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ARSS Infrastructure Projects Ltd.

BSE: 533163 Sector: Infrastructure
NSE: ARSSINFRA ISIN Code: INE267I01010
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ARSS Infrastructure Projects Ltd. (ARSSINFRA) - Director Report

Company director report

To

The Members of

ARSS Infrastructure Projects Limited

Your Directors have pleasure in presenting before you the 20thAnnual Report of the Company together with summary of standalone and consolidated auditedfinancial statements for the year ended March 312020.

1. A. Financial Position & Performance:

(' In Crores)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Sales 288.51 459.10 288.52 459.10
Profit before Depreciation Interest and tax 35.14 32.72 36.22 32.12
Less : Depreciation 20.82 22.02 20.82 22.02
Interest 4.44 2753 4.44 2753
Share of net profit or associates and joint ventures accounted using equity method - - 106.99 (0.60)
Profit Before tax 9.88 (16.83) 10.95 (1743)
Less : tax Expenses
a) Current Year - - - -
b) Earlier Year - - - -
c) Deferred tax 1.89 5.62 1.89 5.62
Profit/Loss After tax 799 (11.21) 9.06 (11.81)
Balance brought forward from previous year (198.43) (18727) (209.04) (19728)
Add :Re-measurement of defined employee benefit plans through OCI 0.05 0.05 0.05 0.05
Amount Available for Appropriation (190.39) (198.43) (199.93) (209.04)
Appropriations
a) Dividend - - - -
b) tax on Dividend - - - -
c) transfer to General Reserve - - - -
Balance Carried to Balance Sheet (190.39) (198.43) (199.93) (209.04)
Earnings per Share (In ') (Weighted) Basic (Equity Shares of face value of ' 10/- each) 3.54 (4.93) 4.01 (5.20)
Earnings per Share (In ') (Weighted) Diluted (Equity Shares of face value of ' 10/- each) 3.54 (4.93) 4.01 (5.20)

B. Subsidiary/ Associate & Joint Venture Company

Particulars

ARSS Damoh

ARSS Developers Limited

Hirapur Tolls Pvt. Ltd. (Subsidiary Company)

(Associates)

2019-20 2018-19 2019-20 2018-19
Sales

-

-

14.50 0.02
Profit before Depreciation Interest and Tax

-

-

4.98 (0.29)
Less : Depreciation

-

-

0.26 0.28
Interest

-

-

3.45 4.53
Profit Before Tax

-

-

1.27 (5.10)
Less : Tax Expenses
a) Current Year

-

-

-

-

b) Earlier Year

-

-

-

-

c) Deferred Tax

-

-

0.06 0.33
Profit/Loss After Tax

-

-

1.21 (4.77)
Balance brought forward from previous year

-

-

(31.01) (26.24)
Amount Available for Appropriation

-

-

-

-

Appropriations
a) Dividend

-

-

-

-

b) Tax on Dividend

-

-

-

-

c) Transfer to General Reserve

-

-

-

-

Balance Carried to Balance Sheet

-

-

(29.80) (31.01)
Earnings per Share (In ') (Weighted) Basic (Equity Shares of face value of ' 10/- each) - - 1.85 (734)
Earnings per Share (In ') (Weighted) Diluted (Equity Shares of face value of ' 10/- each) - - 1.85 (734)

2. Dividend

Your Directors did not recommend any dividend for the financial yearended March 312020.

3. Operating Result :

The turnover of the Company in the year is ' 288.51 cr. ascompared to ' 459.10 crores in the previous financial year. The profit before taxis ' 9.88 crores as compared to ' (16.83) crores for the previous financialyear.

4. Details of Subsidiary Joint Venture or Associates A. Details ofSubsidiary and Associate Companies

the Company has 1 subsidiary 1 Associates and 15 Joint Ventures as onMarch 31 2020. there has been no material change in the nature of the business of thesubsidiaries. During the year under review no companies have become or ceased to becompany's subsidiary or associate companies. However the company has started someJoint Venture (JVs) during the year. A report on the company's subsidiary jointventures or associate companies as per companies Act 2013 is provided hereunder:

Sl. No. Name of the Company Address of the Company CIN/GLN/ PAN Holding / subsidiary/ associate % of shares held/ share in JV Applicable section
1 ARSS Damoh- Hirapur Tolls Private limited Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 U45201OR2011PTC013524 Subsidiary Company 99.82 % 2 (87)
2 ARSS Developers Limited Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 U452090R2007PLC009201 Associate Company 38.41% 2 (6)

B. Joint Venture (AOP)

Sl. No. Name of the company Address of the company CIN/GLN/PAN Holding /subsidiary/ associate % of shares held/ share in JV
1 ARSS-ATLANTA JV. Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAQFA8726P Joint Venture 51.00%
2 ATLANTA-ARSS JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AABAA0048E Joint Venture 49.00%
3 HCIL- ADHIKARYA- ARSSJV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAEFH3757R Joint Venture 30.00%
4 HCIL- KALINDEE- ARSSJV 113-A Kamala Nagar Delhi-110007 AAEFH1678M Joint Venture 30.00%
5 ARSS - SIPS (JV) 129 Transport Centre Rohtak Road Punjabi Bagh New Delhi - 110 035 AAEAA3620K Joint Venture 51.00%
6 ARSS-SCPL (JV) Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAEAA3621J Joint Venture 51.00%
7 ARSS-BMS (JV) Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAEAA4835G Joint Venture 51.00%
8 ARSS-LGPPL JV. Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAGAA3633G Joint Venture 51.00%
9 ARSS- TECHNOCOM- PRIYASHI ASHI JV. Kamrup Chamber road Fancy Bazar Guwahati-781001- Assam AAHAA8492L Joint Venture 51.00%
10 ARSS-SNKI JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAEAA8546Q Joint Venture 51.00%
11 ARSS-THAKUR JV. Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAJAA0912F Joint Venture 80.00%
12 ARSS - ROYAL (JV) Plot No. 38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar Odisha 751010 AAJAA1996R Joint Venture 75.00%
13 ARSS-BDPL (JV) Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAJAA6181C Joint Venture 51.00%
14 ARSS - NTLLP (JV) Short-CutPO.- NirjuliDist- Papumpare Pin-791 109 Arunachal Pradesh. Awaited Joint Venture 51.00%
15 SCPL-ARSS (JV) OU-522 5th Floor Esplanade Commercial Development Unit No. 32 721 Rasulgarh Bhubaneswar -751010 Awaited Joint Venture 20.00%

The name of the Joint Venture which have become JV during the year :

Sl. No. Name of the Company Address of the Company CIN/GLN/PAN Holding / Subsidiary / Associate % of shares held/ share in JV
1 ARSS - ROYAL (JV) Plot No. 38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar Odisha 751010 AAJAA1996R Joint Venture 75.00%
2 ARSS-BDPL (JV) Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAJAA6181C Joint Venture 51.00%
3 ARSS - NTLLP (JV) Short-CutPO.-Nirjuli Dist- Papumpare Pin-791 109 Arunachal Pradesh. Awaited Joint Venture 51.00%
4 SCPL - ARSS (JV) OU-522 5th Floor Esplanade Commercial Development Unit No. 32 721 Rasulgarh Bhubaneswar -751010 Awaited Joint Venture 20.00%

The name of the Joint Venture which has been inoperative during theyear under review:

Name of the Company Address of the Company CIN/GLN/PAN Holding / Subsidiary / Associate % of shares held/ share in JV
1 NIRAJ-ARSS JV. Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAAAN5116B Joint Venture 40.00%
2 ARSS-HCIL CONSORTIUM Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAOFA4560D Joint Venture 60.00%
3 ARSS-TRIVENI JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AABAA1081H Joint Venture 51.00%
4 PATEL-ARSS JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAAAP8266E Joint Venture 49.00%
5 BACKBONE-ARSS JV. Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAAAB7056Q Joint Venture 49.00%
6 SOMDATT BUILDERS- ARSSJV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AADAS6434L Joint Venture 49.00%
7 ARSS-ANPR JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AABAA1158M Joint Venture 51.00%
8 ARSS GVR JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AACAA1049A Joint Venture 51.00%
9 HCIL-ARSSSPL- TRIVENI JV 113-A Kamala Nagar Delhi-110007 AADFH8758B Joint Venture 30.00%
10 HCIL-KALINDEE- ARSSJV 113-A Kamala Nagar Delhi-110007 AAEFH1678M Joint Venture 30.00%
11 NPCC-ARSS JV Raja House30-31 Nehru Place New Delhi-110019 N.A. Joint Venture 26.00%
12 ARSS-KKMPL JV Plot No-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010 AAHAA8368B Joint Venture 51.00%

Pursuant to the provisions of Section 129(3) of the Act a statementcontaining the salient features of financial statements of the Company's subsidiariesin Form No. AOC-1 is attached to the financial statements of the Company.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiaries areavailable on the website of the Company www.arssgroup.in.

5. Consolidated Financial Statements:

Consolidated financial statements (consolidating financials of ARSSDamoh - Hirapur Tolls Private Limited being its subsidiary company and of ARSS DevelopersLimited being its associate company) in terms of Section 129 (3) of the Companies Act2013 read with rule 6 of Companies (Accounts) Rules 2014 and under Regulation 33 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredas "SEBI Listing Regulations") and as per requirements of Ind AS 110-consolidated financial statements read with Ind AS 28- Investment in associates and Jointventures and Ind AS 31 - interest in Joint ventures the Audited Consolidated FinancialStatements are provided in this Annual Report.

Pursuant to the Section 129 (3) of the Companies Act 2013 read withrule 5 of Companies (Accounts) Rules 2014 a statement containing the salient features ofthe financials statements of each of the subsidiary and associate company in theprescribed form AOC-1 is annexed to this annual report.

Pursuant to the Section 136 of the Companies Act 2013 financialstatements of subsidiary/ associate companies are kept

for inspection by the shareholders at the Registered Office of theCompany. The said financial statements of the subsidiaries

are also available on the website of the Company www.arssgroup.in underthe Investors Section.

6. Reserve

No amount was proposed to be transferred to general reserve.

7. Operations- Work Orders

Your Directors are pleased to inform that during the year under reportthe Company (alongwith it's JVs) has secured the

following contracts (work order):

a. At - Rourkela - Jharsuguda 3rd line work - Supply &Spreading of track Ballast in between Sogra and Jharsuguda under the jurisdiction ofDy.Chief Engineer (Con)/Jharsuguda South Eastern Railway is awarded in favour of ourCompany i.e. ARSS Infrastructure Projects Limited by Chief Engineer (Con) - II SouthEastern Railway Garden Reach Kolkata - 700 043 on 24th May 2019 with acontract value ' 9.42 crores.

b. At Sonepur : Construction of Bridge No-677(17x45.70m-Open webthrough girder) on Tel river & Major Bridge No 675 (1x30.50m Open web through girder)over SH-41 between Km 237200 to 238.400 of Khurda Road-Bolangir New B.G Rail link Projectis awarded in favour one of our Joint Venture (JV) named ARSS-SNKI (JV) Plot-38 Sector-AZone-D Mancheswar Industrial Estate Bhubaneswar-751010Odisha. by the ChiefEngineer/Con/HQ Bhubaneswar-23 10th June 2019 with a contract value of '2755 crores.

c. At: Sukinda Package- 2 - "Track Linking (Excluding Supply ofRails Sleepers Thick Web Switches) S&T and OHE Works between Km.47 to Km.97 inconnection with construction of Angul-Sukinda New BG Rail Link of 58.961 Track Km (BetweenRangamatia to Baghuapal including Tie Lines at Tomka) on Khurda Road Division of EastCoast Railway in Odisha State India" is awarded in favour one of our Joint Venture(JV) named ARSS -THAKUR JV (ARSS: 80% Thakur: 20%) Plot-38 Sector-A Zone-D MancheswarIndustrial Estate Bhubaneswar-751010Odisha. by the Chief Project Manager/III Rail VikasNigam Limited Bhubaneswar 1st July 2019 with a contract value of '195.42 crores.

d. At Sambalpur: Construction of Earthwork Bridge Work ProtectionWork of minor and major bridge slope of bank Buildings site facilities GeneralElectrical works and other miscellaneous work in section Deobhal (IN) - Barpali (IN) inconnection with the doubling of Sambalpur - Titlagarh in Sambalpur division of East CoastRailway is awarded in favour one of our Joint Venture (JV) named ARSS-SCPL (JV) Plot-38Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar-751010Odisha. by the ChiefProject Manager/I Rail Vikas Nigam Limited (Sambalpur - Titlagarh Doublingproject)VISAKHAPAATNAM on 18th July 2019 with a contract value of '7796 crores.

e. At Azamgarh : Package- A1 - "Construction of roadbed and MinorBridge ETC works in connection with Doubling between Mau (MAU) (Excluding) 0.00 Km andAzamgarh (AMH) (Including) Km 43.50 (Total 43.50 Km) in Varanasi Division of North EasternRailway Uttar Pradesh India" is awarded in favour one of our Joint Venture (JV)named ARSS-SCPL (JV) Plot-38 Sector-A Zone-D Mancheswar Industrial EstateBhubaneswar-751010Odisha. by the Chief Project Manager-II 3rdFloor Royal Pavillion(Near Bajaj Sewashram) Modhaila to Manduadih Road Varanasi (UP) India on 9thOctober 2019 with a contract value of ' 9725 crores.

f. At Azamgarh: Package - B1 - "Construction of roadbed Major andMinor Bridge ETC works in connection with Doubling between Azamgarh (AMH) (Excluding)43.50 Km and Shahganj (SHG) (Including) 99.75 (Total 56.25 Km) in Varanasi Division ofNorth Eastern Railway Uttar Pradesh India" is awarded in favour one of our JointVenture (JV) named ARSS-SCPL (JV) Plot-38 Sector-A Zone-D Mancheswar Industrial EstateBhubaneswar-751010Odisha. by the Chief Project Manager-II 3rdFloor Royal Pavillion(Near Bajaj Sewashram) Modhaila to Manduadih Road Varanasi (UP) India on 9thOctober 2019 with a contract value of ' 123.40 crores.

g. At Rayagada: Package-5A- "Construction of two numbers of MajorBridge No. 611 (Span 8 X 30.5 m CG) at Km 344.87 in Rayagada - Ladda section and Majorbridge No. 624 (Span 2 X 18.30 m CG + 1X12.20 m CG) at KM 352.03 in Ladda - Jimmidipetasection and other Bridge works in connection with 3rd line between Rayagada(Excl) (KM 343.90) - Jimidipeta (Excl) (KM 356.518) on Waltair Division of East CoastRailway in Odisha State India'.' is awarded in favour one of our Joint Venture(JV) named ARSS-ROYAL (JV) Plot-38 Sector-A Zone-D Mancheswar Industrial EstateBhubaneswar-751010Odisha. by the Chief Project Manager/II Rail Vikas Nigam LimitedVishakapatnam - 530004 (AP) India on 15th October 2019 with a contract valueof ' 60.57 crores.

h. At Rayagada: Package-5A-"Construction of Roadbed MinorBridges Service Buildings including amenities Passenger amenities at stations andrelated works along with General Electrical works in connection with 3rd Linebetween Rayagada (Excl) (KM 343.90) - Jimidipeta (Excl) (KM 356.518) on Waltair Divisionof East Coast Railway in Odisha State India is awarded in favour one of our JointVenture (JV) named ARSS-SCPL (JV) Plot-38 Sector-A Zone-D Mancheswar

Industrial Estate Bhubaneswar-751010Odisha. by the Chief ProjectManager/II Rail Vikas Nigam Limited(Vizianagaram

- Titlagarh 3rd Line Project) Vishakapatnam India on 15thOctober 2019 with a contract value of ' 50.46 crores.

i. At Paradip: Construction of handling platforms Railway track truckparking area buildings and other ancillary facilities for IFFCO at MMLP Paradip Odishais awarded in favour one of our Joint Venture (JV) named ARSS-bDpL (JV) Plot-38 Sector-AZone-D Mancheswar Industrial Estate Bhubaneswar-751010Odisha. by the Group GeneralManager (EC) CONTAINER CORPORATION OF INDIA LTD. C-3 Mathura Road Opposite ApolloHospital New Delhi - 110 076 on 17th October 2019 with a contract value of '76.15 crores.

j. At - Jagdalpur - Repair and restoration of Plant Road Network atNISP is awarded in favour of our Company i.e. ARSS Infrastructure Projects Limited byExecutive Director (NISP) NMDC Iron & Steel Plant Nagarnar Jagdalpur CG on 18thOctober 2019 with a contract value ' 19.33 Lacs.

k. At - Kendrapara - Construction of H.L.Bridge over river Gobari atCh.0/250 Km and road from 0/000 Km to 0/700 Km for construction of alternative road toKendrapara Town under State Plan is awarded in favour of our Company i.e. ARSSInfrastructure Projects Limited by Executive Engineer Kendrapara (R&B) DivisionKendrapara on 25th October 2019 with a contract value ' 10.52 crores.

l. At Titlagarh : Construction of Earth Work Major and Minor BridgesProtection work of minor and major bridge slope of bank Buildings PF Shelter FOBPlatform and passenger amenities site facilities General Electrical works and othermiscellaneous work in section Budmal (IN) - Titlagarh (IN) (19.71 Kms) in connection withthe doubling of Sambalpur- Titlagarh in Sambalpur division of East Coast Railway in theState of Odisha India is awarded in favour one of our Joint Venture (JV) named ARSS-SCPL(JV) Plot-38 Sector-A Zone-D Mancheswar Industrial Estate Bhubaneswar- 751010Odisha3by the Chief Project Manager/I Rail Vikas Nigam Limited Vishakhapatnam - 530004 (AP) on12th November 2019 with a contract value of ' 75.42 crores.

m. At - Sonepur - Construction of Portal Frame Bridge & Road from2/385 to 3/585 Km of Ring road at Sonepur in the district of Subarnpur under DepositScheme. is awarded in favour of our Company i.e. ARSS Infrastructure Projects Limited byChief Engineer D.P.I & Roads (E.E. Sonepur) on 18th November 2019 with acontract value ' 45.80 crores.

n. At Nirjuli: Construction of 2-lane road of Potin to Pangin sectionof NH-13 from Km 0.00 to Km 44.35 (Package-1) in the State of Arunachal Pradesh underArunachal Pradesh Package of Roads and Highways of SARDP-NE is awarded in favour one ofour Joint Venture (JV) named ARSS-NTLLP (JV) Nirjuli Short-Cut PO.-Nirjuli DistrictPapunpare Arunachal Pradesh 791109. by the Chief Engineer (Zone-V) MoRTH New Delhi - 110001 on 26th November 2019 with a contract value of ' 281.11 crores

o. At - Tangaria- Construction of ROB at Ch-62291 between Tangaria toBhuban RCC Box Bridge No. 125 (2x75x7563) under Angul-Sukinda New BG Rail Link Project onKhurda Road Division East Coast Railway in Odisha State India is awarded in favour ofour Company i.e. ARSS Infrastructure Projects Limited by Chief Project Manager-II RailVikas Nigam Limited Bhubaneswar on 28th November 2019 with a contract value '12.42 crores.

p. At - Sambalpur - Execution of P-Way Linking works (excluding supplyof rail ordinary track sleeper & thick web switches) including yard remodeling andother miscellaneous works like widening and extension of Platforms FOB Goods PlatformsPassenger amenities Earth work S&T works General Electrical works and OHE/RE worksin section Deobahal(IN)-Barpali(IN) in connection with the doubling of Sambalpur-Titlagarhin Sambalpur division of East Coast Railway is awarded in favour of our Company i.e. ARSSInfrastructure Projects Limited by CPM-I RVNL (Sambalpur

- Titlagarh Doubling Project) North Block 2nd floor JeevanSamrudhi LIC Building Thikkana Road Vishakhapatnam - 530004 (AP) on 17thFebruary 2020 with a contract value ' 130.09 crores.

8. Performance and financial position of each of the subsidiariesand associates companies are included in the consolidated

financial statement.

9. CREDIT Rating

The accounts of the company is NPA since 2012 therefore no rating hasbeen assigned to the company.

10. Listing with stock exchanges

The Company confirms that it has paid the Annual Listing Fees for thefinancial year 2020-21 to The Bombay Stock Exchange

Limited and National Stock Exchange of India Limited where theCompany's Shares are listed.

11. Management Discussion and Analysis Report:

As required under regulation 34 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management

Discussion and Analysis Report is enclosed as a part of this report as ‘Annexure-A'.

12. Corporate Governance and Shareholders Information:

The Company is committed to maintain the highest standards of CorporateGovernance and adheres to the Corporate Governance requirements as stipulated bySecurities and Exchange Board of India (SEBI). The report on Corporate Governance asprescribed in Schedule V (C) of the SEBI Listing Regulations forms an integral part ofthis Annual Report. the requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance along-with a declaration signed byManaging Director stating that the members of the Board of Directors and Senior Managementpersonnel have affirmed compliance with the respective codes of conduct of the Board ofDirectors and Senior Management is attached to the report on Corporate Governance. Areport on Corporate Governance is included as a part of this Annual Report as ‘Annexure-B'.

13. The extract of the annual return as provided under sub-section (3)of section 92;

As per the provisions of section 92(3) of the companies act 2013 andRules framed there under the extract of the Annual Return for FY 2020 is given in Annexure-C in the prescribed Form No. MGT-9 which is a part of this report. the same isavailable on http://arssgroup.in/pdf/MGt-9_%2031032020.pdf

14. Board Committees

the Board of Directors of your Company had already constituted variousCommittees in compliance with the provisions of the Companies Act 2013 and SEBI ListingRegulations viz. Audit Committee Nomination and Remuneration Committee StakeholdersRelationship Committee and CSR Committee.

During financial year 2014-15 in accordance with the provisions of theerstwhile Clause 49 of the Listing Agreement the Board had voluntarily constituted theRisk Management Committee.

All decisions pertaining to the constitution of Committees appointmentof members and fixing of terms of reference / role of the Committees are taken by theBoard of Directors.

Details of the role and composition of these Committees including thenumber of meetings held during the financial year and attendance at these meetings areprovided in the Corporate Governance Section of the Annual Report

15. Number of Board Meetings:

Four Board Meetings were held during the year and the gap between twomeetings did not exceed four months. the dates on which the Board Meetings were held areas follows:

28th May 2019 12th August 2019 14thNovember 2019 and 14th February 2020.

16. Committees of the Board of Directors

a. Audit Committee

the company has in place an Audit Committee in terms of therequirements of the Companies Act 2013 read with the rules made there under andRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.the details relating to the same are given in ‘Annexure B' of the Board Reporton the Corporate Governance forming part of this report. Members are requested to refer topoint No. 4 of Corporate Governance Report attached with this annual report.

b. Nomination and Remuneration Committee

the company has in place Nomination and Remuneration Committee in termsof the requirements of the Companies Act 2013 read with the rules made there under andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.the details relating to the same are given in ‘Annexure B' of the Board Reporton the Corporate Governance forming part of this report. Members are requested to refer topoint No. 5 of Corporate Governance Report attached with this annual report.

c. Corporate Social Responsibility Committee (CSR):

the company has in place Corporate Social Responsibility Committee(CSR) in terms of the requirements of section 135 and Schedule VII of the Companies Act2013. the details relating to the same are given in ‘Annexure B' of the BoardReport on the Corporate Governance forming part of this report. Members are requested torefer to point No. 6 of Corporate Governance Report attached with this annual report.

d. Shareholders Relationship Committee

The company has in place Shareholders Relationship Committee in termsof the requirements of the Companies Act 2013 read with the rules made there under andRegulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.the details relating to the same are given in Annexure B' of the Board Report on theCorporate Governance forming part of this report. Members are requested to refer to pointNo. 7 of Corporate Governance Report attached with this annual report.

17. Dematerialization of shares:

Physical/ NSDL/ CDSL/Summary Report as on 31st March 2020representing 99.94% of total Equity Share Capital of the Company were held indematerialized form. The Company's Registrars is Bigshare Services Private Limited 1stFloor Bharat Tin Works Building Opp. Vasant Oasis Makwana Road Marol Andheri EastMumbai - 400059 Maharashtra.

Particulars No. of Shareholders % No. of Shares %
CDSL 8045 46.86% 13458612 59.19%
NSDL 9116 53.10% 9266627 40.75%
PHYSICAL 8 0.04% 12727 0.06%
TOTAL 17169 100.00% 22737966 100.00%

18. Public deposits covered under Chapter V of the Act

Your Company has not invited any deposit from public and shareholders.So the provisions of the Chapter V of the Companies Act 2013 are not attracted.

19. Auditors: Statutory Auditors:

At the Nineteenth AGM held on September 25 2019 the Members approvedappointment of M/s. A R M S & Associates Chartered Accountant (Firm'sRegistration No. 013019N) of Gurugram as Statutory Auditors of the Company to hold officefor a period of five years from the conclusion of that AGM till the conclusion of thetwenty-forth AGM.

Cost Auditors:

Company has maintained proper cost records and books of accountpursuant to the Rules made by the Central Government for the maintenance of cost recordsunder sub-section (1) of Section 148 of the Act in respect of Company's products/services.

M/s. Asutosh & Associates Cost Accountants Bhubaneswar wereappointed as Cost Auditors for auditing the cost accounts of your Company for the yearended 31st March 2020 by the Board of Directors pursuant to the Section 148 ofthe Companies Act 2013 and Companies (Audit and Auditors) Rules 2014.

Secretarial Auditors:

M/s Sunita Mohanty & Associates. a firm of practicing CompanySecretaries Bhubaneswar were appointed as Secretarial Auditors of the Company for thefinancial year 2019-20 by the Board of Directors pursuant to the Section 204 of theCompanies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The Secretarial Audit Report submitted by M/s SunitaMohanty & Associates is enclosed as a part of this report ‘Annexure-D'.The secretarial Audit Report deport doesn't have any qualifications however there aresome matters of emphasis marked by the auditors. In the opinion of the management allmatters pending before concern authorities and will be settled. These matters will notimpact the company's going concern.

Internal Auditors:

M/s. PR & Associates Cost Accountants Bhubaneswar were appointedas Internal Auditors of the Company for the financial year 2019-20 by the Board ofDirectors pursuant to the Section 138 of the Companies Act 2013 read with Companies(Accounts) Rules 2014.

20. Report of Auditors:

Statutory Auditors

Our reply to the qualifications of Auditors: -

Basis for Qualified Opinion on standalone Financial Statements

a) In absence of relevant records Contract-wise surplus/loss hasneither been ascertained nor recognized in compliance with Ind AS-115 ‘Revenue fromcontract with customers'

Company Reply: During the work execution period there is escalationclaim revision of contact value extension of completion period etc due to whichunpredictable variation in reliable estimation of revenue and cost. Also the allocation ofcombine Operating overhead Head office overhead and Financial Cost is not possible due tocombine use or high swapping of resources size of the Contracts. Hence financialimplication of the qualification is not quantifiable.

b) The company has overdue accumulated secured debts amounting to '1613.26 Crores out of which ' 121.03 Crores subject to interest reconciliation from01.10.2018 and ' 1492.23 Crores subject to reconciliation of interest thereon from

01.072016. Banks have classified the accounts as NPA. No interest hasbeen charged on these secured debts to the Profit & Loss account resulting inunderstatement of loss to that extent and understatement of liability. Secured lendershave served notices on various dates under section 13(2) of Securitisation andReconstruction of Financial Assets and Enforcement of Security Interest Act 2002 forrecovery of their dues Various Secured Lenders have moved to National Company Lawtribunal towards their recovery of dues under Insolvency & Bankruptcy Code and theirapplication is still pending for acceptance at NCLT Level

Company Reply: the Company has not provided interest on NPAaccounts Since the outstanding amount is not quantifiable and the company is in theprocess for one time settlement with the various banks and However the Bank of Indiadeclined the proposal and moved to NCLr but the case is not yet admitted.

c) Bank statements of Various Accounts has not been provided to us dueto same has been classified as Non-Performing Assets by Respective Banks. So we are unableto ascertain balances and transaction with these banks.

Company Reply: the accounts became NPA therefore bank statementsare not provided by the banks. the company is in the process for one time settlement withthe banks.

Basis for Qualified Opinion on Consolidated Financial Statements

a) In absence of relevant records Contract-wise surplus/loss ofholding company has neither been ascertained nor recognized in compliance with Ind AS-115‘Revenue from contract with customers'.

Company Reply: During the work execution period there is escalationclaim revision of contact value extension of completion period etc due to whichunpredictable variation in reliable estimation of revenue and cost. Also the allocation ofcombine Operating overhead Head office overhead and Financial Cost is not possible due tocombine use or high swapping of resources size of the Contracts. Hence financialimplication of the qualification is not quantifiable.

b) The company has overdue accumulated secured debts amounting to '1613.26 Crores out of which ' 121.03 Crores subject to interest reconciliation from01.10.2018 and ' 1492.23 Crores subject to reconciliation of interest thereon from

01.072016. Banks have classified the accounts as NPA. No interest hasbeen charged on these secured debts to the Profit & Loss account resulting inunderstatement of loss to that extent and understatement of liability. Secured lendershave served notices on various dates under section 13(2) of Securitisation andReconstruction of Financial Assets and Enforcement of Security Interest Act 2002 forrecovery of their dues Various Secured Lenders have moved to National Company LawTribunal towards their recovery of dues under Insolvency & Bankruptcy Code and theirapplication is still pending for acceptance at NCLT Level.

Company Reply: The Company has not provided interest on NPAaccounts Since the outstanding amount is not quantifiable and the company is in theprocess for one time settlement with the various banks and However the Bank of Indiadeclined the proposal and moved to NCLT but the case is not yet admitted.

c) Bank statements of Various Accounts has not been provided to us dueto same has been classified as Non-Performing Assets by Respective Banks. So we are unableto ascertain balances and transaction with these banks.

Company Reply: The account became NPA for both the cases thereforebank statements are not provided by the banks. The company is in the process for one timesettlement with the banks.

d) In the absence of audited books of accounts of ARSS-SIPS JV ARSSTechnocomPriyashiAashi JV and ARSS-BMS JV financial data from these entity have not beenincluded in consolidation of financial statement.

Company Reply: The accounts of the JVs are under the control ofrespective JV Partners i.e. Shyam Indus Power Solutions Pvt Ltd BMS Projects and M/s.TECHNOCOM. The accounts of these JVs are yet to be finalized from their end. Hencefinancial implication for the JV is not quantifiable. However the accounting effect of thediscrepancies if any after the finalization of its accounts will be given at current date

e) In case of M/s. ARSS Damoh-Hirapur Tolls Pvt. Ltd; wherein statusof rights and title on the Capital work-in-progress valued at ' 84.68 Crores hasneither been ascertained nor the effect of the same has been accounted for in thefinancial statements.

Company Reply: We have filed Arbitration claim before MPRDCL forrights on the title the matter is subjudice.

f) In case of M/s. ARSS Damoh-Hirapur tolls Pvt. Ltd; wherein inabsence of details of physical verification of Capital Work in Progress discrepancies ifany between book and physical balance could not be ascertained including effect of thesame in the financial statements.

Company Reply: the work has been terminated since long and mater issubjudice and therefore it is difficult to do physical verification.

g) In case of HCIL -ADHIKARYA- ARSS JV wherein status of rightstitle and recoverability of the Work-In-Progress valued at ' 165.38 Crores hasneither been verified and ascertained nor the effect of the same has been accounted for inthe financial statement.

Company Reply: Since the matter is in Arbitration the Company hasnot booked the Work in Progress in revenues awaiting the final decision.

21. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles ofAssociation of the Company Shri Rajesh Agarwal Managing Director of the Company retireby rotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment. the proposal regarding the re-appointment of the aforesaid Director isplaced for your approval. the Board of Directors recommends his re-appointment.

Suitable resolution(s) for appointment / reappointment of Director(s)as referred above will be placed for approval of the members in the forthcoming AnnualGeneral Meeting. the brief resume and other information of the concerned director(s) interms of the Regulation 26(4) and 36 (3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 have been detailed as an annexure in the notice conveningthe forthcoming Annual General Meeting.

During the year the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard/ Committee of the Company.

the Board has recommended to take a consent of the Members by way ofSpecial Resolution in ensuing Annual General Meeting for continuation of Mr. K. C. RautNon-Executive Nominee Director beyond the age of seventy five years. the Board has alsorecommended the reappointment of Mr. Rajesh Agarwal Managing Director of the Company forfurther term of Five years from 1st April 2021 to 31st March 2026without any remuneration.

Pursuant to Section 203 of the Act Mr. Prakash Chhajer has beenappointed as Company Secretary of the company w.e.f. 28.05.2019

22. Key Managerial Personnel

Following persons are the Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder:

a. Mr. Rajesh Agarwal Managing Director;

b. Mr. S. K. Pattanaik Chief Financial Officer and

c. Mr. Prakash Chhajer Company Secretary*

*w.e.f. 28.05.2019

23. Declaration given by independent directors under sub-section (6)of section 149;

Pursuant to the provisions of Section 149 of the Act the independentdirectors have submitted declarations that each of them meet the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the SEBI Listing Regulations. there has been no change in the circumstancesaffecting their status as independent directors of the Company.

24. Secretarial Standards

the Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.

25. Director's Responsibility Statement:

Pursuant to the section 134 sub-section (3) clause (c) Directorsconfirm and state that—

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures if any

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors had laid down internal financial controls and suchinternal financial controls are adequate and are operating effectively.

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

26. Code of Conduct

The Code of Conduct (hereinafter referred to as ‘Code') isapplicable to all its Board Members and Senior Management Personnel of the Company. A Codeof Conduct for the Directors and Senior Management Personnel has already been approved bythe Board of Directors of the Company. All Board Members and Senior Management Personnelhad affirmed compliance with the Code during the year and no violation of the same wasreported. A declaration to the effect that all Board Members and Senior ManagementPersonnel have complied with the Code during the financial year 2019-20 duly signed byManaging Director of the Company is herein below enclosed with Corporate GovernanceReport. The Code has also been posted on the Company's Web-site at arssgroup.in.

27. Particulars of employees (rule 5(2) and 5(3)) and managerialremuneration ( rule 5(1)) of the companies (appointment and remuneration of managerialpersonnel) rules 2014 and under section 197(12) of the act

The total number of employees as on 31st March 2020 stoodat 331.

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) 5(2) and 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided asfollows:

(i) The percentage increase in remuneration of each director ChiefFinancial Officer Company Secretary during the financial year 2019-20 and ratio of theremuneration of each director to the median remuneration of the employees of the companyfor the financial year 2019-20 are as under;

Sr. Name of the Director/ KMP and designation No. Remuneration of Director/ KMP for the FY 2019-20 (' in Lacs) % increase in remuneration in the FY 2019-2020 Ratio of remuneration of each Director/ to median remuneration of employees
1 Mr. Subash Agarwal Chairman Nil Nil Nil
2 Mr. Rajesh Agarwal Managing Director Nil Nil Nil
3 Mr. S. K. Pattnaik Chief Financial officer 30.00 Nil Not Applicable
4 Mr. Prakash Chhajer Company Secretary 13.75 Nil Not Applicable

(ii) The median remuneration of employees of the company during thefinancial year was ' 156000 ;

(iii) In the Financial year there was an increase 4.00% in the medianremuneration of employees;

(iv) There were 331 permanent employees on the rolls of Company as onMarch 312020;

(v) Average percentage increase in the salaries of employees other thanthe managerial personnel in the last financial year i.e. 2019-20 was 8.62% whereas therewere no increase in the managerial remuneration for the same financial year.; and

(vi) It is hereby affirmed that the remuneration paid is as per theRemuneration Policy for Directors Key Managerial Personnel and other Employee.

THE INFORMATION REQUIRED UNDER SECTION 197 OF THE ACT READ WITH RULE5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014 ARE GIVEN BELOW:

SL. NO Name AGE IN YEARS Qualification Date of Comencement Of Employment Designation Remuneration (Amount in ?) Total Experience (No. of yrs.) Previous Employment (Designation) Percentage of equity share held by employee in company
1 Mr. Sunil Agarwal 43 Commerce Graduate 01.11.2007 President & CEO 4200000 20 NA 1.23
2 Mr. Anil Agarwal 48 Commerce Graduate 01.11.2007 Sr.VP & COO 4200000 24 NA 1.49
3 Mr. S. K. Pattanaik 48 M.Com LLB PGDM 01.04.2015 CFO 3000000 19 ARSS I.PL. DF 0.00005
4 Mr. Surendra Ku. Khare 53 BE-CIVIL 15.03.2012 VP-Contract & Arbitration 2400000 29 Niraj Cement Structure Limited - GM-Contract
5 Mr. Sanjay Peshion 51 B.TECH.- CIVIL 01.05.2016 VP 1800000 28 Harishchandra India Ltd. -Additional GM
6 Mr. K.P. Verma 51 BE-CIVIL 01.04.2016 Project Director 1560000 23 Aravali Infra Power Ltd. - Project Manager
7 Mr. Rashmi Ranjan Singh 46 CA 01.08.2007 AVP-Finance & Accounts 1560000 16 ARSS I.PL. - Financial Advisor
8 Mr. Kedar Gouri Padhy 43 DCE B Tech Civil 08.11.2017 Project Manager 1500000 16 Reliance Industries Ltd. - Senior Manager
9 Mr. Prakash Chhajer 38 CS 28.05.2019 Company Secretary 1500000 12 Scan Energy & Power Limited
10 Mr. Amarkant Pathak 45 BA 20.10.1996 Site In Charge 1200000 24 - -

28. Company's Policy On Directors' Appointment AndRemuneration Including Criteria For Determining Qualifications Positive AttributesIndependence Of A Director And Other Matters Provided Under Sub-Section (3) OfSection 178;

The Company's policy on appointment of directors is available onwww.arssgroup.in. The policy on remuneration and other matters provided in Section 178(3)of the Act has been disclosed in the Corporate Governance Report which is a part of thisreport and is also available on www.arssgroup.in

29. Industrial Relation:

Employee relations continued to be cordial throughout the year. thewhole-hearted support of employees and a sense of belongingness with the organization andsolidarity with the management of the Company have helped to cope with the presentchallenges of the Company during the year.

30. Adequacy of internal financial controls with reference to theFinancial Statements. -

Management has put in place effective Internal Control Systems toprovide reasonable assurance for:

• Safeguarding Assets and their usage.

• Maintenance of Proper Accounting Records and

• Adequacy and Reliability of the information used for carrying onBusiness Operations.

Key elements of the Internal Control Systems has been provided &explained in MDA report attached with Director's Report.

31. Annual Evaluation by the Board of Its Own Performance(Including Committees and Individual Directors)

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionand independence of judgment thereby safeguarding the interest of the Company. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The board also carried out annual performance evaluation of the working of its AuditNomination and Remuneration as well as stakeholder relationship committee. The Directorsexpressed their satisfaction with the evaluation process.

32. Segment wise performance:

The Company is engaged in only one segment viz. Construction Businessand as such there is no separate reportable segments as per IND AS -108 "OperatingSegment."

33. Independent Directors Meeting

During the year under review the Independent Directors of the Companymet on 14th February 2020 inter-alia to discuss:

i) Evaluation of performance of Non-Independent Directors and the Boardof Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company takinginto account the views of Executive and NonExecutive Directors.

iii) Evaluation of the quality content and timelines of flow ofinformation between the Management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.

34. Familiarisation Programme of Independent Directors

In compliance with the requirements of SEBI Listing Regulations theCompany has put in place a familiarization program for Independent Directors tofamiliarize them with their role rights and responsibility as Directors the operationsof the Company business overview etc. The details of the familiarization program areexplained in the Corporate Governance Report and the same is also available on the websiteof the Company.

35. Details of significant and material orders:

There are no significant and material order passed by the regulators orcourts or tribunals impacting the going concern status and company's operations infuture.

36. Particulars of Loans Guarantees or Investments under Section 186

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

37. Particulars of Contracts or Arrangements with Related PartiesReferred To In Sub-Section (1) of Section 188 in the Prescribed Form AOC-2

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in its ordinary course of business andon an arm's length basis. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.

The Policy on Materiality of Related Party Transactions and on dealingwith Related Party Transactions as approved by the Board is put up on the Company'swebsite and can be accessed at http://arssgroup.in/pdf/ARSS%20POLICY%20ON%20 RELATED%20PARTY%20T RANSACTIONS.pdf

All related party transactions are in compliance with Ind-AS 24Section 188 and / or SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and are placed before the Audit Committee as also before the Board for approval.Prior omnibus approval of the Audit Committee was also sought for transactions which areof a foreseen and repetitive nature.

There were no materially significant related party transactions whichcould have potential conflict with interest of the Company at large.

Members may refer Note 61 to the Standalone Financial Statement whichsets out related party disclosures pursuant to Ind-As 24.

The particulars of contracts entered into with related parties duringthe year as per Form AOC-2 is enclosed as ‘Annexure-E'.

38. Material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report:

There have been no material changes and commitments affecting thefinancial position of the company between the end of the financial year and date of thisreport. There has been no change in the nature of business of the company.

39. Compounding status

The company has received show cause notices by the office of RegionalDirector Eastern Region and Registrar of Companies of Odisha at Cuttack Pursuant to theinspection held under section 209(A) of The Companies Act 1956 in the year 2016-17 forthe non compliance of few section of the companies act. The company has already compounded13 sections out of total thirty eight sections for which show cause notices were issued.Rest are under the process and will be compounded in due course.

During the year under review the company has received six (6) showcause notices under various section of the companies act and all are under process ofcompounding.

40. Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

During the year under review the Company has taken adequate measuresfor conservation of energy and also has not gone for any technology absorption whatsoeverin accordance with the provisions of sub - Section (3) (m) section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014. The Company has neither earnedany income nor incurred any expenditure in foreign currency during the financial yearended 31st March 2020.

41. Development and Implementation of Risk Management Policy:

The Company has established risk management framework. The Company hasbeen addressing various risks impacting the Company. In accordance with the provisions ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company at its Meeting held on February 2015 has constituted a RiskManagement Committee and has approved the Risk Management Policy of the company. ThisCommittee has been delegated the authority by the Board to review and monitor theimplementation of the risk management policy of the Company.

42. Corporate Social Responsibility

i) Terms of reference:

The Committee formulates CSR Policy. The role of the Committee is asunder:

a. Formulate and recommend to the Board a Corporate SocialResponsibility Policy which shall indicate the activities to be undertaken by the Companyas specified in Schedule VII of the Companies Act 2013.

b. Recommend the amount of expenditure to be incurred on the activitiesreferred in the CSR policy.

c. Monitor the CSR Policy of the Company and its implementation fromtime to time.

d. Such other functions as the Board may deem fit from time to time. ii)Composition name of Members and attendance during the year:

The CSR Committee of the Company consists of 2 Non-ExecutiveIndependent Directors and 1 Executive Director.

Name of the member Position No. Of Meetings held during the FY 2019-20 No. of meetings Attended during the FY 2019-20
Mr. Rajesh Agarwal Chairman 1 1
Mr. Swarup Chandra Parija Member 1 1
Mr. Pareswar Panda Member 1 1

iii) No. of Meetings held during the year:

During the year the committee has met once i.e. on 28th May2019

iv) Amount incurred on CSR activities during the year:

Section 135 of the Companies Act 2013 & Companies (CorporateSocial Responsibility Policy) Rules 2014 (CSR Rules) makes it mandatory for certaincompanies who fulfill the criteria as mentioned under Sub Section 1 of Section 135 tocomply with the provisions of Corporate Social Responsibility and accordingly company hadconstituted a CSR committee and has also adopted the CSR Policy for the company asapproved by the committee.

Since the average of the last three years profit was in negativefigures i.e. (' 2794) crores loss company need not to incur any amount towards CSR in theFY 2019-20.

A responsibility statement of the CSR Committee

the CSR Committee has confirmed that the implementation and monitoringof CSR Policy is in compliance with CSR objectives and Policy of the Company.

Sd/-(Chairman CSR Committee)

43. Whistle Blower Policy of the Company

the Company has a Whistle Blower Policy and has established thenecessary vigil mechanism for directors and employees in confirmation with Section 177(9)of the Act and Regulation 22 of Listing Regulations to report concerns about unethicalbehavior. the details of the policy have been disclosed in the Corporate GovernanceReport which is a part of this report and is also available on www.arssgroup.in. therewere no complaints under the whistle blower during the year under review.

44. Internal Complaint Committee

Company has a well formulated Policy on Prevention & Redress ofSexual Harassment. the objective of the policy is to prohibit prevent and address issuesof sexual harassment at the workplace. this policy has striven to prescribe a code ofconduct for the employees and all employees have access to the Policy document and arerequired to strictly abide by it. the policy covers all employees irrespective of theirnature of employment and also applicable in respect of all allegations of sexualharassment made by an outsider against an employee. During the year 2019-20 no case ofSexual Harassment was reported.

45. Reporting of Frauds:

there have been no instances of fraud reported by the StatutoryAuditors under Section 143(12) of the Act and Rules framed there under either to theCompany or to the Central Government.

46. Disclosure requirements:

As per SEBI Listing Regulations the Corporate Governance Report withthe Auditors' Certificate thereon and the Management Discussion and Analysis Reportare attached which forms part of this report. The Company has devised proper systems toensure compliance with the provisions of all applicable Secretarial Standards issued bythe Institute of Company Secretaries of India and that such systems are adequate andoperating effectively.

47. Acknowledgement:

Your Directors would like to acknowledge and place on record theirsincere appreciation for assistance and co-operation received from the financialinstitutions banks Government authorities customers and members during the year underreview. Your Directors also place on record their deep sense of appreciation for thecommitted services by the executives employees at all levels.

For and on behalf of the Board of Directors
Sd/-
Place: Bhubaneswar (Subash Agarwal)
Dated: 27th August 2020 Chairman

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