You are here » Home » Companies » Company Overview » Arihant Superstructures Ltd

Arihant Superstructures Ltd.

BSE: 506194 Sector: Infrastructure
NSE: ARIHANTSUP ISIN Code: INE643K01018
BSE 00:00 | 06 Dec 186.45 -1.30
(-0.69%)
OPEN

187.00

HIGH

189.75

LOW

184.70

NSE 00:00 | 06 Dec 186.90 -0.05
(-0.03%)
OPEN

192.90

HIGH

192.90

LOW

185.00

OPEN 187.00
PREVIOUS CLOSE 187.75
VOLUME 69451
52-Week high 196.75
52-Week low 26.55
P/E 27.62
Mkt Cap.(Rs cr) 767
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 187.00
CLOSE 187.75
VOLUME 69451
52-Week high 196.75
52-Week low 26.55
P/E 27.62
Mkt Cap.(Rs cr) 767
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Arihant Superstructures Ltd. (ARIHANTSUP) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Annual Report of your Company;Arihant Superstructures Limited (the Company" or "ASL") along with theAudited (Stand-alone and Consolidated) Financial Statements for the Financial Year endedMarch 31 2021.

FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ending on March 312021 is summarised as below:

(Rs. in lakhs)

Particulars Standalone Consolidated
FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Sales and Other Income 10722.35 6113.59 27230.61 23785.17
Profit before Interest Depreciation & Tax 1421.45 710.87 5016.32 4765.53
Interest 961.20 774.70 2809.55 3010.60
Depreciation 73.91 79.47 203.92 203.76
Profit/ (Loss) before Tax 386.34 (143.30) 2002.85 1551.17
Provision for Tax (3.77) (1.76) 428.81 452.77
Profit/ (Loss) after Tax 390.11 (141.54) 1574.04 1098.40
Profit/(Loss) for the Year 390.11 (141.54) 1574.04 1098.40
Share of Minority - - 456.91 550.16
Profit carried to the Balance Sheet 390.11 (141.54) 1117.13 548.24

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.

The Financial Statements have been prepared on accrual 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 allamounts are rounded to the nearest Lakhs except as stated otherwise.

COMPANY PERFORMANCE OVERVIEW

During the year under review the revenue from operations of the company increasedfrom Rs. 23785.17 Lakhs in FY 2019-20 to Rs. 27230.61 Lakhs in FY 2020-21 on aconsolidated basis. The revenue from operations on a stand-alone basis increased from Rs.6113.59 Lakhs in FY 2019-20 to 10722.35 Lakhs in FY 2020-21.

The profit after tax for the FY 2020-21 on a stand-alone basis was Rs. 390.11 Lakhs asagainst the loss after tax (Rs. 141.54) Lakhs for FY 2019-20. The profit after tax for theFY 2020-21 on a consolidated basis was Rs. 1574.04 Lakhs in FY 2020-21 as against theprofit after tax of Rs. 1098.40 Lakhs for FY 2019-20. The increase in the consolidatedprofit after tax for FY 2020-21 was on account of the positive financial performance ofthe entire group.

PROJECTS AND OPERATIONS OF THE COMPANY

The current projects and operations of the company are as follows:

Project: Arihant Aarohi

Residential project located at Kalyan Shil Road. Arihant Aarohi having over 2.5 acresarea of land. Arihant Aarohi comprising elegant 1BHK & 2BHK. The project has internal& external amenities such as 2x2 vitrified tilling in all rooms UPVC sound resistantFrench windows granite top kitchen platform swimming pool library children's playarea health club gymnasium landscape garden indoor game room power backups for lifts.

Project: Arihant Adita

Residential project is situated at Pal Road Gangana Jodhpur (Rajasthan) and is just 1km from the National Highway. This is first of its type high rise Residential project inJodhpur. The project will provide the people of Jodhpur all state-of-the-art facilitiesand amenities in line with projects in Mumbai and other Metro cities. Project consists offive phases which have 14 buildings equivalent to saleable area of 1.3 Mn sq.ft. Theproject has amenities such as swimming pool badminton court basketball court kids playroom amphitheater garden lawn steam room gymnasium etc. to name a few.

Project: Arihant Aangan

This is an Affordable Housing Project named as Arihant Aangan located at Jodhpur(Rajasthan). Its internal and external amenities like super quality velvet touch paintPOP finished AAC brick walls branded CP sanitary and electrical fittings moulded paneldoors and aluminium sliding window vitrified flooring and designer wall tiles lifts andbeautiful entrance with grand club house.

Project: Arihant Ayati

Residential project named as "Arihant Ayati" is situated at Devnagar Jodhpur(Rajasthan). This Project is stilt+17 storied Towers consisting Super Luxurious Flatshaving the internal and external amenities like3-burner gas hob & chimney in kitchenUPVC sliding windows with tinted glass high speed lifts swimming pool high health clubwith gymnasium & steam room green concept at top terrace for cool temperature andexternal texture with pure acrylic paint etc.

Project: Arihant Anchal

This is an Affordable Housing Project named as "Arihant Anchal" located atJodhpur (Rajasthan). Its internal and external amenities like super quality velvet touchpaint POP finished AAC brick walls branded CP sanitary and electrical fittings mouldedpanel doors and aluminium sliding window vitrified flooring and designer wall tileslifts and beautiful entrance with grand club house.

Project: Arihant Arshiya

Residential project named as "Arihant Arshiya" is situated at KhalapurKhopoli. This project having 20 acres land area. Arihant Arshiya is apart stilt + 8Storied Towers comprising elegant 1 RK 1 BHK 2 BHK flats. The project is having internal& external amenities such as swimming pool library children play area healthclub-gymnasium & steam room landscape garden indoor game room temple complex ownedshuttle bus service.

The following projects are currently being undertaken by the subsidiary companies:

Project: Arihant Advika

Residential project located at prime location of Vashi Navi Mumbai. The luxury projecthas 2 towers with 26 storey each. The project has spacious 2 3 4 BHK with podiumamenities. The amenities offered are heated swimming pool party lawn open gym joggingtrack yoga deck business centre mini theatre banquet hall and kids play area. Alsothe project boasts some top class infrastructure like thermostat bath fittings Italianmarble flooring and security system.

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 2 BHKapartments. 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 clubhouse children's play area amphi theatre withparty lawn jogging track meditation center ample car parking basketball courtexternal camera for security checks.

Project: Arihant Anmol

Residential project located at Jouveli Badlapur (E). Anmol project having 7 acres landarea. The project has granite top kitchen platform swimming pool library children playarea 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 centre &library swimming pool beautiful landscaped garden etc.

Project: Arihant Aloki

Residential project named as "Arihant Aloki" situated at Bhisegaon Karjat(E). This project having 6 acres land area. Arihant Aloki comprising elegant 1 BHK & 2BHK 3 BHK flats. The project has internal & external amenities such as 2 x 2vitrified flooring in all rooms granite top kitchen platform lustre paint aluminiumpowder coated sliding windows children's play area community hall health club-gymnasium & steam room landscape garden indoor game room.

Project: Arihant Clan Aalishan

Residential project named as "Arihant Clan Aalishan" is situated at KhargharAnnex Navi Mumbai. This is the one of the tallest project of Navi Mumbai and is stilt +53 Storied 3 Magnificent Towers consisting 2 BHK 3 BHK and 4 BHK Super Luxurious Flatshaving the internal and external amenities such as 800 mm x 800 mm vitrified tileflooring modern kitchen with water purifier gas hob & chimney granite top kitchenplatform with double bowls ink and service-platform bathroom with bath tub basincounter glass partition premium quality CP fitting and branded sanitary ware mouldedpanel main door and bathroom door FRP doors for bath rooms UPVC sound resistance Frenchwindows Luster /velvet touch paint with POP on all walls herbal boulevard & gengarden land scape 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 aerobics yoga and meditation centre indoor sports clubbadminton & squash court children screech library and business lounge.

Project: Arihant Anaika

Residential project named as "Arihant Anaika" is situated at Nr. Taloja PhaseII Navi Mumbai. Arihant Anaika is a stilt + 10 Storied Towers consisting of spacious 1BHK and 2 BHK having the internal and external amenities such as 2 x 2 vitrified flooringtiles POP on all walls lustre paint on internal walls granite top kitchen platformpremium quality bathroom moulded panel main door & bed room doors FRP doors forbathroom 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 BHK2 BHK and 3 BHK flats and it is the dated township concept having the internal andexternal amenities such as Elegant entrance lobby Ample car parking for all Swimmingpoll Beautiful landscaped garden Health club with gymnasium & steam room Indoorgames room party hall Reputed make elevator in each wing pure acrylic external paintExternal camera for security checks.

IMPACT OF COVID-19

The country witnessed lockdown being implemented in India in the second fortnight ofMarch 2020. There were also restrictions of varying extent across larger part of theworld due to the COVID-19 pandemic. This impacted the business operations of the Companysignificantly. Since June 2020 the Company started resuming operations in itsconstruction sites and registered office after taking requisite permissions fromGovernment authorities. By staying true to its purpose and its values the top-mostpriority for the Company was to ensure the safety of its employees.

Standing by its core commitment the Company is navigating through these unprecedentedtimes by building stronger and deeper relationships with consumers and its partners. TheCompany is supporting various Government Initiatives and helping communities around tofight the pandemic. Detailed information on the same has been included under theManagement Discussion & Analysis report forming part of this Annual Report.

TRANSFER TO RESERVES

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

DIVIDEND

The Board of Directors do not recommend any Final Dividend for the Financial Year2020-21 with a view to conservation of the financial resources of the company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act Regulation 33 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations") and applicableAccounting Standards the Audited Consolidated Financial Statements of the Company for thefinancial year 2020-21 together with the Auditors' Report form part of this AnnualReport.

SUBSIDIARY COMPANIES

The Company has 4 (four) unlisted subsidiaries the details of which are stated below:

Name of the Material Subsidiaries Name of Non-Material Subsidiaries
Arihant Aashiyana Private Limited Arihant Abode Limited
Arihant Vatika Realty Private Limited Arihant Gruhnirman Private Limited

A statement containing the salient features of financial statements of subsidiaries ofthe Company in the prescribed Form AOC - 1 forms a part of Consolidated FinancialStatements in compliance with Section 129 (3) and other applicable provisions if any ofthe Act read with Rules.

In accordance with Section 136 of the Act the audited financial statements includingthe CFS and related information of the Company and the financial statements of each of thesubsidiary and associate companies are available on our website. The necessarydisclosures in respect of the material subsidiaries are displayed under the CorporateGovernance website of the company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprise of eminent and experienced professionals in theIndustry. The current composition of the Board of Directors are as follows:

No Name of Director (DIN) Designation
1 Mr. Ashok B Chhajer (DIN: 01965094) Chairman & Managing Director
2 Mr. Nimish Shah (DIN: 03036904) Whole-time Director
3 Mr. Virendra Mital (DIN: 00376830) Independent Director
4 Mr. R N Bhardwaj (DIN: 01571764) Independent Director
5 Ms. Divya Momaya (DIN: 00365757) Woman Independent Director
6 Mrs. Chandra Iyengar (02821294) Additional Woman Independent Director

Changes in the composition of the Board of Directors

The following changes occurred during FY 2020-21 till the date of this Report:

No Name of Director (DIN) Details of change Date of change
1 Ms. Divya Momaya (DIN: 00365757) Appointment June 16 2020
2 Ms. Sangeeta Chhajer (DIN: 01965110) Resignation October 21 2020
3 Mrs. Chandra Iyengar (02821294) Appointment October 21 2020

The Board places on record its appreciation for the services of Ms. Sangeeta Chhajerduring their tenure with the Board.

Appointment at the AGM

During the year Mrs. Chandra Iyengar (02821294) was appointed as an Additional WomanIndependent Director for a period of 5 (five) years with effect from 21stOctober 2020. Mrs. Chandra Iyengar (02821294) holds office in terms of Section 161(4) ofthe Companies Act 2013 till the date of this Annual General Meeting.

The above appointment is recommended by the Nomination & Remuneration Committee ofthe Board in line with the Nomination & Remuneration Policy of the Company. Thecompany has received Notices under Section 160 of the Companies Act 2013 proposing theabove appointments. The details of the Directors including their terms and remunerationas required under the Companies Act 2013 and Secretarial Standards are attached to theAGM Notice. The Board recommends the appointment of the above Director.

Mr. Nimish Shah retires by rotation at this AGM and being eligible has offered himselffor re-appointment. The Board recommends the same.

Declaration of Independent Directors

The Company has received the following declarations from all the Independent Directorsconfirming that:

• They meet the criteria of independence as prescribed under the provisions of theAct read with the Schedules and Rules issued thereunder as well as of Regulation 16 ofthe Listing Regulations.

• In terms of Rule 6(3) of the Companies (Appointment and Qualification ofDirectors) Rules 2014 they have registered themselves with the Independent Director'sdatabase maintained by the Indian Institute of Corporate Affairs Manesar.

• In terms of Regulation 25(8) of the Listing Regulations they are not aware ofany circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations the Board of Directors hasensured the veracity of the disclosures made under Regulation 25(8) of the ListingRegulations by the Independent Directors of the Company.

Certificate on Disqualification of Directors

In terms of the provisions of Regulation 34(3) and Schedule V Para C clause (10)(i) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas obtained a Certificate from M/s D A Kamat & Co Company Secretaries in respect ofthe non-disqualification of the Directors. This certificate forms a part of this report.

Key Managerial Personnel

The Key Managerial Personnel of the Company as on the date of this Report are asfollows:

Name Designation Date of appointment
Mr. Ashok Chhajer Managing Director April 1 2011
Mr. Deepak Lohia Chief Financial Officer February 12 2020
Mr. Govind Rao Company Secretary November 16 2018

MEETINGS OF BOARD OF DIRECTORS

The Board of Directors during Financial Year 2020-21 met 6 (six) times. The Board ofDirectors meets at regular intervals to discuss the business and compliance matters of theCompany. The details of the Meetings of the Board of Directors and the Committees of theBoard of Directors and their respective constitution are stated in the CorporateGovernance Report attached which forms a part of this Board's Report.

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

Mandatory Committees Non-Mandatory Committee
Audit Committee Executive Committee
Nomination & Remuneration Committee Disinvestments Committee
Stakeholders' Relationship Committee Fund raising Committee
Corporate Social Responsibility Committee Insider Trading compliance Committee
Risk Management Committee
Sub Committee

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

During the year under review all the recommendations made by the Audit Committee wereapproved by the Board of Directors.

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 of Directors have adopted various policies on the functioning andrunning of the Board of Directors as mandated by the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and which are also available on the website ofthe Company at www.asl.net.in.

VIGIL MECHANISM

The Company has a robust vigil mechanism through its Whistle Blower Policy approved andadopted by Board of Directors of the Company in compliance with the provisions of Section177 (10) of the Act and Regulation 22 of the Listing Regulations.

The Policy also provides protection to the directors employees and business associateswho report unethical practices and irregularities. Any incidents that are reported areinvestigated and suitable action is taken in line with the Whistle Blower Policy. TheWhistle Blower Policy of the Company can be accessed at website of the Company atwww.asl.net.in

NOMINATION AND REMUNERATION POLICY

The salient features of the Nomination and Remuneration Policy of the Company are setout in the Corporate Governance Report which forms part of this Annual Report. The saidPolicy of the Company inter alia provides that the Nomination and Remuneration Committeeshall formulate the criteria for appointment & re-appointment of Directors on theBoard of the Company and persons holding Senior Management positions in the Companyincluding their remuneration evaluation and other matters as provided under Section 178of the Act and Listing Regulations. The copy of the Policy can be found under theInvestors section on http://www.asl.net.in.

REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL SENIOR MANAGEMENT AND EMPLOYEES

The remuneration paid to the Directors Key Managerial Personnel and Senior Managementis in accordance with the Nomination and Remuneration Policy formulated in accordance withSection 178 of the Act and Regulation 19 of the Listing Regulations.

The information required under Section 197 of the Act read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in respect of Directors/ employeesof the Company is set out in Annexure - I to this Report.

PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for effective evaluation of the performanceof Individual Directors Committees of the Board and the Board as a whole.

The Board formally assesses its own performance based on parameters which inter aliainclude performance of the Board on deciding long term strategy rating the compositionand mix of Board members discharging of governance and fiduciary duties handlingcritical and dissenting suggestions etc.

The parameters for the performance evaluation of the Directors include contributionmade at the Board meeting attendance instances of sharing best and next practicesdomain knowledge vision strategy engagement with senior management etc.

The Chairperson(s) of the respective Committees based on feedback received from theCommittee members on the outcome of performance evaluation exercise of the Committeeshares a report to the Board.

The Independent Directors at their separate meeting review the performance of:non-independent directors and the Board as a whole Chairperson of the Company aftertaking into account the views of Executive Director and non-executive directors thequality quantity and timeliness of flow of information between the Company management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.

Based on the outcome of the performance evaluation exercise areas have been identifiedfor the Board to engage itself with and the same would be acted upon. The details of theevaluation process are set out in the Corporate Governance Report which forms a part ofthis Annual Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board are familiarized with theoperations and functioning of the Company. The details of the training and familiarizationprogram are provided in the Corporate Governance report and website of the Company atwww.asl.net.in.

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) Such Accounting Policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2021 and of the profit and loss ofthe Company for that period;

(c) Proper and sufficient care for the maintenance of adequate Accounting Records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor 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 systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company during the yearunder review with Related Parties were in ordinary course of business and on arm's lengthbasis in terms of provisions of the Act. The Company's Policy on dealing with andMateriality of Related Party Transactions is available on the website of the Company atwww.asl.net.in

All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on dealing with and materiality of Related PartyTransactions and the Related Party Framework formulated and adopted by the Company.During the year under review the Related Policy Framework was suitably amended to giveeffect to the changes in the relevant provisions of law.

There are no materially significant related party transactions that may have potentialconflict with interest of the Company at large. The details of the related partytransactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes to theStandalone Financial Statements of the Company. The company also obtains suitable approvalof the members for the materially significant related party transactions in line withRegulation 24 of the Listing Regulations. The approval of the materially significantrelated party transactions for Financial Year 2021-22 is sought at the forthcoming AnnualGeneral Meeting of the Company. The same is recommended by the Audit Committee and theBoard of Directors.

The Company in terms of Regulation 23 of the Listing Regulations submits within 30 daysfrom the date of publication of its standalone and consolidated financial results for thehalf year disclosures of related party transactions on a consolidated basis in theformat specified in the relevant accounting standards to the stock exchanges.

The said disclosures can be accessed on the website of the Company at www.asl.net.in.Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014 is set out in the Annexure - II to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the Corporate Social Responsibility (CSR) Committee of theBoard in accordance with the provisions of Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibilities) Rules 2014 as amended. During theyear the said policy has been reviewed by the Board of Directors of the Company.

The Company has in FY 2020-21 undertaken CSR Spent of Rs. 3860425.00 (Thirty EightLakhs Sixty Thousands Four Hundred & Twenty Five Only). The unspent CSR liability ofRs. 1084201.00 (Ten Lakh Eighty Four Thousands Two Hundred & one only) has beentransferred to an "unspent CSR A/C for FY 2020-21" before 30th April 2021. TheCSR policy of the company is displayed on the website of the company on www.asl.net.in.The company is committed to undertaking its CSR responsibility and initiatives in letterand spirit and will undertake the spend towards effective causes in line with the CSRpolicy of the company.

The Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2021 in accordance with Section 135 of theAct and Companies (Corporate Social Responsibility Policy) Rules 2014 (including anystatutory modification(s) or re- enactment(s) thereof for the time being in force) is setout in Annexure - III to this report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of Companies Act 2013 theAnnual return as on March 31 2021 is available on the website of the company onwww.asl.net.in

AUDITORS AND AUDITORS' REPORT

Statutory Auditors and their Report

The Company has appointed M/s Kailash Chand Jain & Co Chartered Accountants (FirmRegn No. 112318W) as the Statutory Auditors for a period of 5 years in their 35thAGM held on September 28 2018. They hold office till the AGM to be held in 2023. TheBoard has received a consent and letter from the Statutory Auditors stating theireligibility to conduct the Statutory Audit for the Financial Year 2021-22.

The Statutory Auditors' Report being self-explanatory do not require any reply fromthe Board of Directors of the Company. Secretarial Auditors and their Report

The Company has appointed M/s D A Kamat & Co Company Secretaries as theSecretarial Auditors of the Company for FY 2020-21 under the provisions of Section 204 ofthe Companies Act 2013. The Secretarial Auditors Report for Financial Year 2019-20 isattached as Annexure - IV to this Report.

The Secretarial Compliance Report for the financial year ended March 31 2021 inrelation to compliance of all applicable SEBI Regulations/circulars/ guidelines issuedthereunder pursuant to requirement of Regulation 24A of Listing Regulations is availableon the website of the Company.

The Secretarial Auditors' Report and Secretarial Compliance Report is self-explanatoryand the comments thereon do not require any reply from the Board of Directors of theCompany.

Cost Auditors

The Company is not required to appoint any Cost Auditors for the Company during theyear under review.

Internal Auditors

The Board had appointed M/s Anjani Goyal & Co. Chartered Accountants as theInternal Auditors for FY 2020-21. The Board has appointed M/s Anjani Goyal & CoChartered Accountants as the Internal Auditors for Financial Year 2021-22. The remarks ofthe Internal Auditors Report are placed before the Audit Committee and Board of Directorsfor their review and process improvement.

INTERNAL FINANCIAL CONTROLS

The Management continuously reviews the Internal Control Systems and procedures for theefficient 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.

RISK MANAGEMENT POLICY

The Board of Directors in their meeting held on June 27 2020 have constituted a RiskManagement Committee consisting of the heads of finance administration and operations ofthe company. The same is chaired by an Independent Director. The Risk Management Committeeof the Company has been entrusted by the Board with the responsibility of reviewing therisk management process in the Company and ensuring that the risks are brought withinacceptable limits.

Mitigation plans to significant risks are well integrated with functional and businessplans and are reviewed on a regular basis by the senior leadership. The Company endeavoursto continually sharpen its Risk Management systems and processes in line with a rapidlychanging business environment. The Company through its risk management process aims tocontain the risks within its risk appetite.

There are no risks which in the opinion of the Board threaten the existence of theCompany. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Annual Report.

The Board of Directors of the Company on the recommendation of the Risk ManagementCommittee has developed risk management policy for the Company to articulates theCompany's approach to address the uncertainties in its endeavour to achieve its stated andimplicit objectives and the same is available at the website of the Company atwww.asl.net.in.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished pursuant to Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8 (3) of Companies (Accounts) Rules 2014 is enclosedas Annexure-V and forms part of this Report.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance isattached to this Report. The same is attached to this Report as Annexure - VI

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming part of this Annual Report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (hereinafter referred to as "Prevention ofSexual Harassment Act") the Company has formulated a Policy on Prevention of SexualHarassment at Workplace for prevention prohibition and redressal of sexual harassment atworkplace and an Internal Complaints Committees has also been set up to redress any suchcomplaints received.

The Company is committed to providing a safe and conducive work environment to all ofits employees and associates. The Company periodically conducts sessions for employeesacross the organization to build awareness about the Policy and the provisions ofPrevention of Sexual Harassment Act.

No complaints of sexual harassment were received during the financial year 2020-21 bythe Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act 2013 (hereinafterreferred to as "the Act") read with Investor Education and Protection Fund(Accounting Audit Transfer and Refund) Rules 2016 (hereinafter referred to as the"IEPF Rules") all unclaimed dividends are required to be transferred by theCompany to the IEPF after completion of seven (7) years. Further according to IEPFRules the shares on which dividend has not been claimed by the shareholders for seven (7)consecutive years or more shall be transferred to the demat account of the IEPF Authority.The details relating to amount of dividend transferred to the IEPF during the FY 2020-21and corresponding shares on which dividends were unclaimed for seven (7) consecutiveyears are provided in the General Shareholders Information section of CorporateGovernance report forming part of this Annual Report.

The Company is under process of transfer the unpaid dividend amount and underlyingshares to IEPF Account.

CODE OF CONDUCT AND INSIDER TRADING REGULATIONS

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.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto 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 Codeexcept for the instances as reported to the Stock Exchanges in this regard.

OTHER DISCLOSURES:

(a) There are no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year 2020-21 and the dateof this report.

(b) During the year under the review there was no change in the nature of business ofthe Company.

(c) During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits)Rules 2014

(d) The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings

(e) The details of the Loans given Investments made guarantees and securities onloans given during Financial Year 2020-21 are stated in Note 06 to the StandaloneFinancial Statements of the Company.

(f) The company has taken loan from the Directors or their relatives during the yearunder review. Details of the same are mentioned in the Financial Statement. Further theCompany has taken the disclosure from the directors regarding the same.

(g) There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

(h) The Managing Director of the Company has not received any remuneration orcommission from any of the subsidiary companies.

(i) None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143 (12) of the Act

(j) The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/ Directors or by trustees for the benefit of employees/ Directors

(k) The Company has not issued equity shares with differential rights as to dividendvoting or otherwise

(l) The Company has not issued any sweat equity shares to its directors or employees;and

(m) There was no revision of financial statements and Boards report of the Companyduring the year under review

APPRECIATION

The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. The Board conveys its appreciation for its customers shareholders suppliers aswell as vendors bankers business associates regulatory and government authorities fortheir continued support.

By Order of the Board
Arihant Superstructures Ltd
Place: Navi Mumbai Ashok B Chhajer
Date: 24th July 2021 Chairman & Managing Director DIN: 019650904

.