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Arihant Foundations & Housing Ltd.

BSE: 531381 Sector: Infrastructure
NSE: ARIHANT ISIN Code: INE413D01011
BSE 11:42 | 28 Oct 64.80 3.05
(4.94%)
OPEN

64.80

HIGH

64.80

LOW

64.80

NSE 11:34 | 28 Oct 64.65 3.05
(4.95%)
OPEN

64.65

HIGH

64.65

LOW

64.65

OPEN 64.80
PREVIOUS CLOSE 61.75
VOLUME 7600
52-Week high 64.80
52-Week low 15.50
P/E 102.86
Mkt Cap.(Rs cr) 56
Buy Price 64.80
Buy Qty 21619.00
Sell Price 0.00
Sell Qty 0.00
OPEN 64.80
CLOSE 61.75
VOLUME 7600
52-Week high 64.80
52-Week low 15.50
P/E 102.86
Mkt Cap.(Rs cr) 56
Buy Price 64.80
Buy Qty 21619.00
Sell Price 0.00
Sell Qty 0.00

Arihant Foundations & Housing Ltd. (ARIHANT) - Director Report

Company director report

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 2020. The summarized financial results for the Financial Year are as under:

WORKING RESULTS:

FINANCIAL PERFORMANCE:

During the year under review company has Revenue from operation of Rs. 1719.64 Lakhs(Previous Year: Rs.6295.93 Lakhs) and Other Income of Rs.2506.04Lakhs (Previous Year:Rs.3205.42Lakhs) and the Gross Profit of the Company amounted to Rs. 201.69 Lakhs(Previous Year: Profit of Rs.201.52Lakhs). After providing for Interest & Financecharges and Depreciation the 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. 151.61 Lakhs as compared to the previous year profit ofRs.146.59Lakhs).

(Rs. In Lakhs)
S. No. Particulars 1st April 201931st March 2020 1st April 201831st March 2019
I. Total Revenue 4225.68 9501.35
II. Total Expenses 4023.98 9299.83
III Profit before exceptional and extraordinary items and tax (I-II) 201.69 201.52
IV Exceptional items - -
V Profit before extraordinary items and tax (III - IV) 201.69 201.52
VI Tax expense:
(1) Current tax 39.89 40.19
(2) Deferred tax 10.18 14.73
VII Profit (Loss) for the period from continuing operations 151.61 146.59
VIII Transfer to Capital Redemption Reserve - -
IX Profit (Loss) for the period (VII- VIII) 151.61 146.59

DIVIDEND

Your directors do not declare any Dividend for the financial year ended 31stMarch 2020 due to inadequate profit and to Conserve reserves.

DEPOSITS

During the year under review the company didn't raise funds by way of fixed depositsfrom Public.

Subsidiaries& Joint Ventures / Associates

There are Seven subsidiaries and one joint ventures of your Company as on 31stMarch 2020. M/s Arihant Griha Limited Vaikunt Housing Limited Varenya ConstructionsLimited Transperent Heights Real Estate

Limited and Verge Realty Private Limited are the wholly-owned subsidiaries and M/s.Escapade Real Estate Private Limited is the subsidiary of your Company with 66.67% stakeand M/s. North Town Estates Private Limited with 65% stake. M/s. ArihantUnitech RealtyProjects Limited is Joint Venture entity of your Company.

Details of financial statements of subsidiaries are given in AoC-1 as Annexure 1.

Performance Plans and Prospects of your Company

ONGOING PROJECTS

Project name Location Area (Sqft)
Arihant Vihaana Kilpauk Garden RoadKilpaukChennai. 56580
Arihant Sriniketan Ganapathy Colony TeynampetChennai. 15207
Arihant Vinyasa Ganapathy Colony TeynampetChennai. 7288
Arihant Vilaya Koramangala Bengaluru. 16699
TOTAL 95774

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments made during the year are given in theNote:11 to the Financial Statements.

DIRECTORS:

During the period the Composition of Directors the Company was in compliance withSection 149 of the Companies Act and Regulation 17 of the SEBI (Listing Obligations &Disclosure Requirements) Regulation 2015.

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review the following are the changes in directors and KeyManagerial Personnel

Sl No Name Designation Appointment/ Resignation Date
1 Mr. Damodaran Arumugam Director Resignation 01/04/2019

B) DECLARATION BY INDEPENDENT DIRECTORS

A declaration by the Independent Directors that they meet the criteria of independenceas provided in subsection (6) of Section 149 of the Companies Act 2013 was taken onrecord by the Board in their meeting held on April 29 2019. The terms and conditions ofappointment of the Independent Directors are placed on the website of the Companyhttps://arihantspaces.com/investors/code-of-conduct/ The Company has also disclosed theDirectors' familiarization programme on its website https://arihantspaces.com/investors/code-of-conduct/

The independent directors have met on 30.05.2020 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 9 (Nine) 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.

AUDIT COMMITTEE:

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 financial performances.Given the increasing complexities presented by the new Companies Act and other Laws theAudit Committee has also focused on Compliance and Governance to meet the needs of thepresent and the future. When necessary external consultants have been brought in tosupport 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.

FINANCE

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 financialstatements read with Accounting Standard IND-AS-28on 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

In accordance with the Indian Accounting Standards (IND-AS) on consolidated financialstatements read with Accounting Standard IND-AS-28on 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.

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 3to this annualreport. 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. https://arihantspaces.com/ investors/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:

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.

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 https:// arihantspaces.com/investors/code-of-conduct/ The Committeehas been reconstituted with Mr. Prateek Khicha Mr.Kamal Lunawath and Mr.Vimal Lunawath

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 extract ofAnnual Return is attached as Annexure 6.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

AUDITORS

The Company has appointed S. Ramachandra Rao & Associates Chennai (Firm Regn. No.007735S) in the 24th Annual General Meeting held on 22nd September 2017 for aperiod of 5 years from the 24th annual general meeting until the conclusion ofthe 29th Annual General Meeting of the Company on such remuneration as may befixed by the Board of Directors.

INTERNAL AUDITORS

The Internal Auditors Mr. Arun Rajan have played an important role in strengthening theSystems and internal Controls within the Company.

SECRETARIAL AUDIT

The Board appointed Mr. V Suresh Practising Company Secretary Chennai to conductSecretarial Audit for the Financial Year 2019-20. The Secretarial Audit Report for theFinancial Year ended March 31 2020 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 5.3203
2. Mr.VimalLunawath 5.3203
3. Mr. Bharat Jain 7.8325

b) The median remuneration for the period from April 2019 to March 2020 Rs. 183414/-

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.VimalLunawath - (Chief Financial Officer) :N.A.

Mr. Sharon Josh - (Company Secretary) :N.A.

d) The percentage increase in the median remuneration of employees in the financialyear: Nil

e) The number of permanent employees on the rolls of company: 57

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.

j) If remuneration is as per the remuneration policy of the company: Yes

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THEYEAR".

No Independent Directors were appointed during the year.

PERSONNEL

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.

ACKNOWLEDGEMENTS

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.

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: 12.11.2020

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