.700 ofNH 326 (Erstwhile from km 0/000 to Km 30/000 and from Km 58/0 to Km 99/0 of SH-4) underVijayawada Ranchi Corridor in the State of Odisha on EPC basis with a contract value ofRs.148.00 Crores.

j. Widening & Strengthening of Jamujhadi – Basudevpur – Dhamara –Road (S.H.) to 2 – Lane without paved shoulder from 18/800 Km to 22/750 Km & from27/100 Km to 60/470 Km with a contract value of Rs. 64.73 Crores.

k. Khurda Road – Bolangir New B.G. Link Project – Execution of Earthwork information Minor bridges and other allied works from Km 80.00 to Km. 93 from Khurda End inbetween Nayagarh – Nuagaon & Dasapalla of east coast Railway with a contractvalue of Rs. 38.45 Crores.

l. Construction of Underpass at rajmahal Square Bhubaneswar with a contract value ofRs. 37.10 Crores.

8. Listing with stock exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 toThe Bombay Stock Exchange Limited and National Stock Exchange of India Limited where theCompany’s Shares are listed.

9. Management Discussion and Analysis Report:

As required under regulation 34 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report is enclosed as a part ofthis report as ‘Annexure –A’.

10. Corporate Governance and Shareholders Information:

The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements as stipulated by Securities and ExchangeBoard of India (SEBI). The report on Corporate Governance as prescribed in Schedule V (C)of the SEBI Listing Regulations forms an integral part of this Annual Report. Therequisite certificate from the Auditors of the Company confirming compliance with theconditions of Corporate Governance along-with a declaration signed by Managing Directorstating that the members of the Board of Directors and Senior Management personnel haveaffirmed compliance with the respective codes of conduct of the Board of Directors andSenior Management is attached to the report on Corporate Governance. A report on CorporateGovernance is included as a part of this Annual Report as ‘Annexure –B’.

11. The extract of the annual return as provided under sub-section (3) of section 92;

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as ‘Annexure –C’. 12. Number of Board Meetings:

Five Board Meetings were held during the year and the gap between two meetings did notexceed four months. The dates on which the Board Meetings were held are as follows: 12thMay2015 07th August 2015 06th September2015 07th November2015 and 12thFebruary2016 .

13. Audit Committee

The committee has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the rules made thereunder and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The details relating to the same are given in‘Annexure B’ of the Board Report on the Corporate Governance forming part ofthis report. Members are requested to refer to point n. 4 of Corporate Governance Reportattached with this annual report.

14. Dematerialization of shares:

As on 31st March 2016 99.91% of the company’s paid up Equity Share Capital is indematerialized form and balance 0.09% is in physical form. The Company’s Registrarsare Bigshare Services Private Limited having registered office at E/2 Ansa IndustrialEstate Sakivihar Road Sakinaka Andheri (E) Mumbai- 400 072.

15. Public deposits covered under Chapter V of the Act

Your Company has not invited any deposit from public and shareholders. So theprovisions of the Chapter V of the Companies Act 2013 are not attracted.

16. Auditors:

Statutory Auditors:

As per the provisions of Section 139 142 and all other applicable provisions of theCompanies Act 2013 (the ‘Act’) read with Rule 3(7) of the Companies (Audit andAuditors) Rules 2014 M/s Ajay B Garg Chartered Accountants Mumbai (Membership No.32538) Statutory Auditors of the Company was appointed for a term of 4 years i.e. till theconclusion of 19th Annual General Meeting (AGM) which was subject to ratification atevery AGM hold office until the conclusion of ensuing Annual General Meeting.

Cost Auditors:

M/s. Asutosh & Associates Cost Accountants Bhubaneswar were appointed as CostAuditors for auditing the cost accounts of your Company for the year ended 31st March2016 by the Board of Directors pursuant to the Section 148 of the Companies Act 2013 andCompanies (Audit and Auditors) Rules 2014.

Secretarial Auditors:

M/s. ADP & Associates Company Secretaries Bhubaneswar were appointed asSecretarial Auditors of the Company for the financial year 2015-16 by the Board ofDirectors pursuant to the Section 204 of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report submitted by Company Secretary in Practice (M/s. ADP &Associates Company Secretaries Bhubaneswar) is enclosed as a part of this report ‘Annexure-D’.Qualifications or remarks made by the Secretarial Auditor in his Report are selfexplanatory.

Internal Auditors:

M/s. PR & Associates Cost Accountants Bhubaneswar were appointed as InternalAuditors of the Company for the financial year 2016-17 by the Board of Directors pursuantto the Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules 2014.

17. Report of Auditors:

Statutory Auditors

Our reply to the qualifications of Auditors -

a. In absence of relevant records Contract-wise surplus/loss has neither beenascertained nor recognized in compliance with the requirements of para 34 and 35 of AS-7“Construction Contracts” issued by the Institute of Chartered Accountants ofIndia.

Company Reply: The Company’s secured debts are under Corporate Debtrestructuring and the liability and interest payable does not commensurate with theturnover and cannot be justified as there is limited support from Financial Institution.During the execution period there is also escalation claim revision of contract valueextension of completion period etc. due to which unpredictable variation in reliableestimation of revenue and cost. Also the allocation of combine Operating overhead Headoffice overhead and financial cost is not possible due to combine use or high swapping ofresources size of the Contracts. In absence of the overheads and financial costallocation the Company is unable to determine Contract wise surplus / deficit.

b. In the absence of accounts of Balaji-ARSS (JV) and ARSS-MVPL JV discrepancies ifany between the said accounts with that of the Company is not ascertainable.

Company Reply: The Joint Venture has completed the object for which it was formedNo transaction has been entered into during the year. The accounts of the JVs are underthe control of respective JV partners i.e. Balaji Engicons Pvt. Ltd. and MateshweriVanijya Pvt. Ltd. and the same has not been yet finalized from their end. Hence financialimplication for the JV is not quantifiable. However the accounting effects of thediscrepancies if any after the finalization of its accounts will be given at currentdate.

Secretarial Auditors:

Report of the secretarial auditors as attached is self explanatory in terms ofqualifications.

18. Directors /Key Managerial Personnel Appointed / Resigned During the Year;

The following were appointed/ reappointed/ Resigned as Directors /Key ManagerialPersonnel during the financial year under review:

Sl. No. Name Designation Date of Appointment Date of Resignation
1 Mr. Rajesh Agarwal Managing Director (Position regularized originally appointed on 17th May 2000) 29th September 2015 -
2 Mr. B. K. Makhija Independent Director (Position regularized originally appointed on 31st March 2015) 29th September 2015 -
3 Mr. K. K. Sharma Independent Director (Position regularized originally appointed on 4th May 2015) 29th September 2015 -
4 Mr. B. K. Mishra Nominee Director (Bank of India) 18th July 2014 7th July 2015

19. Director’s Responsibility Statement:

Pursuant to the section 134 sub-section (3) clause (c) Directors confirm and statethat—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls and such internal financialcontrols are adequate and are operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

20. Code of Conduct

The Code of Conduct (hereinafter referred to as ‘Code’) is applicable to allits Board Members and Senior Management Personnel of the Company. A Code of Conduct forthe Directors and Senior Management Personnel has already been approved by the Board ofDirectors of the Company. All Board Members and Senior Management Personnel had affirmedcompliance with the Code during the year and no violation of the same was reported. Adeclaration to the effect that all Board Members and Senior Management Personnel havecomplied with the Code during the financial year 2015-16 duly signed by Managing Directorof the Company is herein below enclosed with Corporate Governance Report. The Code hasalso been posted on the Company’s Web-site.

21. Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees& Particulars of employees:

The information required pursuant to Section 197 (12) read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the company for the financial year.

a. Mr. Subash Agarwal- Chairman- 1: 27.5

b. Mr. Rajesh Agarwal- Managing Director- 1: 25

(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year - 0%(Increase in the remuneration of Company Secretary w.e.f 1st October 2015 after probationonly.)

(iii) The percentage increase in the median remuneration of employees in the financialyear- 0% (iv) The number of permanent employees on rolls of the company.

Total 768 employees as on 31st March 2016.

(v) The explanation on the relationship between average increase in remuneration andcompany performance.- NA

(vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.-NA

(vii) Variations in the market capitalisation of the company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over/ decrease in the market quotations of the shares of the companyin comparison to the rate at which the company came out with the last public offer in caseof listed companies and in case of unlisted companies the variations in the net worth ofthe company as at the close of the current financial year and previous financial year;

• Variations in the market capitalization of the company: The marketcapitalization of the company as on 31.03.2016 was Rs. 49.28 crores and as on 31.03.2015was Rs. 53.36 crores.

• Price earnings ratio of the company: Price earnings ratio of the company as on31.03.2016 was 9.82 and as on 1.03.2015 was 8.58.

• Percentage increase over/ decrease in the market quotations of the shares of thecompany as compared to the rate at which the company came out with the last public offerin the year:

The Company had come out with initial public offer (IPO) in 2010 with issue price pershare of Rs. 450/-. Share price as on March 31 2016 with NSE is Rs. 33.20/- per shareindicating decrease in the market quotation of shares.

(viii) Average percentage increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration- 0%

(ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company- Same response as in point vi) above .i.e. 0%.

(x) The key parameters for any variable component of remuneration availed by thedirectors;- No Director has received any variable component of remuneration.

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: 0.79: 1 (xii) Affirmation that the remuneration is as per theremuneration policy of the company.

The remuneration paid to employees is as per the remuneration policy of the Company.

As required under the provision of Section 197 (12) read with Rule 5 (2) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 as amended there was no employees who have drawnsalary or appointed under this category during the financial year 2015-16.

22. Company’s Policy On Directors’ Appointment And Remuneration IncludingCriteria For Determining Qualifications Positive Attributes Independence Of A DirectorAnd Other Matters Provided Under Sub-Section (3) Of Section 178;

The same has been provided in detail in the Corporate Governance Report attached withthe board report.

23. Declaration given by independent directors under sub-section (6) of section 149;

The Company has complied with the definition of Independence as per regulation SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and according to theProvisions of section 149(6) Companies Act 2013. The company has also obtaineddeclarations from all the Independent Directors pursuant to section 149 (7) of theCompanies Act 2013.

24. Industrial Relation:

Employee relations continued to be cordial throughout the year. The whole-heartedsupport of employees and a sense of belongingness with the organization and solidaritywith the management of the Company have helped to cope with the present challenges of theCompany during the year.

25. Adequacy of internal financial controls with reference to the Financial Statements.–

Management has put in place effective Internal Control Systems to provide reasonableassurance for:

• Safeguarding Assets and their usage.

• Maintenance of Proper Accounting Records and

• Adequacy and Reliability of the information used for carrying on BusinessOperations.

Key elements of the Internal Control Systems has been provided & explained in MDAreport attached with Director’s report.

26. Annual Evaluation by the Board of Its Own Performance (Including Committees AndIndividual Directors)

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution and independenceof judgment thereby safeguarding the interest of the Company. The performance evaluationof the Independent Directors was carried out by the entire Board. The board also carriedout annual performance evaluation of the working of its Audit Nomination and Remunerationas well as stakeholder relationship committee. The Directors expressed their satisfactionwith the evaluation process.

27. Independent Directors Meeting

During the year under review the Independent Directors of the Company met on 2nd May2016 inter-alia to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors ofthe Company as a whole.

ii) Evaluation of performance of the Chairman of the Company taking into account theviews of Executive and Non-Executive Directors.

iii) Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

28. Familiarisation Programme of Independent Directors

In compliance with the requirements of SEBI Listing Regulations the Company has put inplace a familiarization program for Independent Directors to familiarize them with theirrole rights and responsibility as Directors the operations of the Company businessoverview etc. The details of the familiarization program are explained in the CorporateGovernance Report and the same is also available on the website of the Company.

29. Details of significant and material orders:

There are no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

30. Particulars of Loans Guarantees or Investments under Section 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

31. Particulars of Contracts or Arrangements with Related Parties Referred To InSub-Section (1) of Section 188 in the Prescribed Form AOC-2

All related party transactions attracting compliance under Section 188 and / or SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are placed before theAudit Committee as also before the Board for approval. Prior omnibus approval of the AuditCommittee was also sought for transactions which are of a foreseen and repetitive nature.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board of Directors of the Company is uploaded on thewebsite of the Company i.e www.arssgroup.in.

The particulars of contracts entered into with related parties during the year as perForm AOC-2 is enclosed as ‘Annexure-E’.

32. Material changes and commitments affecting the financial position of the companywhich have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report:

Corporate Debt Restructuring Cell had communicated its decision regarding exit of ARSSInfrastructure Projects Limited from CDR mechanism vide letter dated 20th May 2016.

33. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

During the year under review the Company has taken adequate measures for conservationof energy and also has not gone for any technology absorption whatsoever in accordancewith the provisions of sub - Section (3) (m) section 134 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014.

The Company has neither earned any income nor incurred any expenditure in foreigncurrency during the financial year ended 31st March 2016.

34. Development and Implementation of Risk Management Policy:

The Company has established risk management framework. The Company has been addressingvarious risks impacting the Company. In accordance with the provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors of theCompany at its Meeting held on February 2015 has constituted a Risk Management Committeeand has approved the Risk Management Policy of the company. This Committee has beendelegated the authority by the Board to review and monitor the implementation of the riskmanagement policy of the Company.

35. Corporate Social Responsibility

In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company has constituted a CSR Committee. The Committee comprises of oneExecutive Director & two Independent Directors. CSR Committee of the Board hasdeveloped a CSR Policy. The CSR Policy has been uploaded on the website of the Company atwww.arssgroup. in under CSR Policy link. Since the average profit for the last three yearswas in negative figures no CSR activities was performed / undertaken by the companyduring the year. Though for the financial year 2016-17 company has to mandatorily performthe CSR activities as the average profit for the last year is positive unlike previousyear.

36. Whistle Blower Policy of the Company

In accordance with requirement of Companies Act as well as listing agreement a vigilmechanism has been adopted by the Board of Directors and accordingly a whistle blowerpolicy has been formulated with a view to provide a mechanism for employees of the companyto approach Internal Auditor or Chairman of the Audit Committee of the Company to reportany grievance. There were no complaints under the whistle blower during the year underreview. A link to such policy is also provided in the website of the company.

34. Acknowledgement:

Your Directors would like to place on record their appreciation for assistance andco-operation received from the financial institutions banks Government authoritiescustomers and members during the year under review. Your Directors also place on recordtheir deep sense of appreciation for the committed services by the executives employeesat all levels.

For and on behalf of the Board of Directors
Sd/-
Place: Bhubaneswar (Subash Agarwal)
Dated: 12th August 2016 Chairman