The Board of Directors are pleased to present the Annual Report of yourCompany; Arihant Superstructures Limited (the Company or ASL)along with the Audited (Stand-alone and Consolidated) Financial Statements for theFinancial Year ended March 31 2020.
The financial performance of the Company for the Financial Year endingon March 31 2020 is summarised as below:
(Rs. in lakhs)
|Particulars || |
|FY 2019-20 ||FY 2018-19 ||FY 2019-20 ||FY 2018-19 |
|Sales and Other Income ||6119.47 ||7062.21 ||23762.19 ||24284.48 |
|Profit before Interest Depreciation & Tax ||(143.30) ||232.37 ||1557.95 ||2272.60 |
|Interest ||- ||- ||- ||- |
|Depreciation ||- ||- ||- ||- |
|Profit/ (Loss) before Tax ||(143.30) ||232.37 ||1557.95 ||2272.60 |
|Provision for Tax ||(1.76) ||(10.16) ||452.78 ||439.68 |
|Profit/ (Loss) after Tax ||(141.54) ||242.53 ||1105.17 ||1832.97 |
|Profit/(Loss) for the Year ||(141.54) ||242.53 ||1105.17 ||1832.97 |
|Add: Balance of Profit and Loss Account ||- ||- ||- ||- |
|Share of Minority ||- ||- ||- ||- |
|Profit carried to the Balance Sheet ||(141.54) ||242.53 ||1105.17 ||1832.97 |
The Financial Statements have been prepared on accrual basis inaccordance with Indian Accounting Standards (Ind AS) notified under the Companies (IndianAccounting Standards) Rules 2015 (as amended) and the provisions of the Companies Act2013.
The Financial Statements have been prepared on accrual and goingconcern basis under historical cost convention except for certain Financial Assets andLiabilities which have been measured at fair value (refer accounting policy regardingfinancial instruments). If no such transactions can be identified an appropriatevaluation model is used. Impairment losses of continuing operations including impairmenton inventories are recognised.
The Financial Statements are presented in Indian Rupees(INRor ) and all amounts are rounded to the nearest Lakhs except as statedotherwise.
COMPANY PERFORMANCE OVERVIEW
During the year under review the revenue from operations of thecompany deceased from Rs. 24284.48 (Twenty Four Thousand Two Hundred & Eighty FourOnly) in FY 2018-19 to Rs. 23762.19 Lakhs (Rupees Twenty Three Thousand Seven HundredSixty Two Lakhs only) in FY 2019-20 on a consolidated basis. The revenue from operationson a stand-alone basis reduced from Rs. 7062.21 Lakhs to 6119.47 Lakhs in FY 2019-20.
The profit after tax for the FY 2019-20 on a stand-alone basis was242.53 Lakhs as against the profit after tax (141.54) Lakhs for FY 2018-19. The profitafter tax for the FY 2019-20 on a consolidated basis was Rs. 1105.17 Lakhs as against theprofit after tax of 1832.97 Lakhs for FY 2018-19. The increase in the consolidated profitafter tax for FY 2019-20 was on account of the positive financial performance of thesubsidiary companies.
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 havingover 2.5 acres area of land. Arihant Aarohi comprising elegant 1BHK & 2BHK. Theproject has internal & external amenities such as 2x2 vitrifiedtillingin all roomsUPVC sound resistant French windows granite top kitchen platform swimming pool librarychildren'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 is just 1 km from the National Highway. This is first of its type highrise Residential project in Jodhpur. The project will provide the people of Jodhpur allstate-of-the-art facilities and amenities in line with projects in Mumbai and other Metrocities. Project consists of five phases which have 14 buildings equivalent to saleablearea of 1.3 Mn sq.ft. The project has amenities such as swimming pool badminton courtbasketball court kids play room amphitheater garden lawn steam room gymnasium etc.to name a few.
Project: Arihant Ashray
This is an affordable housing project named as ArihantAshray situated at Pal Road Gangana Jodhpur (Rajasthan).
Project: Arihant Ayati
Residential project named as Arihant Ayati is situated atDevnagar Jodhpur (Rajasthan). This Project is stilt+17 storied Towers consisting SuperLuxurious Flats having the internal and external amenities like3-burner gas hob &chimney in kitchen UPVC sliding windows with tinted glass high speed lifts swimmingpool high health club with gymnasium & steam room green concept at top terrace forcool temperature and external texture with pure acrylic paint etc.
Project: Arihant Anchal
This is an Affordable Housing Project named as ArihantAnchal located at Jodhpur (Rajasthan). Its internal and external amenities likesuper quality velvet touch paint POP finished AAC brick walls branded CP sanitary andelectrical fittings moulded panel doors and aluminium sliding window vitrified flooringand designer wall tiles lifts and beautiful entrance with grand club house.
Project: Arihant Angan
This is an Affordable Housing Project named as ArihantAangan located at Jodhpur (Rajasthan). Its internal and external amenities likesuper quality velvet touch paint POP finished AAC brick walls branded CP sanitary andelectrical fittings moulded panel doors and aluminium sliding window vitrified flooringand designer wall tiles lifts and beautiful entrance with grand club house.
Project: Arihant Aakarshan
This is a residential project located at Chokha Jodhpur. ArihantAakarshan having approximately 6.5 acres kingdom with modern luxuries. Arihant Aakarshanconsists of stilt + 20 Storied 7 Magnificent Tower comprising elegant 2BHK 3BHK & 4BHK furnished Sky-bungalows with world-class fixtures & furniture's. The projecthas internal & external amenities such as 800 mmx 800 mm vitrifiedtile flooringmodern kitchen with water purifier gas hob & chimney granite top kitchen platformwith double bowlssinkand service-platform bathroom with bathtub basin counter glasspartition premium quality CP fitting and branded sanitary ware module panel main doorand bathroom door FRP doors for bathrooms UPVC sound resistance French windowsluster/velvet touch paint with POP on all walls world-class gymnasium with fitnessequipment swimming pool with changing rooms elegant clubhouse lobby banquet hall forparties & celebration private theatre exotic spa children amusement golf areaindoor games room library lawn tennis court.
Project: Arihant Arshiya
Residential project named as Arihant Arshiya is situated atKhalapur Khopoli. This project having 20 acres land area. Arihant Arshiya is apart stilt+ 8 Storied Towers comprising elegant 1 RK 1 BHK 2 BHK flats. The project is havinginternal & external amenities such as swimming pool library children play areahealth club-gymnasium & steam room landscape garden indoor game room templecomplex owned shuttle bus service.
The following projects are currently beingundertaken by the subsidiary companies:
Project: Arihant Aspire
Residential project located at Panvel Navi Mumbai. The projectconsists of 8 Buildings. Arihant Aspire a 42 storied towers comprising elegant studio and2 BHK apartments. The project having internal & external amenities such as LaxmiMataji Temple intercom facility velvet touch paint with POP in all rooms elegantentrance lobby 4 high speed lifts in each building business lounge landscapes gardenswimming pool with Kids pool gymnasium with clubhouse children's play area amphitheatre with party lawn jogging track meditation center ample car parking basketballcourt external camera for security checks.
Residential project located at Jouveli Badlapur (E). Anmol projecthaving 7 acres land area. The project has granite top kitchen platform swimming poollibrary children play area health club-gymnasium & steam room landscape gardenindoor game room S. S. elevator indoor game room & party hall.
Project: Arihant Amisha
Residential project named as Arihant Amisha situated atWawanje Taloja Panvel. This project having 7 acres land area. The project has variousamenities such as temple swimming pool health club with gymnasium & steam roomCommunity hall cum social activity centre &library swimming pool beautifullandscaped garden etc.
Project: Arihant Aloki
Residential project named as Arihant Aloki situated atBhisegaon Karjat (E). This project having 6 acres land area. Arihant Aloki comprisingelegant 1 BHK & 2 BHK 3 BHK flats. The project has internal & external amenitiessuch as 2 x 2 vitrified flooring in all rooms granite top kitchen platform lustre paintaluminium powder coated sliding windows children's play area community hall healthclub- gymnasium & steam room landscape garden indoor game room.
Project: Arihant Clan Aalishan
Residential project named as Arihant Clan Aalishan issituated at Kharghar Annex Navi Mumbai. This is the one of the tallest project of NaviMumbai and is stilt + 53 Storied 3 Magnificent Towers consisting 2 BHK 3 BHK and 4 BHKSuper Luxurious Flats having the internal and external amenities such as 800 mm x 800 mmvitrified tile flooring modern kitchen with water purifier gas hob & chimneygranite top kitchen platform with double bowls ink and service-platform bathroom withbath tub basin counter glass partition premium quality CP fitting and branded sanitaryware moulded panel main door and bathroom door FRP doors for bath rooms UPVC soundresistance French windows Luster /velvet touch paint with POP on all walls herbalboulevard & gen garden land scape party area pairidaeza senior citizen gardenchildren's outdoor play area rain dance arena with water fountain hi-techgymnasium swimming pool unisex aroma spa with jacuzzi mini theatre aerobics yoga andmeditation centre indoor sports club badminton & squash court children screechlibrary and business lounge.
Project: Arihant Anaika
Residential project named as Arihant Anaika is situated atNr. Taloja Phase II Navi Mumbai. Arihant Anaika is a stilt + 4 Storied Towers consistingof 1 BHK 2 BHK and 3 BHK flats having the internal and external amenities such as 2 x 2vitrified flooring tiles POP on all walls lustre paint on internal walls granite topkitchen platform premium quality bathroom moulded panel main door & bed room doorsFRP doors for bathroom mesmerizing elevation elegant entrance lobby beautiful landscapegarden swimming pool health club with gymnasium indoor games children's playarea.
Project: Arihant Anshula
Residential project named as Arihant Anshula is situated atNr. Taloja Phase II Navi Mumbai. Arihant Anshula is a stilt + 4 Storied Towers consistingof 1 BHK 2 BHK and 3 BHK flats and it is the dated township concept having the internaland external 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 secondfortnight of March 2020. There were also restrictions of varying extent across larger partof the world due to the COVID-19 pandemic. This impacted the business operations of theCompany significantly. 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 throughthese unprecedented times by building stronger and deeper relationships with consumers andits partners. The Company is supporting various Government Initiatives and helpingcommunities around to fight the pandemic. Detailed information on the same has beenincluded under the Management Discussion & Analysis report forming part of this AnnualReport.
TRANSFER TO RESERVES
The Company has not transferred any amount to the Reserves for the yearended March 31 2020.
The Board of Directors do not recommend any Final Dividend for theFinancial Year 2019-20 with a view to conservation of the financial resources of thecompany.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act Regulation 33 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as Listing Regulations) andapplicable Accounting Standards the Audited Consolidated Financial Statements of theCompany for the financial year 2019-20 together with the Auditors' Report form partof this Annual Report.
The Company has 4 (four) unlisted subsidiaries the details of whichare 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 ofsubsidiaries of the Company in the prescribed Form AOC - 1 forms a part of ConsolidatedFinancial Statements in compliance with Section 129 (3) and other applicable provisionsif any of the Act read with Rules.
In accordance with Section 136 of the Act the audited financialstatements including the CFS and related information of the Company and the financialstatements of each of the subsidiary and associate companies are available on ourwebsite. The necessary disclosures in respect of the material subsidiaries are displayedunder the Corporate Governance website of the company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors comprise of eminent and experiencedprofessionals in the Industry. The current composition of the Board of Directors are asfollows:
|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 Ms. Sangeeta Chhajer (DIN: 01965110) ||Additional Non-Executive Director |
|4 Mr. Virendra Mital (DIN: 00376830) ||Independent Director |
|5 Mr. R N Bhardwaj (DIN: 01571764) ||Independent Director |
|6 Ms. Divya Momaya (DIN: 00365757) ||Additional Independent Director |
Changes in the composition of the Board of Directors
The following changes occurred during FY 2019-20 till the date of thisReport:
|No Name of Director (DIN) ||Details of change ||Date of change |
|1 Mrs V R Iyer (DIN: 05242960) ||Resignation ||December 8 2019 |
|2 Late Mr. Vinayak V Nalavde (DIN:02047436) ||Death ||February 8 2020 |
|3 Ms. Sangeeta Chhajer (DIN: 01965110) ||Appointment ||February 12 2020 |
|4 Mr. Nimish Shah (DIN: 03036904) ||Re-appointment ||April 13 2020 |
|5 Ms. Divya Momaya (DIN: 00365757) ||Appointment ||June 16 2020 |
The Board places on record its appreciation for the services of Mrs. VR Iyer and Late Mr. Vinayak V Nalavde during their tenure with the Board.
Appointment and Re-appointment at the AGM
During the year Ms Sangeeta Chhajer (DIN: 01965110) was appointed asan Additional Non-Executive Director of the Company with effect from February 12 2020.Ms. Divya Momaya (DIN: 00365757) was appointed as an Additional Independent Director for aperiod of 5 (five) years with effect from June 162020. Both Ms. Sangeeta Chhajer and Ms.Divya Momaya hold office in terms of Section 161(4) of the Companies Act 2013 till thedate of this Annual General Meeting.
The term of Mr. Nimish Shah (DIN: 03036904) Whole-time Director endedon April 13 2020. The Nomination & Remuneration Committee and Board of Directorsrecommended his re-appointment for a period of 5 (five) years with effect from April 132020. In terms of the provisions of Section 196(4) of the Companies Act 2013 there-appointment of Mr. Nimish Shah is required to be approved by the members in the AnnualGeneral Meeting.
The above appointments and re-appointments are recommended by theNomination & Remuneration Committee of the Board in line with the Nomination &Remuneration Policy of the Company. The company has received Notices under Section 160 ofthe Companies Act 2013 proposing the above appointments. The details of the Directorsincluding their terms and remuneration as required under the Companies Act 2013 andSecretarial Standards are attached to the AGM Notice. The Board recommends the appointmentof the above Directors.
Considering the members consent is sought for the re-appointment of Mr.Nimish Shah there are no Directors liable to retire by rotation at the forthcoming AnnualGeneral Meeting.
Declaration of Independent Directors
The Company has received the following declarations from all theIndependent Directors confirming that:
They meet the criteria of independence as prescribed under theprovisions of the Act read with the Schedules and Rules issued thereunder as well as ofRegulation 16 of the Listing Regulations.
In terms of Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 they have registered themselves with theIndependent Director's database maintained by the Indian Institute of CorporateAffairs Manesar.
In terms of Regulation 25(8) of the Listing Regulations theyare not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties.
In terms of Regulation 25(9) of the Listing Regulations the Board ofDirectors has ensured the veracity of the disclosures made under Regulation 25(8) of theListing Regulations 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 Cclause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has obtained a Certificate from M/s D A Kamat & Co CompanySecretaries in respect of the non-disqualification of the Directors. This certificateforms a part of this report.
Key Managerial Personnel
The Key Managerial Personnel of the Company as on the date of thisReport are as follows:
|Name ||Designation ||Date of appointment |
|Mr. Ashok B Chhajer ||Managing Director ||April 1 2011 |
|Mr. Deepak Lohia ||Chief Financial Officer ||February 12 2020 |
|Mr. Govind Rao ||Company Secretary ||November 16 2018 |
During the year Mr. Pradeep Mehta resigned as the Chief FinancialOfficer with effect from October 30 2019. The Board places on record its appreciation forthe services of Mr. Pradeep Mehta.
MEETINGS OF BOARD OF DIRECTORS
The Board of Directors during Financial Year 2019-20 met 4 (four)times. 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-mandatoryCommittees of the Board of Directors:
|Mandatory Committees ||Non-Mandatory Committee |
|Audit Committee ||Executive Committee |
|Nomination & Remuneration Committee ||Disinvestment Committee |
|Stakeholders' Relationship Committee ||Fund raising Committee |
|Corporate Social Responsibility Committee ||Insider Trading compliance Committee |
In addition to the above the Board has constituted a Risk ManagementCommittee consisting of Heads of operations finance and administration and chaired by anIndependent Director.
The Company Secretary of the Company is the Secretary to each of theseCommittees.
During the year under review all the recommendations made by theCommittees were approved by the Board of Directors.
Separate Meeting of Independent Directors is conducted during everyyear in terms of the requirements of Schedule IV to the Companies Act 2013 andRegulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Further the Board of Directors have adopted various policies on thefunctioning and running of the Board of Directors as mandated by the SEBI (ListingObligations and Disclosure Requirements)Regulations2015 and which are also available onthe website of the Company at www.asl.net.in.
The Company has a robust vigil mechanism through its Whistle BlowerPolicy approved and adopted by Board of Directors of the Company in compliance with theprovisions of Section 177 (10) of the Act and Regulation 22 of the Listing Regulations.
The Policy also provides protection to the directors employees andbusiness associates who report unethical practices and irregularities. Any incidents thatare reported are investigated and suitable action is taken in line with the Whistle BlowerPolicy. The Whistle Blower Policy of the Company can be accessed at website of the Companyat www.asl.net.in
NOMINATION AND REMUNERATION POLICY
The salient features of the Nomination and Remuneration Policy of theCompany are set out in the Corporate Governance Report which forms part of this AnnualReport. The said Policy of the Company inter alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment & re-appointmentof Directors on the Board of the Company and persons holding Senior Management positionsin the Company including their remuneration and other matters as provided under Section178 of 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 MANAGERIALPERSONNEL SENIOR MANAGEMENT AND EMPLOYEES
The remuneration paid to the Directors Key Managerial Personnel andSenior Management is in accordance with the Nomination and Remuneration Policy formulatedin accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations.
The information required under Section 197 of the Act read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of the Company is set out in Annexure - I to this Report.
The Nomination and Remuneration Policy of the Company empowers theNomination and Remuneration Committee to formulate a process for effective evaluation ofthe performance of Individual Directors Committees of the Board and the Board as a whole.
The Board formally assesses its own performance based on parameterswhich inter alia include performance of the Board on deciding long term strategy ratingthe composition and mix of Board members discharging of governance and fiduciary dutieshandling critical and dissenting suggestions etc.
The parameters for the performance evaluation of the Directors includecontribution made at the Board meeting attendance instances of sharing best and nextpractices domain knowledge vision strategy engagement with senior management etc.
The Chairperson(s) of the respective Committees based on feedbackreceived from the Committee members on the outcome of performance evaluation exercise ofthe Committee shares a report to the Board.
The Independent Directors at their separate meeting review theperformance of: non-independent directors and the Board as a whole Chairperson of theCompany after taking into account the views of Executive Director and non-executivedirectors the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
Based on the outcome of the performance evaluation exercise areas havebeen identified for the Board to engage itself with and the same would be acted upon. Thedetails of the evaluation process are set out in the Corporate Governance Report whichforms a part of this Annual Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTORS
All new independent directors inducted into the Board are familiarizedwith the operations and functioning of the Company. The details of the training andfamiliarization program are provided in the Corporate Governance report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the Directorswould like to state that:
(a) In the preparation of the Annual Accounts the applicableAccounting Standards had been followed and that no material departures have been made fromthe same.
(b) Such Accounting Policies have been selected and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2020 andof the profit and loss of the Company for that period;
(c) Proper and sufficient care for the maintenance of adequateAccounting Records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities
(d) The Annual Accounts of the Company have been prepared on a goingconcern basis.
(e) Internal Financial Controls have been laid down to be by theCompany and that such internal Financial Controls are adequate and were operatingeffectively.
(f) Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered into by the Companyduring the year under review with Related Parties were in ordinary course of business andon arm's length basis in terms of provisions of the Act. The Company's Policy ondealing with and Materiality of Related Party Transactions is available on the website ofthe Company at www.asl.net.in
All transactions with related parties were reviewed and approved by theAudit Committee and are in accordance with the Policy on dealing with and materiality ofRelated Party Transactions and the Related Party Framework formulated and adopted by theCompany. During the year under review the Related Policy Framework was suitably amendedto give effect to the changes in the relevant provisions of law.
There are no materially significant related party transactions that mayhave potential conflict with interest of the Company at large. The details of the relatedparty transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notesto the Standalone Financial Statements of the Company. The company also obtains suitableapproval of the members for the materially significant related party transactions in linewith Regulation 24 of the Listing Regulations. The approval of the materially significantrelated party transactions for Financial Year 2020-21 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 Regulationssubmits within 30 days from the date of publication of its standalone and consolidatedfinancial results for the half year disclosures of related party transactions on aconsolidated basis in the format specified in the relevant accounting standards forannual results to the stock exchanges.
The said disclosures can be accessed on the website of the Company atwww.asl.net.in. Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure - II tothis report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has during the year undertaken a CSR spend of 9002583/-( Rupees Ninety Lakhs Two Thousand Five Hundred & Eighty Three Only) for FinancialYear 2019-20. The unspent amount of Rs. Rs. 3830930/- (Rupees Thirty eight Lakhs ThirtyThousand Nine Hundred & Thirty)for Financial Year 2019-20 has been carried forward toFinancial Year 2020-21. The CSR policy of the company is displayed on the website of thecompany on www.asl.net.in. The company is committed to undertaking its CSR responsibilityand initiatives in letter and spirit and will undertake the spend towards effective causesin line with the CSR policy of the company.
The Company's CSR Policy statement and annual report on the CSRactivities undertaken during the financial year ended 31st March 2020 in accordance withSection 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules 2014(including any statutory modification(s) or re- enactment(s) thereof for the time being inforce) is set out in Annexure - III to this report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return including the shareholding pattern ofthe company the remuneration of the Directors and Key Managerial Personnel under Section92(3) of the Companies Act 2013 for March 31 2020 is attached as Annexure -IV tothis Report. The same is also uploaded on the website of the company on www.asl.net.in.
AUDITORS AND AUDITORS' REPORT
Statutory Auditors and their Report
The Company has appointed M/s Kailash Chand Jain & Co CharteredAccountants (Firm Regn No. 112318W) as the Statutory Auditors for a period of 5 years intheir 35th AGM held on September 28 2018. They hold office till the AGM to beheld in 2023. The Board has received a consent and letter from the Statutory Auditorsstating their eligibility to conduct the Statutory Audit for the Financial Year 2020-21.
The Statutory Auditors' Report being self-explanatory do notrequire any reply from the Board of Directors of the Company.
Secretarial Auditors and their Report
The Company has appointed M/s D A Kamat & Co Company Secretariesas the Secretarial Auditors of the Company for FY 2019-20 under the provisions of Section204 of the Companies Act 2013. The Secretarial Auditors Report for Financial Year 2019-20is attached as Annexure - V to this Report.
The Secretarial Compliance Report for the financial year ended March31 2020 in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder pursuant to requirement of Regulation 24A of ListingRegulations is available on the website of the Company.
The Secretarial Auditors' Report and Secretarial Compliance Reportis self-explanatory and the comments thereon do not require any reply from the Board ofDirectors of the Company.
The Company is not required to appoint any Cost Auditors for theCompany during the year under review.
The Board had appointed M/s KPMG as the Internal Auditors for FY2019-20. The Board has appointed M/s Anjani Goyal & Co Chartered Accountants as theInternal Auditors for Financial Year 2020-21. The remarks of the Internal Auditors Reportare placed before the Audit Committee and Board of Directors for their review and processimprovement.
INTERNAL FINANCIAL CONTROLS
The Management continuously reviews the Internal Control Systems andprocedures for the efficient conduct of the Company's business. The Company adheresto the prescribed guidelines with respect to the transactions Financial Reporting andensures that all its assets are safeguarded and protected against losses. The InternalAuditor of the Company conducts the Audit on regular basis and the Audit Committeeactively reviews Internal Audit Reports and effectiveness of Internal Control Systems.
Internal Control Systems are implemented to safeguard theCompany's assets from loss or damage to keep constant check on the cost structureto prevent revenue leakages to provide adequate Financial and Accounting Controls andimplement Accounting Standards.
RISK MANAGEMENT POLICY
The Board of Directors in their meeting held on June 27 2020 haveconstituted a Risk Management Committee consisting of the heads of finance administrationand operations of the company. The same is chaired by an Independent Director. The RiskManagement Committee of the Company has been entrusted by the Board with theresponsibility of reviewing the risk management process in the Company and ensuring thatthe risks are brought within acceptable limits.
Mitigation plans to significant risks are well integrated withfunctional and business plans and are reviewed on a regular basis by the seniorleadership. The Company endeavours to continually sharpen its Risk Management systems andprocesses in line with a rapidly changing business environment. The Company through itsrisk management process aims to contain the risks within its risk appetite.
There are no risks which in the opinion of the Board threaten theexistence of the Company. However some of the risks which may pose challenges are set outin the Management Discussion and Analysis which forms part of this Annual Report.
The Board of Directors of the Company shall on the recommendation ofthe Risk Management Committee has developed risk management policy for the Company toarticulates the Company's approach to address the uncertainties in its endeavour toachieve its stated and implicit objectives.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
The information required to be furnished pursuant to Section 134 (3)(m) of the Companies Act 2013 read with Rule 8 (3) of Companies (Accounts) Rules 2014 isenclosed as Annexure-VI and forms part of this Report.
CORPORATE GOVERNANCE REPORT
In compliance with Regulation 34 of the Listing Regulations a separatereport on Corporate Governance
along with a certificate from the Auditors on its compliance isattached to this Report. The same is attached to this Report as Annexure - VII
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis as stipulated under the ListingRegulations is presented in a separate section forming part of this Annual Report
POLICY ON PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE
As per the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (hereinafter referred to asPrevention of Sexual Harassment Act) the Company has formulated a Policy onPrevention of Sexual Harassment at Workplace for prevention prohibition and redressal ofsexual harassment at workplace and an Internal Complaints Committees has also been set upto redress any such complaints received.
The Company is committed to providing a safe and conducive workenvironment to all of its employees and associates. The Company periodically conductssessions for employees across the organization to build awareness about the Policy and theprovisions of Prevention of Sexual Harassment Act.
No complaints of sexual harassment were received during the financialyear 2019-20 by the Company.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with the applicable provisions of Companies Act 2013(hereinafter referred to as the Act) read with Investor Education andProtection Fund (Accounting Audit Transfer and Refund) Rules 2016 (hereinafter referredto as the IEPF Rules) all unclaimed dividends are required to be transferredby the Company to the IEPF after completion of seven (7) years. Further according toIEPF Rules the shares on which dividend has not been claimed by the shareholders forseven (7) consecutive years or more shall be transferred to the demat account of the IEPFAuthority. The details relating to amount of dividend transferred to the IEPF during theFY 2019-20 and corresponding shares on which dividends were unclaimed for seven (7)consecutive years are provided in the General Shareholders Information section ofCorporate Governance report forming part of this Annual Report.
CODE OF CONDUCT AND INSIDER TRADING REGULATIONS
The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all Employees in the course of day to daybusiness operations of the Company.
The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated Employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with Stakeholders.
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedEmployees of the Company. The Code requires pre-clearance for dealing in theCompany's Shares and prohibits the purchase or sale of Company Shares by theDirectors and the designated Employees while in possession of Unpublished Price SensitiveInformation in relation to the Company and during the period when the trading window isclosed. The Board is responsible for implementation of the Code.
All Directors and the designated Employees have confirmed compliancewith the Code except for the instances as reported to the Stock Exchanges in this regard.
(a) There are no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear 2019-20 and the date of this report.
(b) During the year under the review there was no change in the natureof business of the Company.
(c) During the year under review the Company has not accepted anydeposit within the meaning 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 theInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings
(e) The details of the Loans given Investments made guarantees andsecurities on loans given during Financial Year 2019-20 are stated in Note 06 to theStandalone Financial Statements of the Company.
(f) The company has taken any loan from the Directors or theirrelatives during the year under review. Further the Company has taken the disclosure formthe directors regarding the same.
(g) There are no significant material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status of the Company and itsoperations in future.
(h) The Managing Director & CEO of the Company has not received anyremuneration or commission from any of the subsidiary companies.
(i) None of the Auditors of the Company have reported any fraud asspecified under the second proviso of Section 143 (12) of the Act
(j) The Company does not have any scheme or provision of money for thepurchase of its own shares by employees/ Directors or by trustees for the benefit ofemployees/ Directors
(k) The Company has not issued equity shares with differential rightsas to dividend voting or otherwise
(l) The Company has not issued any sweat equity shares to its directorsor employees; and
(m) There was no revision of financial statements and Boards report ofthe Company during the year under review
The Board of Directors place on record sincere gratitude andappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year. The Board conveys its appreciation for itscustomers shareholders suppliers as well as vendors bankers business associatesregulatory and government authorities for their continued support.
| ||By Order of the Board |
| ||Arihant Superstructures Ltd |
| ||Ashok B Chhajer |
|Place: Navi Mumbai ||Chairman & Managing Director |
|Date: August 04th 2020 ||DIN:01965094 |