Directors Report of Arihant Superstructures Ltd.

Mar 31, 2023

The Board of Directors are pleased to present the Annual Report of your Company M/s Arihant Superstructures Limited (the “Company" or “ASL") along with the Audited (Standalone and Consolidated) Financial Statements for the Financial Yea r ended March 31 st, 2023.

FINANCIAL PERFORMANC E

The financial performance of the Company for the Financial Year ending on March 31,2023 is summarised as below:

(Rs. in Lacs)
Particulars	Stand-alone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Sales and Other Income	8119.72	15431.29	39,173.04	33,253.98
Profit before Interest, Depreciation &Tax	2582.18	4806.14	7982.95	7126.09
Interest	701.39	154.52	2564.31	2103.09
Depreciation	39.10	42.99	195.37	17 3.43
Profit/ (Loss) before Tax	1841.69	4608.63	5223.27	4849.58
Provis ion fo rTax	(4.93)	607.38	955.74	71 1.99
Profit/ (Loss) after Tax	1846.62	4001.25	4267.53	4137.59
Profit/(Loss) for t he Year	1846.62	4001.25	4267.53	4137.59
Share of Min ority	-	-	-	-
Profit car ried to the Balance Sheet (incl. OCI)	1849.38	3992.17	3137.26	4122.40

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

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

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

Previous years figures may have been regrouped/ reclassified as and when it is necessary.

COMPANY PERFORMANCE OVERVIEW

During the year under review, the revenue from operations of the company, increased from Rs. 33,253.98 Lacs i n FY 2021 -22 to Rs. 39,173.04 Lacs in FY 2022-23 on a consolidated basis. The revenue from operations on a stand-alone basis, decreased from Rs. 15431.29 Lacs in FY 2021 -22 to Rs. 8119.72 Lacs in FY 2022-23.

The profit after tax for the FY 2022-23 on a stand-alone basis was Rs. 1846.62 Lac s as against the profit after ta x of Rs. 4001.25 Lacs for FY 2021 -22. The profit after tax on a consolidated basis was Rs. 4267.53 Lacs in FY 2022-23 as against the profit after tax of Rs. 4137.59 Lacs for FY 2021 -22. The increase in the consolidated profit after tax for FY 2022-23 was on account of the positive financial performance of the entire group.

PROJECTS AND OPERATIONS OF THE COMPANYThe current projects and operations of the company are as follows :

Project: Arihant Aarohi: Residential project located at Kalyan Shil Road , Navi Mumbai, spans over 2.5 acres of land comprises of 2 & 3 BHK is nearing completion and almost sold out .

Project: Arihant Adita: Residential project located at Pal Road , Gangadhar , Jodhpur ( Rajasthan ) , first of a kind high rise project in Jodhpur. Project consists of five phases having saleable area of 1 Mn sft. Equipped with all lifestyle amenities, its become a Landmark project in the City of Jodhpur

Project: Arihant Aangan: Residential project located at Jodhpur, Rajasthan in affordable category .

Project: Arihant Anchal: Residential project located at Jodhpur, Rajasthan in into affordable category.

Project: Arihant Arshiya: Residential project located at Khalapur, Khopoli spans on 20 acres of land complex having owned shuttle bus service as extended amentity.

Project: Arihant Aaradhya: A Residential project located at Kalyan Annexe (Bhiwandi), comprises of 11 Towers of G 14 Floors. It shall have a 1^st of its kind, 300 meter long Man Made Beachfront along with lifestyle facilities spread across 7.5 acres of land area.

Project: Arihant Aayan: Located in Titwala, this project comprises of 3 Towers of G 14 Floors providing modern lifestyle at affordable prices. This project is near to Titwala Railway Station which provides connectivity to Mumbai City.

Project: Arihant Anaika: A residential project providing modern living at affordable prices near to Taloja Metro Station. This project is completed and sold out.

The following projects are currently being undertaken by the subsidiary companies:

Project: Arihant Advika: A redevelopment residential project at Vashi , Navi Mumbai has two towers with twenty six floors of construction housed under Arihant Aashiyana Pvt Ltd.

Project: Arihant Aspire: Residential project located at Panvel , Navi Mumbai comprises of eight buildings under construction having forty two floors. Aspire is developed in Arihant Abode Ltd.

Project: Arihant Anmol: Residential project located at Badlapur ( E ) spans over seven acres of land well equipped with all amenities housed under Arihant Vatika Realty Pvt Ltd

Project: Arihant Amisha : Residential project located at Taloja , Panvel spans over 7 acres of land area is housed under Arihant Aashiyana Pvt Ltd

Project: Arihant Aloki : Residential project located at Karjat spanning six acres of land is developed in Arihant Aashiyana Pvt Ltd

Project: Arihant Clan Aalishan : Residential project at Khargar , Annex , is one of the tallest project of with 53 floors comprising of three towers is Navi Mumbai being developed in Arihant Vatika Realty Pvt Ltd

Project: Arihant Anaika 5: Residential project at Taloja developed under Arihant Vatika Realty Pvt Ltd over six acres of land

TRANSFER TO RESERVES

Tthe Company has transferred entire profits to Retained Earnings of Reserves and Surplus.

DIVIDEND

The Board of Directors are pleased to recommend for approval of the shareholders a final dividend of Rs 0.50 per equity share of Rs. 10/- each for the financial year ended 2022-23. The dividend, if approved by the shareholders, would entail a payout of approximately Rs. 52.05 Lacs. The dividend would be paid to all the equity shareholders (excluding Promoters who has forgone & voluntarily waived their right to receive dividend as per Board Meeting of date 22^nd May, 2023 ) to receive the dividend, whose name would appear in the Register of Members/ list of beneficial owners on the record date fixed for this purpose i.e. 16^th September, 2023

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Comp any for the financial year 2022-23, together with the Auditors'' Report form part of this Annual Report

The Company has 4 (four) unlisted subsidiaries, the details of which are stated below:

Name of the Material Subsidiaries	Name of Non-Material Subsidiaries
Arihant Abode Limited	Arihant Aashiyana Private Limited
Arihant Vatika Realty Private Limited	Arihant Gruhnirman Private Limited

A statement containing the salient features of financial statements of subsidiaries of the Company in the prescribed Form AOC - 1 forms a part of Consolidated Financial Statements in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rules as set out in attached Annexure- II to this report.

In accordance with Section 136 of the Act, the Audited Financial Statements, including the CFS and related information of the Company and the financial statements of each of the subsidiary companies, are available on our website. The necessary disclosures in respect of the material subsidiaries are displayed under the Corporate Governance website of the company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprise of eminent and experienced professionals in the Industry. The current composition of the Board of Directors are as follows:

No	Name of Director (DIN)	Designation
1	Mr. Ashokkumar B Chhajer (DIN: 01965094)	Chairman & Managing Director
2	Mr. Nimish Shah (DIN: 03036904)	Whole-time Director
3	Mr. R N Bhardwaj (DIN: 01571764)	Independent Director
4	Mr. Parth Chhajer (DIN: 06646333)	Whole Time Director
5	Mr. Pramod Deshpande (DIN: 10204931)	Additional Independent Director

Changes in the composition of the Board of Directors

Mr. Parth Chhajer (DIN: 06646333) was appointed as an Whole time Director for a period of 5 years by the shareholders in the 39^th Annual General Meeting of the Company held on 20^th Spetember, 2022 by the means of Special Resolution with effect from 23^rd July, 2022.

Mr. Raj Narain Bhardwaj (DIN: 01571764) was appointed as an Independent Director of the Company for a second (2^nd) term of five (5) years by the shareholders of the Company with effect from 12^th August, 2022 in the 39^th Annual General Meeting of the Company held on 20^th September, 2022 by means of passing of passing a special resolution.

Ms. Divya Momaya (DIN: 00365757) has resigned as the Women Independent Director of the Company with effect from 10^th August, 2022 pursuant to provisions of Section 168 of the Companies Act, 2013.

The shareholders in the 39^th Annual General Meeting of the Company held on 20^th September, 2022 had approved

the continuation of Mr. Virendra Kumar Mital (DIN: 00376830), as an Independent Director of the Company beyond the age of 75 years. Further on account of completion of second (2^nd ) term of five (5) years, Mr. Virendra Kumar Mital (DIN: 00376830) ceased to be the Independent Director of the Company with effect from 22 ^nd May, 2023.

Mrs. Chandra Iyengar (DIN: 02821294) has resigned as the Women Independent Director of the Company with effect from 29^th July, 2023 pursuant the provisions of Section 168 of the Companies Act, 2013.

The Board of Directors of the Company through a circular resolution has approved the appointment of Mr. Pramod Deshpande (DIN: 10204931) as an Additional Independent Director of the Company with effect from 10^th August, 2023 for a period of five (5) years subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. In the opinion of the Board, Mr. Pramod Deshpande fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for his appointment as an Independent Director of the Company.

The above appointment is recommended by the Nomination & Remuneration Committee of the Company, in line with the Nomination & Remuneration Policy of the Company. The details of the Directors, including their terms and remuneration as required under the Companies Act, 2013 and Secretarial Standards are attached to the AGM Notice. The Board recommends the appointment of the Pramod Deshpande (DIN: 10204931) as the Independent Director of the Company.

Pursuant to the completion of tenure of Mr. Ashokkumar B Chhajer (DIN: 01965094), the Board of Directors in its meeting held on 11^th August, 2023 has approved the re-appointment of Mr. Ashokkumar B Chhajer (DIN: 01965094) as the Chariman & Managing Director of the Company with effect from 15^th January, 2024 for a period of five (5) years with the same terms and condtions as per the existing tenure subject to the approval of the shareholders in the ensuing Annual General Meeting. The Board accordingly recommends the same to the shareholders of the Company.

Mr. Parth Chhajer retires by rotation at ensuing AGM and being eligible has offered himself for re-appointment. The Board recommends the same.

There are no changes in the composition of Board of Directors except as mentioned above.

Declaration of Independent Directors

The Company has received the following declarations from all the Independent Directors confirming that:

• They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations.

• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with theIndependent Director''s database maintained by the Indian Institute of Corporate Affairs, Manesar.

• In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

Certificate on Disqualification of Directors

In terms of the provisions of Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from a Practicing Company Secretary in respect of the non-disqualification of the Directors. This certificate forms a part of this report.

Key Managerial Personnel

The Key Managerial Personnel of the Company, as on the date of this Report are as follows:

Name	Designation	Date of Appointment
Mr. Ashokkumar B Chhajer	Managing Director	April 1,2011
*Mr. Dhiraj Jopat	Chief Financial Officer	22nd May, 2023
*CS Darshni H Lakhani	Company Secretary & Compliance Officer	12th November, 2022

* Mr. Deepak Lohia had resigned from the position of the Chief Financial Officer of the Company w.e.f. 21^st September, 2022 and Board has approved the appointment of Mr. Dhiraj Jopat as the Chief Financial Officer w.e.f. 22^nd May, 2023.

*CS Govind Rao has resigned from the post of the Company Secretary and Compliance Officer w.e.f. 5^th July, 2022 and the Board has appointed CS Darshni Lakhani as the Company Secretary and Compliance Officer of the Company w.e.f from 12^th November, 2022 Further, Ms. Darshni Lakhani has resigned from the said position w.e.f. 8^th August, 2023.

MEETINGS OF BOARD OF DIRECTORS

The Board of Directors, during Financial Year 2022-23 met 4 (four) times. The Board of Directors meets at regular intervals to discuss the business and compliance matters of the Company. The details of the Meetings of the Board of Directors and the Committees of the Board of Directors and their respective constitution are stated in the Corporate Governance Report attached which forms a part of this Board''s Report .

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

Mandatory Committees	Non-Mandatory Committee
Audit Committee	Executive Committee
Nomination & Remuneration Committee	Disinvestment Committee
Stakeholders'' Relationship Committee	Fund Raising Committee
Corporate Social Responsibility Committee	Insider Trading Compliance Committee
	Risk Management Committee

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

During the year under review, all the recommendations made by the Audit Committee were approved by the Board of Directors.

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

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

VIGIL MECHANISM

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Act and Regulation 22 of the Listing Regulations.

The Policy also provides protection to the directors, employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The Whistle Blower Policy of the Company can be accessed at website of the Company at www.asl.net.in

NOMINATION AND REMUNERATION POLICY

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy of the Company, inter alia, provides that the Nominationand Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration, evaluation and other matters as provided under Section 178 of the Act and Listing Regulations. The copy of the Policy can be found under the Investors section on http://www.asl.net.in

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL, SENIOR MANAGEMENT AND EMPLOYEES

The remuneration paid to the Directors and Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations and within the Statutory limits under the Companies Act, 2013.

The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company is set out in Annexure - I to this Report.

PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Boardas a whole.

The Board formally assesses its own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions , etc .

The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management, etc.

The Chairperson(s) of the respective Committees based on feedback received from the Committee members on the outcome of performance evaluation exercise of the Committee, shares a report to the Board.

The Independent Directors at their separate meeting review the performance of: non-independent directors and the Board as awhole, Chairperson of the Company after taking into account the views of Executive Director and nonexecutive directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon. The details of the evaluation process are set out in the Corporate Governance Report whichforms a part of this Annual Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance report and website of the Company at www.asl.net.in.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(b) Such Accounting Policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and oft h e profit of the Company for that period;

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

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

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

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

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Partieswere i n ordinary course of business and on arm''s length basis in terms of provisions of the Act. The Company''s Policy on dealing with a nd Materiality of Related Party Transactions is available on the website of the Company at www.asl.net.in

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. During the year under review, the Related Policy Framework was suitably amended to give effect to the changes i n th e relevant provisions of law.

There are no materially significant related party transactions that may have potential conflict with interest of the Companyat large. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes to the Standalone Financial Statements of the Company. The company also obtains suitable approval of the members for the materially significant related party transactions, in line with Regulation 24 of the Listing Regulations.

The approval ofthe materially significant related party transactions for Financial Year 2023-24 is sought at the forthcoming Annual General Meeting of the Company. The same is recommended by the Audit Committee and the Board of Directors.

The Company in terms of Regulation 23 of the Listing Regulations submits within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis,in the format specified in the relevant accounting standards to the stock exchanges.

The said disclosures can be accessed on the website of the Company at www.asl.net.in. Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure - III to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the Corporate Social Responsibility (CSR) Committee of the Board in accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibilities) Rules, 2014, as amended. During the year, the said policy has been reviewed by the Board of Directors of the Company.

For FY 2022-23, the CSR liability of the Company was Rs. 23,51,173/- (Rupees twenty three lacs fifty one thousand one hundred and seventy three Only) However, the Company has undertaken a CSR spend of Rs. 26,16,442 /-(Rupees Twenty six lacs sixteen thousand four hundred and forty two only) The Board has approved carrying forward the excess CSR spend undertaken by the Company. The details of CSR spend is attached in the CSR report attached as Annexure IV.

The CSR policy of the company is displayed on the website of the company on www.asl.net.in. The company is committed to undertaking its CSR responsibility and initiatives in letter and spirit and will undertake to spend towards effective causes in line with the CSR policy of the company.

The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31stMarch, 2023, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) is set out in Annexure - IV tot his report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual return as on March 31, 2023 is available on the website of the company on www.asl.net.in

AUDITORS AND AUDITORS'' REPORTStatutory Auditors and their Report

M/s Kailash Chand Jain & Co, Chartered Accountants (Firm Regn No. 112318W) were appointed in 35^th Annual General Meeting of the Company held on September 28, 2018 as a Statutory Auditor of the Company for the second (2^nd ) term of 5 years till the conclusion of the AGM to be held in 2023. Pursuant to Rule 6 of Companies (Audit and Auditors) Rules, 2014, M/s Kailash Chand Jain & Co. are retiring at the ensuing Annual General Meeting and cannot be re-appointed on account of completion of tenure of 2 consecutive term.

The Board of Directors proposes the appointment of M/s Ummed Jain & Co., Chartered Accountants (Firm Regn No 119250W), Mumbai as the Statutory Auditor of the Company for the first (1^st) term of five (5) years till the conclusion of 45^th Annual General Meeting to be held in the year 2028 at the remuneration of Rs. 10,00,000/- p.a. (Rupees Ten Lacs Only).

The Statutory Auditors'' Report being self-explanatory, do not require any reply from the Board of Directors of the Company.

Secretarial Auditors and their Report

The Company has appointed M/s D A Kamat & Co, Company Secretaries as the Secretarial Auditors of the Company for FY 2022-23 under the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors Report for Financial Year 2022-23 is attached as Annexure - V to this Report.

The Secretarial Compliance Report for the financial year ended March 31, 2023, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of Listing Regulations isavailable on the website of the Company.

The observations made by the Secretarial Auditors of the Company and management reply thereto is mentioned hereunder:

Sr. No.	Observations	Management Reply
1.	Transfer of Equity Shares to IEPF for Financial Year 2011-12 & F.Y. 2012-13: The company has, till the date of this Report, not transferred the outstanding equity shares on which dividend was declared for the FY 2011 -12, 2012-13, 2013-14 onwards and remained outstanding for a period of over 7 years and were due for transfer in FY 2018-19 to FY 2020-21.	The compliance in respect for transfer of equity shares and dividend thereon is pending owing to certain administrative challenges from the Bank. However, the company is presently undertaking steps to ensure due compliance at the earliest.
2.	The Company is maintaining a functional website. However, the website of the Company is not updated.	The Company is in the process of updating the same.
3.	Mr. Deepak Lohia resigned as the Chief Financial Officer of the Company with effect from 21st September, 2022 and appointed Mr. Dhiraj Jopat as a Chief Financial Officer on 22nd May, 2023. Accordingly, the Company has not filled the vacancy within a period of 6 months from the date of Vacancy.	The Company was in process of finding Chief Financial Officer of the Company. However, the Company in the Board meeting held on 22nd May, 2023 has finalized and appointed CFO.

Cost Auditors

The Company is not required to appoint any Cost Auditors or maintain cost records for the Company during the year under review.

Internal Auditors

The Board had appointed M/s Anjani Goyal & Co. Chartered Accountants as the Internal Auditors for FY 2023-24. The Boardhas appointed M/s Anjani Goyal & Co, Chartered Accountants as the Internal Auditors for Financial Year 202223. The remarksof the Internal Auditors Report are placed before the Audit Committee and Board of Directors for their review and process improvement.

INTERNAL FINANCIAL CONTROLS

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

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

RISK MANAGEMENT POLICY

The Board of Directors in their meeting held on June 27, 2020, have constituted a Risk Management Committee consisting of the heads of finance, administration and operations of the company. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.

Mitigation plans to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership. The Company endeavours to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

The Board of Directors of the Company, on the recommendation of the Risk Management Committee has developed risk management policy for the Company to articulate the Company''s approach to address the uncertainties in its endeavour to achieve its stated and implicit objectives and the same is available at the website of the Company at www.asl.net.in.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance is attached to this Report. The same is attached to this Report as Annexure - VII.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013(hereinafter referred to as "Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committees has also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

No complaints of sexual harassment were received during the Financial Year 2022-23 by the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF during the FY 2022-23 and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided in the General Shareholders Information section of Corporate Governance report forming part of this Annual Report.

The Company is under process of transfer the unpaid dividend amount and underlying shares to IEPF Account.

CODE OF CONDUCT AND INSIDER TRADING REGULATIONS

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

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

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

All Directors and the designated Employees have confirmed compliance with the Code, except for the instances as reported to the Stock Exchanges in this regard.

ANNEXURE I

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL, SENIOR

MANAGEMENT AND EMPLOYEES

Statement of disclosure of remuneration

[Pursuant to Section 197 of the Companies Act, 2013 ("the Act") and Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

A. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the FY 2022-23:

Name	Designation	Ratio of remuneration to Median Remuneration	% Increase in the remuneration
Mr. Ashokkumar B Chhajer	Managing Director	8.23	12.00
Mr. Deepak Lohia*	Chief Financial Officer	1.12	(-) 62.43
Mr. Chandra Iyengar**	Independent Director	0.86	2.70
Mr. R. N. Bhardwaj	Independent Director	0.97	16.22
Mr. Virendra Mital***	Independent Director	1.03	16.67
Ms. Divya Momaya****	Independent Director	0.11	(-) 80.77
Mr. Nimish Shah	Wholetime Director	5.88	(-) 4.09
Mr. Parth A Chhajer*****	Wholetime Director	3.95	--
Mr. Govind Rao******	Company Secretary	0.13	(-) 80.34
Ms. Darshni Lakhani*******	Company Secretary	0.29	--

Notes:

1. *Mr. Deepak Lohia resigned from the position of the Chief Financial Officer of the Company w.e.f. 19th March, 2022 and was again appointed as CFO w.e.f. 6th May, 2022 on the recommendation of the Nomination and Remuneration Committee and again resigned with effect from 21^st September, 2022.

2. **Mrs. Chandra Iyengar (DIN: 02821294) has resigned as an Woman Independent Director of the Company with effect from 29^th July, 2023.

3. *** On account of completion of term of 2(two) consecutive tenures of 5 (five) years each, Mr. Virendra Kumar Mital (DIN 00376830) ceased to be the Independent Director of the Company with effect from 22nd May, 2023

4. ****Ms. Divya Momaya (DIN: 00365757) has resigned as an Independent Director of the Company with effect from 10th August 2022.

5. *****Mr. Parth A Chhajer (DIN: 06646333) has been appointed as Whole Time Director of the Company with effect from 23^rd July, 2022

6. ******Mr. Govind Rao resigned from the position of the Company Secretary & Compliance Officer of the Company w.e.f. 5th July, 2022

7. ******* Ms. Darshni Lakhani is appointed as Company Secretary & Compliance Officer of the Company with effect from 12^th November, 2022 and has resigned from the said position with effect from 8^th August, 2023.

The increase in remuneration of employees other than the Key Managerial Personnel is considerably in line with the increase in remuneration of Key Managerial Personnel.

A) Break-up of median remuneration for employees is given below:

The median remuneration of employees for FY 2022-23 is Rs. 885,000/-

B) Number of permanent employees on rolls of the Company as on March 31,2023: 171

C) The average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 2022-23 was 20.3 and its comparison with the average percentile increase in the managerial remuneration was 11.5%.

D) Affirmation that the remuneration is as per the Nomination and Remuneration Policy of the Company:

It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Nomination and Remuneration Policy of the Company.

E) The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is available on the website of the Company at www.asl.net.in

By Order of the Board Arihant Superstructures LimitedPlace: Navi Mumbai Date: 11^th August, 2023

Ashokkumar B Chhajer Chairman & Managing Director DIN:01965094

---

Mar 31, 2018

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

1. Financial Performance:

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

(Rs. in Lakhs)

Particulars	Financial Year ended 31st March, 2018		Financial Year ended 31st March, 2017*
	Consolidated	Standalone	Consolidated	Standalone
Sales and Other Income	18,925	10,722	18,625	13,123
Profit before Interest, Depreciation & Tax	3,849	2,274	6,436	4,845
Interest	1,501	630	1,013	759
Depreciation	134	62	102	58
Profit/ (Loss) before Tax	2,214	1,582	5,321	4,028
Provision for Tax	750	548	1,729	1,366
Profit/ (Loss) after Tax	1,465	1,034	3,592	2,662
Profit/(Loss) for the Year	1,465	1,034	3,592	2,662
Add: Balance of Profit and Loss Account	6,728	7,198	3,892	4,982
Share of Minority	208	-	310	-
Profit available for Appropriation	7,985	8,232	7,174	7,644
Less: Appropriation
Dividend on Equity Shares (excluding tax)	412	412	370	370
Tax on dividends	84	84	75	75
Balance of Profit carried to Balance Sheet	7,489	7,704	6,728	7,198

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

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

2. Dividend:

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

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

3. Transfer to Reserve:

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

4. Company Financial Performance:

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

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

5. Accounting Standards and Consolidated Financial Statements:

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

6. Indian Accounting Standards (Ind AS):

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

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

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

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

7. Directors’ Responsibility Statement:

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

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

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

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

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

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

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

8. Deposits:

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

9. Subsidiaries and Associate Companies:

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

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

10. Operations Review of Company Projects:

Project: Arihant Aarohi

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

Project: Arihant Adita

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

Project: Arihant Ashray

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

Project: Arihant Ayati

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

Project: Arihant Anchal

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

Project: Arihant Angan

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

Project: Arihant Aakarshan

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

Project: Arihant Arshiya

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

11. Operations Review of Company Subsidiaries Projects:

Project: Arihant Aspire

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

Project: Arihant Anmol

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

Project: Arihant Amisha

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

Project: Arihant Aloki

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

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

Project: Arihant Anaika

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

Project: Arihant Anshula

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

12. Board of Directors and Key Managerial Personnels:

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

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

Name of the Director/Key Managerial Personnels	DIN/PAN	Designation	Date of Appointment/ Resignation
Mr. Raj Narain Bhardwaj	01571764	Independent Director	Appointed w.e.f. 12/08/2017
Mrs. Vijayalakshmi R. Iyer	05242960	Independent Woman Director	Appointed w.e.f. 12/08/2017 Resignation w.e.f. 04/06/2018
Mr. Virendra Mital	00376830	Independent Director	Vacation of Office w.e.f 07/09/2017
Mrs. Kamini Shroff	07141404	Independent Woman Director	Resignation w.e.f 07/11/2017
Mr. Manish Mehta	AACPM6559L	Chief Financial Officer	Resignation w.e.f: 22/01/2018
Mr. Pradeep Mehta	AHBPM4964B	Chief Financial Officer	Appointment w.e.f: 12/02/2018
Mr. Virendra Mital	00376830	Independent Director	Appointment w.e.f. 23/05/2018
Mrs. Vijayalakshmi R. Iyer	05242960	Additional Independent Woman Director	Re- Appointment w.e.f. 10/08/2018

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

Name of the Director	DIN	Designation
Mr. Ashok Chhajer	01965094	Chairman & Managing Director
Mr. Nimish Shah	03036904	Whole-time Executive Director
Mr. Virendra Mital	00376830	Independent Director
Mr. Vinayak Nalavde	02047436	Independent Director
Mr. Dinesh Babel	03042254	Independent Director
Mr. Raj Narain Bhardwaj	01571764	Independent Director
Mrs. Vijayalakshmi R. Iyer	05242960	Additional Independenl	Woman Director

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

Name		Designation
Mr. Naval Singh Shekhawat		Company Secretary & Compliance Officer
Mr.	Pradeep Mehta	Chief Financial Officer

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

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

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

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

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

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

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

13. Board and Committee Meetings:

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

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

Sr. No.	Mandatory Committees	Non-Mandatory Committees
1	Audit Committee	Executive Committee
2	Nomination and Remuneration Committee	Disinvestment Committee
3	Stakeholders’ Relationship Committee	Fund Raising Committee
4	Corporate Social Responsibility Committee	Insider Trading Compliances Committee

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

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

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

14. Declaration from Independent Directors:

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

15. Board Evaluation:

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

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

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

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

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

16. Internal Financial Control Systems and their Adequacy:

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

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

17. Statutory Auditors:

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

18. Secretarial Auditors:

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

19. Internal Auditors:

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

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

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

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

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

21. Nomination and Remuneration Policy:

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

22. Particulars of Contract or Arrangements with Related Party:

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

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

23. Particulars of Loans, Guarantees and Investments:

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

24. Risk Management:

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

25. Vigil Mechanism and Whistle Blower Policy:

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

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

26. Code of Conduct:

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

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

27. Prevention of Insider Trading:

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

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

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

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

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

29. Investors’ Relation and Grievances:

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

30. Corporate Governance Report:

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

31. Management Discussion and Analysis Report:

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

32. Particulars of Employees:

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

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

33. Extract of the Annual Return:

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

34. Corporate Social Responsibility:

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

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

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

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

36. Other Disclosures:

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

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

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

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

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

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

Acknowledgement:

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

For and on behalf of the Board of Directors

Arihant Superstructures Limited

Ashok Chhajer

Place: Navi Mumbai Chairman & Managing Director

Date: August 10, 2018 DIN: 01965094

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Mar 31, 2015

To the Members,

The Directors have pleasure in presenting the 32nd Annual Report of the Company for the Financial Year ending on 31st March 2015.

Financial Highlights

The financial performance of your Company, for the year ended 31st March, 2015 is summarized below:

(Rs. in Lacs)

Year ended 31st March, 2015 Year ended 31st March, 2014 Consolidated Standalone Consolidated Standalone

Sales and Other Income 10976.17 6489.66 10100.62 5634.26

Profit before interest, depreciation & tax 2655.70 1903.96 2071.37 1190.34

Interest 641.13 418.03 1339.23 734.89

Depreciation 111.02 53.27 55.28 35.14

Profit/ (Loss) before Tax 1903.54 1432.66 676.87 420.31

Provision for Tax 767.35 460.89 404.91 140.77

Profit/ (Loss) after Tax 1136.19 971.77 271.95 279.54

Profit/(Loss) for the year 1136.19 971.77 271.95 279.54

Add: Balance of Profit and Loss Account 670.35 1933.90 659.89 1774.88

Share of Minority & Associates 123.01 0 140.98 0

Profit available for Appropriation 1683.52 2905.67 790.86 1774.88

Less: Appropriation

Proposed Equity Dividend 123.48 123.48 102.90 102.90

Tax on Proposed Equity Dividend 24.68 24.68 16.70 16.70

Less/Add: Earlier year provisions 4.60 0 0.92 0.92

Balance of profit carried to Balance Sheet 1530.75 2757.51 670.35 1933.90 During the year under review, your Company's total income has been registered at Rs. 6489.66 lacs in comparison ofRs. 5634.26 lacs of the previous financial year. The profit after tax (PAT) has been registered at Rs. 971.77 lacs in comparison of Rs. 279.54 lacs

of the previous financial year. The Company has transferred an amount of Rs. 971.77 Lacs to Reserves, during the year under review.

DIVIDEND & SHARE CAPITAL

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 3 % (previous year 2.5%) on the equity shares of the Company as the Final Dividend for the Financial Year 2014-15. The Dividend of 3 %, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 123.48 lacs to the company in addition to Rs. 24.68 lacs by way of dividend distribution tax. Dividend shall be payable to all the shareholders of the company as on the record date of 19th September, 2015.

ABRIDGED FINANCIAL STATEMENTS

In accordance with the listing agreement with Stock Exchanges and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014 of the said Act, the Abridged Annual Report containing salient features of the Financial Statements, including Consolidated Financial Statements, for the financial year 2014-15, along with the Directors' Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode.

Full version of the Annual Report 2014-15 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Consolidated Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors' Report (including Management Discussion and Analysis, Corporate Governance Report and Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es). Full

version of Annual Report 2014-15 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the CompanyRs.s website at www. asl.net.in.

OPERATIONS REVIEW

PROJECT "ARIHANT AMODINI"

This is a residential project located at Taloja (Navi Mumbai). Amodini consists of approximately 126 flats, having approximately 1.36 lacs sq. ft. developable / saleable area. Arihant Amodini consists a stilt 22 Storied Tower comprising elegant 2BHK. The land has been conveyed in the name of Arihant Superstructures Limited by way of Tripartite Agreement. 100% construction activities are completed. The project has internal & external amenities such as intercom facility, UPVC sound resistance French windows, velvet touch paint with POP in all rooms, children play area, health club, gymnasium, landscape garden, power backups for lifts, indoor game room & library.

PROJECT " ARIHANT ARHAM"

The residential project is located on the picturesque Panvel- Matheran Road, Koproli, Panvel. The project consists of 32 building having 501 flats approx. The project is completed. Arihant Arham is a stilt 4 storey tower comprising elegant 1BHK & 2BHK with recreational facilities on the riverside park. The project has internal & external amenities such as intercom facility, granite top kitchen platform, elegant entrance lobby, landscapes garden with water fountains, swimming pool, gymnasium with club house, children play area, amphitheatre with party lawn, Jogging Track, ample car parking, Temple.

PROJECT "ARIHANT AAROHI"

This is a residential project located at Kalyan Shil Road, Navi Mumbai. Arihant Aarohi consists of approximately 194 flats, having approximately 2.5 acres land area. Arihant Aarohi consists a stilt 17 storeyed tower comprising elegant 1BHK & 2BHK. Construction is in full swing. The project has internal & external amenities such as 2x2 vertified tilling in all rooms, UPVC sound resistant french windows, granite top kitchen platform, swimming pool, library, children play area, health club, gymnasium, landscape garden, indoor game room, power backups for lifts.

PROJECT "ARIHANT ADITA"

The residential project is situated at Pal Road, Gangana, Jodhpur (Rajasthan) and is just 1 km from the National Highway. This is first of its type high rise Residential project in Jodhpur. The project will provide the people of Jodhpur all state of the art facilities and amenities, forming part of the similar projects in Mumbai and other Metro cities only, which is till now only a dream to the people of Jodhpur. The project has amenities such as Swimming Pool, Badminton Court, Basket Ball Court, Kids Play Room, Amphitheatre, Garden Lawn, Steam Room, Gymnasium, etc. to name a few.

PROJECT "ARIHANT AYATI"

The residential project named as "Arihant Ayati" is situated at Devnagar, Jodhpur (Rajasthan). This Project is stilt 16 storied Towers consisting 3 BHK Super Luxurious Flats having the Internal and External Amenities like 3-Burner gas hob & Chimney in kitchen, UPVC Sliding windows with Tinted glass, High speed lifts, swimming pool,High Health Club with Gymnasium & steam room, Green concept at To p Terrace for cool temperature and External Texture with pure Acrylic Paint etc.

PROJECT "ARIHANT AGRIMA"

The Company has got an Affordable Housing Project at Jodhpur named "Arihant Agrima". This project is on a Public Private Partnership with the "Jodhpur Development Authority (JDA)" Jodhpur, Rajasthan, won through Tender process.

PROJECTS UNDER SUBSIDIARIES:

PROJECT "ARIHANT AKANKSHA"

This is a residential project located at Panvel, Navi Mumbai. The project consists of 8 Buildings having 2018 flats approx. Arihant Akanksha a stilt podium 32 Storeyed towers comprising elegant Studio, 2BHK, 3BHK & 4BHK apartments. The project having internal & external amenities such as Laxmi Mataji Temple, Intercom facility, Velvet touch paint with POP in all rooms, elegant entrance lobby, 4 high speed lifts in each building, business lounge, landscapes garden, swimming pool with Kids pool, gymnasium with club house, children play area, amphitheatre with party lawn, Jogging Track, Meditation Center, ample car parking, basket ball court, external camera for security checks.

PROJECT "ARIHANT ARSHIYA"

This residential project named as "Arihant Arshiya" is situated at Khalapur, Khopoli. This project consists of 1605 flats approx having 20 acres land area. The construction of project is in full swing. Arihant Arshiya is a part stilt 8 storeyed towers comprising elegant 1RK, 1BHK, 2BHK flats. The project is having internal & external amenities such as swimming pool, library, children play area, health club- gymnasium & steam room, landscape garden, indoor game room, Temple, complex owned shuttle bus service.

PROJECT "ARIHANT ANMOL"

This is a residential project located at Jouveli Badlapur (E). Anmol project consist of 665 flats having 7 acres land area. The land has been conveyed in the name of Arihant Vatika Realty Pvt. Ltd. The construction is in full swing. The project has granite top kitchen platform swimming pool, library, children play area, health club- gymnasium & steam room, landscape garden, indoor game room, S. S. elevator, indoor game room & party hall.

PROJECT " ARIHANT AMISHA"

This residential project named as "Arihant Amisha" situated at Wawanje Taloja, Panvel. This project consists of 456 flats having 7 acres land area. The construction of the project is started in full swing. The project has various amenities such as Temple, Swimming Pool, Health Club with Gymnasium & Steam Room, Community hall, cum social activity center & library, swimming pool, beautiful landscaped garden etc.

PROJECT "ARIHANT ALOKI"

This residential project named as "Arihant Aloki" situated at Bhisegaon Karjat (E). This project consists of 408 flats having 6 acres land area. The project is just launched. Arihant Aloki is a stilt 8 storeyed, 8 towers comprising elegant 1BHK & 2BHK, 3 BHK flats. The project has internal & external amenities such as 2x2 virtified flooring in all rooms, Granite top kitchen platform, luster paint, Aluminum powder coated sliding windows,Children play area, Community hall, health club- gymnasium & steam room, landscape garden, indoor game room.

FIXED DEPOSIT

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES

All the subsidiary companies are non-material, non-listed subsidiary companies as defined under Clause 49 of the Listing Agreements entered into with the stock exchanges. A statement pursuant to Section 129 (3) of the Companies Act, 2013 relating to the subsidiary companies is attached to the accounts. Other details pertaining to subsidiaries, joint ventures and associate companies, as required under the Act is attached to this Report and forms part of the Annual Report.

Arihant Technoinfra Private Limited ceased to be the subsidiary of the Company w.e.f. 17th February, 2015 pursuant to the disinvestment of 12% of the stake of the Company in Arihant Technoinfra Private Limited.

The Company has made an application with the Hon'ble High Court, Mumbai for amalgamation of Adeshwar Realty Private Limited (wholly owned subsidiary) with Arihant Superstructures Limited. The appointed date for the same has been fixed as 1st April, 2014. The company has already obtained the In-principal approval for the same from BSE and SEBI vide Letter No. DCS/AMAL/LP/24(f)/252/2015-16 dated 29th May, 2015. The details of the proposed amalgamation scheme, as filed with the Hon'ble High Court are available on the website of the company.

LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable listing fees to the above stock exchange up to date. The Company's Equity Shares are also traded in the dematerialised segment for all investors and the Company has entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. During the year Mrs. Kamini Shroff (DIN: 07141404) was appointed as the Independent Director of the Company w.e.f. 30th March, 2015. The Board proposes the ratification of her appointment in the AGM of the Company. The Company has received the necessary notice U/s 160 of the Companies Act, 2013 along with the deposit proposing the appointment of Ms. Kamini Shroff as a Director on the Board of Directors of the Company.

The current composition of the Board of Directors of the Company are as follows:

Name of the Director DIN Designation

Ashok Chhajer 01965094 Managing Director

Dinkar Samant 00023459 Whole-time Director

Nimish Shah 03036904 Whole-time Director

Virendra Kumar Mital 00376830 Independent Director

Vinayak V Nalavde 02047436 Independent Director

Dineshchandra Babel 03042254 Independent Director

Kamini Shroff 07141404 Independent Director

Details of the Key Managerial Personnel of the Company

Name Designation

Puja Agrawal Company Secretary

Aman Verma Chief Financial Officer

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the provisions of the Act Mr. Dinkar Samant, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

The Board recommends the re-appointment and appointment of all the above Directors.

BOARD EVALUATION

The performance of the Board of Directors, Committees of the Board and Individual Directors is evaluated on certain prescribed and pre-determined criteria and parameters as recommended by the Nomination and Remuneration Committee of the Board of Directors. Such evaluation is pursuant to the provisions of the Companies Act, 2013 read with the Corporate Governance Requirements prescribed under the Clause 49 of the Listing Agreement entered into by the Company with BSE and prescribed by SEBI.

The evaluation was undertaken based on the feedback provided by the Board members on the various parameters such as preparedness on the agendas discussed in the Meetings, contribution, participation and inputs in meetings, etc. In addition, the Chairman and Managing Director was also evaluated on the key aspects of his role.

Further, the Independent Directors, in their separate meeting also evaluated the non-Independent Directors performance and the performance of the Board was also discussed. The Board in its subsequent meeting also discussed the same along.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year six Board Meetings and five Audit Committee Meetings were convened and held. The details of the Board Meetings and the Director's attendance are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further, there has been a separate Meeting of the Independent Directors during the financial year 2014-2015.

DIRECTORS APPOINTMENT & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the website of the company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. The details of related party transactions are mentioned in the notes to accounts of the Standalone Financial Statements, forming part of the Annual Report. The details of Form AOC-2 as required under the Act is also attached as an Annexure 1 to this Report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

CODE OF CONDUCT

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

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

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company as applicable to the Board of Directors, Key Managerial Personnel is stated in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements, forming part of the Annual Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

MANAGERIAL REMUNERATION

There are no employees drawing remuneration of Rs. 5,00,000 per month or Rs. 60,00,000/- and above per annum during the year under review. The details of the remuneration drawn by the Whole-time Executive Directors and Managing Directors and Independent Directors are stated in the Corporate Governance Report of the Company. Other details pertaining to disclosure

requirements under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure 2.

AUDITORS

M/s Kailash Chand Jain & Co. Chartered Accountants, were in the 31st Annual General Meeting (AGM) appointed as the Statutory Auditors of the Company for a period of five years i.e. till the conclusion of the AGM to be held in the year 2018, subject to ratification of the members in every AGM. The Board recommends the ratification of the appointment of the Statutory Auditors in this AGM.

AUDITORS REPORT

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

COST AUDITORS

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board had appointed Mr. Vinod Subramanium as the Cost Auditor of your Company for the financial year 2014-15 to conduct the audit of the cost records of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. D. A. Kamat, Practicing Company Secretary, , to undertake the Secretarial Audit of the Company for the year under review. There are no comments/observations in the Secretarial Audit Report requiring any reply from Directors. The Secretarial Audit Report is annexed as Annexure 3.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed as Annexure 4.

RISK MANAGEMENT

Pursuant to section 134 (3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The management continuously reviews the internal control systems and procedures for the efficient conduct of the Company's business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard the Company's assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards. During the year under review, the Company has appointed MPK Associates, Chartered Accountants as Internal Auditors.

CORPORATE GOVERNANCE

A detailed report on the corporate governance system and practices of the Company forming part of this report is given as a separate section of the Annual Report.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance Certificate from Mr. D. A. Kamat, Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement forms the part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis on the business and operations of the Company forming part of this report is given as a separate section of the Annual Report.

INVESTORS' RELATION AND GRIEVANCES

During the year under review, the company has received not received any complaint/grievance from the investors of the Company. The Company has a dedicated e-mail address [email protected] for communication with the Investors.

ACCOUNTING STANDARDS AND CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standards, issued by the Institute of Chartered Accountants of India, which forms part of the Annual Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The information required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is enclosed as Annexure 5 and forms part of this report.

PERSONNEL

The Company is professionally managed and has very cordial relationship with all its employees. Highly qualified and experienced personnel from the field of engineering, finance, administration and sales assist the top level management. Your Directors wish to place on record their appreciation for the co-operation and support received from employees towards the growth and prosperity of your Company and look forward to their continued support.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Arihant Superstructures Limited

Ashok Chhajer

Chairman & Managing Director

DIN: 01965094

Place: Navi Mumbai

Date: 1st August, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report of the Company for the Financial Year ending on 31st March 2014.

FINANCIAL RESULTS

(Rs. in Lacs) FINANCIAL RESULTS 2013 - 2014 2012-2013 (Consolidated) (Standalone)

Sales and Other Income 10052.24 5634.26

Profit before interest, depreciation & tax 2015.05 1190.34

Interest 1380.18 734.89

Depreciation 55.28 35.14

Profit/ (Loss) before Tax 579.59 420.31

Provision for Tax 404.93 140.77

Profit/ (Loss) after Tax 168.61 279.54

Profit/(Loss) for the year 168.61 279.54

Add: Balance of Profit and Loss Account 576.67 1774.88

Share of Minority 141.02 0

Profit available for Appropriation 576.67 1774.88

Less: Appropriation

Proposed Equity Dividend 102.9 102.9

Tax on Proposed Equity Dividend 16.70 16.70

Less/Add: Earlier year provisions 0 0

Balance of profit carried to Balance Sheet 598.09 1655.28

(Rs. in Lacs) FINANCIAL RESULTS (Consolidated) (Standalone) Sales and Other Income 7163.20 7844.14

Profit before interest, depreciation & tax 924.16 1601.49

Interest 937.70 842.77

Depreciation 37.39 33.26

Profit/ (Loss) before Tax -50.93 725.47

Provision for Tax 237.40 234.62

Profit/ (Loss) after Tax -288.33 490.85

Profit/(Loss) for the year -287.83 490.85

Add: Balance of Profit and Loss Account 966.64 1379.71

Share of Minority -0.51 0

Profit available for Appropriation 678.81 1870.56

Less: Appropriation

Proposed Equity Dividend 82.32 82.32

Tax on Proposed Equity Dividend 13.35 13.35

Less/Add: Earlier year provisions 0 0

Balance of profit carried to Balance Sheet 583.14 1774.88

During the year under review, your Company''s total income has been registered at Rs. 5634.26 lacs in comparison of Rs. 7844.14 lacs of the previous financial year. The profit after tax (PAT) has been registered at Rs. 279.54 lacs in comparison of Rs. 490.85 lacs of the previous financial year.

RESERVES AND DIVIDEND:

The Board of Directors has recommended a Final Dividend of Rs. 0.25 per Equity Share for the financial year ending on 31st March 2014. The Board has transferred an amount of Rs. 102.90 Lacs to the General Reserves Account, out of the amount available for appropriation.

OPERATIONS REVIEW:

PROJECT "ARIHANT AMODINI"

This is a residential project located at Taloja (Navi Mumbai). Amodini consists of approximately 126 flats, having approximately 1 acre sq. ft. developable / saleable area. Arihant Amodini consists a stilt 22 Storied Tower comprising elegant 2BHK. The land has been conveyed in the name of Arihant Superstructures Limited by way of Tripartite Agreement. 97% construction activities are completed. The project has internal & external amenities such as intercom facility, UPVC sound resistance French windows, velvet touch paint with POP in all rooms, health club, gymnasium, Roof Top Garden, power backups for lifts, indoor game room & library.

PROJECT "ARIHANT AAROHI"

This is a residential project located at KalyanShil Road, Navi Mumbai. Arihant Aarohi consists of approximately 172 flats, having approximately 2 acres land area. Arihant Aarohi consists a stilt 15 storeyed tower comprising elegant IBHK & 2BHK. Construction is in full swing. The project has internal & external amenities such as Intercom facility, UPVC sound resistant french windows, granite top kitchen platform, swimming pool, library, children play area, health club, gymnasium, party lawn with garden, indoor game room, power backups for lifts.

PROJECT "ARIHANT ADITA"

The residential project is situated at Pal Gangana Road, Jodhpur (Rajasthan) and is just 1 km from the National Highway 65. This is first of its type high rise Residential project in Jodhpur. The project will provide the people of Jodhpur all state of the art facilities and amenities, forming part of the similar projects in Mumbai and other Metro cities only, which is till now only a dream to the people of Jodhpur. The project has amenities such as Swimming Pool, Indoor Badminton Court, Gazebo, Kids Crech, Mini Movie Theater, Banquet Hall, Library, Rain dance floor, Amphitheatre, Garden Lawn, Steam Room, Gymnasium, Super Market , etc. to name a few

PROJECT "ARIHANT AYATI"

The residential project named as "Arihant Ayati" is situated at heart of the city Devnagar, Pal Link Road, Jodhpur (Rajasthan). This Project is stilt 17 storied Towers consisting 3 BHK & 4 BHK Super Luxurious Flats having the External Amenities like swimming pool at roof top, Health Club with Gymnasium, stem Sauna, Jaccuzi, Foot Therapy, Spa table, Party Area, 5 star category Designer Entrance Lobby and spacious designer lobby at every floor, Drivers Lounge, 3 Level Parking etc.

PROJECT "ARIHANT AGRIMA"

The Company has got an Affordable Housing Project at Jodhpur named "Arihant Agrima". This project is on a Public Private Partnership with the "Jodhpur Development Authority (JDA)" Jodhpur, Rajasthan, won through Tender process.

PROJECTS UNDER SUBSIDIARIES:

PROJECT "ARIHANT AKANKSHA"

This is a residential project located at Panvel, Navi Mumbai. The project consists of 8 Buildings having 2200 flats approx. Arihant Akanksha a stilt podium 32 storey tower comprising elegant studio, 2BHK & 3BHK & 4BHK apartments. The project having internal & external amenities such as video door security with camera, Velvet touch paint with POP in all rooms granite top kitchen platform, elegant entrance lobby, 4 high speed lifts in each building, business lounge, landscapes garden, swimming pool, gymnasium with club house, children play area, amphitheatre with party lawn, Jogging Track, Meditation Center, ample car parking, basket ball court, library, temple.

PROJECT "ARIHANT ARSHIYA"

This residential project named as "Arihant Arshiya" is situated at Khalapur, Khopoli. This project consists of 1600 flats approx having 20 acres land area. The construction of project is in full swing. Arihant Arshiya is a ground 3 storey tower comprising elegant IRK, IBHK, 2BHK flats. The project is having internal & external amenities such as swimming pool, library, children play area, health club, gymnasium, landscape garden, indoor game room, power backups for lifts, Ganesh temple, complex owned shuttle bus service.

PROJECT "ARIHANT ANMOL"

This is a residential project located at Jouveli Badlapur (E). Anmol project consist of 650 flats having 7 acres land area. The land has been conveyed in the name of Arihant Vatika Realty Pvt Ltd. The construction is in full swing. The project has internal & external amenities such as intercom facility, granite top kitchen platform swimming pool, children game room, health club, gymnasium, landscape garden, indoor game room, power backups for lifts.

PROJECT " ARIHANT AMISHA"

This residential project named as "Arihant Amisha" situated at Wawanje Taloja, Panvel. This project consists of 700 flats having 8 acres land area. The construction of the project is started in full swing. The project has various amenities such as intercom facility, Ganesh Temple, Swimming Pool, Health Club with Gymnasium & Steam Room, Community hall, library, external camera for security check, beautiful landscaped garden etc.

PROJECT "ARIHANT ALOKI"

This residential project named as "Arihant Aloki" situated at Bhisegaon Karjat (W). This project consists of 450 flats having 5 acres land area. The project is just launched. Arihant Aloki is a stilt I0 storey tower comprising elegant IBHK, 2BHK & 3BHK flats. The project has internal & external amenities such as intercom facility, granite top kitchen platform, burner gas hob & chimney, swimming pool, Ganesh temple, children play area, health club, gymnasium, landscape garden, indoor game room, power backups for lifts.

SUBSIDIARIES:

Details of the subsidiaries and their business operations during the year under review are covered in the Management''s Discussion and Analysis Report.

All the subsidiary companies are non-material, non-listed subsidiary companies as defined under Clause 49 of the Listing Agreements entered into with the stock exchanges. A statement pursuant to Section 129 (3) of the Companies Act, 2013 relating to the subsidiary companies is attached to the accounts. There has been no material change in the nature of the business of the subsidiaries.

In accordance with the General Circular No. 2/2011 dated 08th February, 2011 under Section 212(8) of the Companies Act, 1956 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss account and other documents of the subsidiary are not being attached with the Balance Sheet of the Company. However, the financial information has been annexed and disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related details information to any member of the company who is interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection at the Registered Office of the company and that of the respective subsidiary companies. The consolidated financial statement presented by the company includes the financial results of the subsidiary companies.

The Statement pursuant to section 212 of the Companies Act, 1956 containing details of the Company''s subsidiaries is attached.

LISTING:

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable listing fees to the above stock exchange up to date. The Company''s Equity Shares are also traded in the dematerialised segment for all investors and the Company has entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2014 is annexed hereto.

BOARD OF DIRECTORS:

Your Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. During the year under review, there has been no change in the composition of the Board of Directors from the previous Annual General Meeting, till the current one.

The current composition of the Board of Directors is as follows:

Sr. No Name of the Director Designation on the Board

1 Mr. Ashok B. Chhajer Chairman and Managing Director

2 Mr. Nimish Shah Whole-time Director

3 Mr. Dinkar Samant Whole-time Executive Director

4 Mr. Virendra Kumar Mital Non Executive Independent Director

5 Mr. Dinesh Chandra Babel Non Executive Independent Director

6 Mr. Vinayak Nalavde Non Executive Independent Director

The Company had, pursuant to the provisions of the Clause 49 of the Listing Agreement entered into with Stock Exchange, appointed Mr. Dinesh Babel, Mr. Virendra Kumar Mital and Mr. VinayakNalavde as the Independent Directors of the Company. As per the section 149(4) of the Companies Act, 2013, (Act), which came into effect from 01st April, 2014 , every listed public company is required to have atleast l/3rd of the total number of the directors as Independent Directors. In accordance with the provisions of Section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of the appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Dinkar Samant and Mr. Nimish Shah are Whole-time Executive Directors of the Company, who have contributed immensely in the expansion and continual growth of the business of the Company. The Board, on the recommendations of the Nomination & Remuneration Committee, proposes to increase their remuneration for the Financial Year 2014-15. The details pertaining to these Directors are stated in the Notice and the Explanatory Statement to the Notice. All additional disclosures required under Schedule V to the Act have been made in the Corporate Governance Report.

On account of the requirement of Section 152 of the Companies Act, 2013 and the Articles of Association, Mr. Nimish Shah is liable to retire by rotation at the ensuing Annual General meeting and being eligible, offer himself for reappointment.

The Board recommends the re-appointment and appointment of all the above Directors.

COMMITTEE OF THE BOARD OF DIRECTORS:

In pursuance of the Clause 49 of the Listing Agreement, the Company is required to have certain mandatory committees. In addition to those, the Company has certain non-mandatory Committee of the Board of Directors. The details of the Committee of Directors as on 31st March, 2014 are as follows:

Name of the Committee Current Constitution of the Committee

Audit Committee 1 Mr. Dinesh Chandra Babel (Chairman)

2 Mr. Virendra Kumar Mital

3 Mr. Vinayak Nalavde

4 Mr. Dinkar Samant

Nomination & Remuneration Committee 1 Mr. Vinayak Nalavde (Chairman)

2 Mr. Dinesh Chandra Babel

3 Mr. Virendra Kumar Mital

Stakeholders Grievance Committee 1 Mr. Virendra Kumar Mital (Chairman)

(Stakeholder Relationship Committee) 2 Mr. Dinesh Chandra Babel

3 Mr. Vinayak Nalavde

Executive Committee 1 Mr. Ashok Chhajer (Chairman) (Non Mandatory Committee) 2 Mr. Nimish Shah

3 Mr. Dinkar Samant

Share Transfer Committee 1 Mr. Ashok Chhajer (Chairman)

2 Mr. Nimish shah

3 Mr. Dinkar Samant

Business Planning & Development Committee 1 Mr. Ashok Chhajer (Chairman) (Non Mandatory Committee) 2 Mr. Vinayak Nalavde

3 Mr. Dinesh Babel

The Company Secretary is the Secretary for all mandatory Committees.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 2I7 (2AA) of the Companies Act, I956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in preparation of the annual accounts for the financial year ended 3Ist March, 20I4, the appropriate accounting standards have been followed;

(ii) that Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

AUDITORS :

M/s Kailash Chand Jain & Co. Chartered Accountants, who are the statutory auditors of the company hold office till the conclusion of the forthcoming Annual General Meeting (AGM) and are eligible for re-appointment . Pursuant to the provisions of Section 139 of the Companies Act, 2013, and the Rules framed thereunder, it is proposed to appointed M/s Kailash Chand Jain & co, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till conclusion of the AGM to be held in the year 2018, subject to ratification of their appointment at every AGM.

AUDITORS REPORT:

The Notes to Accounts referred to in the Auditor''s report are self-explanatory and do not require any further comments.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The management continuously reviews the internal control systems and procedures for the efficient conduct of the Company''s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard the Company''s assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards

COST AUDITOR:

As per the Order of the Central Government and in pursuance of section 148 of the Companies Act, 2013, your Company carries out an audit of its cost records. The Board proposes to appoint Mr. VinodSubramanium , Cost Accountant as the Cost Auditors of the Company for the upcoming Financial Year, subject to the Central Government Approval, as required. As per the section, the remuneration of the Cost Auditor is required to be approved by the Shareholders, and hence the resolution for the same is being proposed in the 31st AGM.

FIXED DEPOSIT:

The Company has not invited or accepted any fixed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

CORPORATE GOVERNANCE:

The Company adheres to sound Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Management Discussion and Analysis Report as well as report on Corporate Governance as of 31st March 2014 are attached hereto as a part of this Annual Report.

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best Corporate Governance practices as prevalent in the country. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

The requisite Certificate from M/s. D. A. Kamat & Co., Practising Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In the year 20I3-I4, we have continued the CSR philosophy that Children''s are the future of the society and they need to be nurtured with education. Thus our major CSR activity focuses on the "Child Education" and we have extended our CSR activities from school to college.

Youth of today needs to have overall 360 degree development to face today''s competitive world. Along with Technical Education one needs to sharpen on the soft skills and personality development for the challenges of corporate world. We supported Jai Narain Vyas University, Jodhpur for the construction of the Dias & Amphi theatre for Community Ground and this would go in long run for the students who conduct various co- curricular activities for their development & the College Cultural Committee for various cultural programs & events.

We also contributed towards the CM Relief fund, Rajasthan by donating equivalent amount of the money collected from the auction of drawing and paintings by kids held at a function "The Expressions" at Arihant Adita, Jodhpur.

PARTICULARS OF EMPLOYEES:

During the financial year 20I3-20I4, no employee of the Company has been paid remuneration in excess of prescribed limit under Section 2I7(2A) of the Companies Act, I956 read with the Companies (Particulars of Employees) Rules, I975.

INVESTORS'' RELATION AND GRIEVANCES

Investors'' relations have been cordial during the year. As a part of compliance, the Company has formed Shareholders'' and Investors'' Grievance Committee to deal with the issues relating to investors. During the year under review, the company has received one (I) complaint/grievance which was resolved by the company. Thus, there were no investors'' grievances pending as on 3Ist March, 20I4. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent. The Company has a dedicated e-mail address [email protected] for communication with the Investors.

ACCOUNTING STANDARDS AND CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standards, issued by the Institute of Chartered Accountants of India, which forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The particulars as prescribed under Section 2I7(I) (e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, I988, are set out in the Annexure ''A'' forming part of this report.

PERSONNEL:

The Company is professionally managed and has very cordial relationship with all its employees. Highly qualified and experienced personnel from the field of engineering, finance and administration & sales assist the top level management. Your Directors wish to place on record their appreciation for the co-operation and support received from employees towards the growth and prosperity of your Company and look forward to their continued support.

ACKNOWLEDGEMENTS:

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

By Order of The Board, Arihant Superstructures Limited

Sd/- Place : Navi Mumbai Ashok B. Chhajer Date : 05/08/2014 Chairman & Managing Director

---

Mar 31, 2013

The Directors have pleasure in presenting the 30th Annual Report of the Company for the Financial Year ending on 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

FINANCIAL RESULTS 2012-2013 2011-2012

(Consolidated) (standalone) (Consolidated) (standalone)

Sales and Other Income 7163.19 7844.14 6891.13 6883.46

Profit before interest, depreciation & tax 924.16 1601.49 1700.13 1695.39

Interest 937.70 842.77 484.13 484.17

Depreciation 37.39 33.26 29.18 28.01

Profit/ (Loss) before Tax (50.93) 725.47 1186.78 1183.21

Provision for Tax 237.40 234.62 383.12 382.78

Profit/ (Loss) after Tax (288.33) 490.85 803.66 800.43

Profit/(Loss) for the year (287.83) 490.85 803.66 800.43

Add: Balance of Profit and Loss Account 966.64 1379.71 677.51 676.91

Share of Minority 0.51 - 1.27 -

Profit available for Appropriation 678.81 1870.56 1479.90 1477.33

Less : Appropriation

Proposed Equity Dividend 82.32 82.32 82.31 82.32

Tax on Proposed Equity Dividend 13.35 13.35 13.35 13.35

Less/Add: Earlier year provisions - - 1.95 1.95

Balance of profit carried to Balance Sheet 583.14 1774.88 1382.27 1379.71

During the year under review, your Company''s total income has been registered at Rs. 7884.14 lacs in comparison of Rs. 6883.46 lacs of the previous financial year. The profit after tax (PAT) has been registered at Rs. 490.85 lacs in comparison of Rs.800.43 lacs of the previous financial year.

RESERVES AND DIVIDEND:

The Board of Directors has recommended a Final Dividend of Rs. 0.20 per Equity Share for the financial year ending on 31st March 2013. The Board has transferred an amount of Rs. 82.32 Lacs to the General Reserves Account, out of the amount available for appropriation.

OPERATIONS REVIEW:

PROJECT "ARIHANT AMODINI"

This is a residential project located at Taloja (Navi Mumbai). Amodini consists of approximately 126 flats, having approximately 1.36 lacs sq. ft. developable / saleable area. Arihant Amodini consists a stilt 22 Storied Tower comprising elegant 2BHK. The land has been conveyed in the name of Arihant Superstructures Limited by way of Tripartite Agreement. 90% construction activities are completed. The project has internal & external amenities such as intercom facility, UPVC sound resistance French windows, velvet touch paint with POP in all rooms, children play area, health club, gymnasium, landscape garden, power backups for lifts, indoor game room & library.

PROJECT " ARIHANT ARHAM"

The residential project is located on the picturesque Panvel- Matheran Road, Koproli, Panvel. The project consists of 32 building having 501 flats approx. The project is completed. Arihant Arham is a stilt 4 storey tower comprising elegant IBHK & 2BHK with recreational facilities on the riverside park. The project has internal & external amenities such as intercom facility, granite top kitchen platform, elegant entrance lobby, landscapes garden with water fountains, swimming pool, gymnasium with club house, children play area, amphitheatre with party lawn, Jogging Track, Meditation Center, ample car parking, basket ball court, external camera for security checks, temple.

PROJECT "ARIHANT AAROHI"

This is a residential project located at Kalyan Shil Road, Navi Mumbai. Arihant Aarohi consists of approximately 180 flats, having approximately 3.5 acres land area. Arihant Aarohi consists a stilt 15 storeyed tower comprising elegant 1BHK & 2BHK. Construction is in full swing. The project has internal & external amenities such as Intercom facility, UPVC sound resistant french windows, granite top kitchen platform, swimming pool, library, children play area, health club, gymnasium, landscape garden, indoor game room, power backups for lifts.

PROJECT "ARIHANT ADITA"

The residential project is situated at Pal Road, Gangana, Jodhpur (Rajasthan) and is just 1 km from the National Highway. This is first of its type high rise Residential project in Jodhpur. The project will provide the people of Jodhpur all state of the art facilities and amenities, forming part of the similar projects in Mumbai and other Metro cities only, which is till now only a dream to the people of Jodhpur. The project has amenities such as Swimming Pool, Badminton Court, Basket Ball Court, Kids Play Room, Amphitheatre, Garden Lawn, Steam Room, Gymnasium, etc. to name a few.

PROJECT "ARIHANT AYATI"

The residential project named as "Arihant Ayati" is situated at Devnagar, Jodhpur (Rajasthan). This Project is stilt 16 storied Towers consisting 3 BHK Super Luxurious Flats having the Internal and External Amenities like swimming pool, Health Club with Gymnasium & stem room, Green concept at Top Terrace for cool temperature and External Texture with pure Acrylic Paint etc.

PROJECT "ARIHANT AGRIMA"

The Company has got an Affordable Housing Project at Jodhpur named "Arihant Agrima". This project is on a Public Private Partnership with the "Jodhpur Development Authority (JDA)" Jodhpur, Rajasthan, won through Tender process.

PROIECTS UNDER SUBSIDIARIES:

PROJECT "ARIHANT AKANKSHA"

This is a residential project located at Panvel, Navi Mumbai. The project consists of 8 Buildings having 2200 flats approx. Arihant Akanksha a stilt podium 27 storey tower comprising elegant 2BHK & 3BHK & 4BHK apartments. The project having internal & external amenities such as intercom facility, Velvet touch paint with POP in all rooms granite top kitchen platform, elegant entrance lobby, 4 high speed lifts in each building, business lounge, landscapes garden with water fountains, swimming pool, gymnasium with club house, children play area, amphitheatre with party lawn, Jogging Track, Meditation Center, ample car parking, basket ball court, external camera for security checks, temple.

PROJECT "ARIHANT ARSHIYA"

This residential project named as "Arihant Arshiya" is situated at Khalapur, Khopoli. This project consists of 1600 flats approx having 23 acres land area. The construction of project is in full swing. Arihant Arshiya is a part stilt 3 storey tower comprising elegant IRK, IBHK, 2BHK flats. The project is having internal & external amenities such as swimming pool, library, children play area, health club, gymnasium, landscape garden, indoor game room, power backups for lifts, Ganesh temple, complex owned shuttle bus service.

PROJECT "ARIHANT ANMOL"

This is a residential project located at Jouveli Badlapur (E). Anmol project consist of 650 flats having 7 acres land area. The land has been conveyed in the name of Arihant Superstructures Limited. The construction is in full swing. The project has internal & external amenities such as intercom facility, granite top kitchen platform swimming pool, library, children play area, health club, gymnasium, landscape garden, indoor game room, power backups for lifts.

PROJECT " ARIHANT AMISHA"

This residential project named as "Arihant Amisha" situated at Wawanje Taloja, Panvel. This project consists of 700 flats having 20 acres land area. The construction of the project is started in full swing. The project has various amenities such as intercom facility, air conditioner in each flat, Ganesh Temple, Swimming Pool, Health Club with Gymnasium & Steam Room, Community hall, cum social activity center & library, external camera for security check, air conditioner in each flat, beautiful landscaped garden etc.

PROJECT "ARIHANT ALOKI"

This residential project named as "Arihant Aloki" situated at Bhisegaon Karjat (W). This project consists of 232 flats having 5 acres land area. The project is just launched. Arihant Aloki is a stilt 4 storey tower comprising elegant IBHK & 2BHK flats. The project has internal & external amenities such as intercom facility, granite top kitchen platform, burner gas hob & chimney, swimming pool, Ganesh temple, children play area, health club, gymnasium, landscape garden, indoor game room, power backups for lifts.

SUBSIDIARIES:

During the year under review,

a) Arihant Technoinfra Private Limited and Arihant Aashiyana Private Limited have become the subsidiaries of the Company w.e.f. 17th September, 2012. Arihant Aashiyana Private Limited is engaged in the business of construction and real estate activities and Arihant Technoinfra Private Limited is engaged in the business of production of AAC Block.

b) Adeshwar Realty Private Limited, Arihant Abode Limited, Arihant Vatika Realty Private Limited and Arihant Gruhnirman Private Limited continued to be the subsidiaries of the Company.

All the subsidiary companies are non-material, non-listed subsidiary companies as defined under Clause 49 of the Listing Agreements entered into with the stock exchanges. A statement pursuant to Section 212(2) of the Companies Act,I956 relating to the subsidiary companies is attached to the accounts.

In accordance with the General Circular No. 2/2011 dated 08th February, 2011, under Section 212(8) of the Companies Act, 1956 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss account and other documents of the subsidiary are not being attached with the Balance Sheet of the Company. However, the financial information has been annexed and disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related details information to any member of the company who is interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection at the Registered Office of the company and that of the respective subsidiary companies. The consolidated financial statement presented by the company includes the financial results of the subsidiary companies.

Details of the subsidiaries and their business operations during the year under review are covered in the Management''s Discussion and Analysis Report.

LISTING:

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable listing fees to the above stock exchange up to date. The Company''s Equity Shares are also traded in the dematerialised segment for all investors and the Company has entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2013 is annexed hereto.

BOARD OF DIRECTORS:

Your Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. During the year under review, there has been no change in the composition of the Board of Directors from the previous Annual General Meeting, till the current one.

The current composition of the Board of Directors is as follows:

Sr. No Name of the Director Designation on the Board

1 Mr. Ashok B. Chhajer Chairman and Managing Director

2 Mr. Nimish Shah Whole-time Director

3 Mr. Dinkar Samant Whole-time Executive Director

4 Mr. Virendra Kumar Mital Non Executive Independent Director

5 Mr. Dinesh Chandra Babel Non Executive Independent Director

6 Mr. Vinayak Nalavde Non Executive Independent Director

On account of the requirement of Section 255 of the Companies Act, 1956 and the Articles of Association, Mr. Vinayak Nalavde and Mr. Dinesh Chandra Babel are liable to retire by rotation at the ensuing Annual General meeting and being eligible, offer themselves for reappointment. The Board recommends their reappointment.

COMMITTEE OF THE BOARD OF DIRECTORS:

In pursuance of the Clause 49 of the Listing Agreement, the Company is required to have certain mandatory committees. In addition to those, the Company has certain non-mandatory Committee of the Board of Directors. The details of the Committee of Directors as on 31.03.2013 are as follows:

Name of the Committee Current Constitution of the Committee

Audit Committee 1 Mr. Dinesh Chandra Babel (Chairman)

2 Mr. Virendra Kumar Mital

3 Mr. Vinayak Nalavde

4 Mr. Dinkar Samant

Remuneration Committee 1 Mr. Vinayak Nalavde (Chairman)

2 Mr. Dinesh Chandra Babel

3 Mr. Virendra Kumar Mital

Shareholders Grievance Committee 1 Mr. Virendra Kumar Mital (Chairman)

2 Mr. Dinesh Chandra Babel

3 Mr. Vinayak Nalavde

Executive Committee 1 Mr. Ashok Chhajer (Chairman) (Non Mandatory Committee) 2 Mr. Nimish Shah

3 Mr. Dinkar Samant

Share Transfer Committee 1 Mr. Ashok Chhajer (Chairman)

2 Mr. Nimish shah

3 Mr. Dinkar Samant

Business Planning & Development Committee 1 Mr. Ashok Chhajer (Chairman) (Non Mandatory Committee) 2 Mr. Vinayak Nalavde

3 Mr. Dinesh Babel

The Company Secretary is the Secretary for all mandatory Committees.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 2I7 (2AA) of the Companies Act, I956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in preparation of the annual accounts for the financial year ended 3Ist March, 20I3, the appropriate accounting standards have been followed;

(ii) that Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, I956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 3Ist March, 20I3 on a going concern basis.

AUDITORS :

M/s T. N. Gala & Associates, Chartered Accountants, being the Statutory Auditors of the Company, who retire at the conclusion of this Annual General Meeting, have showed their unwillingness to be re-appointed as the Statutory Auditor of the Company.

The Special Notice u/s 190 of the Companies Act, 1956 has been received by the Company from a member of the Company, recommending the appointment of M/s Kailash Chand Jain & Co, Chartered Accountants, Mumbai as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

M/s Kailash Chand Jain & Co. Chartered Accountants, will be appointed as Statutory Auditors of the Company subject to approval of the members in the ensuing Annual General Meeting.

The company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(IB) of the Companies Act, 1956 and they are not disqualified for the appointment within the meaning of section 226 of the Act.

AUDITORS REPORT:

The Notes to Accounts referred to in the Auditor''s report are self-explanatory and do not require any further comments.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The management continuously reviews the internal control systems and procedures for the efficient conduct of the Company''s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard the Company''s assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards

FIXED DEPOSIT:

The Company has not invited or accepted any fixed deposits during the year under review pursuant to section 58A of the Companies Act, I956 and the Companies (Acceptance of Deposit) Rules, I975.

UTILIZATION OF PROCEEDS OF RIGHTS ISSUE AND PREFERENTIAL ISSUE:

The company has raised Rs.I646.40 lacs by way of Rights Issue in the financial year 20II-I2. However, an amount of Rs 606.38 lacs was kept in fixed deposit; pending utilization.The whole amount has been utilized as per the object of the Right Issue in the financial year 20I2-I3.

CORPORATE GOVERNANCE:

The Company adheres to sound Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Management Discussion and Analysis Report as well as report on Corporate Governance as of 3Ist March 20I3 are attached hereto as a part of this Annual Report.

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best Corporate Governance practices as prevalent in the country. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

The requisite Certificate from M/s. D. A. Kamat & Co., Practising Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review your Company has been involved in the Corporate Social Responsibility activity. You will be happy to know that your company has donated Rs. 20 lacs approx. towards construction of school and welfare activities of the students in Navi Mumbai region. A pre-primary school has also been set up on construction site in Jodhpur, Rajasthan for the education of children of construction labourers. The Company is also constructing an auditorium in MBM Engineering College at Jodhpur at the estimated cost of Rs. I0 lacs for the benefit of engineering college students. The management continues to fulfill its social responsibility towards society on an ongoing basis in whatever best possible manner.

PARTICULARS OF EMPLOYEES:

During the financial year 20I2-I3, no employee of the Company has been paid remuneration in excess of prescribed limit under Section 2I7(2A) of the Companies Act, I956 read with the Companies (Particulars of Employees) Rules, I975.

INVESTORS'' RELATION AND GRIEVANCES

Investors'' relations have been cordial during the year. As a part of compliance, the Company has formed Shareholders'' and Investors'' Grievance Committee to deal with the issues relating to investors. During the year under review, the company has received one (I) complaint/grievance which was resolved by the company. Thus, there were no investors'' grievances pending as on 3Ist March, 20I3. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent.

ACCOUNTING STANDARDS AND CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standards, issued by the Institute of Chartered Accountants of India, which forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The particulars as prescribed under Section 2I7(I) (e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, I988, are set out in the Annexure ''A'' forming part of this report.

PERSONNEL:

The Company is professionally managed and has very cordial relationship with all its employees. Highly qualified and experienced personnel from the field of engineering, finance and administration & sales assist the top level management. Your Directors wish to place on record their appreciation for the co-operation and support received from employees towards the growth and prosperity of your Company and look forward to their continued support.

ACKNOWLEDGEMENTS:

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

By Order Of The Board,

Arihant Superstructures Limited

Sd/-

Place: Navi Mumbai Ashok Chhajer

Date: 13th August, 2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report of the Company for the Financial Year ending on 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2011-20121 2010-2011 2011-2012 2010-2011 (standalone)(standalone)(Consoli dated) (Consolidated)

Sales and Other Income 6883.46 1042177 68903 1043201

Profit before interest, depreciation & tax 1695.39 1267.72 1700.13 1270.78

Interest 48417 17175 48413 17196

Depreciation 28.01 14.96 29.18 15.95

Profit/ (Loss) before Tax 1183.21 1081.01 1186.78 1082.87

Provision for Tax 382.78 355.17 383.12 356.05

Profit/ (Loss) after Tax 800.43 725.83 803.66 726.82

Profit/(Loss) for the year 800.43 725.83 803.66 726.82

Add: Balance of Profit and Loss Account 676.91 46.99 677.51 46.99

Share of Minority - - 1.27 69

Profit available for Appropriation 1477.33 772.82 1479.90 773.43

Less: Appropriation Proposed Equity Dividend 82.32 82.32 82.31 82.32

Tax on Proposed Equity Dividend 13.35 13.67 13.35 13.67

Less/Add: Earlier year Provisions 1.95 .07 1.95 .07

Balance of profit carried to Balance Sheet 1379.71 676.91 1382.27 677.51

During the year under review, your company's total income has been registered Rs. 6883.46 lacs in comparison of Rs. 10,421.77 lacs of previous financial year. The profit after tax (PAT) has been registered Rs. 800.43 lacs in comparison of Rs. 725.83 lacs of previous financial year.

RESERVES AND DIVIDEND:

The Board of Directors has recommended a Final Dividend of Rs. 0.20 per equity share for the financial year ending on 31st March, 2012. There are no transfers to the General Reserves for the financial year under review.

OPERATIONS REVIEW:

PROJECT "ARIHANT ADITA"

The project is situated at Pal Road, Gangana, Jodhpur (Rajasthan) and is just 1 km from the National Highway. This is first of its type high rise Residential project in Jodhpur. The project will provide the people of Jodhpur all state of the art facilities and amenities, forming part of the similar projects in Mumbai and other Metro cities only, which is till now only a dream to the people of Jodhpur. The project has amenities such as Swimming Pool, Badminton Court, Basket Ball Court, Kids Play Room, Amphitheatre, Garden Lawn, Steam Room, Gymnasium, etc. to name a few.

PROJECT "ARIHANT AYATI"

The project named as "Arihant Ayati" is situated at Devnagar, Jodhpur (Rajasthan). This Project is a high rise residential project consisting of 3 BHK Super Luxurious Flats having the Internal and External Amenities like swimming pool, Health Club with Gymnasium & stem room, Green concept at Top Terrace for cool temperature and External Texture with pure Acrylic Paint etc.

PROJECT "ARIHANT AGRIMA"

The company has got an Affordable Housing Project at Jodhpur named "Arihant Agrima”. This project is on a Public Private Partnership with the "Jodhpur Development Authority (JDA)" Jodhpur, Rajasthan, won through Tender process.

PROJECT "ARIHANT ABHILASHA"

This residential project is situated at Plot No.10, Sector 35H, Kharghar, Navi Mumbai at a premium location near Central Park and Golf Course. The land has been conveyed in the name of Arihant Superstructures Limited by way of Tripartite Agreement. The Project is virtually completed, we have applied for occupation certificate and the same is expected in next 2-3 months.

PROJECT "ARIHANT ARHAM"

On this residential project at Panvel, the construction activities for 31 buildings have been started. Multiple contractors and agencies have been engaged and marketing strategies have been successfully designed. Currently on 10 buildings work is running & on 12 building 70-80% of the work has been completed. Lift installation work has been started on completed buildings.

PROJECT "ARIHANT AMODINI"

This is a residential project located at Taloja (Navi Mumbai). Amodini will consist of approximately 126 flats, having approximately 1.36 lacs sq. ft. developable / saleable area. The land has been conveyed in the name of Arihant Superstructures Limited by way of Tripartite Agreement The construction activities is going on in full swing and the 12th slab is ongoing. We are providing the external amenities and the roof top terrace i.e. 23rd floor.

PROJECTS UNDER SUBSIDIARIES:

PROJECT "ARIHANT AKANKSHA"

This residential project is located at Panvel, Navi Mumbai. The Project is under approval stage and will approximately have 40 lacs sq. ft. of developable / saleable area. The project is proposed to be under Rental Housing Scheme of MMRDA. The Project is under planning stage shall comprise of approximately 3000 units with all modern amenities. It has a close proximity from the proposed international Airport.

PROJECT "ARIHANT ANMOL"

This is a residential project located at Jouvelli, Thane. With approximately 3.25 lacs sq. ft. of developable/ saleable area, It's a mini township with 600 units.

"PROJECT ARIHANT ARSHIYA”

This is a residential project located at Khopoli, the project has easy entry and exit access from Mumbai Pune Expressway at Khalapur toll naka, Arshiya is a thoughtfully planned residence consisting 1600 flats. The Project is recently launched and is in approval stage.

SUBSIDIARIES:

During the year under review,

(a) Arihant Gruhnirman Private Limited has become a subsidiary of the Company. Arihant Gruhnirman Private Limited is in the business of realty and constructions;

(b) Arihant Abode Limited, Arihant Vatika Realty Private Limited and Adeshwar Realty Private Limited continued to be the subsidiaries of the Company.

All the subsidiary companies are non-material, non-listed subsidiary companies as defined under Clause 49 of the Listing Agreements entered into with the stock exchanges. A statement pursuant to Section 212(2) of the Companies Act, 1956 relating to the subsidiary companies is attached to the accounts. As required under Section 212, the Audited Balance Sheet as at 31st March, 2012 and Profit and Loss Account for the Financial year ending on that date along with reports of the Auditors' and Directors' thereon is annexed and form part of the Annual Report.

As required under the Listing Agreement with the Stock exchanges, a consolidated financial statement of the Company and all its subsidiaries are attached to the Balance Sheet. The consolidated Financial Statements are prepared in accordance with AS 21 and AS 23.

LISTING:

The Equity shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable listing fees to the above stock exchanges up to date. The Company's Equity shares are also traded in the dematerialized segment for it's investors and the Company has entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2012 is annexed hereto.

BOARD OF DIRECTORS:

Your Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. There have been changes in the composition of the Board of Directors from the previous Annual General Meeting, till the current one.

The current composition of the Board of Directors is as follows:

Sr. Name of the Director Designation on the Board No

1. Mr. Ashok B. Chhajer Chairman and Managing Director

2. Mr. Nimish Shah Whole-time Executive Director

3. Mr. Virendra Kumar Mital Non Executive Independent Director

4. Mr. Dinesh Chandra Babel Non Executive Independent Director

5. Mr. Vinayak V. Nalavde Non Executive Independent Director

6. Mr. Dinkar P. Samant Whole-time Executive Director

On account of the requirement of Section 255 and Articles of Association, Mr. Virendra Mital is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his re-appointment.

During the period under review, the composition of the Board underwent the following changes:

During the year there was sad demise of Mr. Anant Karweer, Director of company on 01/12/2011. The Board would like to place on record it's appreciation towards the contribution and guidance received from Mr. Anant Karweer during his tenure. Mr. Vinayak Vaman Nalavde and Mr. Dinkar Samant were appointed during the period as Additional Directors. Due notice U/s 257 has been received from the members for their appointment as Directors on the Board of the Company. Mr. Dinkar Samant is also proposed to be appointed as a Whole-time Executive Director on the Board, in terms of the conditions as set out in the Notice of the AGM. The Board recommends their appointment on the Board.

During the period under review, Mr. Varaprasad Atluri, Non-Executive Director resigned from the Directorship on account of his pre-occupation. The Board would like to place on record it's appreciation towards the contribution and guidance received from Mr. Varaprasad Atluri during his tenure.

COMMITTEE OF THE BOARD OF DIRECTORS:

In pursuance of the Clause 49 of the Listing Agreement, the Company is required to have certain mandatory committees. In addition to those, the Company has certain non-mandatory Committee of the Board of Directors. The details of the Committees of Board of Directors as on 4th August, 2012 are as follows:

Name of the Committee Current Constitution of the Committee

Audit Committee 1. Mr. Dinesh Chandra Babel (Chairman) 2. Mr. Virendra Kumar Mital 3. Mr. Vinayak V. Nalavde

Remuneration Committee 1. Mr. Vinayak V. Nalavde (Chairman)

2. Mr. Dinesh Chandra Babel

3. Mr. Virendra Mital

Shareholders Grievance Committee 1. Mr. Virendra Kumar Mital (Chairman)

2. Mr. Vinayak V. Nalavde

3. Mr. Dinesh Chandra Babel

Executive Committee 1. Mr. Ashok Chhajer (Chairman)

(Non Mandatory Committee) 2. Mr. Nimish Shah

3. Mr. Dinkar Samant

Share Transfer Committee 1. Mr. Ashok Chhajer (Chairman)

2. Mr. Nimish shah

3. Mr. Dinkar Samant

Name of the Committee Current Constitution of the Committee

Business Planning & Development 1. Mr. Ashok Chhajer (Chairman)

Committee 2. Mr. Vinayak V. Nalavde (Non Mandatory Committee)_ 3. |Mr. D^h Babel

The Company Secretary is the Secretary for all mandatory Committees.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in preparation of the annual accounts for the financial year ended 31st March, 2012, the appropriate accounting standards have been followed;

(ii) that Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

AUDITORS AND AUDITORS REPORT:

M/s T. N. Gala & Associates, Chartered Accountants, being the Statutory Auditors of the Company, retire at the conclusion of this Annual General Meeting. Being eligible, they have offered themselves for re-appointment. The appointment has been recommended by the Audit Committee. The Board of Directors recommends their re- appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for the reappointment with in the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors' report are self-explanatory and do not call for any further comments. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The management continuously reviews the internal control systems and procedures for the efficient conduct of the Company's business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard the Company's assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.

FIXED DEPOSIT:

The Company has not invited or accepted any fixed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

UTILIZATION OF PROCEED OF PREFERENTIAL ISSUE:

During the year the amount raised through preferential Issue has been fully utilized as per the object of the Issue. RIGHT ISSUE 2012:

During the year the Company had filed Letter of Offer with SEBI for the issue on Rights Basis of 1,37,19,997 Equity Shares of Rs. 10/- each at the Rs. 12/- (inclusive of Rs. 2/- per shares as premium). The details of Right Issue are as follow:

Particular Details

Right Issue Open: 11th May, 2012

Last date for request of Split 18th May, 2012

Right Issue Close:__28th May, 2012_

Issue Price Rs. 12/- per share (inclusive of Rs. 2 per share as premium)

Subscribed: 1.06 times

Allotment Date 31st May, 2012

Listing Approval 01st June, 2012

Trading Approval 07th June, 2012

The Company has raised Rs. 1646.40 lacs from the above Rights Issues on 28th May, 2012. Rs. 1040.02 Lacs has been utilized as per the object of the Rights Issue and remaining Rs. 606.38 Lacs has been kept in fixed deposit, pending further utilization.

CORPORATE GOVERNANCE AND REPORT THEREON:

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best Corporate Governance practices as prevalent in the country. The Report on Corporate Governance as of 31st March, 2012 as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

The Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement with the Stock Exchanges, form a part of Corporate Governance Report.

The requisite Certificate from, M/s. D. A. Kamat & Co, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Annual Report.

PARTICULARS OF EMPLOYEES:

During the financial year 2011-12, no employee of the Company has been paid remuneration in excess of prescribed limit under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

INVESTORS' RELATION AND GRIEVANCES:

Investors' relations have been cordial during the year. As a part of compliance, the Company has formed Shareholders' and Investors' Grievance Committee to deal with the issues relating to investors. There were no investors' grievances pending as on 31st March, 2012. A confirmation to this effect has been received from the Company's Registrar and Share Transfer Agent.

ACCOUNTING STANDARDS AND CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standards AS-21, and 23, issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The particulars as prescribed under Section 217(1) (e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure ‘A' forming part of this report.

PERSONNEL:

The Company is professionally managed and has very cordial relationship with all its employees. Qualified and experienced personnel from the field of engineering, finance and administration & sales assist the top level management. Your Directors wish to place on record their appreciation for the co-operation and support received from employees towards the growth and prosperity of your Company and look forward to their continued support.

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

Sd/-

Date: 04th August, 2012 Ashok B. Chhajer

Place: Navi Mumbai Chairman & Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting the 28th Annual Report of the Company for the Financial Year ending on 31st March 2011.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2010-2011 2009-2010 2010-2011 2009-2010 (standalone) (standalone)(Consolidated) (Consoli dated)

Sales and Other Income 10777.28 2706.47 11190.68 2792.08

Profit before interest, depreciation & tax 1267.72 295.57 1270.78 315.17

Interest 171.75 93.67 171.96 112.89

Depreciation 14.96 2.60 15.95 2.60

Profit/(Loss) before Tax 1081.01 199.29 1082.87 199.68

Provision for Tax (345.00) (68.32) (345.09) (68.44)

Profit/ (Loss) after Tax 736.01 130.97 737.78 131.24

Prior Period Adjustments - - - - and Extraordinary Items

Profit/(Loss) for the year 736.01 130.97 737.78 131.24

Add: Balance of Profit and Loss Account 46.99 4.53 46.99 4.55

Profit available for Appropriation 783.00 135.50 784.77 135.79

Less: Appropriation

Transfer to General Reserve 10.17 1.12 10.68 1.30

Proposed Equity Dividend 82.32 74.70 82.32 74.70

Tax on Proposed Equity Dividend 13.67 12.69 13.67 12.70

Share of Minority - - .69 .10

Add: Excess Dividend Provision Written Off .07 - .07 -

Balance of profit carried to Balance Sheet 676.91 46.99 677.48 46.99

During the year under review, your companys total income has been registered Rs. 10,777.28 lacs in comparision of Rs. 2,706.47 lacs of Previous financial year. The profit after tax (PAT) has been registered Rs. 736.01 lacs in comparision of Rs. 130.97 lacs of Previous financial year.

RESERVES AND DIVIDEND:

The Board of Directors has recommended a Final Dividend of Rs. 0.30 per equity share for the financial year ending on 31st March 2011.

In addition to the above, the Board proposes to transfer an amount of Rs. 10,17,390/ - to the General Reserves Account, out of the amount available for appropriation

OPERATIONS REVIEW:

LAUNCHES IN CITY OF JODHPUR, RAJASTHAN:

Over the years, Jodhpur has evolved into a major Business and Industrial center. The major industries are Textiles, Handicrafts, Gaur Gum (Agro products) which are on world map, steel utensils, etc. With the changing times, the thinking and lifestyle of the people has also changed and they have started adopting western culture as a part of their lives.

Jodhpur can be considered to be the only developed city in Western Rajasthan; providing urban living standards and good educational facilities at a shortest distance. These all will result in generating enormous employment opportunities in the areas in and around Jodhpur and thereby leading to more demand for planned residential projects in Jodhpur.

During the year, the Company has taken steps for increasing its pan India presence and in this connection, the Company has launched its three residential projects in Jodhpur city of Rajasthan the detail of which are as follows:

PROJECT "ARIHANT ADITA"

The project is situated at Pal Road, Gangana, Jodhpur (Rajasthan) and is just 1 km from the National Highway. This is first of its type high rise Residential project in Jodhpur. The project will provide the people of Jodhpur all state of the art facilities and amenities, forming part of the similar projects in Mumbai and other Metro cities only, which is till now only a dream to the people of Jodhpur. The project has amenities such as Swimming Pool, Badminton Court, Basket Ball Court, Kids Play Room, Amphitheatre, Garden Lawn, Steam Room, Gymnasium, etc. to name a few.

PROJECT "ARIHANT AY ATI"

The project named as "Arihant Ayati" is situated at Devnagar, Jodhpur (Rajasthan). This Project is high rise residential project consisting 3 BHK Super Luxurious Flats having the Internal and External Amenities like swimming pool. Health Club with Gymnasium & stem room, Green concept at Top Terrace for cool temperature and External Texture with pure Acrylic Paint etc.

PROJECT "ARIHANT AGRIMA"

The company has got an Affordable Housing Project at Jodhpur named "Arihant Agrima". This project is on a Public Private Partnership with the "Jodhpur Development Authority (JDA)" Jodhpur, Rajasthan, won through Tender process.

PROGRESS OF THE ONGOING PROJECTS OF THE COMPANY:

PROJECT "ARIHANT ABHILASHA"

This residential project is situated at Plot No. 10, Sector 35H, Kharghar, Navi Mumbai at a premium location near Central Park and Golf Course. The land has been conveyed in the name of Arihant Superstructures Limited by way of Tripartite Agreement. Construction of the 19 slabs out of total 20 slabs has been completed. Currently brickwork, flooring and titling is running and project is expected to be completed fully within next 6 month.

PROJECT "ARIHANT ARHAM"

On this residential project at Panvel, the construction activities for 29 buildings have been started. Multiple contractors and agencies have been engaged and marketing strategies have been successfully designed. Currently on 5 building the work of flooring is running & on 12 building the plaster work has been completed. Lift installation work has been started on completed buildings.

SUBSIDIARIES:

During the year under review,

(a) Adeshwar Realty Private Limited became a 100% subsidiary of the Company during the year. Adeshwar Realty Private Limited is in the business of realty and constructions;

(b) Arihant Abode Limited and Arihant Vatika Realty Private Limited continued to be the subsidiaries of the Company.

All the subsidiary companies are non-material, non-listed subsidiary companies as defined under Clause 49 of the Listing Agreements entered into with the stock exchanges. A statement pursuant to Section 212(8) of the Companies Act, 1956 relating to the subsidiary companies is attached to the accounts. As required under Section 212, the Audited Balance Sheet as at 31st March, 2011 and Profit and Loss Account for the Financial year ending on that date along with reports of the Auditors and Directors thereon is annexed and form part of the Annual Report.

As required under the Listing Agreement with the Stock exchanges, a consolidated financial statement of the Company and all its subsidiaries are attached to the Balance Sheet. The consolidated Financial Statements are prepared in accordance with AS 21 and AS 23.

LISTING:

The Equity shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable listing fees to the above stock exchanges up to date. The Companys Equity shares are also traded in the dematerialised segment for all investors and the Company has entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

During the year under review, your Company has made the necessary application with the National Stock Exchange (NSE) and is awaiting their approval for listing and trading of your companys shares on their Exchange.

CHANGE IN ACCOUNTING POLICIES:

Upto 31st March, 2010, the Company followed percentage Completion Method of accounting wherein it added the Estimated Gross Profit on direct Costs based on the percentage of work completed to arrive at the value of

Incomplete Projects (WIP) for the purpose of recognizing revenue for the year.

To line with norms generally followed in the industry and to make the financial Statement more comparable, from the financial year 2010-11, the Company has changed its method of its revenue recognition for incomplete projects/ under construction properties as per the Guidance Note on Revenue Recognition by the Real Estate Developers issued by the ICAI. Revenue for the the financial year 2010-11 onwards is recognized for the sold areas only, where at least 15 percent of the sale consideration has been realized as per agreement, on the basis of percentage of actual cost incurred thereon as against total estimated cost of project under execution subject to the actual cost exceeding 25 percent of total estimated cost of project. The incomplete projects (WIP) are valued at Cost.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2011 is annexed hereto.

BOARD OF DIRECTORS:

Your Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. There have been changes in the composition of the Board of Directors from the previous Annual General Meeting, till the current one.

The current composition of the Board of Directors is as follows:

Sr. Name of the Director Designation on the Board No.

1. Mr. Ashok B. Chhajer Chairman and Managing Director

2. Mr. Nimish Shah Whole-time Executive Director

3. Mr. Varaprasad Atluri Non-Executive Non Independent Director

4. Mr. Virendra Kumar Mital Non Executive Independent Director

5. Mr. Dinesh Chandra Babel Non Executive Independent Director

6. Mr. Anant Karweer Non Executive Independent Director

On account of the increased duties and scope of work of the Managing Director and Whole Time Director of the Company, the Board has recommended the increase in the remuneration of Mr. Ashok Chhajer and Mr. Nimish Shah as stated in the explanatory statement annexed to the notice of this Annual General Meeting. The proposed increase will continue to be within the limits prescribed in Companies Act, 1956. The proposed increase has been approved by the Remuneration Committee of the Board.

On account of the requirement of Section 255 and Articles of Association, Mr. Dinesh Babel and Mr. Varaprasad Atluri, are liable to retire by rotation at the ensuing Annual General Meeting, and being eligible have offered themselves for re-appointment.

During the period under review, the composition of the Board underwent the following changes:

Mr. Anand Shah has been resigned from the directorship of the Company w.e.f. 05/01/2011. The Board would like to place on record its appreciation towards the contribution and guidance received from Mr. Anand Shah during his tenure.

COMMITTEE OF THE BOARD OF DIRECTORS:

In pursuance of the Clause 49 of the Listing Agreement, the Company is required to have certain mandatory committees. In addition to those, the Company has certain non-mandatory Committee of the Board of Directors. The details of the Committees of Board of Directors as on 05.05.2011 are as follows:

Name of the Committee Current Constitution of the Committee

Audit Committee 1. Mr. Dinesh Chandra Babel (Chairman)

2. Mr. Virendra Kumar Mital

3. Mr. Varaprasad Atluri

Remuneration Committee 1. Mr. Anant Karweer (Chairman)

2. Mr. Dinesh Chandra Babel

3. Mr. Virendra Mital

Shareholders Grievance Committee 1. Mr. Virendra Kumar Mital (Chairman)

2. Mr. Anant Karweer

3. Mr. Dinesh Chandra Babel

Executive Committee 1. Mr. Ashok Chhajer (Chairman) (Non Mandatory Committee) 2. Mr. Varaprasad Atluri

3. Mr. Nimish Shah

Share Transfer Committee 1. Mr. Ashok Chhajer (Chairman)

2. Mr. Nimish shah

3. Mr. Varaprasad Atluri

Business Planning & Development 1. Mr. Ashok Chhajer (Chairman) Committee 2. Mr. Anant Karweer (Non Mandatory Committee) 3. Mr. Dinesh Babel

The Company Secretary is the Secretary for ail mandatory Committees.

During the year under review, the Executive Committee and Business Planning & Development Committee were constituted for the purpose to take decision related to day to day business.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in preparation of the annual accounts for the financial year ended 31st March, 2011, the appropriate accounting standards have been followed;

(ii) that Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

AUDITORS AND AUDITORS REPORT:

M/s T. N. Gala & Associates, Chartered Accountants, being the Statutory Auditors of the Company, retire at the conclusion of this Annual General Meeting. Being eligible, they have offered themselves for re-appointment. The appointment has been recommended by the Audit Committee. The Board of Directors recommends their re- appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for the reappointment with in the meaning of Section 226 of the Said Act.

The Notes on Accounts referred to in the Auditors report are self-explanatory and do not call for any further comments.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The management continuously reviews the internal control systems and procedures for the efficient conduct of the Companys business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard the Companys assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.

FIXED DEPOSIT:

The Company has not invited or accepted any fixed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

UTILIZATION OF PROCEED OF RIGHT ISSUE & PREFERENTIAL ISSUE:

The Company has raised Rs. 14.69 Crores by way of Right Issue in financial year 2009-10; as on 31st March, 2011 the whole amount has been utilized as per the object of the Right Issue.

The Company has raised Rs. 14.99 Crores by way of Preferential Issue in financial year 2010-11, as on 31st March, 2011 Rs. 12.78 Crores has been utilized as per the object of the preferential issue and balance Rs. 2.21 Crores has been kept in fixed deposit.

CORPORATE GOVERNANCE AND REPORT THEREON:

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best Corporate Governance practices as prevalent in the country. The Report on Corporate Governance as of 31st March 2011 as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

The Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement with the Stock Exchanges, form a part of Corporate Governance Report.

The requisite Certificate from, M/s. D. A. Kamat & Co, Practising Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Annual Report.

PARTICULARS OF EMPLOYEES:

During the financial year 2010-11, no employee of the Company has been paid remuneration in excess of prescribed limit under section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975.

INVESTORS RELATION AND GRIEVANCES:

Investors relations have been cordial during the year. As a part of compliance, the Company has formed Shareholders and Investors Grievance Committee to deal with the issues relating to investors. There were no investors grievances pending as on 31st March, 2011. A confirmation to this effect has been received from the Companys Registrar and Share Transfer Agent.

ACCOUNTING STANDARDS AND CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standards AS-21, and 23, issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The particulars as prescribed under Section 217(1) (e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure A forming part of this report.

PERSONNEL:

The Company is professionally managed and has very cordial relationship with all its employees. Highly qualified and experienced personnel from the field of engineering, finance and administration & sales assist the top level management. Your Directors wish to place on record their appreciation for the co-operation and support received from employees towards the growth and prosperity of your Company and look forward to their continued support.

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

Sd/-

Ashok B. Chhajer Chairman & Managing Director

Place: Navi Mumbai Date s: 05th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report of the Company for the Financial Year ending on 31st March 2010.

1. FINANCIAL RESULTS: (Rs. in Lacs)

FINANCIAL RESULTS 2009-2010 2009-2010 2008-2009

(consolidated) (standalone) (standalone)

Sales and Other Income 2792.08 2706.47 7.78

Profit before interest, depreciation & tax 315.16 295.56 4.19

Interest 112.89 93.67 -

Depreciation 2.60 2.60 -

Profit/ (Loss) before Tax 199.67 199.29 4.19

Provision for Tax (68.43) (68.31) (1.29)

Profit/ (Loss) after Tax 131.24 130.98 4.37

Prior Period Adjustments and Extraordinary Items - -- -

Profit/(Loss) for the year 131.24 130.98 4.37

Add: Balance of Profit and Loss Account 4.56 4.53 1.59

Profit available for Appropriation 135.80 135.51 5.96 Less: Appropriation

Transfer to General Reserve 1.12 1.12 -

Proposed Equity Dividend 74.70 74.70 1.25

Tax on Proposed Equity Dividend 12.69 12.69 0.19

Balance of Profit carried to Balance Sheet 47.28 46.99 4.53

During the year under review, your Company has achieved a tremendous growth, as turnover for the year increased to Rs.2706.47 lacs from Rs.7.78 lacs in the previous year, and Profit after tax for the year increased to Rs. 130.98 lacs from Rs. 4.37 lacs in the previous year.

2. RESERVES AND DIVIDEND:

Your Board has recommended a Final Dividend of Rs. 0.50 per Equity Share for the Financial Year ended 31st March 2010.

Your Board proposes to transfer Rs. 1.12 lacs to the General Reserve out of the amount available for appropriations.

3. OPERATIONS:

During the period under review, the Company has successfully started two Projects. The details of these ongoing Projects and their status as on the date of this Report is mentioned below:

Status of the Major Ongoing Projects as of 15.07.2010

PROJECT "ARIHANT ABHILASHA"

This residential project is situated at Plot No.10, Sector 35H, Kharghar, Navi Mumbai at a premium location near Central Park and Golf Course. The land has been conveyed in the name of Arihant Superstructures Limited by way of Tripartite Agreement. The construction activity has started and contractors have been engaged to do the work. Currently construction of the 3rd & 4th slab is going on.

PROJECT ARIHANT ARHAM

At this residential project at Panvel, the construction activities for 14 buildings have been started. Multiple contractors and agencies have been engaged and marketing strategies have been successfully designed. Currently the construction of the 1st to 3rd slab is going on across all these buildings.

4. LISTING

Your Companys Equity Shares are traded on The Bombay Stock Exchange (BSE). The Company has paid the listing fees for the year 2010-2011 to BSE where the securities of the Company are listed.

5. MAJOR EVENTS OF THE COMPANY

During the year under review, there have been certain signifcant happenings in the Company. Your Board is pleased to present the same, in brief to you:

(a) Change in name of the Company

The name of the Company changed from Shaktiman Constructions Limited to Arihant Superstructures Limited, during the year under review. The same is refected on the BSE website.

(b) Issuance of Equity Shares:

During the past period, there have been substantial changes in the Share Capital of the Company. The increase in the Authorized and paid up share capital of the Company, has been conducted in two phases, as follows:

ISSUE OF EQUITY SHARES ON RIGHTS BASIS

Date of allotment of Equity Shares on Rights Basis 25.03.2010

Total Equity Shares issued on a Rights Basis 1,46,91,000

Ratio of Rights 59 Equity shares for every 1 Equity share

Paid-up Share Capital of the Company, Post Issue Rs. 14,94,00,000/-

ISSUE OF EQUITY SHARES ON A PREFERENTIAL BASIS

Increase in the Authorized Share Capital From Rs. 15 Cr. to Rs. 75 Cr.

Date of Allotment of Equity Shares on Preferential 20.06.2010 Basis

Total Shares allotted on a Preferential Basis 1,24,99,994

Details of Allottees Promoters and Non Promoters

Paid-up Share Capital of the Company, Post Issue Rs. 27,43,99,940/-

The Shares issued on a Rights basis & Preferential Basis has been listed on the Bombay Stock Exchange (BSE). The Company has received trading approval for the shares issued on Rights basis as well as preferential basis.

(c) Establishing Connectivity with National Securities Depository limited (NSDL) and Central Depository Services (I) ltd (CDSL) and obtaining ISIN Number:

The Company has, during the previous year, established connectivity with both NSDL and CDSL. This has enabled the Shareholders to obtain the beneft of dematerialization. As on 31st March 2010, about 99.63% of the Shareholding in the Company was held in dematerialized form. All the Shareholders currently holding the shares in physical form and desirous of having their shares dematerialized are requested to contact their Depository Participants and the Registrar and Transfer Agent, in this regard.

The Company has obtained an International Security Identifcation Number (ISIN). The ISIN of the Company is INE643K01018.

(d) Acquisition of Subsidiary Companies:

Your Board is pleased to inform you, that the Company has acquired an investment in two companies, Arihant Abode Limited (AAL) and Arihant Vatika Realty Private Limited (AVRPL). Your company has a 60% stake in both these Companies, making them subsidiaries of your Company.

AAL and AVRPL are in the business of realty and constructions. Acquiring these subsidiaries has opened up new avenues for your Company in different areas within the Real Estate Sector. There has been no material change in the nature of the business of the subsidiaries.

As required under the Listing Agreement with the Stock Exchanges, a Consolidated Financial Statements of the Company and all its subsidiaries and its associates are attached, The Consolidated Financial Statements has been prepared in accordance with Accounting Standards 21 and 23.

As required under Section 212 of the Companies Act, 1956, the Audited Balance Sheet as on March 31, 2010 and Profit & Loss Account for the Financial Year ended 31st March, 2010 along with reports of the Auditors and Directors thereon of AAL and AVRPL are annexed and form part of this Annual Report.

The Minutes of the Board Meetings of the above subsidiary companies are placed at the Board Meetings of your Company.

6. BOARD OF DIRECTORS:

Your Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. There have been signifcant changes in the composition of the Board of Directors from the previous Annual General Meeting, till the current one.

The current composition of the Board of Directors is as follows:

Sr. No Name of the Director Designation on the Board

1. Mr. Ashok B. Chhajer Chairman and Managing Director

2. Mr. Nimish Shah Whole-time Executive Director

3. Mr. Varaprasad Atluri Non-Executive Director (appointed in casual vacancy, in place of Mr.Abhishek Balar)

4. Mr. Anand Shah Additional Director (Independent)

5. Mr. Virendra Kumar Mital Independent Director

6. Mr. Dinesh Chandra Babel Independent Director

7. Mr. Anant Karweer Independent Director

Mr. Anand Shah holds offce until the date of this Annual General Meeting (AGM). The Company has received a Notice under Section 257 proposing his appointment as a Director liable to retire by rotation.

Mr. Varaprasad Atluri who was appointed in casual vacancy holds office until the date of the AGM. The Company has received a Notice under Section 257 proposing his appointment as a Director liable to retire by rotation.

On account of the increased duties and scope of work of the Chairman and Managing Director of the Company, the Board has recommended the increase in the remuneration of Mr. Ashok Chhajer. The proposed increase will continue to be within the limits prescribed by Schedule XIII. The proposed increase has been approved by the Remuneration Committee of the Board.

On account of the requirement of Section 255 and Articles of Association, Mr. Virendra Kumar Mital and Mr. Anant Bodhrao Karweer, are liable to retire by rotation at the ensuing AGM, and being eligible have offered themselves for re-appointment.

During the period under review, the composition of the Board underwent the following changes:

Mr. Sourabh Punch and Mr. Nitin Chopra, who were appointed as Additional Directors on 24th September 2009 and Mr. Manish Dangara and Mrs. Lata Mallya who were appointed on 11th November 2009 and 24th November 2009, respectively have resigned from their Directorship.

Mr. Abhishek Balar and Mr. Lalit Bothra have resigned from the Board of Directors on 13th April 2010.

The Board would like to place on record its appreciation towards the contribution and guidance received from each of these Directors during their tenure.

7. COMMITTEE OF THE BOARD OF DIRECTORS:

In pursuance of the Clause 49 of the Listing Agreement, the Company is required to have certain mandatory committees. In addition to those, the Company has certain non-mandatory Committee of the Board of Directors. The details of the Committee of Directors are as follows:

Name of the Committee Current Constitution of the Committee

Audit Committee 1. Mr. Dinesh Chandra Babel (Chairman)

2. Mr. Virendra Kumar Mital

3. Mr. Varaprasad Atluri

Remuneration Committee 1. Mr. Anant Karweer (Chairman)

2. Mr. Anand Shah

3. Mr. Dinesh Chandra Babel Shareholders Grievance Committee 1. Mr. Virendra Kumar Mital (Chairman)

2. Mr. Anant Karweer

3. Mr. Dinesh Chandra Babel

Name of the Committee Current Constitution of the Committee

Executive Committee 1. Mr. Ashok Chhajer (Chairman)

(Non Mandatory Committee) 2. Mr. Varaprasad Atluri

3. Mr. Nimish Shah

Share Transfer Committee 1. Mr. Ashok Chhajer (Chairman)

2. Mr. Anand Shah

3. Mr. Nimish shah

The Company Secretary shall be the Secretary for all mandatory Committees.

During the year under review, the Rights Issue Committee, which was constituted for the purpose of issue of Equity Shares on Rights basis, was dissolved, pursuant to the completion of the Rights Issue.

8. DIRECTORS RESPONSIBIlITy STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confrmed:

(i) that in preparation of the annual accounts for the fnancial year ended 31st March, 2010, the appropriate accounting standards have been followed;

(ii) that Directors have selected such accounting policies and applied them consistently and 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 at the end of the fnancial year and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the fnancial year ended 31st March, 2010 on a going concern basis.

9. AUDITORS:

M/s T. N. Gala & Associates, Chartered Accountants, being the Statutory Auditors of the Company, retire at the conclusion of this AGM. Being eligible, they have offered themselves for re-appointment. The appointment has been recommended by the Audit Committee.

10. REPLY TO COMMENTS ON AUDITORS REPORT:

The Comments in the Auditors Reports are self-explanatory, and the same do not require any further explanation in this respect.

11. FIXED DEPOSIT:

The Company has not invited or accepted any fxed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

12. CORPORATE GOVERNANCE:

In the earlier years the Companys paid up capital was less than Rs. 25 lacs, and hence corporate governance compliances were not applicable to the Company. During the current year the Companys Paid up Capital has been increased from 24.90 lacs to 14.94 Cr. w.e.f. 25 March, 2010 and the provision of corporate governance has become applicable to the Company.

The Company adheres to sound Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Management Discussion and Analysis Report as well as report on Corporate Governance as of 31st March 2010 are attached hereto as a part of this Annual Report as Annexure – A.

The Board would also like to inform the Members, that it has adopted a Code of Conduct for its Directors, Key Managerial Personnel and Senior Employees.

13. MANAGEMENT DISCUSSION AND ANAlYSIS REPORT:

The Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement with the Stock Exchanges, form a part of this Report.

14. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best Corporate Governance practices as prevalent in the country. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

The requisite Certifcate from, M/s. D. A. Kamat & Co, Practising Company Secretaries, confrming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

15. PERSONNEL:

The Company is professionally managed and has very cordial relationship with all its employees. Highly qualifed and experienced personnel from the feld of engineering, fnance and administration & sales assist the top level management. Your Directors wish to place on record their appreciation for the co-operation and support received from employees towards the growth and prosperity of your Company and look forward to their continued support.

16. PARTICULARS OF EMPLOYEES:

The details of employees remuneration in excess of monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the fnancial year 2009-2010 are not applicable to your Company, as no employee of the Company has been paid remuneration in excess of prescribed limit in abovementioned section and rules.

17. ACCOUNTING STANDARDS AND CONSOlIDATED FINANCIAl STATEMENTS:

The consolidated fnancial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standards AS-21, 23 and 27, issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Your Company constantly endeavors reduction in energy consumption and has also taken various steps for energy conservation and pollution control such as installation of necessary equipments which will save the energy and plantation for controlling pollution.

The Company makes a constant endeavor to use the latest and most effcient and up-to-date technology in its activities.

Your Company has no foreign exchange earning and outgo during the year. Since the company has no manufacturing activity the other information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to the Conservation of Energy, Technology Absorption are not applicable to the Company.

19. ACKNOWlEDGEMENTS:

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

On behalf of the Board of Directors

Sd/- Ashok B. Chhajer Chairman & Managing Director

Place: Navi Mumbai Date: 23rd July, 2010