Dear Members,
Ashoka Buildcon Limited
Your Directors have pleasure in presenting the 30th Annual
Report ("the Report" / "this Report") along with audited financial
statements of your Company, for financial year ended March 31, 2023.
Financial Results
The financial statements of the Company are in accordance with Section
133 of the Companies Act, 2013 (the Act?) read with the Companies (Accounts)
Rules, 2014, and amendments thereof. The standalone as well as the consolidated financial
statements have been prepared in accordance with the Indian Accounting Standards (Ind AS).
The consolidated and standalone financial highlights of the Company for financial year
ended March 31, 2023, are summarised as follows.
(Rs. in Lakh except EPS)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Receipts / Gross Sales and
Operating Income |
6,47,802.82 |
4,79,029.16 |
823,512.22 |
614,722.48 |
Profit Before Depreciation, Tax
and Exceptional Items |
49,838.12 |
61,487.30 |
100,127.17 |
94,443.95 |
Depreciation and Amortisation
Expenses |
7,423.68 |
6,970.70 |
34,108.34 |
33,823.00 |
Profit/(Loss) Before Tax &
Exceptional Items |
42,414.44 |
54,600.93 |
66,018.83 |
60,620.95 |
Exceptional Items |
(34,915.14) |
76,960.00 |
7,200 |
(32,600) |
Provision for Taxation |
10,202.22 |
8,505.75 |
21,527.96 |
16,080.35 |
Profit/(Loss) after tax |
67,127.36 |
(30,864.82) |
37,290.87 |
77,140.60 |
Other Comprehensive Income |
(26.42) |
62.53 |
240.42 |
130.42 |
Share of Profit/(Loss) of
subsidiaries transferred to Non-controlling Interest * |
|
N.A. |
152.22 |
(715.50) |
Total Comprehensive Income (post
Non-controlling interest) |
67,100.94 |
(30,802.29 ) |
37,374.11 |
77,984.46 |
EPS - with exceptional items
Basic & Diluted (face value |
23.91 |
(10.99) |
13.23 |
27.73 |
Rs.5/- each) EPS - without
exceptional items Basic & Diluted (face value Rs.5/- each) |
11.47 |
16.42 |
15.79 |
16.12 |
Performance of the Company during FY 2022-23 Projects update:
During the year under review, the Company has won Road Projects on EPC
basis worth Rs.5,322.30 Crore, Railway Projects
worth Rs.751.67 Crore, Power Projects worth Rs.2,492.53 Crore, Building
vertical Rs.254.50 Crore and others Rs.632.24 Crore aggregating worth Rs.9,453.24 Crore as
detailed below.
Name of the Project |
Authority |
Project Cost
(Rs. In Crore) |
EPC - Roads - Highways |
|
|
Request for Proposal for
Procurement of Phase 1: East Bank-East Coast Road Linkage Project (Ogle to Haags Bosch,
Eccles)? |
Government of the co-operative
Republic of Guyana |
851.20 |
Request for proposal for
Construction of 6 lane Elevated Corridor along with development of existing 4 lane road at
ground level from Aroor to Thuravoor Thekku section of NH - 66 (from Km. 366+330 to Km.
379+082 of NH-66) (Length 12.752 Km) under Bharatmala Pariyojana in the State of Kerala on
EPC mode |
National Highways Authority of
India |
1,668.50 |
Request for proposal for
Construction of Four Lane Elevated Corridor and at-grade improvements from Design Ch:0+000
to Design Ch: 19+870 of Danapur - Bihta Section with providing connectivity to the
existing RoB near Danapur station (0.231 km), 1.35 Km ramps & at-grade improvements to
Four lane section on Danapur side and Upgradation of existing Two lane carriageway to Four
Lane carriageway from Design Ch:19+870 to Design Ch:23+500 of Bihta - Koilwar section
(Total Length 25.081 Kms) in the state of Bihar on EPC Mode |
National Highways Authority of
India |
2,161.00 |
Improvement of Baraiyerhat -
Heanko - Ramgarh Road (R151 & R152) by widening & Reconstruction of Existing
Pavement, Bangladesh |
Ministry of Road Transport and
Bridges (MORTB), Govt. of Bangladesh |
641.60 |
|
Sub-total (A) |
5,322.30 |
EPC - Building |
|
|
Civil and Structural Finishes
work for Provident Palmvista Residential Project, at Kalyan |
Provident Housing Limited |
254.50 |
|
Sub-total (B) |
254.50 |
EPC -Railways & Power |
|
|
Provision of Train Collision
Avoidance System (KAVACH) along with two 24 Fiber OFC backbone in the sections between Pt.
Deen Dayal Upadhyay (DDU) and Pradhankhunta (PKA) of the East Central Railway |
East Central Railways |
208.89 |
Construction Of New Bg Line
Between Chainage 192.000 And Chainage 171.640 Including Electrical & Telecommunication
Works Between Tolahunse (Ex.) & Bharmasagar (Ex.) Stations ON Engineering, Procurement
& Construction (EPC) Mode |
South Western Railways |
258.13 |
Seroni Road (excluding) to
Sheopurkalan (including) GC Project excluding TRD and S&T work in connection with
Gwalior - Sheopurkalan GC Project of North Central Railway |
North Central Railways |
284.65 |
|
Sub-total (C) |
751.67 |
Rural electrification of one
hundred (100) localities by the centralized network in the Republic of Benin o Lot 1:
Electrification of 26 localities in the Departments of Atacora, Donga, Oueme and Plateau |
Agence Beninoise
d?Electrification Rurale et de Maitrise d?Energie (ABERME) |
58.15 |
Supply, Installation, Testing and
Commissioning of New 11 KV Lines, LT Line on AB cable, Distribution Transformer Substation
and Supporting works such as DPs, TPs, Crossing etc. for separation of 11 KV Mix Feeders
& Mix DTRs under Revamped Reforms-based and Results- linked Distribution Sector
(Package-06) in Balaghat circle of MPPKVVCL, Jabalpur Company Area. |
Madhya Pradesh Poorv Kshetra
Vidyut Vitaran Company Limited |
209.99 |
Supply, Installation, Testing and
Commissioning of New 11 KV Lines, LT Line on AB cable, Distribution Transformer Substation
and Supporting works such as DPs, TPs, Crossing etc. for separation of 11 KV Mix Feeders
& Mix DTRs under Revamped Reforms based and Results-linked Distribution Sector
(Package-07) in Rewa circle of MPPKVVCL, Jabalpur Company Area. |
Madhya Pradesh Poorv Kshetra
Vidyut Vitaran Company Limited |
311.76 |
Supply, Installation, Testing and
Commissioning of New 11 KV Lines, LT Line on AB cable, Distribution Transformer Substation
and Supporting works such as DPs, TPs, Crossing etc. for separation of 11 KV Mix Feeders
& Mix DTRs under Revamped Reforms-based and Results- linked Distribution Sector
(Package-08) in Satna circle of MPPKVVCL, Jabalpur Company Area. |
Madhya Pradesh Poorv Kshetra
Vidyut Vitaran Company Limited |
232.84 |
Development Of Distribution
Infrastructure at AGRA-1 Zone ( Electricity Distribution Circle EDC Fatehabad, EDC
Mainpuri, EDC Firozabad, EUDC Firozabad), District Agra, Mainpuri & Firozabad of Uttar
Pradesh State Under Revamped Reforms-Based And Results-Linked, Distribution Sector Scheme |
Dakshinanchal Vidyut Vitran Nigam
Limited |
437.52 |
Development of Distribution
Infrastructure At Aligarh-2 Zone (Electricity Distribution Circle Etah & Kasganj
,District-Etah & Kasganj) of Uttar Pradesh State under Revamped Reforms-Based and
Results-Linked, Distribution Sector Scheme. |
Dakshinanchal Vidyut Vitran Nigam
Limited |
370.12 |
Development of Distribution
Infrastructure works in Surajpur Districts of Chhattisgarh State under the Revamped
Reforms-based and Results-linked, Distribution Sector Scheme |
Chhattisgarh State Power
Distribution Company Limited |
192.93 |
Development of Distribution
Infrastructure at Muzaffarpur Electric Supply Circle (Muzaffarpur, Sitamarhi and Sheohar
Districts) of Bihar Under Revamped Reforms-Based And Results-Linked, Distribution Sector
Scheme Nit No:30/Pr/ Nbpdcl/2022 |
North Bihar Power Distribution
Company Limited |
366.67 |
Development of Distribution
Infrastructure at Electric Supply Circle Pesu (East) & Electric Supply Circle Pesu
(West) Of Patna District of Bihar Under Revamped Reforms-Based And Results-Linked,
Distribution Sector Scheme Nit No:-49/Pr/Sbpdcl/2022 |
South Bihar Power Distribution
Company Limited |
312.55 |
|
Sub-total (D) |
3,244.20 |
Others |
|
|
Request for Proposal for
Selection of Agency for Construction and Maintenance of Rajiv Gandhi Fintech Digital
Institute, Jodhpur |
Department of Information
Technology & Communication, Govt. of Rajasthan |
599.99 |
Empanelment of Transportation
agencies with rate contract for Evacuation of ash from ash ponds DTPS, DVC and nuisance
free transportation along with disposal of the same in abandoned open cast mines /Stone
Quarries / NHAI Project sites / any other designated places outside plant boundary of
DTPS, DVC |
Damodar Valley Corporation |
32.25 |
|
Sub-total (E) |
632.24 |
Other Updates:
> NHAI declared March 31 2022 as the Commercial Operations Date
(COD) for Hybrid Annuity Mode (HAM) Project of National Highways Authority of India viz.
Vadodara-Kim Expressway;
> Share Purchase agreement executed for sale/disposal of its stake
in GVR Ashoka Chennai ORR Limited to NIIF, subject to compliance and permissions from
Lenders and TNRDC;
> Full completion certificate w.e.f. April 21, 2022 received for
Khairatunda Barwa Adda Road Project on Hybrid Annuity Mode (HAM) basis of National
Highways Authority of India;
> Credit Rating by CRISIL has been updated for both longterm and
short-term debt of the Company as CRISIL AA-/Stable (Removed from Rating under
Watch with Developing Implications; Rating reaffirmed and CRISIL A1+ (Removed from
Rating under Watch with Developing Implications; Rating reaffirmed) respectively;
> Received an amount of Rs.97.37 Crore as per Conciliation Agreement
with NHAI towards amicable settlement of claims with Ashoka Highways (Bhandara) Limited, a
step- down subsidiary;
> Acquisition from IIF of its entire 49% stake held in Ashoka
Highways (Bhandara) Limited, a step-down subsidiary, by Viva Infrastructure Limited, a
wholly-owned subsidiary;
> Received an award from NHAI by extension of concession period up
to 240 days for the Project executed by Ashoka Highways (Durg) Limited, a step-down
subsidiary, against various claims including loss of toll;
> NHAI declared October 26, 2021 as the Commercial Operations Date
(COD) for Tumkur-Shivamogga Road Project Package I;
> NHAI declared November 13, 2022 as an Appointed Date for
Baswantpur-Singnodi Road Project;
> Execution of Share Purchase Agreement by Ashoka Concessions
Limited and Viva Highways Limited, subsidiaries of the Company, with National Investment
and Infrastructure Fund Limited ("NIIF") and Jaora-Nayagaon Toll Road Company
Private Limited ("JTCL"), subsidiary, for sale of 28,70,00,000 equity shares in
JTCL, constituting 100% of the share capital of JTCL, from ACL and VHL to NIIF and
settlement of certain assets for a consideration of Rs. 691,00,00,000/- (Rupees Six
Hundred and Ninety One Crore only) subject to compliance of conditions precedent under the
SPA;
> NHAI declared November 19 2022 as the Commercial Operations Date
(COD) for Kandi-Ramsanpalle Road Project;
> Execution of Share Purchase Agreement with Mahanagar Gas Limited
for sale/disposal of the stake held in Unison Enviro Private Limited, subject to
compliance of conditions precedent under the SPA.
During the Financial Year under review, there was no change in the
nature of Company?s business.
Awards and Recognitions received by the Company during the year under
review:
Particulars |
Name of the Award / Recognition |
Construction Industry Development
Council Vishwakarma Awards 2023 |
CIDC Chairman's Commendation
Award for making the industry a vibrant place through exemplary work and dedication |
Construction Industry Development
Council Vishwakarma Awards 2023 |
Achievement of Safety Health and
Environment (Pangarh-Palasit Road Project) |
Construction Times Awards 2023 |
Best Executed Bridge Project
Award for the construction of India's 1st 8 Lane extra dosed cable stayed bridge across
river Narmada, Gujarat in a record time of 33 months. |
Safe-Tech Awards 2022 |
1. Best Worker Safety Measures
Award to VNL Package 1, Jharkhand |
Safe-Tech Awards 2022 |
2. Employee Training Campaign
Award to Panagarh Palasit Road Project, Kolkata |
CIA Construction &
Infrastructure Awards 2022 |
Best Company In Bridges |
Maharashtra State Best Employer
Brand Award |
Best Employer Brand Award |
Ministry of Road Transport and
Highways Excellence Awards 2022 |
Silver Award to Hirebagewadi Toll
Plaza in Karnataka for Excellence in Toll Management |
Corp Comm Vision and Innovation
Awards |
Excellence in Building People
Connect through a Social Cause |
Future Outlook
The global economy remains in a precarious state amid the protracted
effects of the overlapping negative shocks of the pandemic, the Russian Federation?s
invasion of Ukraine and the sharp tightening of monetary policy to contain high inflation.
Among many emerging market and developing economies and especially in low-income
countries, bolstering fiscal sustainability will require generating higher revenues,
making spending more efficient and improving debt management practices.
The Indian economy has risen from being 10th to the 5th
largest economy globally. The per capita income has doubled and increased to 1.97 lakh in
9 years. Indian economy is expected to grow by 5.9% in FY 2023-24 and by an average rate
of 6.1% over the next five years. The economy has been on a recovery path after the impact
of the pandemic. Development of India?s infrastructure sector has a multiplier effect
on demand and efficiency of transport and increases commercial and entrepreneurship
opportunities. Through Government initiatives like establishment of National Investment
and
Infrastructure Fund and Infrastructure Finance Secretariat to enhance
opportunities for private investments. India intends to enhance its infrastructure to
reach its 2025 economic growth target of US$ 5 trillion.
Our company has a well-diversified order backlog of INR 158bn (2.5x
FY23 revenue), providing visibility of moderate revenue growth over the next couple of
years. Backlog is diversified into Highways, Power distribution, Railways, Buildings etc.
Company has also entered into international geographies, which account for 19% of the
order backlog.
Infrastructure projects are often given by the Government of India,
individual state governments or state corporations through a competitive bidding procedure
in which bidders must demonstrate that they meet certain qualifying requirements. Due to
the lengthy planning and implementation phases inherent in BOT & HAM projects, large
cash input is sometimes required.
As a pioneer in integrated EPC and BOT business, company has immense
opportunities to grow on base of various factors such as:
Infrastructure spend remains strong; government capex to rise to
5.6% of GDP in FY24
Under Phase-II of Bharatmala Pariyojana, NHAI plans to award
30,200km of which NHAI has already shortlisted 5,000km
For FY24, MoRTH?s target of awarding 13,000-14,000km. The
target for physical completion of NHs has been set at 12,500km in FY24 (+14%YoY)
India?s target of attaining modest capacity for renewable
energy
Indian Railway?s focus on construction of new lines, track
renewals and line doubling in FY24
The objective of electrifying the entire broad-gauge network
with the FY24 target being 6,500 route km
Under the Amrit Bharat Scheme, government?s plan to
redevelop/upgrade 1,275 railway stations largely through the EPC route
To reiterate that, the company?s primary focus remains to build
sustainable EPC business in segments of highways, railways, power T&D and buildings.
Capital Expenditure
As at March 31, 2023, the Gross value of Fixed Assets including
Property Plant & Equipment (PPE), Intangible Assets, CWIP and Right of use was
Rs.836.45 Crore and WDV value is Rs.310.69 Crore. During year, addition in PPE was
Rs.82.75 Crore.
Share Capital
There was no change in the authorised share capital of the Company
during financial year. The paid-up share capital as at March 31, 2023 stood at Rs.140.36
Crore. During the year under review, there is no change in the paid-up share capital of
the Company. The Company has not issued any shares with differential voting rights or by
way of rights issue or Sweat Equity shares or shares under ESOP. Further, it has not
provided any money to its employees for purchase of its own shares hence the Company has
nothing to report 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, commercial papers or any
other debt securities during the year under review.
Dividend
Considering the future development plans of the company along with
requirement of the funds for execution of those plans, the Board thinks it is prudent not
to recommend any dividend to the shareholders for FY 2022-23. (Previous Year: Nil).
The Board of Directors has not recommended any dividend this year. The
amount of profits has been retained for future requirement of the Company for investment
in capital of Subsidiaries / Project SPVs.
General Reserve
The Company has not transferred any amount to the reserves of the
Company during the financial year under review.
Public Deposits
During the year under review, your Company had not accepted any deposit
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.
Committees
Your Company has in place the following Committees as mandated under
the provisions of the Act and Listing Regulations.
The Company has duly constituted the following mandatory Committees in
terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read
with rules framed thereunder viz.
a. Audit Committee:
b. Nomination and Remuneration Committee;
c. Stakeholders? Relationship Committee;
d. Corporate Social Responsibility Committee; and
e. Risk Management Committee.
The Composition of all such Committees, number of meeting/ (s) held
during the year under review, brief terms of reference and other details have been
provided in the Corporate Governance Report which forms part of this Annual Report. All
the 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 at
www.ashokabuildcon.com is given in Corporate Governance Report forming part of this
report.
Subsidiaries, Associates and Joint Ventures
The Company has 38 subsidiaries, including 4 subsidiaries as its
material unlisted subsidiaries and 7 Associate and Joint Ventures as on March 31, 2023.
In accordance with Section 129(3) of the Act and as per Indian
Accounting Standards (Ind AS) 110, the Company has prepared the Consolidated Financial
Statements of the Company and all its subsidiaries and Associates, which form part of the
Report.
A report on the performance and financial position of each of the
subsidiaries, associates and joint venture companies is provided in the notes to the
consolidated financial statements. Pursuant to the provisions of Section 129(3) of the
Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing
salient features of the financial statements of the Company?s Subsidiaries,
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 Annual
Report of the Company, containing therein its standalone and the consolidated financial
statements has been placed on the website of the Company. Further, audited annual accounts
of each of the subsidiary companies have also been placed on the website of the Company,
at https://www.ashokabuildcon.com/ financial-information.php
The Shareholders interested in obtaining a copy of the audited annual
accounts of the subsidiary companies may write to the Company Secretary at the
Company?s registered office address.
During the year under review:
> The investment in equity shares of the Company in Ashoka Banwara
Bettadahalli Road Private Limited (ABBRPL) increased by addition of 3,00,00,000 shares to
3,00, 50,000.
> The investment in equity shares of the Company in Ashoka
Baswantpur Singnodi Road Private Limited (ABSRPL) increased by addition of 2,83,20,000
shares to 2,83,70,000.
Framework for Monitoring Subsidiary Companies
During the year under review, Four (4) Companies were identified as
material subsidiaries of the Company, as per the
Listing Regulations. In terms of the provisions of Regulation 24(1) of
the Listing Regulations, appointment of one of the Independent Directors of the Company on
the Board of material subsidiaries was applicable to only three (3) subsidiaries viz. Viva
Highways Limited, Ashoka Concessions Limited, Jaora- Nayagaon Toll Road Company Private
Limited. Mr. Gyan Chand Daga represents independent directors of the Company on the Board
of Directors of three material subsidiaries.
The composition and effectiveness of Boards of all subsidiaries is
reviewed by the Company periodically. The Governance framework is also ensured through
appointment of Secretarial Auditors. Guidance is provided to subsidiaries on matters
relating to conduct of Board meeting, training and familiarisation programmes for the
Independent Directors on the Board of Subsidiaries.
The Company is in compliance with Regulation 24A of the Listing
Regulations. As per regulation 24A of the Listing Regulations, a listed company is
required to annex the secretarial audit report of its material unlisted subsidiaries to
its Directors Report. The secretarial audit reports for FY2022-23 of material unlisted
subsidiaries viz. Ashoka Concessions Limited, Viva Highways Limited, Jaora-Nayagaon Toll
Road Company Private Limited and Ashoka Ankleshwar Manubar Expressway Private Limited
(SPVs) are available on the website of the Company at https://
www.ashokabuildcon.com/financial-information.php
The Secretarial Audit Reports of all SPVs do not contain any
qualification, reservation or adverse remark.
Post closure of financial year 2022-23, no new Company identified as
Material Subsidiary of the Company and Company identified as Material unlisted Subsidiary
Company for FY2022- 23 remains to be continued as Material unlisted Subsidiary Company for
FY2023-24 basis net worth criteria. In view of this as on April 01, 2023, Ashoka
Concessions Limited, Viva Highways Limited, Jaora-Nayagaon Toll Road Company Private
Limited and Ashoka Ankleshwar Manubar Expressway Private Limited are the four (4) material
unlisted subsidiaries of the Company. Ashoka Ankleshwar Manubar Expressway Private Limited
do not require appointment of Nominee Independent Director of the Company on its Board of
Directors as the net worth of material subsidiary company does not exceed 20% of
consolidated net worth of the Company.
The Company monitors performance of subsidiary companies, inter alia,
by the following means:
> Financial statements, in particular investments made, loan availed
or granted by subsidiary companies, are reviewed quarterly by the Company?s Audit
Committee.
> Minutes of Board meetings of subsidiary companies are placed
before the Company?s Board regularly.
> A statement containing all significant transactions and
arrangements entered into by subsidiary companies is placed before the Company?s
Board.
> Presentations are made to the Company?s Board on business
performance of major subsidiaries of the Company by the senior management.
> The Company?s Policy for determining Material Subsidiaries is
available on the website of the Company at https://www.
ashokabuildcon.com/files/investors/corporate-governance/
ABL-Policy%20on%20Material%20Subsidiaries%20-%20 LODR%202015.pdf
Disclosure relating to remuneration of Directors, Key Managerial
Personnel and particulars of employees
In accordance with Section 178 and other applicable provisions of the
Act read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014
issued thereunder and Regulation 19 of the LODR, 2015, the Board of Directors at its
meeting held on February 05, 2021, reviewed and revised the Remuneration Policy of your
Company. The Remuneration Policy covered in the Corporate Governance Report which forms
part of the Report is available on the web link https://www.
ashokabuildcon.com/files/investors/corporate-governance/ Remuneration%20Policy.pdf
Directors and Key Managerial Personnel
Ashok Katariya (DIN:00112240) and Satish Parakh (DIN: 00112324) are
liable to retire by rotation at the ensuing AGM pursuant to section 152(6)(c) of the Act
read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the
Articles of Association of the Company and being eligible have offered themselves for
re-appointment.
Ashok Katariya (DIN: 00112240) has been re-appointed as a Whole-time
Director, designated as a Chairman, for a period of 2 years from April 01, 2022 and
further, as per Section 196 and Schedule V of the Act, the approval of the members has
been obtained by way of Postal Ballot, the results of which were declared on June 26,
2022, vide a special resolution for continuation of his office as a Whole-time Director,
upon attaining the age of 70 (seventy) years.
Milap Raj Bhansali (DIN: 00181897) had been re-appointed as a
Whole-time Director, for a period of 5 years from April 01, 2022 and further, as per
Section 196 and Schedule V of the Act, the approval of the members has been obtained at
the annual general meeting held on September 15, 2021, vide a special resolution for
continuation of his office as a Wholetime Director, upon attaining the age of 70 (seventy)
years. He has resigned from the post of director of the Company effective April 12, 2023
on personal health grounds.
Ashish Kataria (DIN: 00580763) has been appointed as a Whole-time
Director, for a period of 5 years from April 01, 2022 and further, as per Section 196 and
Schedule V of the Act, the approval of the members has been obtained by way of Postal
Ballot, the results of which were declared on June 26, 2022.
Mr. Satish Parakh, Managing Director, Mr. Ashish Kataria, Whole-time
Director, Mr. Paresh Mehta, Chief Financial Officer and Mr. Manoj Kulkarni, Company
Secretary have been recognized as the Whole-time Key Managerial Personnel of your Company
in accordance with the provisions of sections 2(51) and 203 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
None of the Key Managerial Personnel has resigned during the year under
review.
Declaration by independent directors
The Company has received the necessary declarations from each of the
Independent Directors of the Company under Section 149(7) of the Act and Regulation 25 of
the Listing Regulations, confirming 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 Listing Regulations. There had been no change in the circumstances
affecting their status as Independent Directors of the Company so as to qualify themselves
to be appointed as Independent Directors under the provisions of the Companies Act, 2013
and the relevant regulations. During the year under review, none of Independent Directors
has resigned from the directorship.
The Independent Directors of your Company have confirmed that:
a. they meet the criteria of Independence as prescribed under Section
149 of the Act and Regulation 16 of the Listing Regulations 2015;
b. they are not aware of any circumstance or situation, which could
impair or impact their ability to discharge duties with an objective independent judgment
and without any external influence; and
c. all the Independent Directors have registered themselves pursuant to
the Ministry of Corporate Affairs notification dated December 01, 2019 viz. the Companies
(Creation and Maintenance of databank of Independent Directors) Rules, 2019.
d. they have affirmed compliance with the Company?s Code of
Conduct for Directors and Senior Management Personnel for the financial year 2022-23.
Further, in the opinion of the Board, the Independent Directors fulfill
the conditions prescribed under the Listing Regulations 2015 and are independent of the
management of the Company.
Further, the Board also states that Independent Directors are the
persons of integrity and have adequate experience to serve as Independent Directors of the
Company.
Meeting of Independent Directors
As required under the provisions of section 149(8) read with Schedule
IV ("Code for Independent Directors") of the Act and Regulation 25(3) of the
Listing Regulations, a separate meeting of Independent Directors of the Company was held
on March 14, 2023 wherein Independent Directors, inter alia, reviewed the performance of
Non-Independent Directors including chairman and the Board as a whole, taking into account
the views of Executive Directors and Non-Executive Directors and assessed the adequacy
quality, quantity and timeliness of flow of information between the Company?s
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
Annual evaluation of Board?s performance
The Board has carried out an annual evaluation of its own performance,
Board Committees, and individual Directors (including independent Directors) pursuant to
the provisions of the Act and the Listing Regulations.
The separate point is covered in Corporate Governance Report, which is
a part of this Annual Report.
Meetings of the Board
6 (Six) Meetings of the Board of Directors were held during the year
under review. The details of the number of Board meetings of your Company are set out in
the Corporate Governance Report which forms part of the Report.
Directors? Responsibility Statement
Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies
Act, 2013, the Directors to the best of their knowledge and belief hereby state and
confirm that:
> In the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
> The Directors have approved the accounting policies and the same
have been applied consistently and have made judgment 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 March 31, 2023 and of the Profit of the Company for the year ended on that date;
> Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the
Company and for preventing and detecting fraud and other
irregularities;
> The annual accounts have been prepared on a going
concern? basis;
> Proper internal financial controls are followed by the Company and
that such financial controls are adequate and are operating effectively; and
> Proper systems to ensure compliance with the provisions of all
applicable 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 Section
139 of the Act and the Companies (Audit and Auditors) Rules, 2014, have appointed M/s. S R
B C & CO LLP, Chartered Accountants, Mumbai, (Firm Registration No. 324982E/E300003),
as the Statutory Auditors to hold office till the conclusion of the 34th Annual
General Meeting (AGM?) of the Company to be held for FY 2026-27. They have
confirmed that they are not disqualified from continuing as Auditors of the Company and
are eligible for re-appointment.
There have been no instances of fraud reported by the Statutory
Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules framed thereunder
either to the Company or to the Central Government.
The Auditors? Reports on Standalone Financial Statements (SFS) and
Consolidated Financial Statements (CFS) for financial year 2022-23 do not contain any
qualification, observation or adverse remark except the following:
Clause No. vii (a) of ANNEXURE 1 - STATEMENT ON MATTERS SPECIFIED IN
PARAGRAPHS 3 AND 4 OF THE COMPANIES (AUDITOR?S REPORT) ORDER, 2020 (SFS)
Remark: Undisputed statutory dues including goods and services tax,
provident fund, employees? state insurance, income-tax, sales-tax, service tax, duty
of custom, duty of excise, value added tax, cess and other statutory dues as applicable
have generally been regularly deposited with the appropriate authorities though there has
been a slight delay in a few cases for provident fund and profession tax. According to the
information and explanations given to us and based on audit procedures performed by us, no
undisputed amounts payable in respect of these statutory dues were outstanding, at the
year end, for a period of more than six months from the date they became payable.
Reply: There was slight delay in payment of provident fund and
profession tax due to unavoidable circumstances. However the same had been regularized and
the dues have been paid during
the year. The necessary precautions have been taken to ensure that no
such delays happen in future.
The Auditors? Report on Consolidated Financial Statements (CFS)
for financial year 2022-23 does not contain any qualification, observation or adverse
remark except the following:
Remark: 2 (b) In our opinion, proper books of account as required by
law relating to preparation of the aforesaid consolidation of the financial statements
have been kept in electronic mode on servers physically located in India so far as it
appears from our examination of those books and reports of the other auditors except that
with respect to certain subsidiaries as disclosed in Note 73 of the consolidated financial
statements, we are unable comment whether daily backups of books of accounts maintained in
electronic mode were taken due to absence of logs. Further, with respect to certain
subsidiaries as disclosed in Note 73 to the consolidated financial statements, there were
delays in taking daily backups.
Reply:
The Group has defined process to take daily back-up of books of account
maintained electronically however in certain subsidiaries, associates and joint venture
(a) an accounting application does not support maintenance of logs of backups taken on a
daily basis; (b) there has been instances where there are delays in taking daily back-up
in an accounting application. The management is in the process of taking necessary steps
to configure systems to ensure that logs of daily backup for books of account is
maintained in order to ensure compliance with the requirements of the applicable statute.
b. Cost Auditors
Your Company is maintaining the cost records as specified by the
Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and had
appointed M/s. S. R. Bhargave & Co., Cost Accountants (Firm Registration No. 000218)
as the Cost Auditors to conduct the audit of cost records of the Company and to issue Cost
Audit Report for FY2023-24.
The Board has proposed the appointment of M/s S. R. Bhargave & Co.,
Cost Accountants, as the Cost Auditors of the Company for FY2023-24 at a remuneration of
Rs.5,40,000/- (Rupees Five Lakh Forty Thousand only) plus applicable taxes and
out-ofpocket expenses at actuals. The consent has been received from M/s. S. R. Bhargave
& Co., Cost Accountants, Pune, to act as the Cost Auditors of your Company for
financial year 2023-24 along with a certificate confirming their independence and
eligibility.
Appropriate resolution has been recommended by the Board to be passed
by the shareholders in the ensuing Annual General Meeting to ratify the remuneration of
the Cost Auditors for the FY 2023-24.
c. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
had appointed M/s. Sharma & Trivedi LLP (LLP IN : AAW-6850) Practising Company
Secretaries, Mumbai, to conduct the Secretarial Audit of your Company. The Secretarial
Audit Report is annexed herewith as Annexure - III to the Board?s Report.
There are no observations / remarks or qualifications in the
Secretarial Audit Report for FY2022-23.
d. Internal Auditors
M/s Suresh Surana & Co. LLP and M/s. Patil Hiran Jajoo, Chartered
Accountants had been appointed as Joint Internal Auditors of the Company for FY2022-23 and
the reports of Joint Internal Auditors were reviewed by the Audit Committee from time to
time at the meetings of Audit Committee. The observations and suggestions of the Internal
Auditors were reviewed and necessary corrective/preventive actions were taken in
consultation with the Audit Committee.
The Company has appointed M/s Suresh Surana & Co. LLP, Mumbai and
M/s. Patil Hiran Jajoo, Chartered Accountants, Nashik, as Joint Internal Auditors for
FY2023-24.
Audits and internal checks and balances
M/s S R B C & CO. LLP, Chartered Accountants, conduct the audit of
accounts of the Company.
The Company has adequate internal control systems that are commensurate
with the size and nature of its business which ensures that all the assets are acquired
economically and used optimally. The systems are safeguarded, protected against loss from
unauthorised use or disposition, and all transactions are properly authorised, recorded
and reported correctly. A dedicated Legal Compliance ensures that the Company conducts its
businesses with legal, statutory and regulatory compliances. The Company has instituted a
legal compliance programme in conformity with requirements of the Act to ensure that there
exists a system which is adequate and operates effectively and efficiently.
Well-documented policies supplement the internal control system. Audits of various
departments are conducted as per the annual audit plan through joint internal auditors,
who submit reports to the management and the Audit Committee of the Board from time to
time. The views of the statutory auditors are also considered to ascertain the adequacy
and efficacy of the internal control system and measures. The project sites of the Company
are covered through SAP ERP system. All these measures are continuously reviewed by the
management and as and when necessary and required improvements are made.
Adequacy of Internal Financial Controls with reference to the financial
statements
The Company has designed and implemented a process driven framework for
Internal Financial Controls ("IFC") within the meaning of the explanation to
Section 134(5)(e) of the Act read with Rule 8(5) (viii) of the Companies (Accounts) Rules,
2014. The Company has appropriate internal control systems for business processes with
regard to its operations, financial reporting and compliance with applicable laws and
regulations.
It has documented policies and procedures covering financial and
operating functions and processes. These policies and procedures are updated from time to
time and compliance is monitored by the internal audit function as per the audit plan. The
Company continues its efforts to align all its processes and controls with best practices.
Your Company uses SAP ERP Systems to maintain its Books of Account. The
transactional controls built into the SAP ERP systems ensure appropriate segregation of
duties, appropriate level of approval mechanisms and maintenance of supporting records.
The systems, Standard Operating Procedures and controls including manual controls are
reviewed by Management.
Your Company has in place adequate Internal Financial Controls with
reference to the Financial Statements commensurate with the size, scale and complexity of
its operations. The Company has appointed independent audit firms as Internal Auditors to
observe the Internal Control system. The Board of the Company have adopted various
policies viz. Policy on determining Material Subsidiary, Policy on Determination of
Materiality of Events or Information, Whistle Blower Policy, Policy on Related Party
Transactions, Policy on Prohibition of Insider Trading, Policy on Prevention of Sexual
Harassment at Workplace, Policy on Corporate Social Responsibility, Nomination and
Remuneration Policy, Risk Management Policy, Dividend Distribution Policy and other
policies and procedures for ensuring the orderly and efficient conduct of its business for
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.
The Audit Committee of the Board actively reviews the adequacy and
effectiveness of the internal control system and suggests improvements to strengthen the
same. The Company has robust management information system, which is an integral part of
the control mechanism.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In compliance of Section 124 and 125 of the Act read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, any money transferred to the Unpaid Dividend Account of a Company in pursuance of
these sections, which remains unpaid or unclaimed for a period of seven years from the
date of such transfer shall be transferred by the Company along with interest accrued, if
any, thereon to the Fund established under sub-section (1) of section 125 of the Act i.e.
Investor Education and Protection Fund.
During the year under review, the Company had transferred a sum of
Rs.92,372/- to the Investor Education and Protection Fund established by the Central
Government (IEPF). The said amount represents Final Dividend for the year 2014-15 and 1st
Interim Dividend for the year 2015-2016 lying unclaimed with the Company for a
period of 7 years from their respective due dates of payment.
TRANSFER OF SHARES TO IEPF
As required under Section 124 of the Companies Act, 2013, 3,788 Equity
shares, 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 under
review. The details of shares transferred have been uploaded on the website of IEPF as
well as the Company at https:// www.ashokabuildcon.com/file s/investors/unpaid-unclaimed-
divident/Shares%20transferred%20to%20IEPF.pdf
The members/claimants whose shares or unclaimed dividend, have been
transferred to the IEPF demat Account or the Fund, as the case may be, may claim the
shares or apply for refund by making an application to the IEPF Authority in the
prescribed form available on http://www.iepf.gov.in along with requisite fees as decided
by the IEPF Authority from time to time. The member/claimant can file only one
consolidated claim in a financial year as per the IEPF Rules.
Familiarisation Programme for Independent Directors
Pursuant to the requirement of Regulation 25(7) of the (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company needs to formally
arrange Induction or Familiarization Programme for Independent Directors to familiarise
them with their role, rights and responsibility as Independent Directors, the working of
the Company, nature of the industry in which the Company operates, business model and
Regulatory updates.
The Company believes that a Board, which is well informed/ familiarised
with the Company and its affairs, can contribute significantly to effectively discharge
its role of trusteeship in a manner that fulfils stakeholders? aspirations and
societal expectations.
The Company has an orientation process/familiarization programme for
independent directors, which includes:
a) Briefing on their role, responsibilities, duties, and obligations as
a member of the Board;
b) Nature of business and business model of the Company, Company?s
strategic and operating plans; and
c) Matters relating to Corporate Governance, Code of Business Conduct,
Risk Management, Compliance Programs, Internal Audit, etc.
In pursuit of this and as part of ongoing training, the Company
schedules meetings of business heads and functional heads with the Independent Directors.
During these meetings, comprehensive presentations are made on the various aspects such as
Company?s business models, growth and performance, new business strategies and
initiatives by risk minimization procedures, etc. These meetings also facilitate
Independent Directors to provide their inputs and suggestions on various strategic and
operational matters directly to the business and functional heads.
The details are mentioned in the Corporate Governance Report which is a
part of the report. The details of the Familiarisation Programme for Independent Directors
of the Company are hosted on the website of the Company at https://www.ashokabuildcon.
com/files/investors/corporate-governance/Familiarisation%20 Programme-310323.pdf
Policies
The details about the adoption of the various Policies as per the
requirement of the SEBI (LODR) Regulations, 2015 are covered in the Corporate Governance
Report, which forms part of this Report.
Prohibition of Insider Trading
The details about prohibition of trading by Insiders are covered in the
Corporate Governance Report which forms part of this Report.
Insurance
The Company?s plant, property, equipment and stocks are adequately
insured against major risks. The Company has appropriate liability insurance.
DIRECTORS AND OFFICERS LIABILITY INSURANCE (D & O)
Pursuant to Regulation 25(10) of the Listing Regulations, the Company
has taken the Directors and Officers Liability Insurance (D & O Insurance?)
policy for all the Directors including Independent Directors of the Company for
indemnifying them against any liability in respect of any negligence, default,
misfeasance, breach of duty, or breach of trust for which they may be guilty in relation
to the Company.
SUCCESSION PLANNING
The Nomination and Remuneration Committee of the Board oversees matters
related to succession planning of Board and Senior Management of the Company. The Company
understands that sound succession planning is essential for sustained growth of the
Company.
Disclosure on confirmation on the Secretarial Standards
The Company is in compliance with the Secretarial Standards on Meetings
of Board of Directors (SS-1) and General Meetings (SS-2).
Related party transactions
All Related Party Transactions entered during the year under review
were in compliance with the requirements of the Act and the Rules framed thereunder and
LODR 2015. All the required approvals of the Audit Committee, the Board of Directors and
Shareholders, as the case may be, have been obtained, in accordance with applicable laws
for the Related Party Transactions. RPT Policy, which is reviewed periodically, is
uploaded on the website at https://www.ashokabuildcon.
com/files/investors/corporate-governance/ABL%20RPT%20 POLICY 010422.pdf
During the year under review, your Company entered into transactions
with related parties as defined under Section 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 basis and in accordance with the provisions of the Act,
Rules issued thereunder and Regulation 23 of the LODR 2015. Further, other suitable
disclosures as required under IND AS - 24 have been made in the Notes to the financial
statements.
During the year under review, there were no materially significant
Related Party Transactions entered by the Company with Promoters, Directors or Key
Managerial Personnel, which may have a potential conflict with the interest of the
Company.
The details of the related party transactions are set out in Note No.
47 to the standalone financial statements forming part of the Report.
The Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014 in respect of disclosure of
contracts/arrangements with related parties under section 188 is set out as Annexure-II to
the Board?s Report.
Particulars of loans given, investments made, guarantee given and
securities provided under Section 186 of the Act
The particulars of the loans given, investments made or guarantees
given and securities provided covered under the provisions of Section 186 of the Act, are
provided in the Note No. 38 to the Standalone Financial Statements.
Annual Return
The Annual Return of the Company for FY2022-23, in draft format in the
prescribed form MGT-7 is available on the website of the Company at:
https://www.ashokabuildcon.com/files/ investors/financial-info/ABL_Form_MGT_7_2223.pdf
Corporate Social Responsibility
Your Company believes that Corporate Social Responsibility is an
integral part of its business. It seeks to operate its business in a sustainable manner
which would benefit the Society at large in alignment with the interest of its
stakeholders. As per the requirements of Section 135 of the Companies Act, 2013 pertaining
to Corporate Social Responsibility ("CSR") your Company has duly constituted a
Corporate Social Responsibility Committee ("CSR Committee"). The composition and
terms of reference of the CSR Committee are provided in Corporate Governance Report. The
Company has framed Corporate Social Responsibility policy which is available on the
website of the company at https://www.ashokabuildcon.com/files/investors/
corporate-governance/ABL_CSR_POLICY_01042021.pdf
The Company was required to spend Rs.9.63 Crore on CSR activities
during FY2022-23, based on profits for FY 2022, calculated on the basis of Section 198 of
the Companies Act, 2013. The Company had spent Rs.6.533 Crore during FY2022- 23. The
Company has thus not spent the entire amount required to be spent on CSR activities during
FY2022-23 and the unspent balance amount of Rs.3.10 Crore has been deposited in separate
Bank Account Unspent CSR Expenses FY2022-23? opened with scheduled bank before
the due date and thereby complying with the requirement of Section 135 of the Act.
In compliance with the amendments in the various provisions of the
Companies Act, 2013 and the Companies Corporate Social Responsibility Amended Rules, 2021
issued by the Ministry of Corporate Affairs vide its notification dated January 22, 2021
the Company had amended the Corporate Social Responsibility (CSR) Policy. Further, as
required under Rule 4 (5) of the Companies (Corporate Social Responsibility Policy) Rules,
2015, Chief Financial Officer had issued a Certificate dated May 24, 2023 certifying that
the funds so disbursed for CSR activities as per CSR Budget approved by the Company have
been utilised up to Rs.6.533 Crore for the purposes and in the manner as approved by Board
of Directors of the Company from time to time. The unspent amount of Rs.3.10 Crore has
been transferred to separate Bank Account. The CSR activities for financial year ended
March 31, 2023 along with the composition of CSR Committee is set out in Annexure IV to
the Board?s Report.
Policy on prevention of sexual harassment
Your Company has in place a policy on Prevention of Sexual Harassment
of Women at Workplace which is in line with requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").
Your Company has zero tolerance towards any action on the part of any
of its officials, which may fall under the ambit of "Sexual Harassment" at
workplace. The objective of this Policy is to provide an effective complaint redressal
mechanism if there is an occurrence of sexual harassment. Your Company has also complied
with the provisions of setting up of an Internal Complaint Committee which is duly
constituted in compliance with the provisions of the POSH Act. All women, permanent,
temporary, trainees or contractual staff including those of service providers is covered
under the policy. The Company has provided a safe and dignified work environment for
employee which is free of discrimination.
Further, the Company also conducts adequate awareness programs and
interactive sessions against sexual harassment for all the employees, to build awareness
amongst employees about the Policy and the provisions of POSH Act. There are no complaints
or concerns received or observed during FY2022-23 pertaining to sexual harassment.
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 of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules
thereunder, it is hereby declared for financial year 2022-23, as follows.
a. number of complaints filed during financial year Nil
b. number of complaints disposed of during financial year N.A.
c. number of complaints pending as on end of financial year. N.A.
Disclosure under section 134 (3) (l) of the Act
Except as disclosed elsewhere in the report, there have been no
material changes and commitments which can affect the financial position of the Company
between the end of financial year of the Company and date of the report.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo
The information on Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Act read with
the Companies (Accounts) Rules, 2014 is as follows:
Conservation of energy
The Company does not have any manufacturing facility. The other
particulars required to be provided in terms of Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.
Nevertheless, during the period the Company continued its endeavor to
conserve energy through various modes. Energy conservation continues to be a focus area
for the Company. Energy conservation measures are meticulously followed and conform to the
highest 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 made,
Benefits derived, Import of Technology:
Sr. No. |
Particulars |
Remarks |
i |
the efforts made towards
technology absorption |
No specific efforts made other
than in the ordinary course of execution of the Project |
Ii |
the benefits derived like product
improvement, cost reduction, product development or import substitution |
N.A. |
iii |
in case of imported technology
(imported during the last three years reckoned from the beginning of financial year |
N.A. |
a. |
the details of technology
imported |
N.A. |
b. |
the year of import |
N.A. |
Sr. No. |
Particulars |
Remarks |
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 |
DETAILS OF FOREIGN EXCHANGE EARNINGS AND EXPENSES
The expenses in foreign exchange are as follows:
Particulars |
Amount (Rs. in
lakh) |
Import of Spares |
25.48 |
Advertisement Expenses |
3.17 |
Foreign Travels - Directors |
10.49 |
Foreign Travels - Staff |
8.01 |
Bank Charges |
0.03 |
Bank Guarantee Charges |
8.21 |
Expenses of Overseas Projects |
4,425.84 |
Total |
4,481.12 |
The earnings in foreign exchange are as follows:
Particulars |
Amount (Rs. in
lakh) |
Other Income - Project Monitoring
Services |
1,113.27 |
Contract Revenue - Guyana |
8,777.44 |
Total |
9,890.71 |
Details on Internal Financial Controls
The Company has in place adequate internal financial controls,
some of which are outlined below.
The Company prepared its Financial Statements to comply with the
accounting standards specified under Section 133 of the Companies Act, 2013 read with
Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. These
Standalone financial statements includes Balance Sheet as at March 31, 2023, the Statement
of Profit and Loss including Other Comprehensive Income, Cash flows Statement and
Statement of changes in equity for the year ended March 31, 2023, and a summary of
significant accounting policies and other explanatory information. The Changes in
policies, if any, are approved by the Audit Committee in consultation with the Auditors.
The policies and procedures adopted by the Company for ensuring
the orderly and efficient conduct of its business, including adherence to Company?s
policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information.
The policies to ensure uniform accounting treatment are
prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies
are audited and certified by the respective Auditors of the Subsidiaries for
consolidation.
Your Company has implemented new ERP (SAP) during financial year
2018-19 and is being used regularly and effectively.
The opportunity presented by the emergence of Digital
Technologies is one of the key strategic enablers to our sustainable growth. As a step
towards process simplification, integration and speed, we have implemented the SAP S4 -
HANA platform. This has enabled the organisation with a single source for financial
accounting, costing, and asset accounting through Integrated System under SAP S4/ HANA
architecture.
The Management periodically reviews the financial performance of
your Company against the approved plans across various parameters and takes appropriate
action, wherever necessary. Internal Auditors have been appointed who report on quarterly
basis on the processes and system of accounting of the Company. The observations, if any,
of the Internal Auditors, are resolved to their satisfaction and are implemented across
all the sites.
During the year under review, the internal financial controls
were reviewed and tested by a reputed firm of Chartered Accountants who report on
quarterly basis on the process and systems of accounting and other operational processes
of the Company. The main thrust of internal audit is to test and review controls,
appraisal of risks and business processes, besides benchmarking controls with best
practices in the industry.
Particulars of Employees
The statement containing top employees in terms of remuneration drawn
and particulars of employees as required under Section 197(12) of the Act, read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
will be provided upon request. In terms of Section 136 of the Act, the said annexure is
open for inspection and has been hosted on the website of the Company at
https://www.ashokabuildcon.com/files/investors/corporate-
governance/Statement-Rule5(2).pdf
In terms of Section 136 of Companies Act, 2013 the Report and Accounts
are being sent to the Members and others entitled thereto, excluding the statement on
employees? particulars.
If any Member is interested in obtaining a copy thereof, such Member
may write to the Company Secretary in this regard.
The Managing Director and Whole-time Directors of your Company do not
receive remuneration from any of the subsidiaries of your Company except Mr. Ashish
Kataria, Wholetime Director of the Company, who received remuneration Rs. 1.90 Crore in
FY2022-23 from Ashoka Concessions Limited, a subsidiary of the Company, as a Whole-time
Director of that Company.
The information required under Section 197 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/employees of your Company is set out in Annexure - V to the Board?s Report.
Management Discussion and Analysis
Management Discussion and Analysis is given in a separate section
forming part of this Report.
Corporate Governance
The Company is committed to maintaining the highest standards of
corporate governance and continues to be compliant with the requirements of corporate
governance as enshrined in the Listing Regulations. The report on corporate governance
together with a certificate from the Practising Company Secretary, confirming compliance
with corporate governance norms as stipulated in the Listing Regulations, forms a part of
this Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
As stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Business Responsibility & Sustainability Report
describing the initiatives taken by the Company from environmental, social and governance
perspective is attached as part of the Report as Annexure - VI to the Board?s Report.
General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
> Details relating to deposits covered under Chapter V of the Act.
> Issue of equity shares with differential rights as to dividend,
voting or otherwise.
> Issue of shares (including sweat equity shares) to employees of
the Company under any scheme;
> No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company?s operations in
future.
> No fraud has been reported by the Auditors to the Audit Committee
or the Board.
> The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
Cautionary Statement:
Statements in the Annual Report, describing the Company?s
objectives, projections, estimates and expectations, may constitute forward looking
statements? within the meaning of applicable laws and regulations. Although the
expectations are based on reasonable assumptions, the actual results might differ.
Acknowledgement
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders, banks, credit rating agencies and financial
institutions, clients, vendors, for their cooperation and continued support in future for
the growth of the Company.
The Directors also wish to acknowledge the support and guidance
received from various regulatory bodies, NHAI, MPRDC, Power Distribution Corporations of
various States, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of
India Limited, Securities and Exchange Board of India and other Central and State
Government agencies and thank them for the same and look forward to their continued
support. The Directors appreciate and value the contribution made by each and every
employee of the Ashoka family.
For and on behalf of the Board of
Directors |
|
|
SD/- |
Place: Nashik Date: May 24, 2023 |
(Ashok Katariya) Chairman
DIN:00112240 |
|