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Arihant Superstructures Ltd.

BSE: 506194 Sector: Infrastructure
NSE: ARIHANTSUP ISIN Code: INE643K01018
BSE 00:00 | 19 Jun 57.00 -1.80
(-3.06%)
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56.10

HIGH

59.30

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56.00

NSE 00:00 | 19 Jun 57.45 -1.30
(-2.21%)
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56.20

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59.45

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OPEN 56.10
PREVIOUS CLOSE 58.80
VOLUME 11506
52-Week high 117.00
52-Week low 45.00
P/E 96.61
Mkt Cap.(Rs cr) 235
Buy Price 56.20
Buy Qty 274.00
Sell Price 57.95
Sell Qty 38.00
OPEN 56.10
CLOSE 58.80
VOLUME 11506
52-Week high 117.00
52-Week low 45.00
P/E 96.61
Mkt Cap.(Rs cr) 235
Buy Price 56.20
Buy Qty 274.00
Sell Price 57.95
Sell Qty 38.00

Arihant Superstructures Ltd. (ARIHANTSUP) - Director Report

Company director report

To the Members

The Directors are pleased to submit the Annual Report of your Company; ArihantSuperstructures Limited (the "Company" or "ASL") along with theAudited Financial Statements for the Financial Year (FY) ended March 31 2018.Consolidated Performance of the Company and its Subsidiaries has been referred to whereverrequired.

1. Financial Performance:

The Financial Performance of the Company for the Financial Year ended 31stMarch 2018 as compared to the previous below: financial year is summarized

Particulars Financial Year ended 31st March 2018 Financial Year ended 31st March 2017*
Consolidated Standalone Consolidated Standalone
Sales and Other Income 18925 10722 18625 13123
Profit before Interest Depreciation & Tax 3849 2274 6436 4845
Interest 1501 630 1013 759
Depreciation 134 62 102 58
Profit/ (Loss) before Tax 2214 1582 5321 4028
Provision for Tax 750 548 1729 1366
Profit/ (Loss) after Tax 1465 1034 3592 2662
Profit/(Loss) for the Year 1465 1034 3592 2662
Add: Balance of Profit and Loss Account 6728 7198 3892 4982
Share of Minority 208 - 310 -
Profit available for Appropriation 7985 8232 7174 7644
Less: Appropriation
Dividend on Equity Shares (excluding tax) 412 412 370 370
Tax on dividends 84 84 75 75
Balance of Profit carried to Balance Sheet 7489 7704 6728 7198

The Audited Consolidated and Standalone Financial Statements of the Company areattached to this Report and the Audited Financial Statements of the Subsidiaries areavailable on the website of the Company at www.asl.net.in for the review of the Members. *The Members are requested to note that the Financial Statements pertaining to FinancialYear 2016-17 are regrouped and re-classified pursuant to the applicability of IndianAccounting Standard.

2. Dividend:

Based on the Company's Performance the Directors are pleased to recommend for approvalof the Members at the Annual General Meeting a Final Dividend of Rs. 0.50/- per EquityShare of the Company for the Financial Year 2017-18.

The Final Dividend on Equity Shares if approved by the Members would involve a cashoutflow of` 24769589/- including Dividend Distribution tax resulting in a payout of23.95% of the Standalone Profits of the .

The Register of Members shall remain close from Saturday 22nd September2018 to Friday 28th September 2018 (both days inclusive) for the purpose ofFinal Dividend and Annual General Meeting.

3. Transfer to Reserve:

The Company does not propose to transfer any amount to the General Reserves.However Company has transferred entire profit to the Reserve and Surplus.

4. Company Financial Performance:

On Consolidated Basis revenue from operations for FY 2017-18 at Rs. 18796 Lakhswas higher by 1.74% over last FY (` 18474 Lakhs in FY 2016-17). Earnings before InterestTax Depreciation and Amortization ("EBITDA") were Rs. 3849 Lakhs registering adecline of 40% EBITDA from Rs. 6436 lakhs. Profit after tax ("PAT") for the FY2017-18 was Rs. 1257 Lakhs which is declined from previous year Rs. 3282 Lakhs.

On Standalone basis revenue from operations for FY 2017-18 at Rs. 10506 Lakhs whichhas declined from previous year of

` 12879 Lakhs. Earnings before Interest Tax Depreciation and Amortization("EBITDA") were 2274 Lakhs registering after declineof53%EBITDAfrom4845Lakhs.Profit tax ("PAT") for the FY 2017-18 was Rs. 1034 Lakhs which is declined fromprevious year Rs. 2662 Lakhs.

5. Accounting Standards and Consolidated Financial Statements:

The Consolidated Financial Statements of the Company and its Subsidiaries preparedin accordance with Accounting Standards issued by the Institute of Chartered Accountantsof India which forms part of this Annual Report.

6. Indian Accounting Standards (Ind AS):

The Financial Statements have been prepared on accrual basis in accordance with IndianAccounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)Rules 2015 (as amended) and the provisions of the Companies Act 2013.

For all periods up to and including the Year ended 31st March 2017 theCompany prepared its Financial Statements in accordance with accounting standards notifiedunder Section 133 of the Companies Act 2013 read together with paragraph 7 of theCompanies (Accounts) Rules 2014 (previous GAAP). These Financial Statements for the Yearended 31st March 2018 are the first Financial Statements of the Company whichhas been prepared in accordance with Ind AS. Refer to note 3 for an explanation of how thetransition from previous GAAP to Ind AS has effected the Company's Financial PositionFinancial Performance and Cash Flows.

The Financial Statements have been prepared on accural and going concern basis underhistorical cost convention except for certain Financial Assets and Liabilities which havebeen measured at fair value (refer accounting policy regarding financial instruments). Ifno such transactions can be identified an appropriate valuation model is used. Impairmentlosses of continuing operations including impairment on inventories are recognised.

The Financial Statements are presented in Indian Rupees ("INR" or"`") and all amounts are rounded to the nearest Lakhs except as statedotherwise.

7. Directors' Responsibility Statement:

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

(a) in the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed and that no material departures have been made from the same; (b) suchAccounting Policies have been selected and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2018 and of the profit andloss of the Company for that period; (c) proper and sufficient care for the maintenance ofadequate Accounting Records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;(d) the Annual Accounts of the Company have been prepared on a going concern basis; (e)Internal Financial Controls have been laid down to be by the Company and that suchinternal Financial Controls are adequate and were operating effectively; (f) proper systemhave been devised to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

8. Deposits:

The Company has not accepted any Deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and accordinglyno disclosures are required in this regard.

9. Subsidiaries and Associate Companies:

All the Subsidiary Companies are Non-material Non-listed Subsidiary Companies asdefined under Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and pursuant to provisions of Section 129(3) of the Companies Act 2013a statement containing salient features of the Financial Statements of the Company'sSubsidiaries in Form AOC-1 is attached to the Financial Statements of the Company.

During the Year the Company does not have any Associate Company in term of applicableprovisions of the Companies Act 2013.

10. Operations Review of Company Projects:

Project: Arihant Aarohi

Residential project located at Kalyan Shil Road. Arihant Aarohi having over 2.5acres area of land. Arihant Aarohi comprising elegant 1BHK & 2BHK. The project hasinternal & external amenities such as 2x2 vitrified

UPVC sound resistant french windows granite top kitchen platform swimming poollibrary children's play area health club gymnasium landscape garden indoor game roompower backups for lifts.

Project: Arihant Adita

Residential project is situated at Pal Road Gangana Jodhpur (Rajasthan) and isjust 1 km from the National Highway. This is first of its type high rise Residentialproject in Jodhpur. The project will provide the people of Jodhpur all state-of-the-artfacilities and amenities in line with projects in Mumbai and other Metro cities. Projectconsists of five phases which have 14 buildings equivalent to saleable area of 1.3 Mnsq.ft. The project has amenities such as swimming pool badminton court basket ballcourt kids play room amphitheater garden lawn steam room gymnasium etc. to name afew.

Project: Arihant Ashray

This is an affordable housing project named as "Arihant Ashray" situatedat Pal Road Gangana Jodhpur (Rajasthan). Project: Arihant Ayati Residentialproject named as "Arihant Ayati" is situated at Devnagar Jodhpur (Rajasthan).This Project is stilt+17 storied Towers consisting Super Luxurious Flats having theinternal and external amenities like 3-burner gas hob & chimney in kitchen UPVCsliding windows with tinted glass high speed lifts swimming pool high health club withgymnasium & steam room green concept at top terrace for cool temperature and externaltexture with pure acrylic paint etc.

Project: Arihant Anchal

This is an Affordable Housing Project named as "Arihant Anchal" locatedat Jodhpur (Rajasthan). Its internal and external amenities like super quality velvettouch paint POP finishedAAC brick walls branded CP sanitary and electrical fittingsmolded panel doors and aluminum sliding window vitrified flooring and designer walltiles lifts and beautiful entrance with grand club house.

Project: Arihant Angan

This is an Affordable Housing Project named as "Arihant Aangan" locatedat Jodhpur (Rajasthan). Its internal and external amenities like super quality velvettouch paint POP finished AAC brick walls branded CP sanitary and electrical fittingsmolded panel doors and aluminum sliding window vitrified flooring and designer walltiles lifts and beautiful entrance with grand club house.

Project: Arihant Aakarshan

This is a residential project located at Chokha Jodhpur. Arihant Aakarshan havingapproximately 6.5 acres kingdom with modern luxuries. Arihant Aakarshan consists ofstilt+20 Storied 7 Magnificent Tower comprising elegant 2BHK 3BHK & 4BHK furnishedSky-bungalows with world-class fixtures & furniture's. The project has internal &external amenities such as 800mm x 800mm vitrified tile flooring modern kitech with waterpurifier gas hob & chimney granite top kitchen platform with double bowls sink andservice-platform bathroom with bathtub basin counter glass partition premium qualityCP fitting and branded sanitary ware module panel main door and bathroom door FRP doorsfor bathrooms UPVC sound resistance French windows luster/velvet touch paint with POP onall walls world-class gymnasium with fitness equipment swimming pool with changingrooms elegant clubhouse lobby banquet hall for parties & celebration privatetheatre exotic spa children amusement golf area indoor games room library lawntennis court.

Project: Arihant Arshiya

Residential project named as "Arihant Arshiya" is situated at KhalapurKhopoli. This project having 20 acres land area.

Arihant Arshiya is a part stilt+8 Storied Towers comprising elegant 1RK 1BHK 2BHKflats. The project is having internal & external amenities such as swimming poollibrary children play area health club- gymnasium& steam room landscape gardenindoor game room temple complex owned shuttle bus service.

11. Operations Review of Company Subsidiaries Projects:

Project: Arihant Aspire

Residential project located at Panvel Navi Mumbai. The project consists of 8Buildings. Arihant Aspire a 42 storied towers comprising elegant studio and 2BHKapartments. The project having internal & external amenities such as Laxmi MatajiTemple intercom facility velvet touch paint with POP in all rooms elegant entrancelobby 4 high speed lifts in each building business lounge landscapes garden swimmingpool with Kids pool gymnasium with club house children's play area amphitheater withparty lawn jogging track meditation center ample car parking basket ball courtexternal camera for security checks.

Project: Arihant Anmol

Residential project located at Jouveli Badlapur (E). Anmol project having 7 acresland area. The project has granite top kitchen platform swimming pool library childrenplay area health club- gymnasium & steam room landscape garden indoor game room S.S. elevator indoor game room & party hall.

Project: Arihant Amisha

Residential project named as "Arihant Amisha" situated at Wawanje TalojaPanvel. This project having 7 acres land area. The project has various amenities such astemple swimming pool health club with gymnasium &steam room Community hall cumsocial activity center & library swimming pool beautiful landscaped garden etc.

Project: Arihant Aloki

Residential project named as "Arihant Aloki" situated at BhisegaonKarjat (E). This project having 6 acres land area.

Arihant Aloki comprising elegant 1BHK & 2BHK 3BHK flats. The project has internal& external amenities such as 2x2 vitrified flooring in all rooms granite top kitchenplatform luster paint aluminum powder coated sliding windows children's play areacommunity hall health club- gymnasium & steam room landscape garden indoor gameroom.

Project: Arihant Clan Aalishan

Residential project named as "Arihant Clan Aalishan" is situated atKharghar Annex Navi Mumbai. This is the one of the tallest project of Navi Mumbai and isstilt + 53 Storied 3 Magnificent Towers consisting 2BHK 3BHK and 4BHK Super LuxuriousFlats having the internal and external amenities such as 800mm x 800mm vitrified tileflooring modern kitchen with water purifier gas hob & chimney granite top kitchenplatform with double bowls sink and service-platform bathroom with bathtub basincounter glass partition premium quality CP fitting and branded sanitary ware mouldedpanel main door and bathroom door FRP doors for bathrooms UPVC sound resistance frenchwindows Luster/velvet touch paint with POP on all walls herbal boulevard & gengarden landscape party area pairidaeza senior citizen garden children's outdoor playarea rain dance arena with water fountain hi-tech gymnasium swimming pool unisex aromaspa with jacuzzi mini theatre aeorbics yoga and meditation center indoor sports clubbadminton & squash court children's creche library and business lounge.

Project: Arihant Anaika

Residential project named as "Arihant Anaika" is situated at Nr. TalojaPhase II Navi Mumbai. Arihant Anaika is a stilt + 4 Storied Towers consisting of 1 BHK2BHK and 3BHK flatshaving the internal and external amenities such as 2x2 vitrifiedflooring tiles POP on all walls luster paint on internal walls granite top kitchenplatform premium quality bathroom moulded panel main door & bedroom doors FRP doorsfor bathroom mesmerizing elevation elegant entrance lobby beautiful landscape gardenswimming pool health club with gymnasium indoor games children's play area.

Project: Arihant Anshula

Residential project named as "Arihant Anshula" is situated at Nr. TalojaPhase II Navi Mumbai. Arihant Anshula is a stilt + 4 Storied Towers consisting of 1 BHK2BHK and 3BHK flats and it is the dated township concept having the internal and externalamenities such as Elegant entrance lobby Ample car parking for all Swimming pollBeautiful landscaped garden Health club with gymnasium & steam room Indoor gamesroom party hall Reputed make elevator in each wing pure acrylic external paintExternal camera for security checks.

12. Board of Directors and Key Managerial Personnels:

The Board of Directors comprise of eminent experienced and reputed Individuals ofthe Industry. During the Year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees andreimbursement of expenses incurred by them for the purpose of attending Meetings of theCompany. Pursuant to the provisions of the Companies Act 2013 following are the changesin the Board of Directors and Key Managerial Personnel's of the Company till the date ofthis Report:

Name of the Director/Key Managerial Personnels DIN/PAN Designation Date of Appointment/ Resignation
Mr. Raj Narain Bhardwaj 01571764 Independent Director Appointed w.e.f. 12/08/2017
Mrs. Vijayalakshmi R. Iyer 05242960 Independent Woman Director Appointed w.e.f. 12/08/2017
Resignation w.e.f. 04/06/2018
Mr. Virendra Mital 00376830 Independent Director Vacation of Office w.e.f 07/09/2017
Mrs. Kamini Shroff 07141404 Independent Woman Director Resignation w.e.f 07/11/2017
Mr. Manish Mehta AACPM6559L Chief Financial Officer Resignation w.e.f: 22/01/2018
Mr. Pradeep Mehta AHBPM4964B Chief Financial Officer Appointment w.e.f: 12/02/2018
Mr. Virendra Mital 00376830 Independent Director Appointment w.e.f. 23/05/2018
Mrs. Vijayalakshmi R. Iyer 05242960 Additional Independent Woman Director Re- Appointment w.e.f. 10/08/2018

The Current Compositions of the Board of Directors of the Company are as follows:

Name of the Director DIN Designation
Mr. Ashok Chhajer 01965094 Chairman & Managing Director
Mr. Nimish Shah 03036904 Whole-time Executive Director
Mr. Virendra Mital 00376830 Independent Director
Mr. Vinayak Nalavde 02047436 Independent Director
Mr. Dinesh Babel 03042254 Independent Director
Mr. Raj Narain Bhardwaj 01571764 Independent Director
Mrs. Vijayalakshmi R. Iyer 05242960 Additional Independent Woman Director

Details of the Current Compositions of Key Managerial Personnels of the Company

Name Designation
Mr. Naval Singh Shekhawat Company Secretary & Compliance Officer
Mr. Pradeep Mehta Chief Financial Officer

The Board places on record its appreciation towards the services and guidance receivedfrom Mrs. Kamini Shroff and Mr. Manish Mehta during their tenure with the Board andCompany.

The Board has on the recommendation of Nomination & Remuneration Committeeappointed Mr. Virendra Mital as Independent Director of the Company. The Company hasreceived the approval of Shareholders through Postal Ballot result declared dated 25thJuly 2018 for appointment of Mr. Virendra Mital as Independent Director for his secondterm of 5 (Five) Years.

The Board welcomes Mrs. Vijayalakshmi R. Iyer on the Board for her re-appointment as aIndependent Woman Director of the Company for second term of 5 (Five) Years. . The Boardhas approved her re-appointment in its Board Meeting held on 10th August 2018and recommended to the Shareholders for their approval in ensuing Annual General Meeting.Pursuant to the provisions of Section 152 and any other applicable provisions of theCompanies Act 2013 Mr. Nimish Shah (DIN: 03036904) Whole-time Executive Director ofthe Company is liable to retire by rotation and offers himself for re-appointment as theWhole-Time Executive Director of the Company by stating his willingness to be re-appointedat this Annual General Meeting.

Pursuant to the provisions of Section 196197198 and any other applicable provisionsof the Companies Act 2013 Mr. Ashok Chhajer (DIN: 01965094) Chairman & ManagingDirector of the Company whose term is expiring on 14th January 2019 isoffering himself for re-appointment as the Chairman & Managing Director of the Companyby stating his willingness to be re-appointed at this Annual General Meeting for next termof 5 (Five) Years.

The complete details and disclosures pertaining to the qualification experienceeducation and other details as required under the Companies Act 2013 SecretarialStandards-2 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are annexed to the Notice to the Annual General Meeting for the Directors seekingappointment/ reappointment. The Board recommends their appointment / re-appointment.

The disclosures pertaining to the Equity Shares held and the Remuneration received bythe Directors and Key Managerial Personnels during the Financial Year 2017-18 aredisclosed in MGT-9 which forms a part of this Report.

13. Board and Committee Meetings:

The Board of Directors meets at regular intervals to discuss the business andcompliance matters of the Company. The details of the Meetings of the Board of Directorsand the Committees of the Board of Directors and their respective constitution are statedin the Corporate Governance Report attached which form part of this Board's Report.

The Board has constituted the following Mandatory and Non-mandatory Committees of theBoard of Directors:

Sr. No. Mandatory Committees Non-Mandatory Committees
1 Audit Committee Executive Committee
2 Nomination and Remuneration Committee Disinvestment Committee
3 Stakeholders' Relationship Committee Fund Raising Committee
4 Corporate Social Responsibility Committee Insider Trading Compliances Committee

The Company Secretary of the Company is the Secretary to each of these Committees.

Separate Meeting of Independent Directors is conducted during every Year in terms ofthe requirements of Schedule IV to the Companies Act 2013 and Regulation 25(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Further the Board ofDirectors have adopted various policies on the functioning and running of the Board ofDirectors as mandated by the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and which are also available on the website of the Company atwww.asl.net.in.

14. Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed both underSection 149(7) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

15. Board Evaluation:

The Board of Directors have carried out an Annual evaluation of its ownperformance Board Committees and individual Director pursuant to the provisions of theCompanies Act 2013 and the Corporate Governance requirements as prescribed by SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the 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 inputsfrom the Committee Members on the basis of the criteria such as the composition ofCommittees effectiveness of Committee Meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee Meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in Meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.

In a separate Meeting of Independent Directors Performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board Meeting that followed the Meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of independent Directorswas done by the entire Board excluding the Independent Director being evaluated.

16. Internal Financial Control Systems and their Adequacy:

The Management continuously reviews the Internal Control Systems and procedures forthe efficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions Financial Reporting and ensures that all itsassets are safeguarded and protected against losses. The Internal Auditor of the Companyconducts the Audit on regular basis and the Audit Committee actively reviews InternalAudit Reports and effectiveness of Internal Control Systems.

Internal Control Systems are implemented to safeguard the Company's assets from loss ordamage to keep constant check on the cost structure to prevent revenue leakages toprovide adequate Financial and Accounting Controls and implement Accounting Standards

17. Statutory Auditors:

M/s Kailash Chand Jain & Co. Chartered Accountants appointed as the StatutoryAuditors of the Company for a period of Four Years in the 31st Annual GeneralMeeting till the conclusion of the Annual General Meeting to be held in the Year 2018subject to ratification of the Members in every Annual General Meeting. Accordingly TheBoard recommends the re-appointment of the Statutory Auditors in this Annual GeneralMeeting for the Second term of 5 (Five) consecutive Years from the conclusion of thisAnnual General Meeting till the conclusion of the Sixth Annual General Meeting from thisAnnual General Meeting.

18. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s D. A. Kamat & Co Practicing Company Secretaries Mumbai to undertakethe Secretarial Audit of the Company for the Financial Year 2017-18 under review. TheSecretarial Audit Report is annexed as Annexure I to this Report.

19. Internal Auditors:

The Board of Directors had appointed M/s MPK & Associates CharteredAccountants Mumbai as the Internal Auditors for the Financial Year 2017-18. The InternalAuditors conduct their review and Audit on a quarterly basis and submit their report tothe Audit Committee and Board of Directors.

Further the Board of Directors have appointed M/s KPMG as the Internal Auditors for theFinancial Year 2018-19 in the Board Meeting held on 23rd May 2018.

20. Comments by the Board on Qualification Reservation or Adverse remark or disclaimerin Audit Report:

There is no Qualification Reservation or Adverse remark in Statutory Audit Reportfor the Financial Year 2017-18.

Further in respect of the comments/ observations made by the Secretarial Auditor theBoard of Directors have taken note of the same and are undertaking necessary steps toensure due compliance of the provisions of Companies Act 2013 Insider Tradingregulations and other specifically applicable laws therein

21. Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a Policy for selection and appointment of Directors Key Managerial Personnels andSenior Management and their Remuneration. The details and extract of the RemunerationPolicy is disclosed in the Corporate Governance Report attached to this Annual Report. Acopy of the Nomination and Remuneration Policy is available on the website of the Companyon www.asl.net.in.

22. Particulars of Contract or Arrangements with Related Party:

The Board of Directors has a Related Party Transaction Policy approved as mandated bythe Companies Act 2013 and SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015. All Related Party Transactions are placed before the Audit Committeeand the Board of Directors along with the Quarterly Financial Results. Further MaterialRelated Party Transactions are also reported to the Stock Exchanges in the QuarterlyCorporate Governance Report. Omnibus Approvals for all repetitive transactions areobtained from Audit Committee and Shareholders' approval for Material Related PartyTransactions undertaken as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is obtained. A copy of the Related Party Transactions Policy isavailable on the website of the Company on www.asl.net.in.

Information on transactions with Related Parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure IIin Form AOC-2 and the same forms part of this Report.

23. Particulars of Loans Guarantees and Investments:

Particulars of Loans given Investments made Guarantees given and Securitiesprovided along with the purpose for which the Loan or Guarantee or Security is proposed tobe utilized by the recipient are provided in the Financial Statements forming part ofthis Annual Report.

24. Risk Management:

The Board of Directors has reviewed the Risk Assessment and Minimization Proceduresas per Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 in Board Meeting of every Quarter for the Financial Year 2017-18. Thereare no material risks which in the opinion of the Management affect the continuity andexistence of the business.

25. Vigil Mechanism and Whistle Blower Policy:

The Company has put in place a Whistle Blower Policy to provide an open andtransparent working environment and to promote responsible and secure Whistle BlowingSystem for Directors and Employees of the Company to raise concern. The Policy broadlycover instances of unethical behavior actual or suspected fraud or violation of theCompany's code of conduct alteration of documents fraudulent financial reportingmisappropriation/misuse of Company's assets manipulation of Company's data pilferage ofproprietary information abuse of authority etc. The Policy provides adequate safeguardagainst victimization of Director(s) / Employee(s) who raise the concern and have accessto the Chairman of Audit Committee who is entrusted to oversee the Whistle BlowerMechanism. Further no personnel have been denied access to the Audit Committee during theFinancial Year under review.

The details of this Policy is explained in the Corporate Governance Report and alsoposted on the website of the Company at www.asl.net.in.

26. Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all Employees in the course of day to day business operations ofthe Company.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated Employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with Stakeholders.

27. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with aview to regulate trading in securities by the Directors and designated Employees of theCompany. The Code requires pre-clearance for dealing in the Company's Shares and prohibitsthe purchase or sale of Company Shares by the Directors and the designated Employees whilein possession of Unpublished Price Sensitive Information in relation to the Company andduring the period when the trading window is closed. The Board is responsible forimplementation of the Code.

All Directors and the designated Employees have confirmed compliance with the Code.

However it was observed by Compliance Officer of the Company that during the yearthere has been violation of SEBI (Prohibition of Insider Trading) Regulations 2015 andCompanies' Code of Conduct by Mr. Dinesh Babel Independent Director of the Company.Immediately same was informed to the Board Members in the Board Meeting held on 10thAugust 2018 and accordingly the Board had constituted the Insider Trading CompliancesCommittee for investigating the said matter and to submit their report to the Board ofDirectors and SEBI.

28. Prevention Prohibition and Redressal of Sexual Harassment of Woman at theWorkplace:

The Company has a zero tolerance policy towards Sexual Harassment of Woman atworkplace. The Company has adopted a policy on Prevention Prohibition and Redressal ofSexual Harassment of Woman at Workplace in accordance with the Sexual Harassment of Womanat Workplace (Prevention Prohibition and Redressal) Act 2013 and no complaints werereceived by the Company during the Year under review.

29. Investors' Relation and Grievances:

During the Year under review the Company has not received any Complaint/Grievancefrom the Investors of the Company. The Company has a dedicated e-mail addressinvestor@asl.net.in and cs@asl.net.in for communication with the Investors. Further asection for Investors with details of the Annual Reports Financial StatementsCommunications to Stock Exchanges and other necessary information is available on thewebsite of the Company on www.asl.net.in. Further the Company is registered on thewebsite of SEBI Complaint Redressal System (SCORES).

30. Corporate Governance Report:

Your Company is committed to maintaining highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by the SecuritiesExchange Board of India (SEBI). As required by SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Corporate Governance Report is given whichforms a part of this Annual Report.

31. Management Discussion and Analysis Report:

In accordance with the Listing Regulations the Management Discussion and AnalysisReport is attached and forms part of this Annual Report.

32. Particulars of Employees:

There are no Employees drawing Remuneration of Rs. 850000 (Rupees Eight Lakhs FiftyThousand) per month or ` 10200000/- (Rupees One Crore Two Lakhs) and above per annumduring the Year under review.

Details pertaining to Remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given in Annexure III of this Report.

33. Extract of the Annual Return:

The details forming part of the extract of the Annual Return in form MGT -9 isannexed as Annexure IV and forms part of this Report.

34. Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the Financial Year2017-18 are set out in Annexure V of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014.

CSR Policy is available on the website of the Company at www.asl.net.in.

35. Conservation of Energy Technology Absorption and Foreign Exchange:

The information required to be furnished pursuant to Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 is enclosed as AnnexureVI and forms part of this Report.

36. Other Disclosures:

(i) There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future duringthe Financial Year 2017-18.

(ii) There are no material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the Financial Year 2017-18and the date of this report.

(iii) There are no details in respect of frauds reported by auditors under Section143(12) of the Companies Act 2013.

(iv) The Managing Director has not received any Remuneration or Commission from anySubsidiaries.

(v) The Company has complied with the Secretarial Standards I and II as issued by theInstitute of Company Secretaries India. (vi) The Company was not required to maintaincost records under Section 148(1) of the Companies Act 2013.

Acknowledgement:

The Board expresses its gratitude and appreciates the assistance and co-operationreceived from the Creditors Banks Government Authorities Customers and Shareholdersduring the Year under review.

For and on behalf of the Board of Directors
Arihant Superstructures Limited
Ashok Chhajer
Place: Navi Mumbai Chairman & Managing Director
Date: August 10 2018 DIN: 01965094

Annexure II

Form No. AOC - 2 as on the Financial Year ended on 31st March 2018

(Pursuant to Section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014)

Form for disclosure of particulars of Contracts/Arrangements entered into by theCompany with Related Parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain Arm's Length Transactions under third provisothereto:

1. Details of Contracts or Arrangements or Transactions not at Arm's LengthBasis:

(a) Name(s) of the Related Party and nature of relationship: NIL

(b) Nature of Contracts/Arrangements/Transactions: NIL

(c) Duration of the Contracts / Arrangements/Transactions: NIL

(d) Salient terms of the Contracts or Arrangements or Transactions including the valueif any: NIL

(e) Justification for entering into such Contracts or Arrangements or Transactions: NIL

(f) Date(s) of approval by the Board: NIL (g) Amount paid as advances if any: NIL

(h) Date on which the Special Resolution was passed in General Meeting as requiredunder first provision to Section 188 of the Companies Act 2013: NIL

2. Details of material Contracts or Arrangement or Transactions at Arm's LengthBasis:

(Rs. in Lakhs)
Name of the Related Party and Nature of Relationship Nature of Contracts/ Arrangements/ Transaction Duration of the Contracts / Arrangements/ Transactions Salient terms of the Contracts or Arrangements or Transactions including the value if any Date(s) of approval by the Board if any Amount paid as advances if any
Mr. Ashok Chhajer – KMP Rent paid On-going 4.80 Board Meeting of every Quarter NA
Mrs. Sangeeta Chhajer – Relative of KMP Rent paid On-going 3.60 Board Meeting of every Quarter NA
Arihant Technoinfra Private Limited - Entitiy in which relatives of KMP are Shareholders and Director Arihant Superstructures Ltd. Purchases On-going 15.69 Board Meeting of every Quarter NA
Holds 5% stake
Arihant Paradise Realty Private Limited - Advance for Office NA 150.00 14.11.2017 150.00
Common Director Purchases

 

For and on behalf of the Board of Directors
Arihant Superstructures Limited
Ashok Chhajer
Place: Navi Mumbai Chairman & Managing Director
Date: August 10 2018 DIN: 01965094

Annexure III DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OFTHE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014

i) Ratio of the Remuneration of each Executive Director to the Median Remuneration ofthe Employees of the Company and Percentage increase in Remuneration of each ExecutiveDirector Chief Financial Officer Chief Executive Director and Company Secretary for theFinancial Year 2017-18 as under:

Sr . No. Name of Director/KMP Designation Ratio of Remuneration to each Director and KMP to Median Remuneration of Employees (on Gross) % increase in Remuneration in FY 2017-18
1 Mr. Ashok Chhajer Chairman & Managing Director and Chief Executive Officer 22.92 : 1 129
2 Mr. Nimish Shah Whole-time Executive Director 20.83 : 1 17
3 Mr. Manish Mehta* Chief Financial Officer NA NA
4 Mr. Pradeep Mehta** Chief Financial Officer NA NA
5 Mr. Naval Singh Shekhawat Company Secretary 3.50 : 1 87

* Mr. Manish Mehta had resigned on 22.01.2018.

** Mr. Pradeep Mehta had been appointed on 12.02.2018.

Since the Remuneration of both CFO is only for part of the Year the Ratio of theirRemuneration to Median Remuneration and % increase in Remuneration is not comparable andhence not stated.

ii) The Percentage increase in the Median Remuneration of Employees in the FinancialYear: NIL (there is no change in Median Remuneration as compared to previous FinancialYear 2016-17)

iii) The number of Permanent Employees on the rolls of Company: 139

iv) Average percentile increase already made in the salaries of Employees other thanthe Managerial Personnel in the last Financial Year and its comparison with the percentileincrease in the Managerial Remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the Managerial Remuneration:

Average percentage increase in salaries of Employees other than ManagerialPersonnel in the last Financial Year 2017-18 was approx. 11.59% (there is no change inMedian Remuneration as compared to previous Financial Year 2016-17). Percentage increasein Managerial Remuneration was 33.30%.

v) Affirmation that the Remuneration is as per the Remuneration Policy of the Company:

The Company affirms Remuneration is as per the Remuneration Policy of the Company.

For and on behalf of the Board of Directors
Arihant Superstructures Limited
Ashok Chhajer
Place: Navi Mumbai Chairman & Managing Director
Date: August 10 2018 DIN: 01965094

Annexure V

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE REPORT:

as on the Financial Year ended on 31st March 2018

[Pursuant to Section 134(3)(m) of the Companies Act 2013 and Rule 8(3) of theCompanies (Accounts) Rules 2014]

(A) CONSERVATION OF ENERGY:

I. Measures adopted for conservation of conventional energy:

a. Use of CFLs metal halide and LED light fixtures in all common areas of residentialprojects.

b. Use of occupancy sensors in commercial project & common areas of large scaleresidential projects.

c. Use of best quality wires cables switches and low self power loss MCCB's andRCCB's.

d. Following standard specifications like colour codes independent neutral andearthing for each circuit to curb energy leakage.

e. Selection of high efficiency transformers (BEE rated) DG sets and other equipments

f. Integration of auto-correction power factor capacitors and harmonic filters in allHT/LT feeder pillars.

g. Use of energy efficient lifts with group control in residential projects.

h. Use of high performance glasses for double glazing facades of commercial buildingsto maintain optimum & ambient indoor environment of occupied spaces which helps inreducing air conditioning load.

i. Use of highly energy efficient air conditioning screw chillers & compressorswith VFD's for commercial building projects.

j. Use of low water flow CP fixtures for common areas of buildings.

k. Use of busduct system for high rise tower thus achieving saving in power due to lowloss factor and better insulation properties and thus increasing the safety of buildingand occupants by considerably reducing chances of fire.

II. Measures adopted for utilizing renewable sources of energy:

Use of solar hot water system consisting of Flat plate solar panels & insulatedwater storage tanks & insulated separate piping for all flats in all our projectsthereby reducing almost 20% demand of conventional energy. This system is alsosuccessfully installed & in operation in 4 projects i.e Arihant Arshiya Phase 1Arihant Anmol Phase 1 & 2 Arihant Aarohi and Arihant Amisha Phase 1.

III. Water Preservation:

a. Rainwater harvesting:

Rain water harvesting is one of the most viable options to meet increasing waterrequirements & also helps in restoring depleted ground water levels of surroundingareas. We have been executing ground water recharge pits & harvesting rainwaterthrough collection tanks for roof-based runoffs in all our projects. This helps inreduction of precious potable drinking water demand of the project by using rain harvestedwater (after primary sedimentation & filtration) for non potable uses such as washing& cleaning needs of residents . Ground recharging system is adopted and installed inall our projects.

b. Sewage treatment plant:

The sewage treatment plants (STP) of total 1150 KLD capacities based on Moving Bio bedReactor technology has been successfully commissioned in 3 of our projects in FY 2017-2018and are also committed to install another 800 KLD capacity for next Financial year byinclusion of STP's in the sewerage design of all our ongoing& future projects. Thegenerated waste water is treated up to the tertiary level conforming to applicable ISstandards and is used for flushing of toilets and landscaping. This helps in reduction offresh water requirement of projects by almost 40%. We also ensure that operation &maintenance of STP's are done by efficient STP vendors for atleast initial 3 years afterinstallation so that it becomes an integral part of daily society maintenance affairs.

Few environment friendly measures adopted for construction phase of all projects:

a. Use of Aerated Autoclaved blocks & fly ash bricks for all our projects includingaffordable housing projects of upto 4 floors buildings.

b. Use of available rain harvested water for construction purposes.

c. Use of energy efficient CFL & LED lamps & highly efficient motors duringconstruction phase.

d. Following standard specifications like colour codes independent neutral andearthing for each electrical circuit's to curb energy leakage.

e. For FY 2017-2018 to install portable & modular STP's for treating grey watergenerated from Labour camps of our large scale projects such as Arihant Aspire & usethe treated water for construction purposes thereby committing ourselves to reduce impacton fresh water sources.

(B) TECHNOLOGY ABSORPTION:

The efforts made towards technology absorption:

I. Membrane based waterproofing systems: Latest Membrane based waterproofingsystem is planned to be use in large residential projects namely Arihant Aalishan andArihant Aspire which shall result in saving in construction time in comparision toconventional Brick bat coba and Box type waterproofing system for basements. By using thiswaterproofing system also shall help in reducing environmental sustainability as thereshall be no use of Red clay bricks and less amount of cement consumption.

The benefits derived:

a) Speed in construction of work.

b) Saving in cost.

c) More environment friendly in comparison to conventional Brick bat coba system &Box type waterproofing system.

II. High speed elevators with Destination dispatch system: As one accesses theelevators through the lobby he or she passes through security which can be cleared by anidentification card which includes the information for one's desired floor. Allpassengers need to do is walk to the designated elevator and wait for its arrival.

The benefits derived:

Elevators with DOAS technology not only helps improve traffic flow and reduce powerconsumption it also enhances building security.

III. In case of imported technology (imported during the last three Years reckoned fromthe beginning of the Financial Year:

No Technology was imported during the Year under review.

(C) Foreign Exchange inflow and outgo during the Financial Year 2017-18 :

Foreign Exchange outgo during the Financial Year 2017-2018 was Rs. 4.43 Lakhs.

For and on behalf of the Board of Directors
Arihant Superstructures Limited
Ashok Chhajer
Place: Navi Mumbai Chairman & Managing Director
Date: August 10 2018 DIN: 01965094