Enter the first few characters of Company and click 'Go'

Directors Report of Ahluwalia Contracts (India) Ltd.

Mar 31, 2023

The Directors take pleasure in presenting the 44^th (Integrated) Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2023.

FINANCIAL HIGHLIGHTS

The Board''s Report is prepared based on the standalone and consolidated financial statements of the Company. The Company''s financial performance for the year under review alongwith previous year''s figures are given hereunder:

Standalone Financial Results:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	Year Ended March 31, 2023	Year Ended March 31, 2022	Year Ended March 31, 2023	Year Ended March 31, 2022
Revenue from Operations	283839.33	269246.91	283839.33	269246.91
Other Income	2951.75	2913.97	2951.75	2913.97
Total Income:	286791.08	272160.88	286791.08	272160.88
Total Expenditure other than Finance Cost and Depreciation and Amortisation	253421.93	243586.46	253426.49	243590.70
Profit Before share of loss of Joint Venture, Finance Cost and Depreciation and Amortisation, Tax	33369.15	28574.42	33364.59	28570.18
Depreciation and Amortisation Expenses	3877.39	3358.19	3877.39	3358.19
Finance Cost	3307.83	4372.64	3307.83	4372.64
Profit Before share of loss of Joint Venture and Tax	26183.93	20843.59	26179.37	20839.35
Share of profit/(loss) of Joint Venture	-	-	(13.99)	-
Profit Before Tax	26183.93	20843.59	26165.38	20839.35
Provision for Current Tax	6838.84	5692.00	6838.84	5692.00
Provision for Deferred Tax	(71.14)	(374.31)	(71.14)	(374.31)
Profit after Tax	19416.23	15525.90	19397.68	15521.66
Re-measurement of Defined Benefits Plans	117.93	121.83	117.93	121.83
Total Comprehensive Income	19534.16	15647.73	19515.61	15643.49

COMPANY''S PERFORMANCE AND FUTURE OUTLOOK

The Standalone Total Income for FY 2023 was '' 286791.08 Lakhs (Previous Year: '' 272160.88 Lakhs) thereby showing an increase of 5.37 %. The Operating Profit (EBITDA) stood at '' 30417.40 Lakhs as against '' 25660.45 Lakhs in the Previous Year. The Net Profit for the year stood at '' 19416.23 Lakhs against '' 15525.90 Lakhs reported in the Previous Year showing an increase of 25.06%.

The Consolidated Total Income for FY 2023 was '' 286791.08 Lakhs (Previous Year: '' 272160.88 Lakhs) thereby showing ab increase of 5.38% The Consolidated Operating Profit (EBITDA) stood at '' 30412.84 Lakhs (Previous Year: '' 25656.21). The Consolidated Profit after tax stood at

'' 19397.68 Lakhs (Previous Year: '' 15521.66 Lakhs) showing an increase of 24.97%.

FUTURE OUTLOOK

The total order book for the Financial Year 2023-24 is '' 1446459 Lakhs. During the Year the Company has got orders for development of Infrastructure and Building Projects etc.

DIVIDEND

During the financial year 2022-23, your Directors recommend a dividend @20% i.e. '' 0.40 Paisa per equity share on the face value of '' 2/- per equity share for the Financial year 2022-23. The final dividend, subject to

approval of the Members at the ensuing 44th Annual General Meeting will be paid on or after Saturday, 30th September, 2023 to the Members whose names appear in the Register of Members, as on the Book Closure date, i.e. Friday, 22nd September, 2023.

The total dividend for the financial year, including the proposed final dividend, amounts to 20% i.e. '' 0.40 Paisa per equity share and will absorb '' 267.95 Lakhs. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is uploaded on the Company''s website at https://www.acilnet.com/dividend-distribution-policy/

HUMAN RESOURCES

The Company has a strong belief that maximizing the potential, skills and enthusiasm of each employee will help the Company in attaining sustainable growth. The Company is committed to providing a healthy and co-operative work environment. To ensure this, the Company properly listens to individual concerns and addresses the issues raised by the employees. The Company further empowers employees in a manner that encourages behavior resulting in better performances and value addition for clients/ customers.

Human resources are vital for any Organization to achieve sustainable performance in this dynamic environment. The Company values its human resources and is committed to providing them with an enabling environment which motivates, facilitates their growth and rewards them for their contributions. HR Team strives to develop workforce which is motivated, committed and aligned with the ACIL strategic goals and objectives. To ensure an enabling work culture and an engaged work force, employee-centric policies and development initiatives have been adopted from time to time. The policies are regularly re-visited and updated to keep abreast with the changing work expectations and employee aspirations.

Human Resource is at the heart of every successful organization, more so in today''s world of disruption and complexity. We at ACIL consider human resources as our most valuable asset and are committed to fostering a

healthy, productive environment for employees which will allow them to transform potential into performance.

The Company promotes diversity and is in a constant endeavor to establish a corporate culture that embodies mutual respect. It allows employees to play active roles in a workplace that promotes personal and professional growth, diverse values and conducive work environment that is completely free of discrimination and harassment. The Company''s HR department is fully trained to cater to the needs of the employees that may arise from time to time. Also, the HR department creates all HR strategies in consultation with the senior management and Board of Directors of the Company. As on March 31, 2023, the total number of employees of the Company is 2,506.

Talent Acquisition

Your Company''s Talent acquisition strategy aims at identifying and developing a well-qualified and effective talent pool to address both short term and long-term requirements. To meet our dynamic business needs diverse recruitment models are adopted with intake of fresh talent, domain specialists, and short term hiring through empanelled agencies, fixed term hiring and on boarding consultants/advisors. Planned job rotation has been implemented for optimum utilization of available human resources.

â¢ Performance Management System

To enable a performance-based culture, your Company has in place a robust and transparent online process of Performance Management System that gives weightage to both performance & potential and ensures holistic assessment. The outcome of Performance Management System is used for career progression, performance related pay, training & development and succession planning.

INFORMATION TECHNOLOGY SERVICES

Information Technology Services (ITS) Division continued to make advances, providing high-tech IT enabled services to ACIL''s mainstream activities by developing/ implementing IT solutions to deliver better quality services with emphasis on increased efficiency and improved productivity.

ITS has initiated major steps towards the critical activity of deperimeterization of activities as well as IT-enabled business continuity in safe and secure manner. ITS has also adopted and enabled smart platform in seamless Engineering activity through cutting-edge technology in

pursuit of operational excellence, enhanced productivity & competitive edge. Adoption of technology at every activity has ushered in new way of doing business in the Company.

ITS Provides services in two different areas:

â¢ Technological interventions in the areas of Infrastructure facilities/device considering connectivity and Cyber security and data security as key components.

â¢ Digitalization of work processes through Applications and Portals to ensure seamless & automated functioning within the Company as well for the external stakeholders. These activities also help in achieving sustainable goal Major achievements under both the areas are indicated

Infrastructure Up-gradation

â¢ ACIL has adopted Device as a Service approach for procurement of new devices keeping in mind continuous upgradation of technology and responsible device usage. The upgradation will enhance user experience and adoption of technologies.

â¢ Established complete security strategy with suitable centralized IT infrastructure allowing flexible access within office premises and outside.

â¢ State-of-the-art disk-based backup system with remote replication for enhanced protection and availability of all business data along with the applications has been implemented, to address seamless back up flow.

â¢ Rolled out smart platform across the complete Process and Detailed engineering functional value chain on prestigious projects.

Security

â¢ In an effort towards continual improvement and meeting best practices, ITS has also achieved ISO 27001:2013 Information Security Management System recertification /certification for the operations and management of the data centres at Delhi, Mumbai, Kolkata, Bangalore, Patna, Bhubaneshwar, Jammu and Gurugram respectively.

Usage of Virtual tools

To address need of seamless interaction in safe way, Videoconferencing facilities have been enabled within premises and for employees using cloud-based virtual meeting services along with matching hardware facilities. The connectivity enhancement from anywhere approach has been adopted in office premises by enabling complete wifi connectivity

CHANGE IN NATURE OF BUSINESS

There was no change in nature of the business of the Company during the financial year ended on March 31,2023.

Subsequent to the closing of financial year, the following events have occurred between the end of the financial year to which the financial statements relate and date of this report.

The Company has increased the remuneration of the Executive Directors of the Company viz. Mr. Bikramjit Ahluwalia (DIN: 00304947), Chairman & Managing Director, Mr. Shobhit Uppal (DIN: 00305264), Whole Time Director, Mr. Vikas Ahluwalia (DIN: 00305175), Whole Time Director and Mr. Sanjiv Sharma (DIN: 08478247), Whole Time Director of the Company effective from 1st April, 2023.

Except this there was no other material changes occurred in the Company till the signing of the Board''s report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

ANNUAL PERFORMANCE

Details of the Company''s annual financial performance as published on the Company''s website and presented during the Analyst Meet, after declaration of annual results can be accessed on the Company''s website at www.acilnet.com

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2023 stood at '' 1,339.75 Lakhs. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

DIRECTORS

During the period under review and as on date of this Report, the Board of the Company consists of the following Directors:

Sl.	Name of the Director	Category of Directorship/ Designation
1	Mr. Bikramjit Ahluwalia, DIN:00304947	Executive Managing Director (Whole Time)
2	Mr. Shobhit Uppal, DIN:00305264	Executive (Whole Time)
3	Mr. Vikas Ahluwalia, DIN:00305175	Executive (Whole Time)
4	Mr. Sanjiv Sharma, DIN:08478247	Executive (Whole Time)
5	Mr. Arun Kumar Gupta, DIN:00371289	Independent Non-Executive
6	Dr. Sushil Chandra, DIN:00502167	Independent Non-Executive
7	Mrs. Sheela Bhide, DIN:01843547	Independent Non-Executive
8	Mr. Rajendra Prashad Gupta, DIN:02537985	Independent Non-Executive

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as on 31st March 2023.

Sl.	Name of the KMPs	Category of Directorship/ Designation
1	Mr. Bikramjit Ahluwalia, DIN:00304947	Executive - Managing Director (Whole Time)
2	Mr. Shobhit Uppal, DIN: 00305264	Executive - Whole Time Director
3	Mr. Vikas Ahluwalia, DIN:00305175	Executive - Whole Time Director
4	Mr. Sanjiv Sharma, DIN: 08478247	Executive - Whole Time Director
5	Mr. Satbeer Singh	Chief Financial Officer (CFO)
6	Mr. Vipin Kumar Tiwari	Company Secretary (CS)

During the year under review, following changes occurred in the Directors of the Company:

Mrs. Sheela Bhide (DIN: 01843547) was re-appointed for another period of five years as an Independent Director of the Company w.e.f. 17.09.2022 whose appointment was confirmed as an Independent Director of the Company in the Annual General Meeting. Further Mr. Rajendra Prashad

Gupta (DIN:02537985) also re-appointed for another period of five years as an Independent Director of the Company w.e.f 24.07.2022 and his appointment was confirmed in the Annual General Meeting of the Company.

Mr. Sanjeev Sharma (DIN:08478247) was re-appointed as Whole Time Director for another period of five years w.e.f. 1.08.2022 and his appointment was confirmed in the Annual General Meeting of the Company.

In accordance with Section 152 of the Act Mr. Shobhit Uppal (DIN: 00305264), who has been longest in the office, is liable to retire by rotation at the ensuing 44th Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his appointment for the approval of the members of the Company in the ensuing 44th AGM. A resolution seeking shareholders'' approval for his reappointment forms part of the Notice of AGM.

STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015

MEETINGS OF THE BOARD

The Schedule of meetings of the Board of Directors and Committee of the Board is circulated to the Director in advance. During the year, 6 (Six) Board Meetings were convened and hold, the details Board and Committee meetings are given in the Corporate Governance Report, the gap between any two convened meetings of Board of Directors was less than 120 days.

CRITERIA FOR SELECTION OF CANDIDATES FOR MEMBERSHIP ON THE BOARD OF DIRECTORS AND THE REMUNERATION POLICY

As per the provisions of Section 178 of the Act and other relevant provisions and on the recommendation of Nomination & Remuneration Committee, the Board has framed a criteria for selection of Directors, a policy for remuneration of Directors, key managerial personnel ("KMP"), senior management personnel ("SMP") and other employees. The Criteria for selection of candidates for Membership on the Board of Directors and the remuneration policy are stated in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, its committees and the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

AUDIT COMMITTEE

Your Company has a qualified and independent Audit Committee. The Audit Committee consists of the following members as on date of this Report:

Name of the Directors	Designation	Nature of Directorship
Mr. Arun Kumar Gupta	Chairman	Non-executive Independent Director
Dr. Sushil Chandra	Member	Non-executive Independent Director
Mr. Rajendra Prashad Gupta	Member	Non-executive Independent Director
Mr. Shobhit Uppal	Member	Executive-Dy. Managing Director

The constitution of the Committee is in compliance with the provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended time to time. The Detailed description & Terms of reference of the Audit Committee and details of meetings held during the year and attendance of Directors has been given in Corporate Governance Report. The terms of reference and role of the Committee are as per the guidelines set out in the Listing Regulations and Section 177 of the Act and rules made thereunder and includes such other functions as may be assigned to it by the Board from time to time.

The Committee has adequate powers to play an effective role as required under the provisions of the Act and Listing Regulations. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee''s (NRC) composition meets with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulation, 2015. The Nomination and Remuneration

Committee''s consists of the following members as on date of report:

Name of the Directors	Designation	Nature of Directorship
Dr. Sushil Chandra	Chairman	Non-executive Independent Director
Mr. Arun Kumar	Member	Non-executive
Gupta		Independent Director
Mr. Rajendra	Member	Non-executive
Prashad Gupta		Independent Director

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a Director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

REMUNERATION POLICY

The remuneration policy of the Company includes the process for Directors appointment and remuneration, including the criteria for determining qualifications of executive & Non-executive Directors.

The Remuneration policy is available on https:// www.acilnet.com. The Detailed description & terms of reference of the Nomination & Remuneration Committee and details of meetings held during the year and attendance of Directors has been given in Corporate Governance Report

STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee''s (SRC) composition meets with requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015. The Stakeholders Relationship Committee consists of the following members as on date of this Report:

Name of the Directors	Designation	Nature of Directorship
Mr. Rajendra	Chairman	Non-executive
Prashad Gupta		Independent Director
Dr. Sushil Chandra	Member	Non-executive Independent Director
Mr. Shobhit Uppal	Member	Executive - Dy. Managing Director

The Detailed description & Terms of reference of the Stakeholders'' Relationship Committee and details of meetings held during the year and attendance of Directors has been given in Corporate Governance Report

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the areas of environment sustainability, preventive health care, eradication of hunger, education, women empowerment. These projects are in accordance with Schedule VII of the Act and the Company''s CSR policy.

- Eradicating hunger, poverty and malnutrition;

- Promotion of healthcare including preventive healthcare;

- Promotion of education and employment-enhancing vocational skills;

- Ensuring environmental sustainability and animal welfare including measures for reducing inequalities faced by socially & economically backward groups;

During the year, the company is required to spend an amount of '' 284.82 Lakhs as CSR Contributions and the Company has spent '' 399.54 Lakhs during the year in various fields including in education, health, skill development and Covid-19 pandemic across the country. The excess contribution of '' 114.72 Lakhs shall be carried forward to immediately three succeeding financial years in compliance of CSR Rules.

The Constitution of the Corporate Social Responsibility (CSR) Committee is as detailed below:

Name of the Directors	Designation	Nature of Directorship
Dr. Sushil Chandra	Chairman	Non-executive Independent Director
Mr. Arun Kumar	Member	Non-executive
Gupta		Independent Director
Mr. Shobhit Uppal	Member	Executive - Dy. Managing Director

CORPORATE SOCIAL RESPONSIBILITY - ACTIVITIES (CSR)

The CSR Policy is hosted on the website of the Company. The Company has a CSR Committee to monitor adherence to Corporate Social Responsibility Policy and to track

transactions related to Ongoing / Non-ongoing projects etc. Certification by Chief Financial Officer on disbursement and utilization of Corporate Social Responsibility funds is attached as Annexure A to this Report. Further, a detailed report on the CSR activities inter- alia disclosing the composition of CSR Committee and CSR activities are attached as Annexure A-1 to this Report.

The disclosure pertaining to the constitution of committee and number of meetings held during the year forms part of the Corporate Governance Report which is a part of Annual Report. The Policy has been uploaded on the Company''s website at www.acilnet.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion & Analysis report has been incorporated in the Annual Report for the information of the shareholders.

RISK MANAGEMENT

Ahluwalia Contracts (India) Ltd (ACIL) acknowledges that every business has some inherent risks and thus, the Company adopts timely measures to understand the internal and external environment so that these risks can be identified and adequate measures can be taken to mitigate them. The Company has in place Enterprise Risk Management System (ERMS), which decides the possible mitigation plans for all risks and embeds them in the strategic plans of the Company.

Pursuant to Regulation 21 of Listing Regulations, the Board of Directors of the Company has constituted a Risk Management Committee on April 26, 2021, to frame, implement and monitor the risk management plan for the Company. The Committee comprises of two Executive Directors and one Non-Executive Independent Director.

The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value. The Board of Directors of the Company has formed a Risk Management Committee to implement and monitor the risk management Policy of the Company. The development and implementation of the risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. The detailed description & Terms of reference of the Risk Management Committee and details of meetings held during the year and attendance of Directors has been given in Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINBILITY REPORT

As stipulated under Regulation 34 of the SEBI (LODR) Regulation 2015, Business Responsibility and Sustainability Report is attached hereto and forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENT

Ensuring safe working environment: Health, Safety and Environment (HSE) are key enablers for our suppliers/ contractors to be able to deliver and meet the contractual commitments without putting its employees at risk. Towards this objective, for each of the large contracts that have significant people impact, a dedicated HSE policy, guideline and governance mechanism is defined, agreed and put in place. Each operating asset or a project has a structured governance review on defined HSE metrics and any violation is reviewed and appropriate action is taken through effective contractual terms and conditions and in compliance with all applicable requirements.

FOCUS ON COMPLIANCE

We have strong compliance systems in place to ensure that we adhere to the relevant statutory regulations. We keep a constant check against discrimination, child labour or forced labour.

ENVIRONMENT, HEALTH AND SAFETY

Environment, Health and Safety (EHS) has always been an integral part of the larger ambit of ACILs ESG initiatives. ACILs Environment, Health & Safety (EHS) strategies are directed towards achieving the greenest and safest operations across all Sites by optimising the usage of natural resources and providing a safe and healthy workplace.

The construction industry is heavily dependent on the environmental conditions. It is hard to predict a natural disaster and one must always be prepared for any such disaster. There is a constant fear of disasters like earthquakes, floods, hurricanes, tornadoes and fires among others as these can adversely affect the performance on existing sites and lead to a negative scenario.

SAFETY

The Company takes adequate measures to assess environmental risks and manage them by studying various reports and adopt various safety measures to minimise accidents. Also, the Company has emergency response plans in place to deal with a situation that affects the environment. It advocates proactively improving its management systems,

to minimise health and safety hazards, thereby ensuring compliance in all operational activities.

Ahluwalia Contracts (India) Ltd - ACIL is committed to prevent ill Health & Injury to its Employees, Contractors and Visitors and Environmental Pollution associated with all its activities and services through:

â¢ Establishing, implementing and maintaining Environmental and Occupational Health & Safety Management Systems in compliance with International Standards.

â¢ Continually improving the Health, Safety & Environmental performance by setting and reviewing relevant objectives and targets.

â¢ Complying with applicable EHS legal and other requirements.

â¢ Dissemination of this EHS Policy through effective communication and training to personnel working for and on behalf of ACIL and be made available to other interested parties, as required.

PARTICULARS OF EMPLOYEES

Details in respect of the remuneration paid to the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time forms part of this report. The Annual Report and accounts are being sent to the share-holders excluding the aforesaid exhibits. Shareholders interested in obtaining this information may access the same from the Company''s website.

The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure-B and forms part of this Report.

PROTECTION OF WOMEN AT WORK PLACE

The Company has formulated a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. During the financial year ended 31st March, 2023, the Company has not received any complaints pertaining to Sexual

Harassment.

INTERNAL CONTROL SYSTEM

Ahluwalia Contracts (India) Ltd (ACIL) internal control systems ensure efficient use of resources and compliance with established policies, procedures and statutory requirements. The Company has in place well-documented guidelines, procedures for authorisation and approvals, including regular audits. The Company has a well-established internal audit framework that covers all aspects of financial and operational controls, across units, functions and departments. It also has an efficient financial reporting system in place. The Audit Committee of the Company evaluates the internal financial control system of the Company periodically.

All Internal Audit findings and control systems are regularly reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on the same,

WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company http://www.acilnet.com/wp-content/ uploads/2015/01/WBP30122014.pdf . During the year under review, the Company has not received any complaint(s) under the said policy.

GREEN INITIATIVES

In line with the Green Initiatives, electronic copy of the Notice of 44th Annual General Meeting of the Company is sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For Members who have not registered their e-mail addresses, are requested to register their e-mail IDs with Company''s Registrar and Share Transfer Agents, Link Intime India Pvt. Ltd at Noble Heights, 1st Floor Plot NH-2 C-1, Block LSC, Near Savitri Market, Janakpuri, New Delhi - 110058

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The Familiarisation program seeks to update the Independent Directors on various matters covering

Company''s strategy business model, operations, organization structure, finance, risk management etc. It also updates the Independent Director with their roles, rights, responsibilities, duties under the Act, and other statues. The Policy is available at http://www.acilnet.com/wp-content/ uploads/2023/04/Familly_Programmes_2022-23.pdf

CORPORATE GOVERNANCE

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the members of the Company. The Company has taken a certificate from a Practising Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same also forms part of this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In compliance with the aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and corresponding shares to IEPF. The details of the unclaimed / un paid dividend during the last seven years and also the details of the unclaimed shares transferred to IEPF are given in the Report on Corporate Governance forming part of the Annual Report.

REPORTING OF FRAUDS

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

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company''s Code of Conduct for Prevention of Insider Trading covers all the Directors, Senior Management Personnel, persons forming part of promoter(s)/promoter

group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the revised Code of Conduct to regulate, fair disclosure, Monitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading) Amendment Regulation, 2018 and the same can be accessed on the website: http:// www.acilnet.com/wp-content/uploads /2020 /07/ Insider_Trading_Policy%202019-20.pdf

DEPOSITS

During the year under review, your company has neither invited nor accepted any public deposits from the public.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. The Company has complied the requirement within prescribed timeline.

CREDIT RATING

The Company''s financial discipline and prudence is reflected in the strong credit ratings prescribed by rating agencies as given below:

Facilities	Rating
Long Term Bank	CARE RATINGS LIMITED
Facilities	CARE AA-;Stable (Double A Minus; Outlook; Stable)
Long term/	CARE RATINGS LIMITED
short term	CARE AA-;Stable/ CARE A1
Bank Facilities	(Double A Minus; Outlook; Stable/A One Plus)

RELATED PARTY TRANSACTIONS

The prescribed Form AOC-2 as per Annexure-C forms an integral part of this report. The Related party transactions policy approved by the Board of Directors of the Company, as amended on May 30, 2019 in line with the requirements of the SEBI (LODR) Amendment regulations, 2018 has been uploaded on the website of the Company at www.acilnet.com

CODES OF CONDUCT FOR DIRECTORS AND SR. MANAGEMENT PERSONNEL

The Company has adopted a Code of Conduct for its Executive Directors including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act. The Company has also adopted the ACIL Code of Conduct for its Sr. Management personnel (GM and above) employees including the Managing and Executive Directors.

The above codes can be accessed on the Company''s website at www.acilnet.com

In terms of the Listing Regulations, all Directors and senior management personnel have affirmed compliance with their respective codes. The CEO & Managing Director, Whole Time Directors / Independent Director have also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance.

SUBSIDIARIES COMPANIES

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 as per Annexure-"D" to the Boards report of the Company. A separate statement containing the salient features of the Financial statements of the subsidiaries and joint ventures of the Company is prepared in Form AOC-1 which forms part of the Consolidated financial statements. The Company has five wholly-owned subsidiaries details as under which was incorporated during the financial year. The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company ''website http:// www.acilnet.com/wp-content/uploads/2019/05 /

Subsidiary%20Companies %20Details.pdf as on 31st March 2023, the Company had Five (5) subsidiaries i.e. 100% wholly-owned subsidiaries the details are as under:

Premsagar Merchants Pvt. Ltd

Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN: U51109WB2007PTC119814

Dipesh Mining Pvt. Ltd

Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN: U13100WB2007PTC115150

Splendor Distributors Pvt. Ltd

Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN: U51909WB2007PTC119832

Jiwanjyoti Traders Pvt. Ltd

Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN: U51109WB2007PTC119680

Paramount Dealcomm Pvt. Ltd

Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN: U51109WB2007PTC119813

JOINT VENTURES: ACIL - RCPL(JV) AT JANAKPUR-4, DHANUSHA, NEPAL

During the year under review, the Company had entered into Joint Venture Agreement with M/s Roshan Construction Pvt. Ltd for construction of National Police Academy in Nepal and ACIL shall provide necessary technical support/ value engineering support and RCPL shall solely responsible for construction, completion and execution of the project. including entire funding and working capital to the JV.

PARTICULARS OF LOAN, INVESTMENTS AND GUARANTEES

The details of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

EXTRACT OF ANNUAL RETURN

The draft Annual Return of the Company as at 31.03.2023 is available on Company''s web link : https://www.acilnet.com

STATUTORY AUDITORS

At the 41st Annual General Meeting (AGM) held on 30-092020, the Members had approved the re-appointment of M/s. Amod Agrawal & Associates, Chartered Accountants (ICAI Firm Registration No.005780N) as the Statutory Auditors for another term for a period of 5 years to hold office till the conclusion of the 46th AGM to be held in the year 2025.

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors was present at the last Annual General Meeting (AGM) of the Company.

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.

SECRETARIAL AUDIT

Mr. Santosh Kumar Pradhan, Company Secretaries, has been appointed by the Board of Directors of the Company to carry out the Secretarial Audit under the provision of Section 204 of the Act for the financial year ended March 31, 2023. The Secretarial Audit report for financial year ended on March 31, 2023 is enclosed as per Annexure "E".

COST AUDIT

In compliance with the provisions of section 148 of the Act, the Board of Directors of the Company at its meeting held on 27-05-2023 appointed M/s N.M. & Co. Cost Accountants, (FRN000545) as cost Auditors of the Company for the financial year 2023-24.

In terms of the provisions of section 148 of the Act read with the Companies (Audit& Auditors) Rules, 2014, the remuneration of the cost Auditors has to be ratified by the Members. Accordingly, necessary resolution is proposed at the 44th Annual General Meeting for ratification of remuneration payable to the cost Auditors for the financial year 2023-24.

The Company is maintaining the accounts and cost records as specified by the Central Government under subsection (1) of section 148 of the Act and rules made thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2 prescribed by the Institute of Company Secretaries of India (ICSI).

CONSERVATION OF ENERGY,

The Company is core activities are civil construction which is not power intensive. The Company is making every effort to conserve the usages of Power.

RESEARCH & DEVELOPMENT & TECHNOLOGY ADOPTION

While technology is a boon for all the industries, numerous surveys and studies have proven that the construction industry has been slow in adopting technological changes. There are various technologies like fleet management telematics, GPS tracking, geo fencing, monitoring worker hours which can provide immense benefits and also safeguard the interest of all employees. The construction industry has reached a point where adopting technological advancements is the only way forward. However, industry players are still taking their time and are not speedy enough to adopt changes. Risk Mitigation: The Company is active in adopting any new trend that comes in the market and automate as many processes as possible and also trains employees to implement automatic processes. In the coming years, the Company will prudently accept all changes in the technological field to conquer the challenges faced by the industry.

The Company has not incurred significant amount in R&D and Technology Absorption.

FOREIGN EXCHANGE - EARNINGS AND OUTGO (Cash Basis)

('' In Lakhs)
Particulars - Standalone	FY23	FY22
Foreign Exchange Earnings	-	NIL
Foreign Exchange Outflow mainly on account of Raw Material	125.01	151.51
Capital Goods	-	-
Advance Payment for Raw Material	-	-
Advance Payment for Capital Goods	-	NIL
Travelling Expenses	18.98	0.26
Consultancy Charges / Technical Fee	-	NIL

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 this 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other employees:

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of 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.

The Company has devised a Nomination and Remuneration Policy ("NRC Policy") which inter alia sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the appointment as Director, Key Managerial Personnel (KMP) and Senior Management Personnel. The NRC Policy further sets out guiding principles for the Nomination and Remuneration Committee for determining and recommending to the Board the remuneration of Managerial Personnel, KMP and Senior Management Personnel. There has been no change in NRC Policy during the year.

The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior

Management is available on the Company website at WWW.ACILENT.COM

STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Calcutta Stock Exchange Association (CSE). The listing fee for the financial year 2023-24 has been paid to BSE, CSE and NSE.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year no un-claimed / un-paid dividend is pending for transfer in IEPF Account, therefore Company did not transfer any dividend amount to IEPF Authority.

The Company also has its Dividend distribution policy which has been approved by the Board of Directors. The said policy is uploaded on the website of the Company at below link:www.acilnet.com

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Company''s Bankers, Central and State Government Authorities, Associates, JV partners, clients, consultants, subcontractors, suppliers and Members of the Company and look forward for the same in equal measure in the coming years.

On behalf of the Board of Directors Ahluwalia Contracts (India) Ltd

Sd/-

(Bikramjit Ahluwalia)

Chairman & Managing Director DIN: 00304947

Date : 14-08-2023 Place : New Delhi

Mar 31, 2018

Dear Members,

The Directors are pleased in presenting the 39th Annual Report along with the Audited Financial Statements for the financial year ended 31st March, 2018.

REVIEW OF OPERATIONS

Your Companyâs performance during the year as compared with that during the financial year ended 31st March, 2018 is summarized below:

(Rs. In Lakhs)

PARTICULARS	Year Ended	Year Ended
	31.3.2018	31.3.2017
Revenue from Operations	164658.50	142657.61
Other Income	630.88	836.44
Total Income:	165289.38	143494.05
Total Expenditure other than Finance Cost and Depreciation and Amortisation	142732.62	125288.62
Profit Before Finance Cost and Depreciation and Amortisation and Tax	22556.76	18205.43
Depreciation and Amortisation Expenses	2562.77	2390.39
Profit Before Finance Cost and Tax	19993.99	15815.04
Finance Cost (Net)	2507.85	2708.22
Profit Before Tax	17486.14	13106.82
Provision for Current Tax	6703.86	3660.65
Provision for Deferred Tax	-762.39	814.84
Net Profit	11544.67	8631.33
Re-measurement of Defined Benefits Plans	116.08	-97.10
Total Comprehensive Income	11660.76	8534.24
Profit after Tax available for appropriation
Appropriation
Dividend on Equity Shares	200.96	0
Tax on Distributed Profit	41.31	0
Total Appropriation

Previous yearâs figures have been regrouped/ rearranged wherever considered necessary.

DIVIDEND

The Board of Directors has recommended dividend @15% per equity shares (i.e. 0.30P) for the financial year ended 2017-18 subject to approval by the shareholders of the Company.

ADOPTION OF INDIAN ACCOUNTING STANDARDS (âIND ASâ)

The Company has adopted Indian Accounting Standards (âInd ASâ) and accordingly these financial statements have been prepared in accordance with the same as required under section 133 of the Companies Act, 2013 read with rules made there under. The date of transition to Ind AS is 01st April, 2016. These financial statements for the year ended 31st March, 2018 are the Companyâs first Ind AS financial statements. The impact of transition has been accounted for in the opening reserves and the comparative period figures have been reinstated accordingly.

OPERATIONS

During the year ended 31st March, 2018, your Company has achieved a Total turnover of Rs.1652.89 Crores as compared to Rs.1434.95 Crores in the previous year, thereby increasing by 15.18% as compared with previous year. The Company has earned a net Profit of Rs.115.41 Crores as against the profit of Rs.86.00 Crores in last year. The earning per share (EPS) for the financial year 2017-18 stood at Rs.17.23 against Rs.12.87 during previous year. On consolidated basis, the total income of your company and its subsidiaries stands at Rs.1,652.89 Crores.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial personnel) Rules 2014, the following are designated as Key Managerial Personnel of your Company by the Board:

- Mr. Bikramjit Ahluwalia, Managing Director- Executive

- Mr. Shobhit Uppal, Dy. Managing Director- Executive

- Mr. Vikas Ahluwalia, Whole Time Director- Executive

- Mr. Vinay Pal, Whole Time Director- Executive

- Mr. Satbeer Singh, Chief Financial Officer - KMPs

- Mr. Vipin Kumar Tiwari, Company Secretary - KMPS

Mr. Shobhit Uppal, Whole Time Director is liable to retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Your Directors recommend his re-appointment as Director in the forthcoming Annual General Meeting of the Company. Mr. Vikas Ahluwalia was appointed as a Whole Time Director of the Company for a period of 3 years w.e.f. 1st April, 2018. Further, Mr. Bikramjit Ahluwalia was re-appointed as the managing director of the Company w.e.f. 1st April, 2018 for a period of 3 years and Mr. Shobhit Uppal was re-appointed as Whole Time Director of the Company for another period of 3 years w.e.f. 1st April, 2018 and Mr Vinay Pal re-appointed as Whole time Director of the Company or another period of 3 years w.e.f. 14th August, 2018

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors are non-rotational. The details of the familiarization programmes for Independent Directors are disclosed on the Companyâs website http://www.acilnet.com

DECLARATION OF INDEPENDENCE

DISCLOSURE OF COMMISSION PAID TO MANAGING OR WHOLE TIME DIRECTORS

There is no commission paid or payable by your company to the Managing Director or the Whole Time Director.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board met five times on 30.05.2017, 22.08.2017, 16.11.2017, 14.02.2018 & 28.03.2018. The details of attendance of Directors in these meetings are given separately under Corporate Governance Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

COMPOSITION OF THE COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY IS AS BELOW: AUDIT COMMITTEE:

1. Mr. Arun K. Gupta- Chairman (Non-executive Independent Director)

2. Mr. Shobhit Uppal - Member (Executive Director)

3. Mr. Vinay Pal - Member (Executive Director)

4. Mr. S K Chawla - Member (Non-executive Independent Director)

5. Dr. Sushil Chandra - Member (Non-executive Independent Director)

6. Dr. Mohinder Kaur Sahlot - Member (Non-executive Independent Director)

During the year under review, all the recommendations of the Audit Committee were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

1. Mr. S K Chawla- Chairman (Non-executive Independent Director)

2. Mr. Shobhit Uppal- Member (Executive Director)

3. Dr. Sushil Chandra - Member (Non-executive Independent Director)

NOMINATION AND REMUNERATION COMMITTEE:

1. Mr. S K Chawla - Chairman (Non-executive Independent Director)

2. Mr. Arun K Gupta - Member (Non-executive Independent Director)

3. Dr. Sushil Chandra- Member (Non-executive Independent Director )

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

1. Dr. Sushil Chandra - Chairman (Non-executive Independent Director)

2. Mr. Shobhit Uppal - Member (Executive Director)

3. Mr. Arun K Gupta - Member (Non-executive Independent Director)

The terms of reference & details of meetings of these Committees and their attendance are given separately under Corporate Governance Report.

BOARD EVALUATION MECHANISM

Pursuant to provisions of the Companies Act, 2013 and the listing obligations, the Board has carried out Annual Performance evaluation of its own performance, those of Directors individually and of various committee. The performance of individual Directors was evaluated on parameters, such as, number of meeting attended, contribution in the growth and formulating the strategy in the interest of the Company and minority shareholders, time devoted apart from attending the meeting of the company, active participation in long term strategic planning, ability to contribute by introducing best practices to address business challenge and risk etc.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board has, on the Recommendation of the Nomination and remuneration committee, formed a policy for selection and appointment of Director, Key Managerial personnel, Senior Management and their remuneration, The remuneration policy along with the criteria for determining the qualification, positive attribute, independence of a Director is available on the website of the Company viz www.acilnet.com

SHARE CAPITAL

The Company has only one kind of Shares i.e. Equity shares with same voting rights.

During the year under review, the issued, subscribed and paid-up capital stood at Rs.13.39 Crores as at 31st March, 2018.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

SUBSIDIARY COMPANIES

The Company has five subsidiaries as on 31st March, 2018. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (âActâ). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Companyâs subsidiaries in Form AOC-1 is annexed as Annexure I to the Boards report of the Company.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company i.e. www.acilnet.com. These documents will also be available for inspection during business hours at our registered office.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any public deposits from the public.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the scenario of Engineering, Procurement and Construction Industry, the business model, the socio-economic environment in which the Company operates, the operational and financial performance of the Company. The familiarization programme also seeks to update the Independent Directors with their roles, rights, responsibilities, duties under the Act and other statutes. The policy on Companyâs familiarization programme for Independent Directors is also posted on the Companyâs website at www.acilnet.com

CREDIT RATING

The Companyâs financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

Facilities	Rating
Long Term Facilities	âCARE A Stable (Single A; Outlook; Stable)

Long /Short Term Facilities	âCARE A; Stable /CARE A1
	(Single A; Outlook; Stable; A one)

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 (âthe Actâ) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

HUMAN RESOURCE MANAGEMENT

Skilled Human Resource is the very backbone of any Company & in following this Ahluwalia Contracts (India) Ltd. is no exemption. HR is directly responsible for hiring talent pool as & when required.

It is to be taken into account that the Company has an internal assessment and training programme for developing the skills of the existing workforce/Staff through many internal/external training programs. Ahluwalia Contracts (India) Ltd is a leading player in the Building Construction (Civil Engineering) Sector. Our Company (ACIL) deals in engineering service & delivery business, and thus the role of human resources is pivotal in providing excellent quality service to the various industries.

The Company has successfully initiated a management trainee program under which ten management graduates from top business schools have been inducted into the Company. This program aims to build a talent pipeline for future and act as a source for industry and a business ready general management talent. We are continually focusing on Institutional, Commercial, residential, Hospitals, University while building a talent pipeline as well as have invested in various HR tools like succession planning processes, internal job rotations and job enlargements for an efficient & productive work environment.

We believe in proactively planning for the future growth and accordingly we have undertaken a major organization restructuring. A new organization vertical for Businesses Growth has been created and the Company operations have been streamlined subsequently under Chief Executive Officer.

The Company continuously strive to invest in prestigious Projects like Commercial Buildingâs and at the same time projecting capable Staffâs for leadership development. To further develop the skills of the employees, trainings were provided in various other areas like technical, behavioral and leadership. Sales force and client service areas are also been addressed on priority level & trainings have been designed and delivered through mobile learning, computer simulations and classroom programs for easy & smooth working coordination.

In terms of Industrial relations, the preceding year continued to be cordial and the Company is entirely committed to maintain decent industrial relations by maintaining regular effective communication, meetings and negotiation for the near-term times.

Last but not the least it can be concluded with reference quote of our Companyâs Vision âTo be the company of choice for construction of complex buildings by continuously setting higher standards of excellence in different facets of EPC in building construction industryâ

PARTICULARS OF EMPLOYEES RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure-II to this report.

RELATED PARTY TRANSACTIONS & PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The related party transactions that were entered into during the financial year were as on armâs length basis and in the normal course of business. There are no mandatory significant related party transaction entered by the Company with Promoter, Directors, Key Managerial personnel or any other designated persons which may have potential effect with the interest of the company at large.

The related party transactions are placed before the Audit Committee as also the Board Approval where required prior omnibus approval of the Audit Committee was also obtained for transactions that are respective nature. The Transactions entered in to, present to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on the quarterly basis.

The Company has formed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions and the same is updated on the Companyâs website http://www.acilnet.com. The details of related party transaction as per AOC-2 is attached as Annexure-III.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

The details of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9, is provided in Annexure-IV.

AUDITORS AND AUDITORSâ REPORT: STATUTORY AUDITORS:

M/s. Amod Agrawal & Associates, Chartered Accountants [Firm Registration No.: (005780N)],were appointed as Statutory Auditor of the Company for the period of three (3) years commencing from conclusion of 38th Annual General Meeting held on 28th September, 2017 till the conclusion of 41st Annual General Meeting to be held in the year 2020.

Further consequent to amendment in Section 139 of Companies Act, 2013 vide notification no. s.o. 1833(E) dated 7th May, 2018, ratification of appointment of Statutory Auditor in every Annual General Meeting is no longer required.

Further the Auditors Report for the Financial Year ended 31.03.2018 being self-explanatory does not call for any further comments from the Board of Directors.

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.

SECRETARIAL AUDIT

Mr. Santosh Kumar Pradhan, Practicing Company Secretary (C.P. No. 7647) had been appointed by the Board upon the recommendation of the Audit Committee to undertake the secretarial audit of the Company for the financial year ended on 31st March, 2018. The secretarial audit report is annexed herewith as an Annexure V which forms an integral part of this report. The said report does not contain any qualification, reservation or adverse remarks or disclaimer.

COST RECORDS AND COST AUDIT REPORT:

On the recommendation of Audit Committee, the Board of Directors in its meeting held on 30th May, 2018 has appointed M/s Jitender Navneet & Company, Cost Accountants (FRN: 000119) as the Cost Auditor of the Company for the financial year 2017-18 on the aggregate remuneration of Rs.2.00 Lakhs p.a. (Rupees Two Lakhs only) plus taxes, as applicable and out of pocket expenses, in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under. Further, M/s Jitender Navneet & Company, Cost Accountants (FRN: 000119 were also appointed as the Cost Auditors of the Company for the Financial Year 2018-19 to conduct the cost audit for the Financial Year ended 31st March, 2019.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 20136 and rule 5(1)of the Companies (Cost Records and Audit) Rules,2014, are properly maintained by the company.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate system of Internal Financial Controls to help Management review the effectiveness of the Financial and Operating Controls and assurance about adherence to Companyâs laid down Systems and Procedures. As per the provisions of the Companies Act, 2013, internal controls and documentation are in place for all the activities. Both Internal Auditors and Statutory Auditors have verified, Internal Financial Controls (IFC) at entity level and operations level and satisfied about control effectiveness.

During the financial year 2017-18, such controls were tested and the design operation was observed.

The controls are reviewed at regular intervals to ensure that transactions are properly authorized and correctly reported and assets are safeguarded. The Audit Committee periodically reviews the findings and recommendations of the Auditors and takes necessary corrective actions as deemed necessary.

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the listing agreement, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company at http://www.acilnet.com

CORPORATE GOVERNANCE

Pursuant to the provisions of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Practicing Company Secretary of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Report

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Companyâs Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, fair disclosure, Monitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on the website: http://www.acilnet.com/about/code-of-conduct.

CORPORATE SOCIAL RESPONSIBILITY

Report on Corporate Social Responsibility as per rule 8 of Companies (Corporate Social Responsibility Policy) Rules 2014. The Company is committed to improve quality of lives of people in the Community. The Company has framed its CSR Policy in compliance with the provisions of the Companies Act, 2013.

A brief outline of the Companyâs CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

Eleven major areas:

1. Education - Women literacy, child education, job related skills

2. Gender equality

3. Environment & sustainability

4. Sanitation and hygiene

5. Safe drinking water

6. Poverty

7. Malnutrition

8. Encouraging preventive health care

9. Protection and preservation of national heritage

10. Benefit of armed forces veterans & contributing to DMS Relief fund

11. Health aids and accessories

The details of Corporate Social responsibility are as under: Composition of CSR Committee:

Name of Members	Category
Dr. Sushil Chandra,	Independent Director-Non-Executive
Chairman
Mr. Shobhit Uppal	Whole Time Director- Executive
Mr. Arun K Gupta	Independent Director-Non- Executive

The details of Corporate Social Responsibility provisions are attached as Annexure-VI.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. The Company has received Notices from the Ministry of Corporate Affairs for inspection of books of Accounts of the Company and Company has filed reply alongwith necessary documents.

MATERIAL CHANGES & COMMITMENTS SUBSEQUENT TO THE BALANCE SHEET DATE

In terms of Section 134(3)(l) of the Companies Act, 2013, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and date of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Ahluwalia Contracts (India) Ltd premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is Internal Complaint Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at corporate office as well as at site locations.

During the year ended 31st March, 2018, the ICC has not received any complaints pertaining to sexual harassment.

Disclosure under Secretarial Standard-1 (SS-1):

Adherence by a Company to the Secretarial Standards is mandatory as per Sub-section (10) of Section 118 of Companies Act, 2013.

As per the disclosure requirement of para (9) of Secretarial Standard-1 (SS-1) the Company is in compliance of applicable Secretarial Standards.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a. i n the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have 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 your Company as at 31st March, 2018 and of the profit and loss of the Company for the financial year ended 31st March, 2018;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a âgoing concernâ basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited (BSE), National Stock Exchange of India Limited and Calcutta Stock Exchange Association (CSE). The listing fee for the financial year 2018-19 has been paid to BSE, CSE and National Stock Exchange of India Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Energy Management Program

The information in accordance with the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is below:

1 Replace incandescent lights with compact fluorescent lights (CFLs) or light-emitting diodes (LEDs) for desk lamps and overhead lighting. Using CFLs instead of comparable incandescent bulbs can save about 50% on your lighting costs. CFLs use only one-fourth the energy and last up to 10 times longer.

2 Switch off all unnecessary lights. Use dimmers, motion sensors, or occupancy sensors to automatically turn off lighting when not in use to reduce energy use and costs.

3 Use natural lighting or day lighting. When feasible, turn off lights near windows

4 Use task lighting; instead of brightly lighting an entire room, focus the light where you need it, to directly illuminate work areas.

5 Use ENERGY STAR products.

6 Close or adjust window blinds to block direct sunlight to reduce cooling needs during warm months. Overhangs or exterior window covers are most effective to block sunlight on south-facing windows.

7 In the winter months, open blinds on south-facing windows during the day to allow sunlight to naturally heat your workspace. At night, close the blinds to reduce heat loss.

8 Unplug equipment that drains energy when not in use (i.e. cell phone chargers, fans, coffeemakers, desktop printers, radios, etc.).

9 Replace desktop computers with thin clients or notebook computers and docking stations.

10 Replace cathode ray tube (CRT) monitors with LED or liquid crystal display (LCD) monitors.

11 Turn off photocopier at night or purchase a new copier with low standby feature. Purchase printers and fax machines with power management feature and use it.

12 Coordinate with vending machine vendor to turn off advertising lights.

13 Install low-flow toilets, urinals, faucets and shower heads.

14 Verify the energy management system switches into setback mode during unoccupied hours. Also, time clocks and computer controls may need adjustments after power outages or seasonal time changes.

15 Install meters to track energy use.

(i) The efforts made towards technology absorption:

From the technology infrastructure perspective, all the desktops and laptops that the Company uses are âEnergy Starâ certified. On top of that, we have configured policies which put the PC and monitors in a sleep mode after a pre-determined period of no-usage to conserve energy.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

By adapting to these measures, the company has been able to reduce its energy consumption thereby reducing the cost of electricity etc. However, the exact cost reduction is not quantifiable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

We donât specifically import any technology for energy consumption.

(iv) The expenditure incurred on Research and Development:

Company has setup IT Software Department. These are service maintaining our large accounts and receiving a good feedback. Since it is an integral part of our continuous effort for improving our IT Technology, no research and development expenditure is separately allocated

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The company has, during the year under review, transferred a sum of Rs.65,380/- to Investor Education and protection fund, in compliance with provisions of the Companies Act, 2013. The said amount represents dividend for the year 2009-10 which remained unclaimed by the shareholders of the company for period exceeding 7 years from its due date of payment.

GENERAL

Your Board of Directors further confirms that (a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and, (b) there is no scheme in your Company to finance any employee to purchase shares of your Company.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to Banks, Central Government, State Government, PSUâs for various cooperation extended to the Company. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates, clients and the continuous patronage of the shareholders of the Company.

On behalf of the Board of Directors

Regd. Office: (BIKRAMJIT AHLUWALIA)

Plot No. A-177, Chairman & Managing Director

Okhla Industrial Area, Phase-I, DIN No. 00304947

New Delhi-110020

Dated: 14th August, 2018

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the 38th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2017.

FINANCIAL RESULTS

The Financial performance of your Company for the financial year ended 31st March, 2017 is summarized below:

(Rs, In Lacs)

FINANCIAL	Year Ended 31.03.2017	Year Ended 31.03.2016
Gross Income	143496.19	126316.11
Profit before Interest and Depreciation	17389.98	16642.36
Less: Interest	1916.97	2720.96
Less: Depreciation	2413.42	2005.86
Profit/(Loss) before Tax	13059.29	11915.54
Less: Provision for Taxation	4459.03	3474.40
Profit/(Loss) after Tax	8600.26	8441.14
Balance of profit/Loss brought forward for appropriation	32538.34	24097.20
Less: Transfer to General Reserves	0.00	0.00
Balance Carried Forward to Balance Sheet	41138.59	32538.34

Previous year''s figures have been regrouped/ rearranged wherever considered necessary.

OPERATIONS

During the year ended 31st March 2017, your Company has achieved a Total turnover of Rs, 1434.96 Crores as compared to Rs, 1263.16 Crores in the previous year, thereby increasing by 13.60% as compared with previous year. The Company has earned a net Profit of Rs, 86.00 Crores as against the profit of Rs, 84.41 Crores in last year. The earning per share (EPS) for the financial year 2016-17 stood at Rs, 12.84 against Rs, 12.60 during previous year. On consolidated basis, the total income of your company and its subsidiaries stands at Rs, 1,426.52 Crores.

dividend

Board of Directors has not recommended any dividend for the year ended 2016-17.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 2(51), 203 of the companies Act, 2013 read with companies (Appointment

& Remuneration of Managerial personnel) Rules 2014, the following are designated as Key Managerial Personnel of your Company by the Board:

- Mr. Bikramjit Ahluwalia, Managing Director

- Mr. Shobhit Uppal, Dy.Managing Director

- Mr. Vinay Pal, Whole-Time Director

- Mr. Satbeer Singh, Chief Financial Officer

- Mr. Vipin Kumar Tiwari, Company Secretary

Mr. Bikramjit Ahluwalia, Managing Director is liable to retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Your Directors recommend his re-appointment as Director in the fourth coming Annual General Meeting of the Company.

The Board has laid down separate Codes of Conduct for Directors and Senior Management personnel of the Company and the same are posted on the Companyâs website at http://www.acilnet.com. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

DISCLOSURE OF COMMISSION PAID TO MANAGING OR WHOLE TIME DIRECTORS

There is no commission paid or payable by your company to the Managing Director or the whole time director.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board met seven times on 24.05.2016, 04.07.2016, 12.08.2016, 01.10.2016, 11.11.2016, 09.01.2017, & 13.02.2017. The details of attendance of Directors in these meetings are given separately under Corporate Governance Report.

COMMITTEES OF THE BOARD

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

COMPOSITION OF THE COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY IS AS BELOW: AUDIT COMMITTEE:

1. Mr. Arun K. Gupta- Chairman (Non-executive Independent Director)

2. Mr. Shobhit Uppal - Member (Executive Director)

3. Mr. Vinay Pal - Member (executive Director)

4. Mr. S K Chawla - Member (Non-executive Independent Director)

5. Dr. Sushil Chandra - Member (Non-executive Independent Director)

6. Dr. Mohinder Kaur Sahlot - Member (Non-executive Independent Director)

During the year under review, all the recommendations of the Audit Committee were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

1. Mr. S K Chawla - Chairman (Non-executive Independent Director)

2. Mr. Shobhit Uppal - Member (Executive Director)

3. Dr. Sushil Chandra - Member (Non-executive Independent Director)

NOMINATION AND REMUNERATION COMMITTEE:

1. Mr. S K Chawla - Chairman (Non-executive Independent Director)

2. Mr. Arun K Gupta - Member (Non-executive Independent Director)

3. Dr. Sushil Chandra - Member (Non-executive Independent Director)

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

1. Dr. Sushil Chandra - Chairman (Non-executive Independent Director)

2. Mr. Shobhit Uppal - Member (Executive Director)

3. Mr. Arun K Gupta - Member (Non-executive Independent Director)

The terms of reference & details of meetings of these Committees and their attendance are given separately under Corporate Governance Report.

BOARD EVALUATION MECHANISM

Pursuant to provisions of the Companies Act, 2013 and the listing obligations, the Board has carried out Annual Performance evaluation of its own performance, those of Directors individually and various committee. The performance of individual Directors was evaluated on parameters, such as, number of meeting attended, contribution in the growth and formulating the strategy in the interest of the Company and minority shareholders, time devoted apart from attending the meeting of the company, active participation in long term strategic planning, ability to contribute by introducing best practices to address business challenge and risk etc.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board has on the Remuneration of the Nomination and remuneration committee formed a policy for selection and appointment of Director, Key Managerial personnel, Senior Management and their remuneration, the remuneration policy along with the criteria for determining the qualification positive attribute independence of a director is available on the website of the Company viz www.acilnet.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Energy Management Program

The information in accordance with the provisions of Section

134 of the Companies Act, 2013 read with Rule 8(3) of the

Companies (Accounts) Rules, 2014 is below: