DIRECTORS' REPORT TO THE MEMBERS, Your Directors have pleasure in presenting the 32nd Annual Report of the Company for the Financial Year ending on 3Ist March 20I5. DIVIDEND & SHARE CAPITAL Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 3 % (previous year 2.5%) on the equity shares of the Company as the Final Dividend for the Financial Year 20I4-I5. The Dividend of 3 %, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. I23.48 lacs to the company in addition to Rs. 24.68 lacs by way of dividend distribution tax. Dividend shall be payable to all the shareholders of the company as on the record date of I9th September, 20I5. ABRIDGED FINANCIAL STATEMENTS In accordance with the listing agreement with Stock Exchanges and Section I36 of the Companies Act, 20I3 read with Rule I0 of the Companies (Accounts) Rules, 20I4 of the said Act, the Abridged Annual Report containing salient features of the Financial Statements, including Consolidated Financial Statements, for the financial year 20I4-I5, along with the Directors' Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode. Full version of the Annual Report 20I4-I5 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Consolidated Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 20I3, Directors' Report (including Management Discussion and Analysis, Corporate Governance Report and Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es). Full version of Annual Report 20I4-I5 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Company s website at www. asl.net.in. OPERATIONS REVIEW PROJECT "ARIHANT AMODINI" This is a residential project located at Taloja (Navi Mumbai). Amodini consists of approximately I26 flats, having approximately I.36 lacs sq. ft. developable / saleable area. Arihant Amodini consists a stilt+22 Storied Tower comprising elegant 2BHK. The land has been conveyed in the name of Arihant Superstructures Limited by way of Tripartite Agreement. I00% construction activities are completed. The project has internal & external amenities such as intercom facility, UPVC sound resistance French windows, velvet touch paint with POP in all rooms, children play area, health club, gymnasium, landscape garden, power backups for lifts, indoor game room & library. PROJECT " ARIHANT ARHAM" The residential project is located on the picturesque Panvel- Matheran Road, Koproli, Panvel. The project consists of 32 building having 50I flats approx. The project is completed. Arihant Arham is a stilt +4 storey tower comprising elegant IBHK & 2BHK with recreational facilities on the riverside park. The project has internal & external amenities such as intercom facility, granite top kitchen platform, elegant entrance lobby, landscapes garden with water fountains, swimming pool, gymnasium with club house, children play area, amphitheatre with party lawn, Jogging Track, ample car parking, Temple. PROJECT "ARIHANT AAROHI" This is a residential project located at Kalyan Shil Road, Navi Mumbai. Arihant Aarohi consists of approximately I94 flats, having approximately 2.5 acres land area. Arihant Aarohi consists a stilt + I7 storeyed tower comprising elegant IBHK & 2BHK. Construction is in full swing. The project has internal & external amenities such as 2x2 vertified tilling in all rooms, UPVC sound resistant french windows, granite top kitchen platform, swimming pool, library, children play area, health club, gymnasium, landscape garden, indoor game room, power backups for lifts. PROJECT "ARIHANT ADITA" The residential project is situated at Pal Road, Gangana, Jodhpur (Rajasthan) and is just I 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, forming part of the similar projects in Mumbai and other Metro cities only, which is till now only a dream to the people of Jodhpur. The project has amenities such as Swimming Pool, Badminton Court, Basket Ball Court, Kids Play Room, Amphitheatre, Garden Lawn, Steam Room, Gymnasium, etc. to name a few. PROJECT "ARIHANT AYATI" The residential project named as "Arihant Ayati" is situated at Devnagar, Jodhpur (Rajasthan). This Project is stilt + I6 storied Towers consisting 3 BHK 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 AGRIMA" The Company has got an Affordable Housing Project at Jodhpur named "Arihant Agrima". This project is on a Public Private Partnership with the "Jodhpur Development Authority (JDA)" Jodhpur, Rajasthan, won through Tender process. PROJECTS UNDER SUBSIDIARIES: PROJECT "ARIHANT AKANKSHA" This is a residential project located at Panvel, Navi Mumbai. The project consists of 8 Buildings having 20I8 flats approx. Arihant Akanksha a stilt + podium + 32 Storeyed towers comprising elegant Studio, 2BHK, 3BHK & 4BHK 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 play area, amphitheatre with party lawn, Jogging Track, Meditation Center, ample car parking, basket ball court, external camera for security checks. PROJECT "ARIHANT ARSHIYA" This residential project named as "Arihant Arshiya" is situated at Khalapur, Khopoli. This project consists of I605 flats approx having 20 acres land area. The construction of project is in full swing. Arihant Arshiya is a part stilt +8 storeyed towers comprising elegant IRK, IBHK, 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. PROJECT "ARIHANT ANMOL" This is a residential project located at Jouveli Badlapur (E). Anmol project consist of 665 flats having 7 acres land area. The land has been conveyed in the name of Arihant Vatika Realty Pvt. Ltd. The construction is in full swing. 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" This residential project named as "Arihant Amisha" situated at Wawanje Taloja, Panvel. This project consists of 456 flats having 7 acres land area. The construction of the project is started in full swing. 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" This residential project named as "Arihant Aloki" situated at Bhisegaon Karjat (E). This project consists of 408 flats having 6 acres land area. The project is just launched. Arihant Aloki is a stilt + 8 storeyed, 8 towers comprising elegant IBHK & 2BHK, 3 BHK flats. The project has internal & external amenities such as 2x2 virtified flooring in all rooms, Granite top kitchen platform,luster paint, Aluminum powder coated sliding windows,Children play area, Community hall, health club- gymnasium & steam room, landscape garden, indoor game room. FIXED DEPOSIT Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 20I3 and the Companies (Acceptance of Deposits) Rules, 20I4. SUBSIDIARIES All the subsidiary companies are non-material, non-listed subsidiary companies as defined under Clause 49 of the Listing Agreements entered into with the stock exchanges. A statement pursuant to Section I29 (3) of the Companies Act, 20I3 relating to the subsidiary companies is attached to the accounts. Other details pertaining to subsidiaries, joint ventures and associate companies, as required under the Act is attached to this Report and forms part of the Annual Report. Arihant Technoinfra Private Limited ceased to be the subsidiary of the Company w.e.f. I7th February, 20I5 pursuant to the disinvestment of I2% of the stake of the Company in Arihant Technoinfra Private Limited. The Company has made an application with the Hon'ble High Court, Mumbai for amalgamation of Adeshwar Realty Private Limited (wholly owned subsidiary) with Arihant Superstructures Limited. The appointed date for the same has been fixed as Ist April, 20I4. The company has already obtained the In-principal approval for the same from BSE and SEBI vide Letter No. DCS/AMAL/LP/24(f)/252/20I5-I6 dated 29th May, 20I5. The details of the proposed amalgamation scheme, as filed with the Hon'ble High Court are available on the website of the company. LISTING The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable listing fees to the above stock exchange up to date. The Company's Equity Shares are also traded in the dematerialised segment for all investors and the Company has entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services. DIRECTORS AND KEY MANAGERIAL PERSONNEL Your Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. During the year Mrs. Kamini Shroff (DIN: 07I4I404) was appointed as the Independent Director of the Company w.e.f. 30th March, 20I5. The Board proposes the ratification of her appointment in the AGM of the Company. The Company has received the necessary notice U/s I60 of the Companies Act, 20I3 along with the deposit proposing the appointment of Ms. Kamini Shroff as a Director on the Board of Directors of the Company. 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 the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. In accordance with the provisions of the Act Mr. Dinkar Samant, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. The Board recommends the re-appointment and appointment of all the above Directors. BOARD EVALUATION The performance of the Board of Directors, Committees of the Board and Individual Directors is evaluated on certain prescribed and pre-determined criteria and parameters as recommended by the Nomination and Remuneration Committee of the Board of Directors. Such evaluation is pursuant to the provisions of the Companies Act, 20I3 read with the Corporate Governance Requirements prescribed under the Clause 49 of the Listing Agreement entered into by the Company with BSE and prescribed by SEBI. The evaluation was undertaken based on the feedback provided by the Board members on the various parameters such as preparedness on the agendas discussed in the Meetings, contribution, participation and inputs in meetings, etc. In addition, the Chairman and Managing Director was also evaluated on the key aspects of his role. Further, the Independent Directors, in their separate meeting also evaluated the non-Independent Directors performance and the performance of the Board was also discussed. The Board in its subsequent meeting also discussed the same along. MEETINGS A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six Board Meetings and five Audit Committee Meetings were convened and held. The details of the Board Meetings and the Director's attendance are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 20I3. Further, there has been a separate Meeting of the Independent Directors during the financial year 20I4-20I5. DIRECTORS APPOINTMENT & REMUNERATION POLICY The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the website of the company. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. The details of related party transactions are mentioned in the notes to accounts of the Standalone Financial Statements, forming part of the Annual Report. The details of Form AOC-2 as required under the Act is also attached as an Annexure I to this Report. AUDIT COMMITTEE The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. 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. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. NOMINATION AND REMUNERATION POLICY The Nomination and Remuneration Policy of the Company as applicable to the Board of Directors, Key Managerial Personnel is stated in the Corporate Governance Report. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. PARTICULARS OF LOANS, GUARANTEES OR 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 Standalone Financial Statements, forming part of the Annual Report. 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 Board Directors and the designated employees have confirmed compliance with the Code. DIRECTORS' RESPONSIBILITY STATEMENT In terms of Section I34 (5) of the Companies Act, 20I3, 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) the directors had selected such accounting policies 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 at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken 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 directors had prepared the annual accounts on a going concern basis; (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) the directors, have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. MANAGERIAL REMUNERATION There are no employees drawing remuneration of Rs. 5,00,000 per month or Rs. 60,00,000/- and above per annum during the year under review. The details of the remuneration drawn by the Whole-time Executive Directors and Managing Directors and Independent Directors are stated in the Corporate Governance Report of the Company. Other details pertaining to disclosure requirements under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 forms part of this report as Annexure 2. AUDITORS M/s Kailash Chand Jain & Co. Chartered Accountants, were in the 3Ist Annual General Meeting (AGM) appointed as the Statutory Auditors of the Company for a period of five years i.e. till the conclusion of the AGM to be held in the year 20I8, subject to ratification of the members in every AGM. The Board recommends the ratification of the appointment of the Statutory Auditors in this AGM. AUDITORS REPORT The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section I34 of the Companies Act, 20I3. COST AUDITORS Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board had appointed Mr. Vinod Subramanium as the Cost Auditor of your Company for the financial year 20I4-I5 to conduct the audit of the cost records of the Company. SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4, the Company has appointed Mr. D. A. Kamat, Practicing Company Secretary, , to undertake the Secretarial Audit of the Company for the year under review. There are no comments/observations in the Secretarial Audit Report requiring any reply from Directors. The Secretarial Audit Report is annexed as Annexure 3. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed as Annexure 4. RISK MANAGEMENT Pursuant to section I34 (3)(n) of the Companies Act, 20I3 & Clause 49 of the listing agreement, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company. INTERNAL 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. During the year under review, the Company has appointed MPK Associates, Chartered Accountants as Internal Auditors. CORPORATE GOVERNANCE A detailed report on the corporate governance system and practices of the Company forming part of this report is given as a separate section of the Annual Report. CORPORATE GOVERNANCE CERTIFICATE The Compliance Certificate from Mr. D. A. Kamat, Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement forms the part of the Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS A Management Discussion and Analysis on the business and operations of the Company forming part of this report is given as a separate section of the Annual Report. INVESTORS' RELATION AND GRIEVANCES During the year under review, the company has received not received any complaint/grievance from the investors of the Company. The Company has a dedicated e-mail address investor@asl.net.in for communication with the Investors. 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 the Annual Report. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION The information required to be furnished pursuant to Section I34(3)(m) of the Companies Act, 20I3 read with Rule 8 of Companies (Accounts) Rules, 20I4 is enclosed as Annexure 5 and forms part of this report. PERSONNEL The Company is professionally managed and has very cordial relationship with all its employees. Highly qualified and experienced personnel from the field of engineering, finance, administration and sales assist the top level management. Your Directors wish to place on record their appreciation for the co-operation and support received from employees towards the growth and prosperity of your Company and look forward to their continued support. ACKNOWLEDGEMENTS 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 Chairman & Managing Director DIN: 01965094 Place: Navi Mumbai Date: 1st August, 2015 |