Your Directors are pleased to present the Directors' Report of your Company togetherwith the Audited Financial Statements and the Auditors' Report for the period ended 31stMarch 2018. The summarized financial results for the Financial Year are as under:
During the year under review company has Revenue from operation of Rs. 3931.22 Lakhs(Previous Year: Rs. 5473.66 Lakhs) and Other Income of Rs.1975.64 Lakhs (Previous Year:Rs. 1786.21 Lakhs) and the Gross Profit of the Company amounted to Rs. 234.18 Lakhs(Previous Year: Profit of Rs. 247.62 Lakhs). After providing for Interest & Financecharges and Depreciationthe Company has performed well during the year under reviewdespite poor market conditions and without taking up any new project during the year witha Profit after Tax of is Rs. 42.788 Lakhs as compared to the previous year profit of Rs.145.05 Lakhs).
(Rs. In Lakhs)
|S. No. Particulars ||1st April 2017 to 31st March 2018 ||1st April 2016 to 31st March 2017 |
|I. Total Revenue ||5906.86 ||7259.88 |
|II. Total Expenses ||5672.68 ||7012.26 |
|III Profit before exceptional and extraordinary items and tax (I-II) ||234.18 ||247.62 |
|IV Exceptional items ||- ||- |
|V Profit before extraordinary items and tax (III -IV) ||234.18 ||(247.62) |
|VI Tax expense: || || |
|(1) Current tax ||4.90 ||54.306 |
|(2) Deferred tax ||186.49 ||(48.26) |
|VII Profit (Loss) for the period from continuing operations ||42.788 ||145.05 |
|VIII Transfer to Capital Redemption Reserve ||- ||- |
|IX Profit (Loss) for the period (VII- VIII) ||42.788 ||145.05 |
Your directors do not declare any Dividend for the financial year ended 31st March2018 due to inadequate profit and to Conserve reserves.
During the year under review the company didn't raise funds by way of fixed depositsfrom Public.
Subsidiaries & Joint Ventures /Associates
There are six subsidiaries and one joint ventures of your Company as on 31st March2018. M/s Arihant Griha Limited Vaikunt Housing Limited Varenya Constructions Limitedand Transparent Heights Real Estate Limited are the wholly-owned subsidiaries and M/s.Escapade Real Estate Private Limited with 66.67 % stake and M/s. North Town EstatesPrivate Limited with 65% stake. M/s. Arihant Unitech Realty Projects Limited is JointVenture entity of your Company Your Company does not have any material non-listed IndianSubsidiary Company. No Company ceases to be Subsidiary and M/s. North Town Estates PrivateLtd has become Subsidiary during the year under review. Details of financial statements ofsubsidiaries are given in AoC-1 as Annexure 1.
Performance Plans and Prospects of your Company
Your Company's current year Projects:
In continuation to previous years' project executions during the year under reviewthe Company has exe- cuted and handed over three (3) residential projects andone(1)Commercial project covering an area of4.40 Lakh square feet. The Company' s Projectmanagers are guided by policy and principle in the successful implementation andcompletion of various projects. The Completion certificates for all the following projectshave been obtained and the Company is in the process of handing over of these projectsduring the year 2017-18
|Project name ||Location ||Area (Sqft) |
|Arihant - 'esta (Residential Complex) ||Mugappair Chennai ||194145 |
|Arihant Tiara (Residential Complex) ||Nandambakkam Chennai ||148020 |
|Aira (Residential Complex) ||Egmore Chennai ||13000 |
|The Verge (Commercial complex) ||OMR Chennai ||85000 |
| ||TOTAL ||440165 |
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments made during the year are given in thenotes to the Financial Statements.
The Composition of Directors the Company is in compliance with Section 149 of theCompanies Act and Regulation 17 of the SEBI (Listing Obligations & DisclosureRequirements) Regulation 2015.
A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
There were no changes in the key managerial personnel during the year under review.
B) DECLARATION BY INDEPENDENT DIRECTORS
A declaration by the Independent Directors that they meet the criteria of independenceas provided in sub- section (6) of Section 149 of the Companies Act 2013 was taken onrecord by the Board in their meeting held on F e b ruary142018. The terms and conditionsof appointment of the Independent Directors are placed on the website of the Companyhttp://www . arihantfoundations.com/investors-details/code-of- conduct/
The Company has also disclosed the Directors' familiarization programme on its websitehttp://www . arihantfoundations.com/investors-details/code-of- conduct/
The independent directors have met on 14.02.2018 and reviewed the performance ofnon-executive directors chairman and executive directors and analyzed the flow ofinformation to the Board. All the Independent directors were present at the meeting.
The Board also evaluated its own performance and that of its committees &Independent Directors.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year 8 (eight) Board Meetings and 4 (four) Audit Committee Meetings wereconvened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
The Audit Committee had a number of meetings both formal and internalinteractions with the management team in reviewing Accounts Finances Compliances andRisks and in ensuring improved internal reporting analyses and financialperformances. Given the increasing complexities presented by the new Companies Act andother Laws the Audit Committee has also focused on Compliance and Governance to meet theneeds of the present and the future. When necessary external consultants have beenbrought in to support the Committee and the Management team.
We are happy to report to you that governance of your Company is of a high order as aresult. Further improvements are being implemented.
Nomination and Remuneration Committee has been active in its role as stipulated inSection 178 of the Companies Act 2013. The policy of remuneration of the Directors KMPsand employees are stated elsewhere in the report.
All taxes and statutory dues have been paid. Payment of interest and instalments to theFinancial Institutions and Banks are being made as per schedule. Your Company had notcollected any Fixed Deposits during the Financial Year.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Indian Accounting Standards (IND - AS) on consolidated financialstate ments read with Accounting Standard IND - AS-28 on investment in associates and onfinancial reporting of interest in Joint Venture Auditors Report on the consolidatedfinancial statements audited consolidated Balance Sheet Profit and Loss account and Cashflow statements are provided in the Annual Report.
REPORT ON CORPORATE GOVERNANCE
Your Company ensures good corporate governance by implementing and complying with thepolicies standards set out by Securities and Exchange Board of India and other regulatoryauthorities. The requisite certificate issued by Mrs. G. Subhasree Practicing CompanySecretary confirming compliance with the conditions of Corporate Governance asstipulated under Regulation 34(3) of the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 is attached to this Report as Annexure 2 .
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN -EXCHANGE EARNINGS AND OUTGO.
The necessary details are furnished in Notes to Financial statements no. 2
PARTICULARS OF EMPLOYEES:
Details of employees covered under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in Annexure 3 tothis annual report. Employees at all levels have performed well.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up by yourCompany to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. The number ofcomplaints filed during the year was Nil.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties (as defined under the Companies Act2013) during the financial year were in the ordinary course of business and on an Arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013 and within the ambit of Reg. 23 of the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015. Suitable disclosure as required by the AccountingStandards (AS18) has been made in the notes to the Financial Statements.
The Board has approved a policy for related party transactions which has been uploadedon the Company's website. http://www.arihantfoundations .com/investors-details/code-of-conduct/
Details of transactions with related parties are given in Form AOC - 2 which isattached to this report as Annexure 4.
REMUNERATION POLICY OF THE COMPANY
The objective of the remuneration policy of the Company is to ensure that the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivatedirectors of the quality required to run the company successfully; relationship ofremuneration to performance is clear and meets appropriate performance benchmarks; andremuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period.
iii) the directors have taken proper and sufficient care to maintain adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
iv) the directors have prepared the annual accounts on a going concern basis.
v) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
BUSINESS RISK MANAGEMENT
Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimizerisks. Pursuant to the requirement of Reg. 17(9) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has constituted a Business RiskManagement.
Committee and the details of the Committee are as under:
|S. No. ||Name of the member ||Category |
|1. ||Mr. Ravikant Choudhary ||Chairman Non executive Independent |
|2. ||Mr. A. Damodaran ||Member Non executive Independent |
|3. ||Mr. Bharat Jain ||Member Executive Non Independent Director |
VIGIL MECHANISM / WHISTLE BLOWER MECHANISM
The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The details of the Policy are explained in the Corporate Governance Report and alsoposted on the website of the Company.
CORPORATE SOCIAL RESPONSIBILITY
Obligation to incur expenses under Corporate Social Responsibility is not applicable toyour Company for the current year. A CSR committee of the Board however has beenconstituted and a policy on Corporate Social Responsibility Policy has been uploaded onthe Company's website http://www.arihantfoundations .com/investors-details/code-of-conduct/
STATEMENT PURSUANT TO LISTING AGREEMENT
Your Company's shares are listed with the National Stock Exchange of India Ltd and theBSE Ltd. We have paid the respective annual listing fees and there are no arrears.
REPORT ON CORPORATE GOVERNANCE
A Report on Corporate governance is annexed herewith as Annexure 5. An extractof Annual Return is attached as Annexure 6.
The Company has appointed S. Ramachandra Rao & Associates Chennai (Firm Regn. No.007735S) in the 24th Annual General Meeting held on 30th May 2018 for a period of 5 yearsfrom the ensuing 25th annual general meeting until the conclusion of the Twenty ninthannual general meeting of the Company on such remuneration as may be fixed by the Board ofDirectors subject to ratification by the members every year.The ratification of theauditors is proposed during the current year.The Auditors have confirmed their eligibilityto the effect that their appointment would be within the prescribed limits under the Actand that they are not disqualified for appointment.
The Internal Auditors M/s. Ernst & Young LLP have played an important role instrengthening the Systems and internal Controls within the Company.
The Board appointed Mrs. G. Subhasree Practising Company Secretary Chennai to conductSecretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for theFinancial Year ended March 31 2018 is attached to this Report as Annexure 7.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES OF THE COMPANIES ACT2013:
a) The ratio of the remuneration of each Director to the median employee's remunerationfor the financial year and such other details as prescribed is as given below:
|S. No. ||Name of the Director ||Ratio |
|1. ||Mr. Kamal Lunawath ||5.3316 |
|2. ||Mr. Vimal Lunawath ||5.3316 |
|3. ||Mr. Bharat Jain ||7.9974 |
b) The median remuneration for the period from April 2017 to March 2018 - Rs. 2250741/-
c) The percentage increase in remuneration of the Managing Director Chief FinancialOfficer Company Secretary or Manager if any in the financial year:
Mr. Kamal Lunawath - (Managing Director) : N.A.
Mr. Vimal Lunawath - (Chief Financial Officr) : N.A.
Mrs. J.Meenakshi - (Company Secretary) : N.A.
d) The percentage increase in the median remuneration of employees in the financialyear:
e) The number of permanent employees on the rolls of company: 53
f) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and any exceptionalcircumstances for increase in the managerial remuneration:
Increase in remuneration is based on remuneration policy of the Company.
g) If remuneration is as per the remuneration policy of the company: Yes
The Board wishes to place on record its appreciation of all employees of the Companyfor their wholehearted efforts and contribution to the performance and growth of theCompany.
Your Directors place on record their gratitude for the support and co- operationreceived from CMDA Corporation of Chennai Banks and Financial Institutions CustomersSuppliers and Shareholders and for their continued support. The Board also wish to placeits sincere appreciation to the dedicated and committed team of employees.
Annexure to Directors' Report:
Board of Directors' explanation for the observations made in the Secretarial Auditreport.
Refer observations in the Secretarial Auditors Report regarding non-filing of FormMGT-14 for certain resolutions we hereby explain that the delay in filing the forms wereinadvertent and the Company is in the process of filing the said Forms MGT-14 along withadditional fee and condonation fees as may beapplicable.
| ||For and on behalf of the Board of Directors |
| ||ARIHANT FOUNDATIONS & HOUSING LIMITED |
|Sd/- ||Sd/- |
|(KAMAL LUNAWATH) ||(VIMAL LUNAWATH) |
|Managing Director ||Whole time Director |
|DIN: 00087324 ||DIN:00586269 |
|Place: Chennai || |
|Date: 30.05.2018 || |