To The Members
Your Directors have pleasure in presenting their Eighth Annual Report with the AuditedAccounts of the company for the year ended on 31st March 2016.
1. FINANCIAL RESULTS :
Highlights of the Financial Results are as under:
| || ||(Rs in lacs) |
|Particulars ||FY 2015-16 ||FY 2014-15 |
|Operating Revenue ||11311.28 ||6126.79 |
|Profit before Finance costs Depreciation and Amortisation Expenses Extraordinary Items & Tax Expenses ||3640.11 ||2389.91 |
|Less: Finance Costs ||849.88 ||763.80 |
|Profit before Depreciation and Amortisation ||2790.23 ||1626.11 |
|Expenses Extraordinary Items & Tax Expenses || || |
|Less : Depreciation and Amortisation Expenses ||77.50 ||33.20 |
|Profit before Extraordinary Items & ||2712.73 ||1592.91 |
|Tax Expenses || || |
|Less : Extraordinary Items ||0.00 ||0.00 |
|Profit before Tax ||2712.73 ||1592.91 |
|Less : Current Tax ||952.10 ||470.00 |
|Less : Deferred Tax ||30.02 ||(4.51) |
|Less : MAT Credit Entitlement ||0.00 ||29.00 |
|Profit for the year ||1730.61 ||1098.42 |
|Balance of profit brought forward ||2629.86 ||1531.50 |
|Balance carried forward to Balance Sheet ||4360.47 ||2629.86 |
The Real Estate sector is one of the most globally recognised sectors. In India realestate is the second largest employer after agriculture and is slated to grow at 30 percent over the next decade. The growth of this sector is well complemented by the growth ofthe corporate environment and the demand for office space as well as urban and semi-urbanaccommodations. In India despite the weak monsoons and continuing challenges faced by thegovernment on policy front the economy delivered a healthy growth of 7.5% with promise ofincreasing momentum for the following year. The eagerly awaited GST did not get passed forimplementation by April 2016. Crude oil and commodity prices continued to be soft helpingthe inflation to be under control and enabling RBI to ease up the interest rates and moneysupply. Over the last few years the real estate sector has had to charter rough marketconditions and structural challenges in the industry such as delay in approvals highconstruction costs limited institutional funding and an inventory overhang.
In this backdrop your company has earned revenue from operations of Rs 11311.28 lacsduring the year ended on 31st March 2016 as compared to Rs 6126.79 lacs for the yearended on 31st March 2015 registering a growth of 86%. Operating Earnings before InterestDepreciation and Taxes (EBITDA) grew by 52% at Rs 3640.12 lacs as on 31st March 2016while Profit after Tax (PAT) grew by 58% at Rs 1730.61 lacs as on 31st March 2016.
A detailed analysis of the financial results is given in the Management Discussion andAnalysis Report which forms part of this report.
In order to conserve the resources for the future development of the Company theDirectors have not recommended any dividend for the year under review.
4. TRANSFER TO RESERVES:
During the year under review the Company has not transferred any amount to reserves.
5. SCHEME OF ARRANGEMENT SHARE CAPITAL AND LISTING:
The Company was incorporated in 2008 as a wholly owned subsidiary of Arvind Limited.
By an Order of Honorable High Court of Gujarat Order dated 30th March 2015 in theScheme of Arrangement for the demerger of Real Estate Division of Arvind Limited (Arvind)into Arvind Infrastructure Limited (the Company) as well as the Restructuring of ShareCapital pursuant to the provisions of Sections 391 to 394 read with Sections 78 and 100 to103 and other relevant provisions of the Companies Act 1956 the following events havetaken place during the year under review :
(a) The equity shares of the Company were consolidated from 10 (ten) equity shares offace value Rs 1 (one) each to 1 (one) equity share of face value of Rs 10 (ten) each.
(b) 100500000 equity shares of Rs 1 each paid up and held by Arvind got cancelledand the Company ceased to be its subsidiary.
(c ) 1 (one) equity share of the Company was allotted for every 10 (ten) equity sharesof Arvind to the shareholders of Arvind by issuing 25824307 equity shares of Rs 10each to the shareholders of Arvind.
(d) The equaity shares of the Company got listed on 26th August 2015 on BSE LimitedNational Stock Exchange of India Limited and Ahmedabad Stock Exchange Limited. During theyear under review the Company has not issued shares with differential voting rights andsweat equity shares.
6. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT 2013
No disclosure is required under section 67 (3) (c) of the Companies Act 2013 read withRule 16(4) of Companies (Share Capital and Debentures) Rules 2014 in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid section are not applicable.
7. EMPLOYEE STOCK OPTION SCHEME:
The Company has instituted the Arvind Infrastructure Limited -Employees Stock OptionScheme-2013 to grant equity based incentives to certain eligible employees and directorsof the Company and its subsidiary companies. During the year under review the Company hasnot granted any stock options. Detailed disclosure in compliance with Section 62 of theCompanies Act 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules2014 and the Securities and Exchange Board of India (Share based Employee Benefits)Regulations 2014 are set out in Annexure -A to this report.
8. FINANCE :
During the year the Company has made fresh borrowings of Rs6200 lacs for its workingcapital requirements. Long Term Debt of the Company stands at Rs 6103.55 lacs as on 31stMarch 2016.
9. FIXED DEPOSITS:
The Company has not accepted or renewed any deposits falling within the purview ofprovisions of section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits which are not in compliance with Chapter V of the Act is notapplicable.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not given any loans guarantee or provided any security or made anyinvestments during the financial year under Section 186 of Companies Act 2013.
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.
11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Arvind Infrastructure Limited undertakes "Corporate SocialResponsibility (CSR) initiatives through Strategic Help Alliance for Relief toDistressed Area (SHARDA) Trust and Narottam Lalbhai Rural Development Fund (NLRDF). SHARDA& NLRDF have been active in improving the quality of life of the urban poor &rural poor respectively.
As a part of initiatives under CSR the Company has undertaken Projects which arelargely in accordance with Schedule VII of the Companies Act 2013. The brief details ofCorporate Social Responsibility Policy and the amount spent during the financial year2015-16 is enclosed as Annexure-B.
12. HUMAN RESOURCE:
The Company believes that Human Resources will play a significant role in its futuregrowth. With an unswerving focus on nurturing and retaining talent the Company providesavenues for learning and development through functional behavioural and leadershiptraining programs knowledge exchange conferences communication channels for informationsharing to name a few.
13. RISK MANAGEMENT:
The Real Estate market is inherently a cyclical market and is affected bymacroeconomics conditions changes in governmental schemes changes in supply and demandfor projects availability of consumer finance and liquidity. These factors can affect thedemand for both our forthcoming and ongoing projects. The company follows certain policiessuch as leveraging of Balance sheet building projects in an asset light mode. The Companyhas developed and implemented Risk Management Policy. The policy identifies the threat ofsuch events which if occurred will adversely affect either/or value to shareholdersability of Company to achieve objectives ability to implement business strategies themanner in which the Company operates and reputation as "Risks". Further suchrisk are categorized into Strategic Risks Operating Risks and Regulatory Risks.
Under the framework the Company has laid down a Risk Management Policy which definesthe process for identification of risks its assessment mitigation measures monitoringand reporting. While the Company through its employees and Executive Managementcontinuously assess the identified Risks the Audit Committee reviews the identified Risksand its mitigation measures annually.
14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has an Internal Audit department with adequateexperience and expertise in internal controls operating system and procedures. Indischarging their role and responsibilities the department is supported by an externalaudit firm.
The system is supported by documented policies guidelines and procedures to monitorbusiness and operational performance which are aimed at ensuring business integrity andpromoting operational efficiency.
The Internal Audit Department reviews the adequacy of internal control system in theCompany its compliance with operating systems and laid down policies and procedures.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism for directors and employees to reportgenuine concerns. The vigil mechanism provides for adequate safeguards againstvictimization of persons who use such mechanism and make provision for direct access tothe Chairperson of the Audit committee in appropriate or exceptional cases.
The details of the Whistle Blower Policy are explained in the Corporate GovernanceReport and the policy is posted on the website of the company at www.arvindinfra.com.
16. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company has ceased to be a wholly owned subsidiary of Arvind Limited consequent toOrder of Honble High Court of Gujarat dated 30th March 2015 approving the compositeScheme of Arrangement in the nature of De-merger and transfer of Real Estate Undertakingof Arvind Limited to the Arvind Infrastructure Limited and consequential restructuring ofshare capital pursuant to sections 391 to 394 read with sections 78 100 to 103 of theCompanies Act 1956.
During the year the Company has one wholly owned subsidiary Company i.e. Arvind HebbalHomes Private Limited.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 a statement containing salient features of financialstatements of subsidiaries associates and joint venture companies in Form AOC-1 isattached to the Financial Statements. The separate audited financial statements in respectof each of the subsidiary shall be kept open for inspection at the Registered Office ofthe Company. The Company will also make available these documents upon request by anyMember of the Company interested in obtaining the same.
The Company has framed a policy for determining material subsidiaries which has beenposted on companys website at www.arvindinfra.com.
17. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company prepared in accordance with theapplicable Accounting Standards issued by the Institute of Chartered Accountants of Indiaform part of this Annual Report.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors consist of 6 Directors out of which 1 is an Executive Director2 are Non-Executive Non-Independent Directors and 3 are Non-Executive IndependentDirectors including Woman Director which is in compliance with Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to Section 149 of the Companies Act 2013 Mr. Pratul Shroff (DIN 00162576)Mr. Prem Prakash Pangotra (DIN 00844391) and Dr. Indira J Parikh (DIN 00143801) wereappointed as Independent Directors of the Company in the Annual General Meeting (AGM) heldon 11th May 2015. The Independent Directors were appointed for 5 consecutive years for aterm up to 27th March 2020 and that their office as Independent Director shall not besubject to retirement by rotation. The terms and conditions of appointment of IndependentDirectors are as per Schedule IV of the Companies Act 2013. All Independent Directorshave furnished the declarations of independence stating that they meet the criteria ofindependence as mentioned under Section 149 (6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
As per the provisions of Section 152 (6) of the Act Mr. Sanjay S. Lalbhai (DIN 008329)shall retire by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for re-appointment as the Director of the Company.
The Board of Directors had on recommendation of Nomination and Remuneration Committeeappointed Mr. Kamal Singal as Managing Director & CEO of the Company for a period of 5years from 1st June 2015 to 31st May 2020 and approved the remuneration payable to himfor the said period and the same was approved by the Members at its Annual General Meetingheld on 11th May 2015.
As per the provisions of Section 203 of the Companies Act 2013 Mr. Kamal Singal -Managing Director & CEO Mr. Mehul Shah -Chief Financial Officer and Mr. PrakashMakwana - Company Secretary are the key managerial personnel of the Company.
19. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
20. REMUNERATION POLICY :
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The Remuneration Policy is explained in theCorporate Governance Report forming part of this Report.
21. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT
In compliance with the of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Company has put in place a familiarization programme for theIndependent Directors to familiarize them with their role rights and responsibility asDirectors the working of the Company nature of the industry in which the Companyoperates business model etc. The details of the familiarization programme are explainedin the Corporate Governance Report. The same is also posted on the website of the Companyat www.arvindinfra.com.
22. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year under review 5 meetings of the Board were held. The details of the meetings areprovided in the Corporate Governance Report forming part of this Report.
23. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(a) in the preparation of the annual financial statements for the year ended on 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
(b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2016 and of the profit ofthe Company for the year ended on that date;
(c) that they have taken proper and sufficient care towards 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) they have prepared annual financial statements on a going concern basis;
(e) they have laid down proper internal financial controls which are adequate and areoperating effectively;
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
24. RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arms length basis in theordinary course of business and are in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015. There are no materially significant related party transactions made bythe Company with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large or which warrants theapproval of the shareholders. Accordingly no transactions are being reported in FormAOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014. However the details of the transactions with Related Party are provided inthe Companys financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.
The Policy on Related Party Transactions as approved by the Board is posted onCompanys website at www.arvindinfra.com.
25. COMMENTS ON AUDITORS REPORT:
There are no adverse remarks or qualifications made by Auditors in Audit Report andAuditor has given unmodified opinion as prescribed in Regulation 33 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS / COURTS / TRIBUNALS :
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
(a) Statutory Auditor:
M/s. G.K. Chokshi & Co. Chartered Accountants Ahmedabad were appointed asstatutory auditors of the Company to hold office till the conclusion of ensuing AnnualGeneral Meeting.
(b) Cost Auditor:
The cost audit records maintained by the Company in respect of its business arerequired to be audited pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014. Your Directors have on therecommendation of the Audit Committee appointed M/s Kiran J. Mehta & Co. CostAccountants Ahmedabad to audit the cost accounts of the Company for the financial year2016- 17 on a remuneration of Rs 75000/-. As required under the Companies Act 2013 theremuneration payable to the cost auditor is required to be placed before the Members in ageneral meeting for their ratification. Accordingly a Resolution seeking Membersratification for the remuneration payable to M/s Kiran J. Mehta & Co. Cost Auditorsis included at Item No. 4 of the Notice convening the Annual General Meeting.
(c) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s N. V. Kathiria & Associates a firm of Company Secretaries inPractice to conduct the Secretarial Audit of the Company for the Financial Year 2015-16.The Secretarial Audit Report does not contain any qualifications reservations or adverseremarks. The Secretarial Audit Report is enclosed herewith as Annexure - C.
28. ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its Members are among its most important stakeholders.Accordingly your Companys operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socioeconomic and environmentaldimensions and contribute to sustainable growth and development.
29. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:
The Corporate Governance Report and Management Discussion & Analysis which formpart of this Report are set out as separate Annexures together with the Certificate fromthe auditors of the Company regarding compliance of conditions of Corporate Governance asstipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Information in accordance with the provisions of section 134(3) (m)of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 regarding conservation of energy andTechnology absorption are not given as the Company has not undertaken any manufacturingactivity. There were no foreign Exchange Earnings or Outgo during the period under reviewexcept on foreign travelling.
31. EXTRACT OF ANNUAL RETURN IN FORM MGT - 9 :
The details forming part of the extract of Annual Return in form MGT-9 is attached as Annexure-D.
32. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company will be provided uponrequest. In terms of Section 136(1) of the Companies Act 2013 the Report and Accountsare being sent to the Members and others entitled thereto excluding the information onemployees particulars which is available for inspection by the Members at theRegistered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any Member is interested inobtaining a copy thereof such Member may write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in Annexure-E to thisreport.
33. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for Sexual Harassment at Workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.
During the financial year 2015-16 the Company has not received any complaints on sexualharassment and hence no complaints remain pending as of 31st March 2016.
34. VOLUNTARY DELISTING OF EQUITY SHARES OF THE COMPANY FROM AHMEDABAD STOCK EXCHANGELIMITED:
Pursuant to Regulation 7 of the Securities and Exchange Board of India (Delisting ofEquity Shares) Regulations 2009 equity shares of the Company have been voluntarilydelisted from the Ahmedabad Stock Exchange Limited ("ASEL") with effect from23rd December 2015 as there was no trading facility available on ASEL since so manyyears. Neither the Company nor any shareholder was being benefited in any manner due tocontinued listing on ASEL. However your Companys equity shares will continue to belisted on BSE Limited and National Stock Exchange of India Ltd having nationwideterminals. There was no change in the capital structure of the Company post delisting fromASEL.
The Board expresses its sincere thanks to all the employees customers suppliersinvestors lenders regulatory and government authorities and stock exchanges for theirsupport.
| ||By Order of the Board |
|Date: 13th May 2016 ||Sanjay S. Lalbhai |
|Place: Ahmedabad ||Chairman |
Annexure - A to the Directors Report
Disclosures under Regulation 14 of the SEBI (Share Based Employee Benefits)Regulations:
The Details of Arvind Infrastructure Limited - Employees Stock Option Scheme-2013 forthe year ended on 31st March 2016 are as under:
|1 Description of ESOP 2013: || |
|(a) Date of shareholder approval ||8th March 2013 |
|(b) Total number of shares approved under ESOP 2013 ||5% of share capital from time to time. |
|(c) Vesting requirements ||Options vest over minimum 1 year and maximum 5 years based on Continued service and certain Performance parameters. |
|(d) Exercise price or pricing formula ||Grant I - Rs 41.25 Grant II - Rs 45.14 |
|(e) Maximum term of options granted ||5 years from the date of grant |
|(f) Source of shares ||Primary |
|(g) Variation of terms of options ||None |
|2 Method used to account for ESOS ||Intrinsic Value Method |
|3 Where the Company opts for expensing of the options using the intrinsic value of the options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on the profits and EPS of the Company shall also be disclosed. || |
|(i) Difference between Intrinsic value and Fair value compensation cost ||Rs 24 lacs |
|(ii) Impact on the Profits of the Company (Rs) ||Profits would have been lower by Rs 24 lacs |
|(iii) Impact on Basic Earnings Per Share of the Company (Rs) ||Basic EPS would have been Rs 6.61 Per share |
|(iv) Impact on Diluted Earnings Per Share of the Company (Rs) ||Diluted EPS would have been Rs 6.49 Per share |
|4 Option movement during the year: || |
|(a) Options Outstanding at the beginning of theYear ||1032972 |
|(b) Options granted during the year ||0 |
|(c) Options forfeited / lapsed during the year ||0 |
|(d) Options vested during the year ||548767 |
|(e) Options exercised during the year ||0 |
|(f) Number of shares arising as a result of exercise of option ||0 |
|(g) Money realised by exercise of options (Rs) ||0 |
|(h) Loan repaid by the Trust during the year fromexercise price received ||NA |
|(i) Options Outstanding at the end of the year ||1032972 |
|(j) Options Exercisable at the end of the year ||0 |
|5A Weighted average exercise prices of options whose: || |
|Exercise price equals market price of stock ||Rs 41 |
|Exercise price exceeds market price of stock ||0 |
|Exercise price is less than market price of stock ||0 |
|5B Weighted average fair value of options whose: || |
|Exercise price equals market price of stock ||Rs 10 |
|Exercise price exceeds market price of stock ||0 |
|Exercise price is less than market price of stock ||0 |
|6 Employee wise details of options granted to: ||Nil |
|(i) Senior managerial personnel; || |
|(ii) any other employee who receives a grant in any one year of options amounting to five per cent or more of options granted during that year; || |
|(iii) Identified employees who were granted options during any one year equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the issuer at the time of grant. || |
|7 A description of the method and significant assumptions used during the year to estimate the fair values of options including following information: ||No grants made during the year. |
|(i) Share price (Rs) || |
|(ii) Exercise price (Rs) || |
|(iii) Expected volatility || |
|(iv) Expected dividends || |
|(v) Risk-free interest rate || |
|(vi) Any other inputs to the model || |
|(vii) Method used and the assumptions made to incorporate effects of expected early exercise || |
|(viii)How expected volatility was determined including an explanation of the extent of which expected volatility was based on historical volatility || |
|(ix) Whether any or how any other features of option grant were incorporated into the measurement of fair value such as market condition. || |
Annexure-B to the Directors Report
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES SECTION-1
A brief outline of the companys CSR policy including overview of projects orprogrammes proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programmes.
Brief outline of the companys CSR Policy
For Arvind Infrastructure Limited (AIL) care for the society has been an intrinsicvalue in the same manner as it is for other entities of the Lalbhai group. Though therationale for long tradition of reaching out through planned interventions had always beennurturing society at the base of it all lies an implicit value system. The underlyingvalue system has a firm belief that only in a healthy society healthy businesses flourishand to ensure this Business leaders must positively impact society.
Arvind Infrastructure Limited has identified Strategic Help Alliance for Relief toDistressed Areas (SHARDA) Trust CSR arms of Lalbhai group as their CSR arm forundertaking initiatives of social renewal.
Overview of projects or programs proposed to be undertaken
Arvind Infrastructure Limited Policy on Corporate Social Responsibility aims to impactpositively the quality of life of people through initiatives of social economiceducational infrastructural environmental health and cultural advancement.
The Company during 2015-16 identified undertaking a Project for Setting up PrimaryHealth Centre in Ahmedabad. The project aims to set up Primary Health Centers whichprovide solution for all quality healthcare services to people under one roof. Theservices includes:
Diagnosis (Pathological Tests)
Strip Packed Quality Medicines (Drug)
Dental Care and
Day Time Care when required.
The project is to be implemented over two years. The budgeted cost for setting up andmanaging one centre is Rs 50.00 Lacs of which first disbursal of Rs 21.00 Lacs (RupeesTwenty One Lacs Only) is made during the year 2015-16.
A brief account of the project supported by the company during 2015-16 is mentioned inSection 5 of this report in the Format given by the Ministry of Corporate Affairs.
The Policy is also posted on the website of the company athttp://arvindinfra.com/CSR_AIL.pdf
SECTION - 2
Composition of CSR Committee:
Arvind Infrastructure Limited has set up Corporate Social Responsibility Committee (CSRCommittee) as per the requirement of the Companies Act 2013. The members of the CSRCommittee are:
|Sr. No. ||Name of Committee Members ||Status/Designation ||Chairman/Member |
|1 ||Mr. Sanjay S. Lalbhai ||Non-Executive Director ||Chairman |
|2 ||Mr. Prem Prakash Pangotra ||Non-Executive Independent Director ||Member |
|3 ||Dr. Indira J. Parikh ||Non-Executive Independent Director ||Member |
|4 ||Mr. Kamal Singal ||Managing Director & CEO ||Member |
SECTION - 3
Average net profit of the company for last three years:
The Average net Profit of the Company is Rs 102706782.
SECTION - 4
Prescribed CSR Expenditure (2% of the amount as in term of Section 3 above):
The prescribed CSR expenditure for Arvind Infrastructure Limited for the year 2015-16is Rs 2054135.
SECTION - 5
Details of CSR Spend during the financial year 2015-16:
(a) Total amount to be spent for the financial year: Rs 2054135. The Company hasspent Rs 2100000. (b) Amount Unspent if any; NONE.
(c) Manner in which the amount was spent during the financial year is detailed below.
|1 ||2 ||3 ||4 ||5 ||6 ||7 ||8 |
|Sr. No. ||CSR project or activity identified ||Sector in which the Project is covered ||Projects or programmes ||Amount outlay (budget) project or programmes wise ||Amount spent on the projects or programmes ||Cumulative expenditure upto to the reporting period ||Amount spent: Direct or through implementing agency |
| || || || || ||Sub Heads || || |
| || || ||(1) Local area or other || ||(1) Direct expenditure on Projects or programmes || || |
| || || ||(2) Specify the State and district where projects or programmes was undertaken || ||(2) Overhead || || |
| ||From 2% CSR Fund || || || || ||Lacs (Rs) || |
|1 ||Setting up Primary Health Centre ||Promoting Health care ||Project of setting up primary health centres in district Ahmedabad Gujarat ||50 ||21 ||21 ||Through SHARDA Trust |
| ||Total Spend (Rs Lacs) || || || || ||21 || |
Details of the Implementation Agencies:
|Project and Programs ||Theme ||Implementing Agency ||Registration No |
|Setting up Primary Health Centre in Ahmedabad ||Promoting Health ||Strategic Help Alliance for Relief to Distressed Area (SHARDA) Trust ||Registration No. E / 10699 / Ahmedabad Dated 13th December 1995 under Bombay Public Trust Act 1950. |
SECTION - 6
In case the company has failed to spend the two percent of the average net profit ofthe last three financial years or any part thereof the company shall provide the reasonsfor not spending the amount in its Board report.
NOT APPLICABLE. THE COMPANY HAS SPENT THE REQUIRED AMOUNT.
The CSR Committee confirms that the implementation and monitoring of the CSR policy isin compliance with the CSR objectives and policy of the Company.
|Sanjay S. Lalbhai ||Kamal Singal |
|Chairman - CSR Committee ||Managing Director & CEO |
Annexure - C to the Directors Report
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016
[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014] To The MembersArvind Infrastructure Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Arvind InfrastructureLimited (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.
Based on our verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2016 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
1. We have examined the books papers minute books forms and returns filed and otherrecords maintained by Arvind Infrastructure Limited ("the Company") as given in AnnexureI for the financial year ended on 31st March 2016 according to the provisions of:
(i) The Companies Act 2013 ("the Act") and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment
Overseas Direct Investment and External Commercial Borrowings;
2. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):
(i) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(ii) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;
(iii) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(iv) The Securities and Exchange Board of India (Share based Employee Benefits)Regulations 2014;
(v) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not Applicable as the Company did not
issue any such securities during the financial year)
(vi) The Securities and Exchange Board of India (Registrars to Issue and Share TransferAgents) Regulations 1993 regarding the Companies
Act and dealing with client; (Not Applicable as the Company is not registered asRegistrar and Transfer Agents with SEBI)
(vii) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;
(viii) The Securities and Exchange Board of India (Buy back of Securities) Regulations1998 (Not Applicable as the Company has not bought back any of the securities during thefinancial year)
3. We have relied on the representation made by the Company and its Officers forsystems and mechanism formed by the Company for compliances under other applicable ActsLaws and Regulations as applicable to the Company as given in Annexure II.
4. The Company has complied with following specific laws to the extent applicable tothe Company:
1. Transfer of Property Act 1882.
2. The Building and Other Construction Workers (Regulation of Employment andConditions of Services) Act 1996.
3. The Land Acquisition Act 1894.
4. The Contract Labour (Regulation and Abolition) Act 1970
5. The Indian Easements Act 1882.
6. The Gujarat Town Planning and Urban Development Act 1976.
7. The Environment (Protection) Act 1986.
8. The Gujarat Land Revenue Code 1879.
9. The Gujarat Tenancy & Agricultural Lands Act 1948.
10. The Registration Act 1908.
11. The Indian Stamp Act 1899.
12. The Gujarat Stamp Act 1958.
5. We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Asapplicable for the period under audit) (ii) The Listing Agreements entered into by theCompany with Bombay Stock Exchange Limited National Stock Exchange of India Limited andAhmedabad Stock Exchange Limited for the period up to 30th November 2015; (iii) TheListing Agreements entered into by the Company with Bombay Stock Exchange Limited andNational Stock Exchange of India Limited pursuant to Securities and Exchange Board ofIndia (Listing Obligations & Disclosure Requirements) Regulations 2015 for the periodcommencing 1st December 2015 to 31st March 2016; During the period under review theCompany has complied with the provisions of the Act Rules Regulations GuidelinesStandards etc. mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period there were no specific events /actions having a major bearing on the companys affairs except the following:
1. Demerger and transfer of Real Estate Division of Arvind Limited in to the CompanyArvind Infrastructure Limited and Restructuring of the Share Capital of the Companypursuant to order dated 30th March 2015 passed by the Honorable High Court of Gujarat atAhmedabad.
2. Listing of Equity shares of the Company on NSE BSE and ASE w.e.f. 26th August 2015.
3. Delisting of Equity Shares of the Company from the Ahmedabad Stock Exchange w.e.f.23rd December 2015.
| ||For N. V. KATHIRIA & ASSOCIATES |
|DATE: 09.05.2016 ||N. V. KATHIRIA |
|PLACE: AHMEDABAD ||PROPRIETOR |
| ||FCS 4573 |
| ||COP 3278 |
Annexure I List of documents verified
1 Memorandum & Articles of Association of the Company.
2 Annual Report for the financial year ended 31st March 2015.
3 Minutes of the meetings of the Board of Directors Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee and CSR Committee alongwith Attendance Register held during the financial year under report.
4 Minutes of General Body Meetings held during the financial year under report.
5 Statutory Registers viz
- Register of Directors & KMP
- Register of Directors Shareholding
- Register of loans guarantees and security and acquisition made by the Company
- Register of Renewed and Duplicate Share Certificate
6 Agenda papers submitted to all the directors / members for the Board Meetings andCommittee Meetings.
7 Declarations received from the Directors of the Company pursuant to the provisions ofSection 184 of the Companies Act 2013.
8 Intimations received from directors under the prohibition of Insider Trading Code.
9 E-forms filed by the Company from time-to-time under applicable provisions of theCompanies Act 2013 and attachments thereof during the financial year under report.
10 Intimations / documents / reports / returns filed with the Stock Exchanges pursuantto the provisions of Listing Agreement during the financial year under report.
Major General Acts Laws and Regulations as applicable to the Company
1 Transfer of Property Act 1882.
2 The Building and Other Construction Workers (Regulation of Employment andConditions of Services) Act 1996.
3 The Land Acquisition Act 1894.
4 The Contract Labour (Regulation and Abolition) Act 1970
5 The Indian Easements Act 1882.
6 The Gujarat Town Planning and Urban Development Act 1976.
7 The Environment (Protection) Act 1986.
8 The Gujarat Land Revenue Code 1879.
9 The Gujarat Tenancy & Agricultural Lands Act 1948.
10 The Registration Act 1908.
11 The Indian Stamp Act 1899.
12 The Gujarat Stamp Act 1958.
Arvind Infrastructure Limited
Our Secretarial Audit Report of even date is to be read along with this letter.
1. It is the responsibility of the management of the Company to maintain secretarialrecords devise proper systems to ensure compliance with the provisions of all applicablelaws and regulations and to ensure that the systems are adequate and operate effectively.
2. Our responsibility is to express an opinion on these secretarial records systemsstandards and procedures based on our audit.
3. Wherever required we have obtained the managements representation about thecompliance of laws rules and regulations and happening of events etc.
4. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
| ||For N. V. KATHIRIA & ASSOCIATES |
|DATE : 09.05.2016 ||N. V. KATHIRIA |
|PLACE: AHMEDABAD ||PROPRIETOR |
| ||FCS 4573 |
| ||COP 3278 |
Annexure- E to the Directors Report
Information required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
|Particulars ||Status ||Number of times |
| || ||If total remuneration of the director is considered ||If total remuneration of the Director excluding variable pay and commission is considered |
|(i) The ratio of the remuneration of each director to median remuneration of the employees of the company for F Y 2015-16 ||Mr. Pratul Shroff ||1.5 ||0.14 |
| ||Mr. Prem Prakash Pangotra ||1.78 ||0.41 |
| ||Dr. Indira J Parikh ||1.58 ||0.22 |
| ||Mr. Kamal Singal* ||27.94 ||27.94 |
| ||Mr. Sanjay S. Lalbhai ||0 ||0 |
| ||Mr. Kulin S. Lalbhai * Part of the year ||0 ||0 |
|(ii) The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company ||Directors || ||% |
| ||Mr. Pratul Shroff || ||NA |
|Secretary or Manager if any in the financial year || || || |
| ||Mr. Prem Prakash Pangotra || ||NA |
| ||Dr. Indira J Parikh || ||NA |
| ||Mr. Sanjay S. Lalbhai || ||NA |
| ||Mr. Kulin S. Lalbhai || ||NA |
| ||Managing Director& CEO || || |
| ||Mr. Kamal Singal || ||-65.00% |
| ||Company Secretary || || |
| ||Mr. Prakash Makwana || ||-12.00% |
| ||Chief Financial Officer || || |
| ||Mr. Mehul Shah || ||-7.00% |
| ||NA=Not Applicable as no remuneration paid during FY 2014-15 (Appointment date 28th March 2015) Mr. Kamal Singal has drawn remuneration as CEO from1stApril 2014 to 31stMay 2015. w.e.f. 1stJune 2015 he has drawn remuneration as Managing Director& CEO as per Section 197 & Section 198 read with Schedule V of the Companies Act 2013. |
|(iii) The percentage increase in the median remuneration of employees in the financial year ||10.00% |
|(iv) The number of perm anent employees on the rolls of company ||128 |
|(v) The explanation on the relationship between average increase in remuneration and company performance ||During the Financial Year 2015-16 sales increased by 84.61 % from Rs 61.27 Cr. to Rs 113.11 Cr. PBT increased by 70.31 % from Rs 15.93 Cr. to Rs 27.13 Cr. and PAT increased by 57.55 % from Rs 10.98 Cr. to Rs 17.31 Cr. |
(vi) Comparison of the remuneration of the Key Managerial
| || || ||(Rs in Cr) |
|Personnel against the performance of the company ||2014-15 ||2015-16 ||% Increase (Decrease) |
| ||Sales 61.27 ||113.11 ||84.61 |
| ||PBT 15.93 ||27.13 ||70.31 |
| ||Remuneration 3.35 ||1.40 ||-58.23 |
|Particulars ||Status |
|(vii) Variations in the market capitalisation of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the company as at the close of the current financial year and previous financial year ||Equity Share of the Company got listed on 26thAugust 2015. Market capitalisation on date of listing was Rs 137.90 crores and on 31stMarch 2016 it was Rs 214.60 crores. The Closing market price of the Equity Shares of the company on 31st March 2016 was Rs 83.10 and Price Earnings Ratio on that date was 12.40. During the Financial Year 2015-16 the Company has not made any public offers. Source : www.bseindia.com |
|(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration ||Average increase for Key Managerial Personnel and for other employees was about 8% . There is no exceptional increase in remuneration of key Managerial Personnel. |
|(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company ||During the Financial Year 2015-16 sales grew by 84.61% PBT by 70.31% and remuneration of KMPs Decreased by 58 %. |
| ||Remuneration || |
| ||2014-15 ||2015-16 ||% Increase |
| || || ||(Decrease) |
|Managing Director & CEO || || || |
|Mr. Kamal Singal ||2.93 ||1.02 ||-57% |
|Company Secretary || || || |
|Mr. Prakash Makwana ||0.21 ||0.18 ||-1% |
|Chief Financial Officer || || || |
|Mr. Mehul Shah ||0.21 ||0.19 ||0% |
|(x) The key parameters for any variable component of remuneration availed by the directors ||Linked with company performance mainly profit growth. |
|(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year ||There are no such employees. |
|(xii) Affirmation that the remuneration is as per the remuneration policy of the company ||It is affirmed that the remuneration is as per the Remuneration Policy of the Company. |
* Read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and forming part of the Directors Report for the year ended 31st March 2016.