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Ashoka Buildcon Ltd.

BSE: 533271 Sector: Engineering
BSE 00:00 | 29 Nov 76.80 -0.90






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OPEN 78.50
VOLUME 174309
52-Week high 108.50
52-Week low 69.00
P/E 5.40
Mkt Cap.(Rs cr) 2,156
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 78.50
CLOSE 77.70
VOLUME 174309
52-Week high 108.50
52-Week low 69.00
P/E 5.40
Mkt Cap.(Rs cr) 2,156
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ashoka Buildcon Ltd. (ASHOKA) - Director Report

Company director report

Dear Members

Ashoka Buildcon Limited

Your Directors have pleasure in presenting the 29th Annual

Report ("the Report" / "this Report") along withaudited financial statements of your Company for the financial year ended March 31 2022.

Financial Results

The financial statements of the Company are in accordance with Section133 of the Companies Act 2013 (the ‘Act') read with the Companies (Accounts)Rules 2014 and amendments thereof. The standalone as well as the consolidated financialstatement have been prepared in accordance with the Indian Accounting

Standards (Ind AS). The consolidated and standalone financialhighlights of the Company for the financial year ended March 31 2022 are summarised asfollows.


(Rs. in Lakh except EPS)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Total Receipts / Gross 479029.16 400960.10 614722.48 512187.20
Sales and Operating Income
Profit Before 61487.30 63442.67 94443.95 71351.89
Depreciation Tax and Exceptional Items
Depreciation and Amortisation Expenses 6970.70 8720.03 33823.00 27586.83
Profit/(Loss) Before Tax & Exceptional Items 54600.93 54722.64 60620.95 43765.06
Exceptional Items 76960.00 0.00 (32600) 0.00
Provision for Taxation 8505.75 13910.00 16080.35 16416.99
Profit/(Loss) after tax (30864.82) 40812.64 77140.60 27348.07
Other Comprehensive Income 62.53 (33.13) 130.42 (17.57)
Share of Profit/(Loss) of subsidiaries transferred to Non-controlling Interest * N.A. N.A. (715.50) (274.17)
Total Comprehensive Income (post Non- controlling interest) (30809.29 ) 40779.51 77974.51 27603.76
Earnings per Equity Share (EPS)
Basic (face value Rs.5/- each) (10.99) 14.54 27.73 9.84
Diluted (face value Rs.5/- each) (10.99) 14.54 27.73 9.84

* Applicable only in case of consolidated financial statements.

Performance of the Company during FY 2021-22

Reason for loss:

Net loss in Standalone Financial statements FY2022 of the Company is onaccount of Exceptional Loss booked of Rs.769.60 Crore arising on account of settlementagreement entered by the Company with Macquarie and impairment loss mainly on account ofimpairment in carrying value of BOT investment assets as the Company has entered intoagreement for sale of BOT Assets. These assets at consolidated levels were alreadyincurring losses and due to which at consolidated level the Company did not have thisimpairment loss. Please refer note No. 60 titled ‘Exceptional Loss' to theStandalone Financial Statements.

Projects update:

During the year under review the Company has won Road Projects on EPCbasis worth Rs.5333.92 Crore Power Projects worth Rs.2126.56 Crore Water SewageProject worth Rs.607.06 Crore Building vertical Rs.2189.36 Crore and smart infravertical Rs.1171 Crore aggregating worth Rs.10695.84 Crore as detailed below.

Name of the Project Authority Project Cost
EPC - Roads-Highways (Rs. Crore)
Request for Proposal for Development of Memmadpur (Ambala) - Banur (IT City Chowk) Kharar (Chandigarh) Corridor under Bharatmala Pariyojana - Package- II - 6 laning of IT City Chowk to Kurali National Highways Authority of India (NHAI) 726.00
Chandigarh Road (Design length: 31.23 Km) in the state of Punjab on EPC mode Execution of Civil & associated works on Engineering Procurement & Construction (EPC) basis of Six Laning of National Corridor NH-19 from Pangarh to Palsit from km. 521.120 to km. 588.870 (total design length 67.750 km) in the State of West Bengal Adani Road Transport Limited 1567.45
Request for Proposal for Widening/ Improvement to 4 (Four) Lane with Paved Shoulder from KM 113+300 to Km 146+250 (Design Chainage 113+830 to 145+712) of Kwaram Taro Village Dillai Section (Package-6) of NH 29 in the state of Assam on EPC mode National Highways & Infrastructure Development Corporation Limited 315.96
Request for Proposal for Construction of Six lane link road (NH-1665) with paved shoulder configuration to Mopa Airport in the State of Goa on EPC mode Ministry of Road Transport & Highways 769.41
Name of the Project Authority Project Cost
(Rs. Crore)
Work of construction of Rock fill embankment and subgrade work for Navi Mumbai International Airport Howe Engineering Projects (India) Private Limited 303.35
Request for Proposal for Construction of 6 laning from Belgaum to Sankeshwar Bypass from Km. 515+000 to Km. 555+017 of NH-48 in the state of Karnataka on Engineering Procurement & Construction (EPC) Mode under Bharatmala Pariyojana (Package-I)'. National Highways Authority of India (NHAI) 829.49*
Development of 6 lane Access Controlled Greenfield highway from KM 162.500 to KM 203.100 Baswantpur to Singondi Section of NH 150 C (Package 4 of Akkalkot KNT of TS Border) on Hybrid Annuity Mode (HAM) under Bharatmala Pariyojana' National Highways Authority of India (NHAI) 790.00*
Empanelment of Transportation agencies with rate contract for Evacuation of ash from ash ponds of Durgapur Steel Thermal Power Station of DVC and nuisance free transportation along with disposal of the same in NHAI / Govt. road project sites / also any other designated places outside plant boundary of DSTPS DVC like abandoned open cast mines/ Stone Quarries etc. Damodar Valley Corporation 32.26*
Sub-total (A) 5333.92
EPC - Power & Railways
Gauge Conversion of Bechraji (63.83 KM) Ranuj (101.983 KM) Section Total Length of 38.153 KM Metre Gauge to Broad Gauge with 25 KV AC Electrification in Ahmedabad(G-RIDE) Division of Western Railway Gujarat Rail Infrastructure Development Corporation Limited 333.63
"Provision of supply Erection Testing & Commissioning of Electro Mechanical (E&M) System which includes 33/11kv & 11/0.433kv GIS Substations 33kV & 11kv Power Cable network DG Sets Ventilation & Control System Lighting UPS System Fire Fighting System & SCADA System etc. and associated works complete in all respect as required for Tunnel T-14 & T-15 + T-40/41 on Dharam-Katra Section of USBRL Project (J&K) IRCON International Limited 482.64
(Package: T-14 & T-15 + T-40/41 E&M)
Name of the Project Authority Project Cost
(Rs. Crore)
Sub-station package -SS71 Associated with the Development of Transmission system for 1500 MW Solar parks in Madhya Pradesh Rewa Ultra Mega Solar Limited 218.67
Electrification of Railway Lines of the sections Rangiya (Excl.)- Murkongselek including branch lines of Rangapara North (Excl.)- Dekargaori Balipara(Excl.)- North Frontier Railway 692.50
Bhalukpong Harmuty (Excl.)-
Naharlagun Sripani - Dhamalgaon(Excl) Furkating Jn.(Excl.) to Mariani in.(Excl.) And Tinsukia to Dangri Section including branch line of Makum in to Tirap Northeast Frontier Railway RKM / 1KM - 733.35 /947.59 on EPC mode' in the state of Assam
Construction of new 33/11 kv substation with construction of new 33kv Terminal Bay construction of 33kv and 11kv lines for Distribution System Enhancement and Loss Reduction in Mangaldoi Electrical Circle on turnkey basis Assam Power Distribution Company Limited 163.99
Rural Electrification Project of One Hundred (100) Localities by the Centralized Network In Republic Of Benin Lot 3: Electrification of 27 localities in the Collines and Zou Departments Agence B?ninoise d'Electrification Rurale et de Ma?trise d'Energie (ABERME) 52.36
Rural Electrification Project of One Hundred (100) Localities by the Centralized Network In Republic Of Benin Lot 4: Electrification of 23 localities in the Departments of Mono Couffo and Borgou. Agence B?ninoise d'Electrification Rurale et de Ma?trise d'Energie (ABERME) 36.81
Construction of 132 kV GSS Narheda Devgoan Bonli Sikri & Borkheda and associated bays and lines Contract No: : BN-9015002004
Vidyut Prasaran 71.43
The entire responsibilities of Project Management Procurement Management Construction Management and Finance Management including detail Design & Engineering is taken care of by ABL. Nigam Limited
Name of the Project Authority Project Cost
(Rs. Crore)
Construction of 132 kV GSS Prabhat Nagar Jakhasar Shisha & Rajpura and associated lines Contract No: : BN- 9016002004
Vidyut Prasaran 74.53
The entire responsibilities of Project Management Procurement Management Construction Management and Finance Management including detail Design & Engineering is taken care of by ABL. Nigam Limited
Sub-total (B) 2126.56
EPC Water
Designing Providing Constructing and commissioning modernized and fully automated package/modular Sewage Treatment Plants based on MBR technology along Poisar river on Design Build Operate (DBO) along with 15 years of Operation and Maintenance and Providing and laying of sewer network provision of Interceptors for diversion of DWF construction of service road and road side drains on either banks of Poisar River for interception & diversion of sewage Municipal Corporation of Greater Mumbai (MCGM) 607.06
Sub-total (C) 607.06
EPC - Building
Design and Construction of 2000 Social Housing Units in Hulhumale' Republic of Maldives Fahi Dihiriulhun Corporation Maldives (FDC) 1018.36
Development of existing Grand Port Hospital to 600 Beds super specialty hospital and proposed medical college with residential quarters Zodiac Healotronics Private Limited / D Y Patil Group 814.00
work of construction of Mall cum Multiplex B2+B1+LG+G+4 near Pillar 64 Bailey Road Patna on item rate basis Bailey Properties Private Limited / Shriram Ozone 132.00
Design & Construction of Residential Quarters PMAY in Charholi Pune Pradhan Mantri Aawas Yojna (PMAY)/D Y Patil group 225.00
Sub-total (D) 2189.36
Grand Total 10256.90

*Excluding GST

Other Updates:

Your Company has received Commercial Operation Date (COD) for itsHAM Based Project viz. Khairatunda Barwa

Adda Road Project awarded by NHAI.

Your Company has received Commercial Operation Date (COD) for itsHAM Based Project viz. Belgaum Khanapur

Road Project awarded by NHAI.

Your Company has received Appointed Date for its HAM Based Projectviz. Bettadhalli Shivamogga Road Project awarded by NHAI.

The Company has received provisional completion certificate issuedby National Highways Authority of India (NHAI) for Kharar Ludhiana Road Project in theState of Punjab and for Ranastalam to Anandapuram

(Visakhapatnam) Project in the State of Andhra Pradesh. AshokaConcessions Limited (ACL) a subsidiary of the Company has entered into Share PurchaseAgreement (SPA) with Highway Concessions One Private Limited ("HC1") foracquisition of 49% stake (14560442 equity shares of Rs.10/- each fully paid-up) inAshoka Highways (Durg) Limited. ACL has already acquired 14560442 shares and ACL nowholds 99.99% stake in Ashoka Highways (Durg) Limited.

During the year the Company purchased 50000 equity shares ofRs.10/- each full paid-up held by Ashoka Concessions Limited in Ashoka BettadahalliShivamogga Road Private Limited to make it wholly owned subsidiary of the Company.

Ashoka Bettadahalli Shivamogga Road Private Limited a wholly ownedsubsidiary of the Company achieved financial closure for Bettadahalli Shivamogga RoadProject.

The Company has entered into an agreement on October 15 2021 withACL and Investors ("Agreement") to elaborate on the terms of understanding inrelation to the exit options for the Investors through proceeds from sale of ACL assetsand / or through restructuring of investment by swapping into identified asset/SPV of ACL.Ashoka Concessions Limited has entered into share subscription and share purchaseagreements with Galaxy Investments II Pte. Ltd. an affiliate of funds vehicles andentities managed and/or advised by Kohlberg Kravis Roberts & Co. L.P. for sale of theentire share capital (which will also include repayment of any shareholder loans) for anaggregate consideration of Rs.1337 Crore subject to adjustments for cash and debt likeitems as agreed under the respective share subscription and purchase agreements for stakeheld in the following subsidiaries. l Ashoka Highways (Bhandara) Limited; lAshoka Highways (Durg) Limited; l Ashoka Belgaum Dharwad Tollway Limited; lAshoka Sambalpur Baragarh Tollway Limited; and l Ashoka Dhankuni Kharagpur TollwayLimited There is no change in the nature of business of the Company during theyear under review.

Awards and Recognitions received by the Company during the year:

Particulars Name of the Award /
Infra Company of the Year - Ashoka Buildcon Limited Construction Week
Road Project of The Year JNPT CSR Excellence Awards - Ashoka Buildcon Limited Construction Week Mahatma Awards
Infra Person of the Year- Mr. Satish Parakh M.D - Ashoka Buildcon Limited CIA World Awards
Road Project of The Year JNPT To Ashoka Ankleshwar Manubar Expressway Private Limited Gujarat. For implementing 3 R policy and preserving the environment by utilization of Fly Ash and Copper slag waste from metallurgy industry and power plants in construction of expressway. CIA World Awards Apex India Green Leaf Gold Award 2021 Waste Management Construction Sector
To Ashoka Buildcon Limited RVNL Jharkhand Railway Project (Japla to Garwah Road) for implementation of safe workplace methodology Apex India Safe Work Place Award 2021 - Construction Sector

Future Outlook

India's infrastructure sector is rapidly growing and the keytrends show positivity and optimism. The Government of India is also progressivelystepping up its infrastructure spending through Budgetary and non-Budgetary support. Theroadmap for the infrastructure sector over the next few years appears to be robust.However much will depend on proper allocation of funds achievement of targetedshort-term goals and the execution mechanism being put in place. Your Company is anintegrated road EPC company with very wide and varied experience in design andconstruction of numerous road and highway projects across various states in

Country and Overseas. Your Company sets its outlook to be one of thebest players in the industry catering needs of various infrastructure segments. TheCompany bid for projects on an ongoing basis and infrastructure projects are awarded bythe Government of India / State Governments / State Corporations following a competitivebidding process and satisfaction of prescribed qualification criteria. BOT & HAMprojects have a long gestation period and hence require substantial capital infusion fromtime to time during the execution.

There are tremendous opportunities in the near and long term for theinfrastructure space in India. The government's ambitious infrastructure developmentprogrammes like Bharatmala Pariyojana and National Infrastructure Pipeline

(NIP) provide significant opportunities for market players to growthemselves and let others also to grow in the sector. NIP will enable a forward outlook oninfrastructure projects which will create jobs improve living and provide equitableaccess to infrastructure for all thereby making growth more inclusive which willtransform the slogan Sabka Saath Sabka Vikas into reality.

The Company was able to close the fiscal with the healthy Order Book ofRs.13731 Crore which is 2.8x fiscal 2022 revenues ensuing strong visibility for the EPCsegment for foreseeable future.

The focus of the Company in future would be on the following: Sustainablegrowth through optimised resource utilisation; Accelerate the project execution;Increase investments in equipment; Regular training and upgrading theworkforce; and Strengthen good governance practices across the Company.

We are well geared to win projects in variety of Sectors in upcomingbids which will ensure a steady growth in execution as well in revenues in the long term.

Capital Expenditure

As at March 31 2022 the Gross Fixed Assets & Intangible

Assets stood at Rs.737.64 Crore which include Capital Work in Progressand Right of use of assets and net fixed assets and net intangible assets of Rs.280.59Crore. Additions during year amounted to Rs.72.38 Crore.

Share Capital

There was no change in the authorised share capital of the Companyduring the financial year. The paid-up share capital as at March 31 2022 stood atRs.140.36 Crore. During the year under review there is no change in the paid-up sharecapital of the Company. The Company has not issued any shares with differential votingrights or by way of rights issue or Sweat

Equity shares or shares under ESOP. Further it has not provided anymoney to its employees for purchase of its own shares hence the Company has nothing toreport in respect of Rule 4(4) Rule 12(9) and Rule 16 of the Companies (Share Capital& Debentures) Rules 2014.

Other / Debt Securities

The Company has not issued any Debentures during the year under review.However the Company had issued Commercial Papers worth Rs.100 Crore as Short Term Financeand the amount is repaid / will be repaid as per terms of issue agreed. No other debtsecurities had been issued by the Company during the year.


The Board of Directors has not recommended any dividend this year dueto loss incurred.

General Reserve

No amount has been transferred to the General Reserve during the year.

Public Deposits

During the financial year 2021-22 your Company had not accepted anydeposit within the meaning of the provisions of Section 73 of the Companies Act 2013("the Act") read with the Companies (Acceptance of Deposits) Rules 2014.


Your Company has in place the following Committees as mandated underthe provisions of the Act and Listing Regulations.

The Company has duly constituted the following mandatory Committees interms of the provisions of the Companies Act 2013 & SEBI (LODR) Regulations 2015 readwith rules framed thereunder viz. a. Audit Committee: b. Nomination and RemunerationCommittee; c. Stakeholders' Relationship Committee; d. Corporate SocialResponsibility Committee; and e. Risk Management Committee.

The Composition of all such Committees number of meeting/ (s) heldduring the year under review brief terms of reference and other details have beenprovided in the Corporate Governance Report which forms part of this Annual Report. Allthe recommendations made by the Committees were accepted by the Board.

Policies / Codes of the Company:

The list of Policies/Codes hosted on the website of the Company is given in Corporate Governance Report forming part of thisreport.

Subsidiaries Associates and Joint Ventures

The Company has 37 subsidiaries including 8 subsidiaries as materialsubsidiaries 1 Associate and 4 Joint Ventures as on March 31 2022. In accordance withSection 129(3) of the Act and as per Indian Accounting Standards (Ind AS) 110 the Companyhas prepared the Consolidated Financial Statements of the Company and all its subsidiariesand Associates which form part of the Report. A report on the performance and financialposition of each of the subsidiaries associates and joint venture companies is providedin the notes to the consolidated financial statements. Pursuant to the provisions ofSection 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules 2014 astatement containing salient features of the financial statements of the Company'sSubsidiaries Associates and Joint Ventures in Form AOC-1 as

Annexure I is attached to the Board's Report.

In accordance with the provisions of Section 136 of the Act the AnnualReport of the Company containing therein its standalone and the consolidated financialstatements has been placed on the website of the Company. Further audited annual accountsof each of the subsidiary companies have also been placed on the website of the Companyat https://www.ashokabuildcon. com/financial-information.php The Shareholders interestedin obtaining a copy of the audited annual accounts of the subsidiary companies may writeto the Company Secretary at the Company's registered office address.

During the year under review:

The investment in equity shares of the Company in Unison EnviroPrivate Limited (UEPL) increased by addition of 2040000 shares from 67028586 shares to69068586 shares retaining 51% stake in UEPL and balance 49% stake held by North HavenIndia Infrastructure Fund.

The Company had purchased 50000 equity shares of Rs.10/- each fullpaid-up held by Ashoka Concessions Limited in Ashoka Bettadahalli Shivamogga Road PrivateLimited to make it wholly owned subsidiary of the Company.

Framework for Monitoring Subsidiary Companies

During the financial year 2021-22 8 (Eight) Companies were identifiedas material subsidiaries of the Company as per the Listing Regulations. In terms of theprovisions of Regulation 24(1) of the Listing Regulations appointment of one of theIndependent Directors of the Company on the Board of material subsidiaries was applicableto Viva Highways Limited Ashoka Concessions Limited Jaora-Nayagaon Toll Road CompanyPrivate Limited and Ashoka Mudhol Nipani Roads Limited. The composition and effectivenessof Boards of key subsidiaries is reviewed by the Company periodically. The Governanceframework is also ensured through appointment of Secretarial Auditors. Guidance isprovided to subsidiaries on matters relating to conduct of Board meeting training andfamiliarisation programmes for the Independent Directors on the Board of Subsidiaries.

The Company is in compliance with Regulation 24A of the ListingRegulations. The Company's unlisted material subsidiaries undergo Secretarial Audit.Copies of Secretarial Audit Reports of 7 (Seven) unlisted material subsidiaries and 1(one) Debt-listed subsidiary are available on the website of the Company at

Post closure of the financial year 2021-22 five (5) companies haveceased to be material subsidiaries of the Company due to turnover and net worth fallingbelow the threshold amounts. In view of this as on April 01 2022 Ashoka ConcessionsLimited Viva Highways Limited and Jaora-Nayagaon Toll Road Company Private Limited arethe material subsidiaries of the Company. The Company monitors performance of subsidiarycompanies inter alia by the following means: Financial statements in particularinvestments made by subsidiary companies are reviewed quarterly by the Company'sAudit Committee.

Minutes of Board meetings of subsidiary companies are placed beforethe Company's Board regularly.

A statement containing all significant transactions andarrangements entered into by subsidiary companies is placed before the Company'sBoard.

Presentations are made to the Company's Board on businessperformance of major subsidiaries of the Company by the senior management.

The Company's Policy for determining Material Subsidiaries isavailable on the website of the Company at php

Disclosure relating to remuneration of Directors Key ManagerialPersonnel and particulars of employees

In accordance with Section 178 and other applicable provisions of theAct read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules 2014issued thereunder and Regulation 19 of the LODR 2015 the Board of Directors at itsmeeting held on November 11 2020 reviewed and revised the Remuneration Policy of yourCompany. The Remuneration Policy is covered in the Corporate Governance Report which formspart of the Report.

The Remuneration Policy of the Company is hosted on the website of theCompany at

Directors and Key Managerial Personnel

During the year none of Independent Directors has resigned from thedirectorship of the Company.

Shilpa Hiran (DIN: 09045534) had been appointed as an additionaldirector and had been designated as Independent Director on the Board of Directors of yourCompany to hold office for the first term of five (5) consecutive years from February 012021 in compliance with the provisions of Sections 149 152 Schedule IV and otherapplicable provisions of the Act read with the Companies (Appointment and Qualification ofDirectors) Rules 2014. Her appointment as an Independent Director not liable to retireby rotation had been approved by the Members of the Company at the Annual General Meetingheld on September 15 2021.


The Company has received the necessary declarations from each of theIndependent Directors of the Company under Section

149(7) of the Act and Regulation 25 of the Listing Regulationsconfirming that they meet with the criteria of independence as laid down in Section 149(6)of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the ListingRegulations. There had been no change in the circumstances affecting their status asIndependent Directors of the Company so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantregulations.

Sanjay Londhe (DIN:00112604) and Milap Raj Bhansali (DIN: 00181897) areliable to retire by rotation at the ensuing AGM pursuant to section 152(6)(c) of the Actread with the Companies (Appointment and Qualification of Directors) Rules 2014 and theArticles of Association of the Company and being eligible have offered themselves forre-appointment.

The Brief profile of Mr. Sanjay Londhe and Mr. Milap Raj Bhansalidirectors retiring by rotation and the details of shareholding as per requirements of theCompanies Act 2013 the rules made there under and the Secretarial Standard (SS-2) aregiven in Annexures A & B.

Milap Raj Bhansali (DIN: 00181897) has been re-appointed as aWhole-time Director for a period of 5 years from April 01 2022 and further as perSection 196 and Schedule V of the Act the approval of the members has been obtained atthe annual general meeting held on September 15 2021 vide a special resolution forcontinuation of his office as a Whole-time Director upon attaining the age of 70(seventy) years. Mr. Satish Parakh Managing Director Mr. Ashish Kataria Whole-timeDirector Mr. Paresh Mehta Chief Financial Officer and Mr. Manoj Kulkarni CompanySecretary have been recognized as the Whole-time Key Managerial Personnel of your Companyin accordance with the provisions of sections

2(51) and 203 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

None of the Key Managerial Personnel has resigned during the year underreview.

The Independent Directors of your Company have confirmed that: a. theymeet the criteria of Independence as prescribed under Section 149 of the Act andRegulation 16 of the Listing Regulations 2015; b. they are not aware of any circumstanceor situation which could impair or impact their ability to discharge duties with anobjective independent judgment and without any external influence; and c. all theIndependent Directors have registered themselves pursuant to the Ministry of CorporateAffairs notification dated December 01 2019 viz. the Companies (Creation and Maintenanceof databank of Independent Directors) Rules 2019. Further in the opinion of the Boardthe Independent Directors fulfill the conditions prescribed under the Listing Regulations2015 and are independent of the management of the Company.

Further the Board also states that Independent Directors are thepersons of integrity and have adequate experience to serve as Independent Directors of theCompany.

Annual evaluation of Board's performance

The Nomination & Remuneration Committee (NRC) and the Board haveadopted a methodology for carrying out the performance evaluation of the BoardCommittees Independent Directors and Non-Independent Directors of the Company whichincludes criteria manner and process for performance evaluation. The criteria in thisrespect include the Board composition and structure effectiveness of board processesinformation and functioning contribution of the individual director to the Board andCommittee Meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc.

Evaluation of Performance of the Board its Committees every Directorand Chairperson for the financial year 2021-22 has been done as per the adoptedmethodology which includes review discussion feedback and discussion on feedbackreceived from the individual directors. The evaluation parameters and the process havebeen explained in the Corporate Governance Report.

Meetings of the Board

The details of the number of Board meetings of your Company are set outin the Corporate Governance Report which forms part of the Report.

In terms of requirements of Schedule IV of the Act a separate meetingof Independent Directors for FY2021-22 was held on March 20 2021. All the IndependentDirectors had attended the meeting. The directors discussed and reviewed the performanceof Non-independent Directors (including the Chairman) the entire Board and qualityquantity and timelines of the flow of information between the Management and the Board andthe Corporate Governance.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the CompaniesAct 2013 the Directors to the best of their knowledge and belief hereby state andconfirm that:

In the preparation of the annual accounts for the year ended March31 2022 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame; The Directors have approved the accounting policies and the same have beenapplied consistently and have made judgment and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312022 and of the Loss of the Company for the year ended on that date; Proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; The annual accountshave been prepared on a ‘going concern' basis; Proper internal financialcontrols are followed by the Company and that such financial controls are adequate and areoperating effectively; and

Proper systems to ensure compliance with the provisions of allapplicable laws are in place and such systems are adequate and operating effectively.

Auditors and Auditors' Reports a. Statutory Auditors

The Shareholders of the Company pursuant to the provisions of Section139 of the Act and the Companies (Audit and Auditors) Rules 2014 have appointed M/s. S RB C & CO LLP Chartered Accountants Mumbai (Firm Registration No. 324982E/E300003)as the Statutory Auditors to hold office till the conclusion of the 29th Annual GeneralMeeting (‘AGM') of the Company to be held for FY 2021-22. They have confirmedthat they are not disqualified from continuing as Auditors of the Company and are eligiblefor re-appointment. The Company has received confirmation from the Auditors to the effectthat their appointment if made will be in accordance with the limits specified under theCompanies Act 2013 and the firm satisfies the criteria specified Section 141 of theCompanies Act 2013 read with Rule4 of Companies (Audit & Auditors) Rules 2014. TheBoard is of the opinion that continuation of M/s. S R B C & CO LLP as StatutoryAuditors will be in the best interests of the Company and therefore the members arerequested to consider their re-appointment as Statutory Auditors of the Company for aterm of five years from the conclusion of the ensuing Annual General Meeting till theAnnual General Meeting to be held in the calendar year 2027 at such remuneration to beagreed and approved by the Board.

There have been no instances of fraud reported by the StatutoryAuditors under Section 143 (12) of the Companies Act 2013 and the Rules framed thereundereither to the Company or to the Central Government.

The Auditors' Reports on Standalone Financial Statements (SFS) andConsolidated Financial Statements (CFS) for the financial year 2021-22 do not contain anyqualification reservation or adverse remark except the following:


Remark: Undisputed statutory dues including goods and services taxprovident fund Employees' State Insurance Income-tax duty of excise value addedtax cess and other statutory dues have generally been regularly deposited with theappropriate authorities though there has been a slight delay in a few cases.

Reply: There was slight delay in payment of statutory dues due tounavoidable circumstances. However the same had been regularized and the dues have beenpaid during the year. The necessary precautions have been taken to ensure that no suchdelays happen in future. b. Cost Auditors

Your Company is maintaining the cost records as specified by theCentral Government under sub-section (1) of Section 148 of the Companies Act 2013 and hadappointed M/s. CY & Associates Cost Accountants (Firm Registration No. 000334) asthe Cost Auditors to conduct the audit of cost records of the Company and to issue CostAudit Report for FY2021-22.

The Board has proposed the appointment of M/s S. R. Bhargave & Co.Cost Accountants as the Cost Auditors of the Company for FY2022-23 at a remuneration ofRs.540000/- (Rupees Five Lakh Forty Thousand Only) in plus applicable taxes and out ofpocket expenses at actuals.

The consent has been received from M/s. S. R. Bhargave & Co. CostAccountants Pune to act as the Cost Auditors of your Company for the financial year2022-23 along with a certificate confirming their independence and eligibility.

Appropriate resolution has been recommended by the Board to be passedby the shareholders in the ensuing Annual General Meeting to ratify the remuneration ofthe Cost Auditors for the FY 2022-23.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhad appointed M/s. Sharma & Trivedi LLP (LLP IN : AAW-6850) Practising CompanySecretaries Mumbai to conduct the Secretarial Audit of your Company. The SecretarialAudit Report is annexed herewith as Annexure III to the Board's Report.

There are no observations / remarks or qualifications in theSecretarial Audit Report for FY2021-22 except the following:

Remark: Delay in filing few E-forms which were filed afterprescribed time with additional fees.

Reply: There was delay in filing few e-forms with Ministry ofCorporate Affairs for reasons beyond the control of the Company. However such forms werefiled with additional filing fees as prescribed under the Act and compliance has beenregularized.

d. Internal Auditors

M/s Suresh Surana & Co. LLP (an Unit of M/s RSM Astute) and M/s.Patil Hiran Jajoo Chartered Accountants have been appointed as Joint Internal Auditors ofthe Company for FY2021-22 and the reports of Joint Internal Auditors were reviewed by theAudit Committee from time to time at the meetings of Audit Committee. The observations andsuggestions of the Internal Auditors were reviewed and necessary corrective/preventiveactions were taken in consultation with the Audit Committee.

The Company has appointed M/s. Patil Hiran Jajoo CharteredAccountants Nashik and M/s Suresh Surana & Co. LLP Mumbai as Joint Internal Auditorsfor FY 2022-23.

Audits and internal checks and balances

M/s S R B C & CO. LLP Chartered Accountants audit the accounts ofthe Company.

The Company has adequate internal control systems that are commensuratewith the size and nature of its business which ensures that all the assets are acquiredeconomically and used optimally. The systems are safeguarded protected against loss fromunauthorised use or disposition and all transactions are properly authorised recordedand reported correctly. A dedicated Legal Compliance ensures that the Company conducts itsbusinesses with legal statutory and regulatory compliances. The Company has instituted alegal compliance programme in conformity with requirements of the Act to ensure that thereexists a system which is adequate and operates effectively and efficiently.Well-documented policies supplement the internal control system. Audits of variousdepartments are conducted as per the annual audit plan through joint internal auditorswho submit reports to the management and the Audit Committee of the Board from time totime. The views of the statutory auditors are also considered to ascertain the adequacyand efficacy of the internal control system and measures. The project sites of the Companyare covered through SAP ERP system. All these measures are continuously reviewed by themanagement and as and when necessary and required improvements are made.

Adequacy of Internal Financial Controls with reference to the financialstatements:

The Companies Act 2013 re-emphasizes the need for an effectiveInternal Financial Control System (IFC) in the Company which should be adequate and shalloperate effectively. The Company has an Internal Control System including InternalFinancial Controls commensurate with the size scale and complexity of its operations asapproved by the Audit Committee and the Board. The Joint Internal Auditors evaluate theefficacy and adequacy of internal control system accounting procedures and policiesadopted by the Company for efficient conduct of its business adherence to Company'spolicies safeguarding of Company's assets prevention and detection of frauds &errors and timely preparation of reliable financial information etc. Based on the reportof internal audit function respective

Department Heads take corrective actions in their respective areas andthereby strengthen the controls. Significant audit observations if any and correctiveactions thereon are presented to the Audit Committee of the Board.

The Internal Financial Controls are adequate and working effectively.The scope and authority of the Internal Audit is laid down by the Audit Committee andaccordingly the Internal Audit Plan is approved.

The policies to ensure uniform accounting treatment are extended to thesubsidiaries of the Company. The accounts of the subsidiary companies are audited andcertified by their respective Auditors for consolidation. The Management periodicallyreviews the financial performance of the Company against the approved budgets acrossvarious parameters and takes necessary action wherever required. Joint Internal Auditorshave been appointed who report on quarterly basis on the processes and system ofaccounting of the Company.

The observations if any of the Internal Auditors are resolved totheir satisfaction and are implemented across all the sites.

The emphasis of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.

The Board is of the opinion that the Company has a process in place tocontinuously monitor the existing controls and identify gaps if any and implement newand /or improved controls wherever the effect of such gaps would have a material effect onthe Company's operations.



During the year under review the Company had transferred a sum ofRs.85810/- to the Investor Education and Protection Fund established by the CentralGovernment (IEPF). The said amount represents Unclaimed Dividend (Interim & Final) forthe year 2014-2015 with the Company for a period of 7 years from their respective duedates of payment.


As required under Section 124 of the Companies Act 2013 1083 Equityshares in respect of which dividend has not been claimed by the members for Seven (7)consecutive years have been transferred by the Company to IEPF during the year underreview. The details of shares transferred have been uploaded on the website of IEPF aswell as the Company.

The members/claimants whose shares or unclaimed dividend have beentransferred to the IEPF demat Account or the Fund as the case may be may claim theshares or apply for refund by making an application to the IEPF Authority in prescribedForm IEPF 5 available on along with requisite fee as decided by theIEPF Authority from time to time. The member/claimant can file only one consolidated claimin a financial year as per the IEPF Rules.

Familiarisation Programme for Independent Directors

The details are mentioned in the Corporate Governance Report which is apart of the report. The details of the Familiarisation Programme for Independent Directorsof the Company are hosted on the website of the Company at


The details about the adoption of the various Policies as per therequirement of the SEBI (LODR) Regulations 2015 are covered in the Corporate GovernanceReport which forms part of this Report.

Prohibition of Insider Trading

The details about prohibition of trading by Insiders are covered in theCorporate Governance Report which forms part of this Report.


The Company's plant property equipment and stocks are adequatelyinsured against major risks. The Company has appropriate liability insurance. The Companyhas also taken Directors' and Officers' Liability Policy to provide coverageagainst the liabilities arising on them.

Disclosure on confirmation on the Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by theInstitute of Company Secretaries of India have been duly complied with.

Related party transactions

All Related Party Transactions entered during the financial year2021-22 were in compliance with the requirements of the Act and the Rules framedthereunder and LODR 2015. All the required approvals of the Audit Committee the Board ofDirectors and Shareholders as the case may be have been obtained in accordance withapplicable laws for the Related Party Transactions. RPT Policy is uploaded on the websiteat During the financial year2021-22 your Company entered into transactions with related parties as defined underSection 2(76) of the Act read with the Companies (Specification of Definitions Details)Rules 2014 which were in the ordinary course of business and on arm's length basisand in accordance with the provisions of the Act Rules issued thereunder and Regulation23 of the LODR 2015. Further other suitable disclosures as required under IND AS - 24have been made in the Notes to the financial statements.

During the financial year 2021-22 there were no materially significantRelated Party Transactions entered by the Company with Promoters Directors or KeyManagerial Personnel which may have a potential conflict with the interest of theCompany. The details of the related party transactions are set out in Note No. 47 to thestandalone financial statements forming part of the Report.

The Form AOC-2 pursuant to Section 134(3)(h) of the Act readwith Rule 8(2) of the Companies (Accounts) Rules 2014 in respect of disclosure ofcontracts/arrangements with related parties under section 188 is set out as Annexure-IIto the Board's Report.

Particulars of loans given investments made guarantee given andsecurities provided under Section 186 of the Act

The particulars of the loans given investments made or guaranteesgiven and securities provided covered under the provisions of Section 186 of the Act areprovided in the Notes to the Standalone Financial Statements.

Annual Return

The Annual Return of the Company for FY2021-22 in prescribed formMGT-7 is available on the website of the Company at:

Corporate Social Responsibility

Your Company believes that Corporate Social Responsibility is anintegral part of its business. It seeks to operate its business in a sustainable mannerwhich would benefit the Society at large in alignment with the interest of itsstakeholders. As per the requirements of Section 135 of the Companies Act 2013 pertainingto Corporate Social Responsibility ("CSR") your Company has duly constituted aCorporate Social Responsibility Committee ("CSR Committee"). The composition andterms of reference of the CSR Committee are provided in Corporate Governance Report. TheCompany has framed Corporate Social Responsibility policy which is available on thewebsite of the company at

The Company was required to spend Rs.10.28 Crore on CSR activities forFY2021-22. The Company had spent Rs.10.33 Crore during FY2021-22. The Company has thusspent the entire amount required to be spent on CSR activities during FY2021-22.

In compliance with the amendments in the various provisions of theCompanies Act 2013 and the Companies Corporate Social Responsibility Amended Rules 2021issued by the Ministry of Corporate Affairs vide its notification dated January 22 2021the Company had amended the Corporate Social Responsibility (CSR) Policy. Further asrequired under Rule 4 (5) Chief

Financial Officer had issued a Certificate dated May 25 2022certifying that the funds so disbursed by the Company to Ashoka

Institute of Medical Sciences and Research (a Company formed underSection 25 of the Companies Act 1956 have been utilised for the purposes and in themanner as approved by Board of Directors of the Company from time to time. The CSRactivities for the financial year ended March 31 2022 along with the composition of CSRCommittee is set out in Annexure IV to the Board's Report.

Policy on prevention of sexual harassment

The Company is an equal opportunity employer and consciously strives tobuild a work culture that promotes dignity of all employees. As required under theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and Rules framed there under the Company has implemented a policy onprevention prohibition and redressal of sexual harassment at the workplace. All womenpermanent temporary trainees or contractual women staff including those of serviceproviders is covered under the policy. The Company has provided a safe and dignified workenvironment for employee which is free of discrimination. The objective of this policy isto provide protection against sexual harassment of women at workplace and for redressal ofany such complaints of harassment. Further the Company conducts awareness programme atregular interval of time. An Internal

Committee as per provisions of the Act has been set up at office andProject locations comprising management staff which includes three women to redresscomplaints relating to sexual harassment. The Committee also includes an outside womanrepresentative from an NGO. During the year under review no case was reported under thesaid policy.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 is given below.

Pursuant to the requirements of Section 22 of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 read with the Rulesthereunder it is hereby declared as follows. a. number of complaints filed during thefinancial yearNil

b. number of complaints disposed of during the financial year N.A. c.number of complaints pending as on end of the financial year.N.A.

Disclosure under section 134 (3) (l) of the Act

Except as disclosed elsewhere in the report there have been nomaterial changes and commitments which can affect the financial position of the Companybetween the end of the financial year of the Company and date of the report.

Conservation of energy technology absorption foreign exchangeearnings and outgo

The information on Conservation of Energy Technology AbsorptionForeign Exchange Earnings and Outgo as stipulated under section 134 of the Act read withthe Companies (Accounts) Rules 2014 is as follows:

Conservation of energy

The Company does not have any manufacturing facility; The otherparticulars required to be provided in terms of Section 134(3)(m) of the Act read withRule 8 of the Companies (Accounts) Rules 2014 are not applicable.

Nevertheless during the period the Company continued its endeavor toconserve energy through various modes. Energy conservation continues to be a focus areafor the Company. Energy conservation measures are meticulously followed and conform to thehighest standards.

Sr. No. Particulars Remarks
I Steps taken or impact on conservation of energy In view of business activities of the Company no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company
Ii Steps taken by the Company for utilizing alternate source of energy In view of business activities of the Company no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company
iii The capital investment on energy conservation equipment -

(B) Technology Absorption Adoption and Innovation Efforts madeBenefits derived Import of Technology:

Sr. No. Particulars Remarks
i the efforts made technology absorption towards No specific efforts made other than in the ordinary course of execution of the Project
ii the benefits derived like product improvement cost product development substitution reduction N.A. or import
iii in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year N.A.
a. the details of technology imported N.A.
b. the year of import N.A.
c. Whether the technology fully absorbed N.A.
d. If not fully absorbed areas where absorption has not taken place reasons thereof N.A.
iv The expenditure on Research and Development Nil


The expenses in foreign exchange are as follows:

Particulars Amount (Rs. in lakh)
Import of Spares 18.29
Technical Consultancy 37.66
Tender & Survey Fees 1.20
Registration Fees 4.45
Staff Training / Seminar 3.28
Advertisement Expenses 6.81
Traveling 16.99
Total 88.69

The Company has received Rs.8.16 Crore as earnings in foreign currencyduring the year under review towards charges for Project monitoring services.

Details on Internal Financial Controls

The Company has in place adequate internal financial controls some ofwhich are outlined below. l The Company prepared its Financial Statements to complywith the accounting standards specified under Section 133 of the Companies Act 2013 readwith Companies (Indian Accounting Standards) Rules 2015 as amended from time to time.These Standalone financial statements includes Balance Sheet as at March 31 2022 theStatement of Profit and Loss including Other Comprehensive Income Cash flows Statementand Statement of changes in equity for the year ended March 31 2022 and a summary ofsignificant accounting policies and other explanatory information. The Changes inpolicies if any are approved by the Audit Committee in consultation with the Auditors. lThe policies and procedures adopted by the Company for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation. l The policies to ensure uniform accounting treatment are prescribedto the subsidiaries of your Company. The accounts of the subsidiary companies are auditedand certified by the respective Auditors of the Subsidiaries for consolidation. lYour Company has implemented new ERP (SAP) during the financial year 2018-19 and is beingused regularly and effectively. l The opportunity presented by the emergence ofDigital Technologies is one of the key strategic enablers to our sustainable growth. As astep towards process simplification integration and speed we have implemented the SAP S4HANA platform. This has enabled the organisation with a single source for financialaccounting costing and asset accounting through Integrated System under SAP S4/ HANAarchitecture. l The Management periodically reviews the financial performance ofyour Company against the approved plans across various parameters and takes appropriateaction wherever necessary. Internal Auditors have been appointed who report on quarterlybasis on the processes and system of accounting of the Company. The observations if anyof the Internal Auditors are resolved to their satisfaction and are implemented acrossall the sites. l During the year the internal financialcontrols were reviewed andtested by a reputed firm of Chartered Accountants who report on quarterly basis on theprocess and systems of accounting and other operational processes of the Company. The mainthrust of internal audit is to test and review controls appraisal of risks and businessprocesses besides benchmarking controls with best practices in the industry.

Particulars of Employees

The statement containing top ten employees in terms of remunerationdrawn and particulars of employees as required under Section 197(12) of the Act read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 will be provided upon request. In terms of Section 136 of the Act the said annexureis open for inspection and has been hosted on the website of the Company at In terms of Section 136 ofCompanies Act 2013 the Report and Accounts are being sent to the Members and othersentitled thereto excluding the statement on employees' particulars. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

The Managing Director and Whole-time Directors of your Company do notreceive remuneration from any of the subsidiaries of your Company except Mr. AshishKataria Non-Executive Non-Independent Director of the Company who received remunerationin FY 2021-22 from Ashoka Concessions Limited a subsidiary of the Company as a ManagingDirector of that Company.

The information required under Section 197 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/employees of your Company is set out in Annexure V to the Board'sReport.

Management Discussion and Analysis

Management Discussion and Analysis is given in a separate sectionforming part of this Report.

Corporate Governance

The Company is committed to maintaining the highest standards ofcorporate governance and continues to be compliant with the requirements of corporategovernance as enshrined in the Listing Regulations. The report on corporate governancetogether with a certificate from the Practising Company Secretary confirming compliancewith corporate governance norms as stipulated in the Listing Regulations forms a part ofthis Annual Report.


As stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Business Responsibility Report describing theinitiatives taken by the Company from environmental social and governance perspective isattached as part of the Report as Annexure VI to the Board's Report.


Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

Details relating to deposits covered under Chapter V of the Act.

Issue of equity shares with differential rights as to dividendvoting or otherwise.

Issue of shares (including sweat equity shares) to employees of theCompany under any scheme; No significant or material Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

No fraud has been reported by the Auditors to the Audit Committeeor the Board.

The Company does not have any scheme of provision of money for thepurchase of its own shares by employees or by trustees for the benefit of employees.

Cautionary Statement:

Statements in the Annual Report describing the Company'sobjectives projections estimates and expectations may constitute ‘forward lookingstatements' within the meaning of applicable laws and regulations. Although theexpectations are based on reasonable assumptions the actual results might differ.


Your Directors would like to acknowledge and place on record theirsincere appreciation to all stakeholders banks credit rating agencies and financialinstitutions clients vendors for their co-operation and continued support in future forthe growth of the Company.

The Directors also wish to acknowledge the support and guidancereceived from various regulatory bodies NHAI MPRDC Power Distribution Corporations ofvarious States Ministry of Corporate Affairs BSE Limited National Stock Exchange ofIndia Limited Securities and Exchange Board of India and other Central and StateGovernment agencies and thank them for the same and look forward to their continuedsupport. The Directors appreciate and value the contribution made by each and everyemployee of the Ashoka family.

For and on behalf of the Board of Directors
of Ashoka Buildcon Limited
(Ashok Katariya)
Place: Nashik Chairman
Date: May 25 2022 DIN:00112240