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Arihant Superstructures

BSE: 506194|NSE: ARIHANTSUP|ISIN: INE643K01018|SECTOR: Construction & Contracting - Real Estate
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Directors Report Year End : Mar '18    Mar 16

The Directors are pleased to submit the Annual Report of your Company; Arihant Superstructures Limited (the “Company” or “ASL”) along with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2018. Consolidated Performance of the Company and its Subsidiaries has been referred to wherever required.

1. Financial Performance:

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

(Rs. in Lakhs)

Particulars

Financial Year ended 31st March, 2018

Financial Year ended 31st March, 2017*

Consolidated

Standalone

Consolidated

Standalone

Sales and Other Income

18,925

10,722

18,625

13,123

Profit before Interest, Depreciation & Tax

3,849

2,274

6,436

4,845

Interest

1,501

630

1,013

759

Depreciation

134

62

102

58

Profit/ (Loss) before Tax

2,214

1,582

5,321

4,028

Provision for Tax

750

548

1,729

1,366

Profit/ (Loss) after Tax

1,465

1,034

3,592

2,662

Profit/(Loss) for the Year

1,465

1,034

3,592

2,662

Add: Balance of Profit and Loss Account

6,728

7,198

3,892

4,982

Share of Minority

208

-

310

-

Profit available for Appropriation

7,985

8,232

7,174

7,644

Less: Appropriation

Dividend on Equity Shares (excluding tax)

412

412

370

370

Tax on dividends

84

84

75

75

Balance of Profit carried to Balance Sheet

7,489

7,704

6,728

7,198

The Audited Consolidated and Standalone Financial Statements of the Company are attached to this Report and the Audited Financial Statements of the Subsidiaries are available on the website of the Company at www.asl.net.in for the review of the Members.

*The Members are requested to note, that the Financial Statements pertaining to Financial Year 2016-17 are regrouped and re-classified, pursuant to the applicability of Indian Accounting Standard.

2. Dividend:

Based on the Company’s Performance, the Directors are pleased to recommend for approval of the Members at the Annual General Meeting a Final Dividend of Rs.0.50/- per Equity Share of the Company for the Financial Year 2017-18. The Final Dividend on Equity Shares, if approved by the Members would involve a cash outflow of Rs.247,69,589/- including Dividend Distribution tax resulting in a payout of 23.95% of the Standalone Profits of the Company.

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

3. Transfer to Reserve:

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

4. Company Financial Performance:

On Consolidated Basis, revenue from operations for FY 2017-18 at Rs.18,796 Lakhs was higher by 1.74% over last FY (Rs.18,474 Lakhs in FY 2016-17). Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”) were Rs.3,849 Lakhs registering a decline of 40% EBITDA from Rs.6,436 lakhs. Profit after tax (“PAT”) for the FY 2017-18 was Rs.1,257 Lakhs which is declined from previous year Rs.3,282 Lakhs.

On Standalone basis, revenue from operations for FY 2017-18 at Rs.10,506 Lakhs which has declined from previous year of Rs.12,879 Lakhs. Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”) were 2,274 Lakhs registering a decline of 53% EBITDA from 4,845 Lakhs. Profit after tax (“PAT”) for the FY 2017-18 was Rs.1,034 Lakhs which is declined from previous year Rs.2,662 Lakhs.

5. Accounting Standards and Consolidated Financial Statements:

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

6. Indian Accounting Standards (Ind AS):

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

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

The Financial Statements have been prepared on accural and going concern basis under historical cost convention except for certain Financial Assets and Liabilities which have been measured at fair value (refer accounting policy regarding financial instruments). If no such transactions can be identified, an appropriate valuation model is used. Impairment losses of continuing operations, including impairment on inventories, are recognised.

The Financial Statements are presented in Indian Rupees (“INR” or “''”) and all amounts are rounded to the nearest Lakhs, except as stated otherwise.

7. Directors’ Responsibility Statement:

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

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same;

(b) such Accounting Policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit and loss of the Company for that period;

(c) proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts of the Company have been prepared on a going concern basis;

(e) Internal Financial Controls have been laid down to be by the Company and that such internal Financial Controls are adequate and were operating effectively;

(f) proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. Deposits:

The Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no disclosures are required in this regard.

9. Subsidiaries and Associate Companies:

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

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

10. Operations Review of Company Projects:

Project: Arihant Aarohi

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

Project: Arihant Adita

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

Project: Arihant Ashray

This is an affordable housing project named as “Arihant Ashray” situated at Pal Road, Gangana, Jodhpur (Rajasthan).

Project: Arihant Ayati

Residential project named as “Arihant Ayati” is situated at Devnagar, Jodhpur (Rajasthan). This Project is stilt 17 storied Towers consisting Super Luxurious Flats having the internal and external amenities like 3-burner gas hob & chimney in kitchen, UPVC sliding windows with tinted glass, high speed lifts, swimming pool, high health club with gymnasium & steam room, green concept at top terrace for cool temperature and external texture with pure acrylic paint etc.

Project: Arihant Anchal

This is an Affordable Housing Project named as “Arihant Anchal” located at Jodhpur (Rajasthan). Its internal and external amenities like super quality velvet touch paint, POP finished AAC brick walls, branded CP, sanitary and electrical fittings, molded panel doors and aluminum sliding window, vitrified flooring and designer wall tiles, lifts and beautiful entrance with grand club house.

Project: Arihant Angan

This is an Affordable Housing Project named as “Arihant Aangan” located at Jodhpur (Rajasthan). Its internal and external amenities like super quality velvet touch paint, POP finished AAC brick walls, branded CP, sanitary and electrical fittings, molded panel doors and aluminum sliding window, vitrified flooring and designer wall tiles, lifts and beautiful entrance with grand club house.

Project: Arihant Aakarshan

This is a residential project located at Chokha, Jodhpur. Arihant Aakarshan having approximately 6.5 acres kingdom with modern luxuries. Arihant Aakarshan consists of stilt 20 Storied, 7 Magnificent Tower comprising elegant 2BHK, 3BHK & 4BHK furnished Sky-bungalows with world-class fixtures & furniture’s. The project has internal & external amenities such as 800mm x 800mm vitrified tile flooring, modern kitech with water purifier, gas hob & chimney, granite top kitchen platform with double bowls sink and service-platform, bathroom with bathtub, basin counter, glass partition, premium quality CP fitting and branded sanitary ware, module panel main door and bathroom door, FRP doors for bathrooms, UPVC sound resistance French windows, luster/velvet touch paint with POP on all walls, world-class gymnasium with fitness equipment, swimming pool with changing rooms, elegant clubhouse lobby, banquet hall for parties & celebration, private theatre, exotic spa, children amusement, golf area, indoor games room, library, lawn tennis court.

Project: Arihant Arshiya

Residential project named as “Arihant Arshiya” is situated at Khalapur, Khopoli. This project having 20 acres land area. Arihant Arshiya is a part stilt 8 Storied Towers comprising elegant 1RK, 1BHK, 2BHK flats. The project is having internal & external amenities such as swimming pool, library, children play area, health club- gymnasium& steam room, landscape garden, indoor game room, temple, complex owned shuttle bus service.

11. Operations Review of Company Subsidiaries Projects:

Project: Arihant Aspire

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

Project: Arihant Anmol

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

Project: Arihant Amisha

Residential project named as “Arihant Amisha” situated at Wawanje Taloja, Panvel. This project having 7 acres land area. The project has various amenities such as temple, swimming pool, health club with gymnasium &steam room, Community hall, cum social activity center & library, swimming pool, beautiful landscaped garden etc.

Project: Arihant Aloki

Residential project named as “Arihant Aloki” situated at Bhisegaon, Karjat (E). This project having 6 acres land area. Arihant Aloki comprising elegant 1BHK & 2BHK, 3BHK flats. The project has internal & external amenities such as 2x2 vitrified flooring in all rooms, granite top kitchen platform, luster paint, aluminum powder coated sliding windows, children’s play area, community hall, health club- gymnasium & steam room, landscape garden, indoor game room. Project: Arihant Clan Aalishan

Residential project named as “Arihant Clan Aalishan” is situated at Kharghar Annex, Navi Mumbai. This is the one of the tallest project of Navi Mumbai and is stilt 53 Storied 3 Magnificent Towers consisting 2BHK, 3BHK and 4BHK Super Luxurious Flats having the internal and external amenities such as 800mm x 800mm vitrified tile flooring, modern kitchen with water purifier, gas hob & chimney, granite top kitchen platform with double bowls sink and service-platform, bathroom with bathtub, basin counter, glass partition, premium quality CP fitting and branded sanitary ware, moulded panel main door and bathroom door, FRP doors for bathrooms, UPVC sound resistance french windows, Luster/velvet touch paint with POP on all walls, herbal boulevard & gen garden, landscape party area, pairidaeza, senior citizen garden, children’s outdoor play area, rain dance arena with water fountain, hi-tech gymnasium, swimming pool, unisex aroma spa with jacuzzi, mini theatre, aeorbics, yoga and meditation center, indoor sports club, badminton & squash court, children’s creche, library and business lounge.

Project: Arihant Anaika

Residential project named as “Arihant Anaika” is situated at Nr. Taloja Phase II, Navi Mumbai. Arihant Anaika is a stilt 4 Storied Towers consisting of 1 BHK, 2BHK and 3BHK flats having the internal and external amenities such as 2x2 vitrified flooring tiles, POP on all walls, luster paint on internal walls, granite top kitchen platform, premium quality bathroom, moulded panel main door & bedroom doors, FRP doors for bathroom, mesmerizing elevation, elegant entrance lobby, beautiful landscape garden, swimming pool, health club with gymnasium, indoor games, children’s play area.

Project: Arihant Anshula

Residential project named as “Arihant Anshula” is situated at Nr. Taloja Phase II, Navi Mumbai. Arihant Anshula is a stilt 4 Storied Towers consisting of 1 BHK, 2BHK and 3BHK flats and it is the dated township concept having the internal and external amenities such as Elegant entrance lobby, Ample car parking for all, Swimming poll, Beautiful landscaped garden, Health club, with gymnasium & steam room, Indoor games room, party hall, Reputed make elevator in each wing, pure acrylic external paint, External camera for security checks.

12. Board of Directors and Key Managerial Personnels:

The Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. During the Year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Company.

Pursuant to the provisions of the Companies Act, 2013, following are the changes in the Board of Directors and Key Managerial Personnel’s of the Company till the date of this Report:

Name of the Director/Key Managerial Personnels

DIN/PAN

Designation

Date of Appointment/ Resignation

Mr. Raj Narain Bhardwaj

01571764

Independent Director

Appointed w.e.f. 12/08/2017

Mrs. Vijayalakshmi R. Iyer

05242960

Independent Woman Director

Appointed w.e.f. 12/08/2017 Resignation w.e.f. 04/06/2018

Mr. Virendra Mital

00376830

Independent Director

Vacation of Office w.e.f 07/09/2017

Mrs. Kamini Shroff

07141404

Independent Woman Director

Resignation w.e.f 07/11/2017

Mr. Manish Mehta

AACPM6559L

Chief Financial Officer

Resignation w.e.f: 22/01/2018

Mr. Pradeep Mehta

AHBPM4964B

Chief Financial Officer

Appointment w.e.f: 12/02/2018

Mr. Virendra Mital

00376830

Independent Director

Appointment w.e.f. 23/05/2018

Mrs. Vijayalakshmi R. Iyer

05242960

Additional Independent Woman Director

Re- Appointment w.e.f. 10/08/2018

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

Name of the Director

DIN

Designation

Mr. Ashok Chhajer

01965094

Chairman & Managing Director

Mr. Nimish Shah

03036904

Whole-time Executive Director

Mr. Virendra Mital

00376830

Independent Director

Mr. Vinayak Nalavde

02047436

Independent Director

Mr. Dinesh Babel

03042254

Independent Director

Mr. Raj Narain Bhardwaj

01571764

Independent Director

Mrs. Vijayalakshmi R. Iyer

05242960

Additional Independenl

Woman Director

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

Name

Designation

Mr. Naval Singh Shekhawat

Company Secretary & Compliance Officer

Mr.

Pradeep Mehta

Chief Financial Officer

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

The Board has on the recommendation of Nomination & Remuneration Committee appointed Mr. Virendra Mital as Independent Director of the Company. The Company has received the approval of Shareholders through Postal Ballot result declared dated 25th July, 2018 for appointment of Mr. Virendra Mital as Independent Director for his second term of 5 (Five) Years.

The Board welcomes Mrs. Vijayalakshmi R. Iyer on the Board for her re-appointment as a Independent Woman Director of the Company for second term of 5 (Five) Years. . The Board has approved her re-appointment in its Board Meeting held on 10th August, 2018 and recommended to the Shareholders for their approval in ensuing Annual General Meeting.

Pursuant to the provisions of Section 152 and any other applicable provisions of the Companies Act, 2013, Mr. Nimish Shah, (DIN: 03036904), Whole-time Executive Director of the Company is liable to retire by rotation and offers himself for re-appointment as the Whole-Time Executive Director of the Company by stating his willingness to be re-appointed at this Annual General Meeting.

Pursuant to the provisions of Section 196,197,198 and any other applicable provisions of the Companies Act, 2013, Mr. Ashok Chhajer, (DIN: 01965094), Chairman & Managing Director of the Company whose term is expiring on 14th January, 2019 is offering himself for re-appointment as the Chairman & Managing Director of the Company by stating his willingness to be re-appointed at this Annual General Meeting for next term of 5 (Five) Years.

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

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

13. Board and Committee Meetings:

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

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

Sr. No.

Mandatory Committees

Non-Mandatory Committees

1

Audit Committee

Executive Committee

2

Nomination and Remuneration Committee

Disinvestment Committee

3

Stakeholders’ Relationship Committee

Fund Raising Committee

4

Corporate Social Responsibility Committee

Insider Trading Compliances Committee

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

Separate Meeting of Independent Directors is conducted during every Year, in terms of the requirements of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

14. Declaration from Independent Directors:

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

15. Board Evaluation:

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

The Performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

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

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

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

16. Internal Financial Control Systems and their Adequacy:

The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company’s business. The Company adheres to the prescribed guidelines with respect to the transactions, Financial Reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the Audit on regular basis and the Audit Committee actively reviews Internal Audit Reports and effectiveness of Internal Control Systems.

Internal Control Systems are implemented to safeguard the Company’s assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate Financial and Accounting Controls and implement Accounting Standards

17. Statutory Auditors:

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

18. Secretarial Auditors:

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

19. Internal Auditors:

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

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

20. Comments by the Board on Qualification, Reservation or Adverse remark or disclaimer in Audit Report:

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

Further, in respect of the comments/ observations, made by the Secretarial Auditor, the Board of Directors have taken note of the same and are undertaking necessary steps to ensure due compliance of the provisions of Companies Act, 2013, Insider Trading regulations and other specifically applicable laws therein

21. Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a Policy for selection and appointment of Directors, Key Managerial Personnels and Senior Management and their Remuneration. The details and extract of the Remuneration Policy is disclosed in the Corporate Governance Report attached to this Annual Report. A copy of the Nomination and Remuneration Policy is available on the website of the Company on www.asl.net.in.

22. Particulars of Contract or Arrangements with Related Party:

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

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

23. Particulars of Loans, Guarantees and Investments:

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

24. Risk Management:

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

25. Vigil Mechanism and Whistle Blower Policy:

The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to promote responsible and secure Whistle Blowing System for Directors and Employees of the Company to raise concern. The Policy broadly cover instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct, alteration of documents, fraudulent financial reporting, misappropriation/misuse of Company’s assets, manipulation of Company’s data, pilferage of proprietary information, abuse of authority, etc. The Policy provides adequate safeguard against victimization of Director(s) / Employee(s) who raise the concern and have access to the Chairman of Audit Committee who is entrusted to oversee the Whistle Blower Mechanism. Further, no personnel have been denied access to the Audit Committee during the Financial Year under review.

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

26. Code of Conduct:

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

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

27. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Company’s Shares and prohibits the purchase or sale of Company Shares by the Directors and the designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

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

However, it was observed by Compliance Officer of the Company that during the year there has been violation of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies’ Code of Conduct by Mr. Dinesh Babel, Independent Director of the Company. Immediately, same was informed to the Board Members in the Board Meeting held on 10th August, 2018 and accordingly the Board had constituted the Insider Trading Compliances Committee for investigating the said matter and to submit their report to the Board of Directors and SEBI.

28. Prevention, Prohibition and Redressal of Sexual Harassment of Woman at the Workplace:

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

29. Investors’ Relation and Grievances:

During the Year under review, the Company has not received any Complaint/Grievance from the Investors of the Company. The Company has a dedicated e-mail address investor@asl.net.in and cs@asl.net.in for communication with the Investors. Further, a section for Investors, with details of the Annual Reports, Financial Statements, Communications to Stock Exchanges and other necessary information is available on the website of the Company on www.asl.net.in. Further, the Company is registered on the website of SEBI Complaint Redressal System (SCORES).

30. Corporate Governance Report:

Your Company is committed to maintaining highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities Exchange Board of India (SEBI). As required by SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a detailed Corporate Governance Report is given which forms a part of this Annual Report.

31. Management Discussion and Analysis Report:

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

32. Particulars of Employees:

There are no Employees drawing Remuneration of Rs.8,50,000 (Rupees Eight Lakhs Fifty Thousand) per month or Rs.1,02,00,000/- (Rupees One Crore Two Lakhs) and above per annum during the Year under review.

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

33. Extract of the Annual Return:

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

34. Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the Financial Year 2017-18 are set out in Annexure V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

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

35. Conservation of Energy, Technology Absorption and Foreign Exchange:

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

36. Other Disclosures:

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

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

(iii) There are no details in respect of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

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

(v) The Company has complied with the Secretarial Standards I and II as issued by the Institute of Company Secretaries, India.

(vi) The Company was not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

Acknowledgement:

The Board expresses its gratitude and appreciates the assistance and co-operation received from the Creditors, Banks, Government Authorities, Customers and Shareholders during the Year under review.

For and on behalf of the Board of Directors

Arihant Superstructures Limited

Ashok Chhajer

Place: Navi Mumbai Chairman & Managing Director

Date: August 10, 2018 DIN: 01965094

Source : Dion Global Solutions Limited
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