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Ahluwalia Contracts (India) Ltd.

BSE: 532811 Sector: Infrastructure
NSE: AHLUCONT ISIN Code: INE758C01029
BSE 00:00 | 18 Jun 315.05 -3.70
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NSE 00:00 | 18 Jun 318.25 0.60
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OPEN 319.30
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VOLUME 1349
52-Week high 335.00
52-Week low 160.20
P/E 45.59
Mkt Cap.(Rs cr) 2,111
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 319.30
CLOSE 318.75
VOLUME 1349
52-Week high 335.00
52-Week low 160.20
P/E 45.59
Mkt Cap.(Rs cr) 2,111
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ahluwalia Contracts (India) Ltd. (AHLUCONT) - Director Report

Company director report

To the Members

The Directors are pleased to present to you the 41st Annual Report onthe business and operations of your Company along with the Audited Financial Statements ofAccount for the year ended 31st March 2020.

FINANCIAL HIGHLIGHTS

The Standalone and Consolidated Financial Results of the Company forthe Year ended 31st March 2020 is as summarised below:

(Amount Rs. in Lakhs)

Standalone Consolidated
Particulars Year Ended 31st March 2020 Year Ended 31st March 2019 Year Ended 31st March 2020 Year Ended 31st March 2019
Revenue from Operations 188492.69 175471.44 188492.69 175471.44
Other Income 1044.30 977.29 1044.30 977.29
Total Income: 189536.99 176448.73 189536.99 176448.73
Total Expenditure other than Finance Cost and Depreciation and Amortisation 173191.10 153823.43 173195.54 153829.81
Profit Before Finance Cost and Depreciation and Amortisation and Tax 16345.89 22625.30 16341.45 22618.92
Depreciation and Amortisation Expenses 3187.15 2755.79 3187.15 2755.79
Profit Before Finance Cost and Tax 13158.74 19869.51 13154.30 19863.13
Finance Cost (Net) 3499.77 1922.40 3499.77 1922.40
Profit Before Tax 9658.97 17947.11 9654.53 17940.73
Provision for Current Tax 2862.26 6924.47 2862.26 6924.47
Provision for Deferred Tax 353.12 -715.29 353.12 -715.29
Profit after Tax 6443.59 11737.93 6439.15 11731.55
Re-measurement of Defined Benefits Plans 1.76 -183.12 1.76 -183.12
Total Comprehensive Income 6445.35 11554.81 6440.91 11548.43

Restated refer note 55 of Financial Statements

DIVIDEND

Board of Directors has not recommended any dividend for the year ended2019-20.

COVID-19 – A GLOBAL PANDEMIC Project during the pandemic:

Even at this unprecedented situation of COVID-19 ACIL has put itsremarkable footprint by completing one of its hospital projects Pediatrics Intensive CareUnit (PICU) in Muzaffarpur Bihar by following proper safety measures and norms laid downby the Company. Consequently not even a single case of COVID-19 was found duringconstruction.

PICU project was an essential need for the Bihar Government and was ofutmost priority to them as it was constructed to fight with other deadly diseases namelyJapanese Encephalitis and AES. It is a 100-bed PICU hospital with

60-bed specially designed and developed AES ward which has been builtunder Shrikrishna Medical College & Hospital (SKMCH) and handed over to the hospitaladministration for the treatment of AES affected children.

By completing the project in a very quick span of 234 days the Projectsets an example for the nation that pandemic can only affect the project emotionally.However if projects are well managed with full consideration of all risks anduncertainties at the pre-planning stage only then this set up can still enable atrouble-free environment even at such devastating juncture.

One of the greatest learnings from this project entails a mutualunderstanding of client and contractor which always results in faster approvals andpermits which can offset for the delays as well. Hence building relationships among thestakeholders is absolutely necessary.

We at Ahluwalia Contracts are proud of our ‘CORONAWARRIORS' who without being daunted have faced this unprecedented challenge on theground on projects sites and our various offices to ensure that all workers & staffstay safe and work goes on even in face of this extreme adversity.

OUTLOOK

FY 2019-20 has been a challenging year with weakening Industrysentiment given the macro-economic conditions and finally the COVID-19 outbreak and itsterrible impact on lives and livelihoods. The impact of virus and containment efforts haveresulted in supply demand disruptions and sharper growth deceleration. The situationremains volatile with the trajectory of the virus undetermined evolving hot spotgeographies the success of containment measures uncertain the severity and duration ofresulting economic crisis and the extent of structural damage unknown. There are manyunknowns today and hence the near-term outlook is extremely uncertain. We stand unitedwith the nation in the fight against COVID-19 as we navigate our way through these dynamicuncertain times together. Our focus remains on safety of our Employee protecting supplylines contributing to the society and optimising cost and cash.

Despite the near-term ambiguity we remain confident of the medium tolong-term growth prospects of the construction. We are working closely with Governmentsand our clients to ensure that we overcome this global health crisis together. We havenaturally seen strong as well as challenging conditions over the decades and your Companyhas maneuvered through all of these and come out stronger. Although the current situationis much more uncertain than normal we are confident about our ability to manage theimmediate crisis and come out of it in a strengthened competitive position. We remainfocused on delivering consistent competitive profitable and responsible growth throughour fundamentals of growth and sustainable business model.

COMPANY'S PERFORMANCE

The Standalone Total Income for FY 2019-20 was Rs.189536.99 Lakhs(Previous Year: Rs.176448.73) The Operating Profit stood at Rs.15301.59 Lakhs asagainst Rs.21648.01 Lakhs in the Previous Year. The Net Profit for the year stood atRs.6443.59 Lakhs against Rs.11737.93 Lakhs reported in the Previous Year.

The Consolidated Total Income for FY 2019-20 was Rs.189536.99 Lakhs(Previous Year: Rs.176448.73 Lakhs) registering a growth of 7.42%. The ConsolidatedOperating Profit stood at Rs.15297.15 Lakhs (Previous Year: Rs.21641.63 Lakhs). TheConsolidated Profit after tax stood at Rs.6439.15 Lakhs (Previous Year: Rs.11731.55Lakhs).

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resource Development is the framework for helping employeesdevelop their skills knowledge and abilities which in turn improves anorganisation's effectiveness Attracting enabling and retaining talent has been thecornerstone of the Human Resource function and the results underscore the important rolethat human capital plays in critical strategic activities such as growth.

A robust Talent Acquisition system enables the Company to balanceunpredictable business demands with a predictable resource supply through organic andinorganic growth. The Company had an addition of around 200 new joiner's lastfinancial year taking its Total employee count to 2093 Plus Staffers.

An evolved onboarding model helped the Company to effectively integrateassociates acquired through a strong localisation focus. The diverse workforce representsworkers from PAN India with different roots & ethnicity working in harmony &mutual coordination towards a common goal of development & productivity.

The re-imagined focus on competency building of fresh recruits prior tojoining through unique Digital Initial Learning Program approach has enabled fasterrelease of fresher's to projects. Post-Offer engagement activities have alsowitnessed increased focus & exposure for both Principal- Subordinate engagementstowards their development goals.

Continual pursuit to connect with associates on a regular basiscommunicate in an open and transparent manner progressive HR policies and distinctive HRBusiness Partner model guided by One Ahluwalia culture are yielding desired results. Theorganisation develops its workforce through employee training and career development whichimproves organisational effectiveness and performance.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of Business of the Company during theyear under review.

ANNUAL PERFORMANCE

Details of the Company's annual financial performance as publishedon the Company's website and presented during the Analyst Meet after declaration ofannual results can be accessed on the Company's website at www.acilnet.com

CURRENT BUSINESS AND PERFORMACE FROM OPERATIONS

SHARE CAPITAL

The paid-up Equity Share Capital as at 31st March 2020 stood atRs.1339.75 Lakhs. During the year under review the Company has not issued shares orconvertible securities or shares with differential voting rights nor has granted any stockoptions or sweat equity or warrants.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during theyear.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review and till the date of this Report theBoard of the Company consists of the following Directors:

Sl. Name of the Director/ KMP Category of Directorship/ Designation
1 Mr. Bikramjit Ahluwalia Executive Managing Director
DIN:00304947 (Whole Time)
2 Mr. Shobhit Uppal Executive (Whole Time)
DIN:00305264
3 Mr. Vikas Ahluwalia Executive (Whole Time)
DIN:00305175
4 Mr. Sanjiv Sharma DIN: Executive (Whole Time)
08478247*
5 Mr. Arun Kumar Gupta Independent Non-Executive
DIN:00371289
6 Dr. Sushil Chandra Independent Non-Executive
DIN:00502167
7 Dr. Mohinder Sahlot Independent Non-Executive
DIN:01363530
8 Mr. Rajendra Prashad Independent Non-Executive
Gupta DIN: 02537985**
9 Mr. Satbeer Singh Chief Financial Officer
10 Mr. Vipin Kumar Tiwari Company Secretary

* Mr. Sanjiv Sharma was appointed as Whole time Director w.e.f.01-08-2019 ** Mr. Rajendra Prashad Gupta was appointed as Independent Director w.e.f.24-07-2019

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act the following are the KeyManagerial Personnel (KMP) of the Company as on 31st March 2020:

Name of the Director/ KMP Category of Directorship/ Designation
1 Mr. Bikramjit Ahluwalia Executive Managing Director (Whole Time)
DIN:00304947
2 Mr. Satbeer Singh Chief Financial Officer
3 Mr. Vipin Kumar Tiwari Company Secretary

THE DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED DURING THE YEAR

Mr. Shobhit Uppal Dy. Managing Director (Whole Time Director) isliable to retire by rotation in the ensuing Annual General Meeting and being eligibleoffer himself for reappointment. Your Directors recommend his re-appointment as Directorin the fourth coming Annual General Meeting of the Company.

Further The Board of Director of the Company were appointed Mr.Sanjeev Sharma (DIN: 08478247) as a Whole Time Director and Mr. Rajendra Prashad Gupta(DIN: 02537985) as Independent Director of the Company in the 2nd Board Meeting held on24th July 2019 and they were regularised by the Members in the 40th Annual GeneralMeeting of the Company.

The terms and conditions of appointment of the Independent Directorsare in compliance with the provisions of the Companies Act 2013 and are placed on thewebsite of the Company http://acilnet.com/Listing-Compliance.aspx. The Company has alsodisclosed on its website http:// acilnet. com/Listing-Compliance.aspx details of thefamiliarisation programs to educate the Directors regarding their roles rights andresponsibilities in the Company and the nature of the industry in which the Companyoperates the business model of the Company etc.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theprovisions of Companies Act 2013 read with the Schedules and Rules issued thereunder aswell as the SEBI (Listing Obligations and Disclosures Requirement) Regulations 2015

MEETINGS OF THE BOARD

The Board of the Company and its Committees meet at regular intervalsto discuss decide and supervise the various business policies business strategyCompany's performance and other statutory matters. During the year under review theBoard has met five times. The details of the meeting of the Board and its Committees aregiven in Corporate Governance Report. The intervening gap between two Board Meetings didnot exceed 120 days.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and makeinformed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board functionaccording to their respective roles and defined scope: Audit Committee of DirectorsNomination and Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee Risk Management Committee Details of composition terms ofreference and number of meetings held for respective committees are given in the Report onCorporate Governance which forms a part of this Report. Further during the year underreview all recommendations made by the Audit Committee have been accepted by the Board.

AUDIT COMMITTEE

Your Company has a qualified and independent Audit Committee. The AuditCommittee consists of the following members as on date of this Report:

Name of the Directors Designation Nature of Directorship
Mr. Arun Kumar Gupta Chairman Non-executive Independent Director
Dr. Sushil Chandra Member Non-executive Independent Director
Dr. Mohinder Sahlot Member Non-executive Independent Director
Mr. Rajendra Prashad Gupta* Member Non-executive Independent Director
Mr. Shobhit Uppal Member Executive-Dy. Managing Director
Mr. Vikas Ahluwalia Member Executive-Whole Time Director

* Mr. Rajendra Prashad Gupta was appointed as Independent Directorw.e.f. 24-07-2019 and inducted as a new member w.e.f. 24-07-2019 The constitution of theCommittee is in compliance with the provisions of the Act and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended time to time. Thedetailed description & terms of reference of the Audit Committee has been given inCorporate Governance Report. The terms of reference and role of the Committee are as perthe guidelines set out in the Listing Regulations and Section 177 of the Act and rulesmade thereunder and includes such other functions as may be assigned to it by the Boardfrom time to time.

The Committee has adequate powers to play an effective role as requiredunder the provisions of the Act and

Listing Regulations. During the year under review the Board ofDirectors of the Company had accepted all the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee – other details PerformanceEvaluation Criteria for Independent Directors: The performance evaluation criteria forindependent directors is determined by the Nomination and Remuneration Committee. Anindicative list of factors on which evaluation was carried out includes participation andcontribution by a Director commitment effective deployment of knowledge and expertiseintegrity and maintenance of confidentiality and independence of behavior and judgment.

REMUNERATION POLICY

Remuneration policy of the Company is designed to create ahigh-performance culture. It enables the Company to attract retain and motivate employeesto achieve results. The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and the Executive Directors.Annual increments are recommended by the Nomination and Remuneration Committee within thesalary scale approved by the Board and Members and are effective April 1 each year.

The Company pays sitting fees of Rs.20000 per meeting to itsNon-Executive Directors for attending meetings of the Board and meetings of committees ofthe Board. The Company also reimburses the out-of-pocket expenses incurred by theDirectors for attending the meetings. The Remuneration policy is available onhttps://www.acilnet.com The Nomination & Remuneration Committee consists of thefollowing members as on date of this Report:

Name of the Directors Designation Category
Mr. Arun Kumar Gupta Member Non-executive Independent Director
Dr. Sushil Chandra Chairman Non-executive Independent Director
Dr. Mohinder Sahlot Member Non-executive Independent Director

STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of the followingmembers as on date of this Report:

Name of the Directors Designation Nature of Directorship
Dr. Sushil Chandra Member Non-executive Independent Director
Mr. Shobhit Uppal Member Dy. Managing Director
Dr. Mohinder Sahlot Chairman Non-executive Independent Director

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate SocialResponsibility" (CSR) drive the Company has undertaken projects in the areas ofenvironment sustainability preventive health care eradication of hunger educationwomen empowerment health Poor Child Transportation School Building Construction andhygiene. These projects are in accordance with Schedule VII of the Act and theCompany's CSR policy. Eradicating hunger poverty and malnutrition; Promotion ofhealthcare including preventive healthcare; Promotion of education andemployment-enhancing vocational skills; Ensuring environmental sustainability and animalwelfare including measures for reducing inequalities faced by socially & economicallybackward groups; Other areas approved by the CSR Committee within the ambit of CSR Rulesas amended from time-to-time. The Corporate Social Responsibility Committee consists ofthe following Members as on date of this report:

Name of the Directors Designation Nature of Directorship
Dr. Sushil Chandra Chairman Non-executive Independent Director
Mr. Shobhit Uppal Member Dy. Managing Director
Mr. Arun Kumar Gupta Member Non-executive Independent Director

The Report on CSR activities as required under the Companies (CorporateSocial Responsibility Policy) Rules 2014 is annexed as Annexure ‘A' and formsan integral part of this Report. The Policy has been uploaded on the Company'swebsite at www.acilnet.com

RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has formed a Risk ManagementCommittee to frame implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring and reviewing the riskmanagement plan and ensuring its effectiveness. The Audit Committee has additionaloversight in the area of financial risks and controls. The major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. The development and implementation of risk management policy has beencovered in the Management Discussion and Analysis which forms part of this report.

HEALTH SAFETY AND ENVIRONMENT

Health safety and environment: One of the prerequisites for conductingbusiness responsibly is a safe healthy and environment-friendly workplace. Ozone theHealth Safety and Environmental Management System (HSEMS) at Ahluwalia's hasevolved over the years into a robust management system guided by requirements frommultiple stakeholders including clients internal customers vendor partners lawenforcement and regulatory bodies and the communities in which we operate. There is anincreased focus globally on the needs and environmental issues and occupational health andsafety and greater emphasis on compliance with legislations and other requirements.Systems have been established in accordance with internationally recognised standards /specifications and Ahluwalia's is certified to ISO 9001:2015 ISO 14001:2015 and ISO45001:2018 in India locations. Protecting the environment providing the right workplaceambience and safeguarding health and safety of personnel including employees contractworkers and visitors are strategic priorities for us.

The HSEMS includes well-defined policies and procedures and alsostrives to keep interested parties well-informed trained and committed to our HSEprocess.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are annexed as Annexure-"B" and forms part of this report. Further as requiredunder the provisions of Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the name and other Particulars of employees are set outin Annexure B and forms part of this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (‘POSH Act') and Rules madethereunder your Company has constituted Internal Committees (IC). While maintaining thehighest governance norms the Company has appointed external independent persons whoworked in this area and have the requisite experience in handling such matters asChairpersons of each of the Committees. To build awareness in this area the Company hasbeen conducting induction / refresher programmes in the organisation on a continuousbasis. Your Company has also engaged with Government Authority and made suggestions tomake POSH Act more enabling and easier to administer so that matters under this Act can bedealt with more efficiently.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to provide a mechanism to employees of the Company to discloseany unethical and improper practices or any other alleged wrongful conduct in the Companyand to prohibit managerial personnel from taking any adverse action against thoseemployees the Company has laid down a Vigil Mechanism also known as Whistle Blower Policyto deal with instance of fraud and mismanagement if any. The details of the VigilMechanism or Whistle Blower Policy is explained in the Corporate Governance Report andalso posted on the website of the Company. i.e. www.acilnet.com

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamentalto the business of your Company since its inception. A separate report on CorporateGovernance is provided together with a Certificate from the Practicing Company Secretaryregarding compliance of conditions of Corporate Governance as stipulated under ListingRegulations. A Certificate of the MD and CFO of the Company in terms of ListingRegulations inter-alia confirming the correctness of the financial statements and cashflow statements adequacy of the internal control measures and reporting of matters to theAudit Committee is also annexed.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company's Code of Conduct for Prevention of Insider Tradingcovers all the Directors Senior Management Personnel persons forming part ofpromoter(s)/promoter group(s) and such other designated employees of the Company who areexpected to have access to unpublished price sensitive information relating to theCompany. The Directors their relatives senior management personnel persons forming partof promoter(s)/promoter group(s) designated employees etc. are restricted in purchasingselling and dealing in the shares of the Company while in possession of unpublished pricesensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the revised Code ofConduct to regulate fair disclosure Monitor and Report trading by Insiders in line withSEBI (Prohibition of Insider Trading) Amendment Regulation 2018 and the same can beaccessed on the website: http://www.acilnet.com/ about/code-of-conduct

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section on Management Discussion & Analysis report hasbeen incorporated in the Annual Report for the information of the shareholders.

DEPOSITS

During the year under review your Company has neither invited noraccepted any public deposits from the public. Pursuant to the Ministry of CorporateAffairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance ofDeposits) Rules 2014 the Company is required to file with the Registrar of Companies(ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by theCompany which is not considered as deposits. The Company has complied the requirementwithin prescribed timeline.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Familiarisation Program of Independent Directors In compliance with therequirements of SEBI Listing Regulations the Company has put in place a familiarisationprogramme for Independent Directors to familiarise them with their role rights andresponsibility as Directors the operations of the Company business overview etc. Thedetails of the familiarisation programme are explained in the Corporate Governance Reportand the same is also available on the website of the Company and can be accessed on theCompany's website at www.acilnet.com

CREDIT RATING

The Company's financial discipline and prudence is reflected inthe strong credit ratings ascribed by rating agencies as given below:

Facilities Rating Rating Action
Long Term CARE A+;Stable (Single A Plus; Reaffirmed
Bank Facilities Outlook; Stable
Long term / short term CARE A+;Stable/ CARE A1 (Single A Plus; Outlook; Stable/A Reaffirmed
Bank Facilities One)

CRITERIA FOR SELECTION OF CANDIDATES FOR MEMBERSHIP ON THE BOARD OFDIRECTORS AND THE REMUNERATION POLICY

As per the provisions of Section 178 of the Act and other relevantprovisions and on the recommendation of Nomination

& Remuneration Committee the Board has framed a criteria forselection of Directors a policy for remuneration of Directors key managerial personnel("KMP") senior management personnel ("SMP") and other employees. TheCriteria for selection of candidates for Membership on the Board of Directors and theremuneration policy are stated in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance itscommittees and the individual Directors. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

RELATED PARTY DISCLOSURE

All the related party transactions entered during the year were in theordinary course of business and on an arm's length basis. The related partytransactions attracting the compliance under Section 177 of the Act and/or SEBI ListingRegulations were placed before the Audit Committee for necessary approval/review.

The routine related party transactions were placed before the AuditCommittee for their approval. A statement of all related party transactions entered waspresented before the Audit Committee on a quarterly basis specifying the nature valueand any other related terms and conditions of the transactions.

Transactions to be reported in Form AOC-2 in terms of Section 134 ofthe Act read with Companies (Accounts) Rules 2014. Further the details of thetransactions with related parties are provided in the Company's financial statementsin accordance with the Indian Accounting Standards. As per Annexure-"C" TheRelated Party Transactions Policy approved by the Board of Directors of the Company asamended on 30th May 2019 in line with the requirements of the SEBI (LODR) (Amendment)Regulations 2018 has been uploaded on the website of the Company at www.acilnet.com

BUSINESS RESPONSIBILITY STATEMENT

As per SEBI Listing Regulations a Business Responsibility Reportprepared on a voluntary basis covering the performance of the Company on the nineprinciples as per

National Voluntary Guidelines (NVGs) is attached to this Annual Report.

CODES OF CONDUCT FOR DIRECTORS AND SR. MANAGEMENT PERSONNEL

The Company has adopted a Code of Conduct for its Executive Directorsincluding a code of conduct for Independent Directors which suitably incorporates theduties of Independent Directors as laid down in the Act. The Company has also adopted theACIL Code of Conduct for its Sr. Management personnel (GM and above) employees includingthe Managing and Executive Directors.

The above codes can be accessed on the Company's website atwww.acilnet.com In terms of the Listing Regulations all Directors and senior managementpersonnel have affirmed compliance with their respective codes. The CEO & ManagingDirector Whole Time Directors / Independent Director have also confirmed and certifiedthe same which certification is provided at the end of the Report on CorporateGovernance.

SUBSIDIARIES COMPANIES

As on 31st March 2020 the Company had Five (5) Subsidiaries i.e. 100%wholly-owned Subsidiaries the details are as under:

Premsagar Merchants Pvt. Ltd Dipesh Mining Pvt. Ltd
Regd. office: KB-25 Regd. office: KB-25
Salt lake City Sector-iii Salt lake City Sector-iii
Kolkata- 700 098 Kolkata- 700 098
CIN: CIN:
U51109WB2007PTC119814 U13100WB2007PTC115150
Splendor Distributors Pvt. Ltd Jiwanjyoti Traders Pvt. Ltd
Regd. office: KB-25 Regd. office: KB-25
Salt lake City Sector-iii Salt lake City Sector-iii
Kolkata- 700 098 Kolkata- 700 098
CIN: CIN:
U51909WB2007PTC119832 U51109WB2007PTC119680
Paramount Dealcomm Pvt. Ltd
Regd. office: KB-25
Salt lake City Sector-iii
Kolkata- 700 098
CIN:
U51109WB2007PTC119813

Pursuant to provisions of section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's Subsidiariesin Form AOC-1 is annexed as Annexure-"D" to the Boards report of the Company.

PARTICULARS OF LOAN S INVESTMENTS AND GUARANTEES

The details of Loans guarantees and investments covered under Section186 of the Companies Act 2013 form part of the Notes to the financial statements providedin this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of The Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9is provided as Annexure-"E".

STATUTORY AUDITORS

At the 38th Annual General Meeting (AGM) held on 28th September 2017the Members had approved the appointment of M/s. Amod Agrawal & Associates CharteredAccountants (ICAI Firm Registration No.005780N) as the Statutory Auditors for a period of3 years commencing to hold office till the conclusion of the 41st AGM to be held in theyear 2020. Their term to hold office will be expired at the ensuing Annual GeneralMeeting. The Board has recommended for their re-appointment for another period of 5 yearcommencing from the conclusion of this 41st Annual General Meeting until the conclusion ofthe 46th Annual General Meeting. Also The Statutory Auditors have consented to the saidappointment and confirmed that their appointment if made would be within the limitsmentioned under Section 143(3)(g) of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014.

During the period under review no incident of frauds was reported bythe Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.

The standalone and the consolidated financial statements of the Companyhave been prepared in accordance with Indian Accounting Standards (Ind AS) notified underSection 133 of the Act. The Statutory Auditor's report does not contain anyqualifications reservations adverse remarks or disclaimers. The Statutory Auditors waspresent at the last Annual General Meeting (AGM)

COST AUDITORS

Your Board has appointed M/s. N. M & Co. Cost Accountants (FRN000545) as Cost Auditors of the Company for conducting the cost audit for FY 2020-21. Aresolution seeking ratification of remuneration payable to the Cost Auditors for FY2020-21 is provided in the Notice of the ensuing AGM.

The Cost Audit Report and the Compliance Report of your Company for FY2018-19 was filed on 24th January 2020 with the Ministry of Corporate Affairs throughExtensive Business Reporting Language (XBRL). Further the cost accounts and records asrequired to be maintained under Section 148 of the Act are duly made and maintained by theCompany.

SECRETARIAL AUDIT

Mr. Santosh Kumar Pradhan Company Secretaries has been appointed bythe Board of Directors of the Company to carry out the Secretarial Audit under theprovision of Section 204 of the Act for the financial year ended 31st March 2020. TheSecretarial Audit report for financial year ended on 31st March 2020 is enclosed asAnnexure "F".

Further the Secretarial Auditors' Report being self-explanatorydoes not call for any further comments by the Board of Directors as there are noqualifications reservation or adverse remark or disclaimer made in the Audit Report forthe financial year ended 31st March 2020.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures. The Company's internal control system is commensurate with its sizescale and complexities of its operations. The main thrust of internal audit is to test andreview controls appraisal of risks and business processes besides benchmarking controlswith best practices in the industry. The Audit Committee of the Board of Directorsactively reviews the adequacy and effectiveness of the internal control systems andsuggests improvements to strengthen the same. The Company has a robust ManagementInformation System which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors andthe cluster heads are periodically apprised of the internal audit findings and correctiveactions taken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements ofSecretarial Standards 1 and 2 prescribed by the Institute of Company Secretaries of India(ICSI)

CONSERVATION OF ENERGY

The Company's core activities are civil construction which is notpower intensive. The Company is every effort to conserve the usages of Power.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The Company's has not incurred significant amount in R&D andTechnology Absorption.

FOREIGN EXCHANGE - EARNINGS AND OUTGO

(Amount Rs. in Lakhs)

Particulars – Standalone FY 2019-20 FY 2018-19
Foreign Exchange Earnings NIL NIL
Foreign Exchange Outflow mainly on account of
Raw Material - 1085.73
Capital Goods 391.41 NIL
Advance Payment for Raw Material 72.39 64.60
Advance Payment for Capital Goods NIL NIL
Travelling Expenses 11.72 11.50
Consultancy Charges / Technical Fee NIL NIL

DIRECTORS' RESPONSIBILITY STATEMENT

During the FY 2019-20 accordingly pursuant to Section 134(5) of theAct the Board of Directors to the best of its knowledge and ability confirm that basedon the framework of IFC and compliance systems established and maintained by the Companywork performed by the internal statutory cost auditors secretarial auditors andexternal consultants including audit of IFC for financial reporting by the statutoryauditors and the reviews performed by management and the relevant Board Committeesincluding the Audit Committee the Board is of the opinion that the Company's IFCwere adequate and effective

a) in the preparation of the annual accounts the applicable accountingstandards had been followed and there are no material departures;

b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concernbasis;

e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively (refer section 10);

f) the Directors had devised proper systems to ensure compliance withthe provision of all applicable laws and that such systems were adequate and operatingeffectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEENTHE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect thefinancial position of the Company that have occurred between the end of the financialyear to which the financial statements relate and the date of this report.

STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited (BSE) NationalStock Exchange of India Limited and Calcutta Stock Exchange Association (CSE). The listingfee for the financial year 2020-21 has been paid to BSE CSE and National Stock Exchangeof India Limited.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has transferred to IEPF a sum of Rs. NIL to InvestorEducation and protection fund in compliance with provisions of the Companies Act 2013.The said amount represents dividend for the year 2011-12 which remained unclaimed by theshareholders of the Company for period exceeding 7 years from its due date of payment.

ACKNOWLEDGEMENTS

On behalf of the Directors of the Company I would like to place onrecord our deep appreciation to our shareholders clients business partners vendors -both international and domestic bankers financial institutions and others for all thesupport rendered during the year under review.

The Directors are thankful to the Government of India the variousministries of the State Governments the central and state electricity regulatoryauthorities municipal authorities of Mumbai and Delhi and local authorities in areaswhere we are operational in India; and for all the support rendered during the year underreview.

Finally we appreciate and value the contributions made by all ouremployees and their families for making the Company what it is.

On behalf of the Board of Directors
Ahluwalia Contracts (India) Ltd
Sd/-
(Bikramjit Ahluwalia)
Chairman & Managing Director
DIN: 00304947
Date: 14-08-2020
Place: New Delhi