Ashoka Buildcon Ltd Directors Report.

Dear Members,

Ashoka Buildcon Limited

Your Directors have pleasure in presenting the 28th Annual Report ("the Report" / "this Report") along with audited financial statements of your Company, for the financial year ended March 31, 2021.

Financial Results

The financial performance of your Company for the year ended March 31, 2021 is summarized below:

( in Lakh except EPS)

Particulars

standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Total Receipts / Gross Sales and Operating Income 4,00,960.10 4,08,236.36 5,12,187.20 515,221.03
Profit Before Depreciation, Tax and Exceptional Items 63,442.67 64,511.57 71,351.89 62,601.79
Depreciation and Amortisation Expenses 8,720.03 11,112.77 27,586.83 29,978.26
Profit/(Loss) Before Tax & Exceptional Items 54,722.64 53,398.80 43,765.06 32,623.53
Provision for Taxation 13,910.00 14,684.56 16,416.99 16,587.69
Profit/(Loss) after tax 40,812.64 38,714.24 27,348.07 16,035.84
Share of Profit/(Loss) of subsidiaries transferred to Non-controlling Interest * N.A. N. A. (274.17) (495.66)
Total Comprehensive Income (post Noncontrolling interest) 40,779.51 38,691.44 27,603.76 16,337.29
Balance carried to Balance sheet 40,812.64 38,714.24 27,622.24 16,531.50
Earnings per Equity Share (EPS) 14.54 13.79 9.84 5.89
Basic (face value Rs 5/- each) Diluted (face value Rs 5/- each) 14.54 13.79 9.84 5.89

* Applicable only in case of consolidated financial statements.

Performance of the Company during FY 2020-21 Projects update:

During the year under review, the Company has won Road Projects on EPC basis worth Rs 1,390 Crore and Power Projects worth Rs 1,087.13 Crore including one Solar Power Project on EPC basis worth of Rs 544.44 Crore as detailed below.

The Company also received Project in Smart Infrastructure/City Segment worth Rs 202.42 Crore as given in below table.

Name of the Project Authority Project Cost C Crore)
Four laning of Arrah to Pararia section of NH-319(Old NH-30) from Km 0+000 to Km 54+530 (Design Chainage) in the State of Bihar under Bharatmala pariyojana Phase -1 on EPC Mode (Package-I) National Highways Authority of India 700.00
Four laning of Pararia to Mo- hania section of NH-319(Old NH-30) from Km 54+530 to Km 115+330 (Design Chain- age) in the State of Bihar under Bharatmala Pariyojana Phase-I on EPC Mode (Package II) National Highways Authority of India 690.00
Sub-total (A) 1,390.00
EPC package with land for development of solar PV projects (upto 600 MW) in Rajasthan - awarded 150 MW NTPC Limited 544.44
Replacement of existing LT bare conductor to Anal Bunched cable (ABC) in rural areas under PuVVNL with habitation having population more than 1000 - Varanasi Zone Invitation for Bids No.: EAV-174/18-19 Purvanchal Vidyut Vitran Nigam Limited 122.15
Construction of New 11 KV Feeders for Separation of Agriculture Consumers and Associated Works - Agra Zone (Mainpuri, Mathura & Firozabad Districts) Invitation for Bids No.: SE(T)- 02/2018-19 OCB No DVVNL/ OCB/T-2/18-19/P14 Dakshinanchal Vidyut Vitran Nigam Limited 95.60
Name of the Project Authority Project Cost (Rs Crore)
Turnkey contract for construction of 11 KV dedicated feeders and extension of 11 KV line from existing/upcoming dedicated feeders, installation of Distribution Transformers, Erection of LT Line with AB Cable with new Agriculture Connection and R&M of LT line under State Plan scheme in Gaya Circle NIT:-043/PR/ SBPDCL/2020 South Bihar Power Distribution Company Limited 96.72
Turnkey contract for construction of 11 KV dedicated feeders and extension of 11 KV line from existing/upcoming dedicated feeders, installation of Distribution Transformers, Erection of LT Line with AB Cable with new Agriculture Connection and R&M of LT line under State Plan scheme in Sasaram Circle NIT:-05/PR/ SBPDCL/2020 South Bihar Power Distribution Company Limited 82.26
Construction of 132 kV GSS Narheda, Devgoan, Bonli, Sikri & Borkheda and associated bays and lines Contract No:BN-9015002004 Raiasthan Rajya Vidyut Prasaran Ni- gam Limited 71.43
Construction of 132 kV GSS, Prabhat Nagar, Jakhasar, Shisha & Rajpura and associated lines Contract No:BN-9016002004 Raiasthan Rajya Vidyut Prasaran Ni- gam Limited 74.53
Sub-total (B) 1,087.13
Ordnance Factory Board (OFB) COMNET 2.0 Railtel Corporation of India limited 109.07
Selection of Vendor for Design, Implementation and Management of IP CCTV and Automatic Vehicle Tracking System in DTC and Cluster Scheme Buses Telecommunication Consultants India Ltd 93.35
Sub-total (C) 202.42
Total 2,679.55

Other Updates:

> Your Company has not received any extension of concession period / toll collection period during the financial year for any projects. However in order to mitigate the lower toll collection impact of the pandemic, in line with the provisions of the Concession Agreement, NHAI would grant extension of the concession period, while the case of state-sponsored road projects is still under discussion with the state authorities. In certain projects, moratorium facility granted by RBI was availed.

> Your Company has received appointed date for its HAM Based Project viz. Kandi Ramsanpalle Road Project awarded by NHAI.

> The Company has received provisional completion certificate issued by National Highways Authority of India (NHAI) for Kharar - Ludhiana Road Project in the State of Punjab and for Ranastalam to Anandapuram (Visakhapatnam) Project in the State of Andhra Pradesh.

> The Company has entered into Share Purchase Agreement (SPA) with IIF for acquisition of 49% stake (1,27,95,399 equity shares of Rs 10/- each fully paid-up) in Ashoka Highways (Bhandara) Limited. The Company or any of its subsidiaries would acquire said 49% stake as per SPA.

> There is no change in the nature of business of the Company, during the year under review.

Awards and Recognitions received by the Company during the year:

Particulars Name of the Award / Recognition
Construction World Annual Awards 2020 Company has been awarded as Top Challengers 2020
National Highways Excellence Awards 2021 Companys joint venture project with BIPL (Pasighat to Bomjour in Arunachal Pradesh) has won the Gold Award in the Category : Outstanding Work in challenging conditions
Golden Aim Awards held in January 2021 Company has been awarded as the Most Innovative Highway Infrastructure Company
Apex India Awards Company has been honoured with the Platinum Award in Construction Sector for outstanding achievement in Waste Management Category

Future Outlook

The global economy is witnessing challenges arising due to Covid-19 Pandemic and the Road Infrastructure sector is not isolated. The Pandemic, and the ensuing lockdown has adversely impacted the sector primarily attributable to the halting of construction activities across the country, lack of availability of labour, disruption in supply chain, stoppage of toll collection, amongst others. However the government has announced various relief measures to help contractor recover from the setbacks faced due to the pandemic under Atmanirbhar Bharat scheme.

We are encouraged by the governments continued efforts to calibrate our health infrastructure and ongoing progress on the vaccination front. Initiatives like Atmanirbhar Bharat and National Infrastructure Pipeline will boost economic growth and generate employment to a large extent. Favourable developments on account of policy reforms, normal monsoons, easing of liquidity position, reduction of interest rates strengthen the case for India becoming a $5 trillion economy. These structural developments offer tremendous growth potential, and we intend to work relentlessly, leverage our core competencies to stay ahead.

The Union Minister for Road Transport & Highways and MSMEs, in his communication dated April 07, 2020, has set a target of constructing roads worth Rs 15 lakh Crore by FY2025. We expect many opportunities in the near and long term for the infrastructure sector in India. The governments ambitious infrastructure development programmes provide significant opportunities to boost economic development in the sector in coming years.

Our order book - which is Rs 8,166.90 Crore, ensuring strong visibility for the EPC segment for foreseeable future. We are well confident and also geared up to win BOT / HAM projects in the upcoming bids, which will ensure a steady growth in execution as well as our revenues in the long term.

We will continue to strive and remain focused on creating more value for all by venturing into new areas of infrastructure.

Capital Expenditure

As at March 31, 2021, the Gross Fixed Assets & Intangible Assets stood at Rs 788.92 Crore which include CWIP and Right of use of assets and net fixed assets and net intangible assets at Rs 358.57 Crore. Additions during year amounted to Rs 62.71 Crore.

Share Capital

There was no change in the authorised share capital of the Company during the financial year. The paid-up share capital as at March 31, 2021 stood at Rs 140.36 Crore. During the year under review, there is no change in the paid-up share capital of the Company. The Company has not issued any shares with differential voting rights or by way of rights issue or Sweat Equity shares or shares under ESOP. Further, it has not provided any money to its employees for purchase of its own shares

hence the Company has nothing to report in respect of Rule 4(4), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

Other / Debt Securities

The Company has not issued any Debentures during the year under review. However the Company had issued Commercial Papers worth Rs 100 Crore as Short Term Finance and repaid the amount as per terms of issue agreed.

No other debt securities had been issued by the Company during the year.

Dividend

The Board of Directors has not recommended a dividend this year. The amount of profits has been retained for future requirement of the Company for investment in capital of Subsidiaries / Project SPVs.

General Reserve

No amount has been transferred to the General Reserve for the financial during the year.

Public Deposits

During the financial year 2020-21, your Company had not accepted any deposit within the meaning of the provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

Committees

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder viz.

a. Audit Committee:

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee.

The Composition of all such Committees, number of meeting/ (s) held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

Policies / Codes of the Company:

The list of Policies/Codes hosted on the website of the Company at www.ashokabuildcon.com is given in Corporate Governance Report forming part of this report.

Subsidiaries

In accordance with Section 129(3) of the Act and as per Indian Accounting Standards (Ind AS) 110, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries and Associates, which form part of the Report.

The salient features of financial statements of Subsidiary / Associates / Joint Ventures as per the Act are given in prescribed Form AOC-1 as Annexure - I to the Boards Report.

During the year under review:

> The investment in equity shares of the Company in Unison Enviro Private Limited (UEPL) increased by addition of 15,300,000 shares from 51,728,586 shares to 67,028,586 shares retaining 51% stake in UEPL and balance 49% stake held by North Haven India Infrastructure Fund.

> The Companys shareholding in Ashoka Purestudy Technologies Private Limited increased by addition of 9757 shares from 25500 shares to 35257 shares resulting in increased stake to 59% during the year under review.

In accordance with the 4th proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.ashokabuildcon. com. Further, as per the 5th proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www. ashokabuildcon.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Companys registered office address.

Framework for Monitoring Subsidiary Companies

During the year, 11 (eleven) Companies were material subsidiaries of the Company, as per the Listing Regulations. In terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of one of the Independent Directors of the Company on the Board of material subsidiaries was applicable only to Viva Highways Limited, Ashoka Concessions Limited, Jaora-Nayagaon Toll Road Company Private Limited and Ashoka GVR Mudhol Nipani Roads Limited.

The composition and effectiveness of Boards of key subsidiaries is reviewed by the Company periodically. Governance framework is also ensured through appointment of Secretarial Auditors. Guidance is provided to subsidiaries on matters relating to conduct of Board meeting, training and familiarisation programmes for the Independent Directors on the Board of Subsidiaries.

The Company is in compliance with Regulation 24A of the Listing Regulations. The Companys unlisted material

subsidiaries undergo Secretarial Audit. Copies of Secretarial Audit Reports of 11 (eleven) unlisted material subsidiaries are available on the website of the Company at https://www. ashokabuildcon.com/pdf/ABL-Secretarial%20Audit%20 Reports%20of%20Material%20Subsidiaries.pdf

Post closure of the financial year 2020-21, 3(three) companies have ceased to be material subsidiaries of the Company. The Company monitors performance of subsidiary companies, inter alia, by the following means:

> Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by the Companys Audit Committee.

> Minutes of Board meetings of subsidiary companies are placed before the Companys Board regularly.

> A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Companys Board.

> Presentations are made to the Companys Board on business performance of major subsidiaries of the Company by the senior management.

> The Companys Policy for determining Material Subsidiaries is available on the website of the Company.

Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees

In accordance with Section 178 and other applicable provisions of the Act read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the LODR, 2015, the Board of Directors at its meeting held on November 11, 2020 reviewed and revised the Remuneration Policy of your Company. The Remuneration Policy is covered in the Corporate Governance Report which forms part of the Report.

The Remuneration Policy of the Company is hosted on the website of the Company, www.ashokabuildcon.com.

Directors and Key managerial Personnel

Sunanda Dandekar (DIN:07144108) resigned as an Independent Director w.e.f. November 11, 2020. She has resigned since she has taken up a new professional commitment. There is no other material reason to resign as an independent director. The Board records its appreciation for the contributions made by Sunanda Dandekar, during her tenure as an Independent Director of the Company.

Shilpa Hiran (DIN: 09045534) has been appointed as an additional director and has been designated as Independent Director on the Board of Directors of your Company to hold office for the first term of five (5) consecutive years from February 01, 2021, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, subject to approval of the Members of the Company at the ensuing Annual General Meeting. She is not liable to retire by rotation.

The Company had also received declaration from Shilpa Hiran confirming that she fulfils the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including statutory re-enactment thereof for the time being in force).

In the opinion of the Board, Shilpa Hiran is a person of integrity and has adequate experience and expertise to serve as an independent Director. Further, Shilpa Hiran is independent to the Management of the Company. The Board of Directors recommends her appointment as Independent Director. Appropriate resolution seeking her appointment has been included in the 28th AGM Notice of the Company.

Ashok Katariya (DIN:00112240), SatishParakh (DIN:00112324) and Ashish Katariya (DIN:00580763) are liable to retire by rotation at the ensuing AGM pursuant to section 152(6)(c) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible have offered themselves for re-appointment.

Milap Raj Bhansali (DIN: 00181897) has been proposed to be re-appointed as a Whole-time Director, for a period of 5 years from April 01, 2022. Further, as per Section 196 and Schedule V of the Act the approval of the members has been sought vide a special resolution at the ensuing general meeting, for continuation of his office as a Whole-time Director, upon attaining the age of 70 (seventy) years.

Satish Parakh, Managing Director, Paresh Mehta, Chief Financial Officer and Manoj Kulkarni, Company Secretary have been recognized as the Whole-time Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the year under review.

The Independent Directors of your Company have confirmed that:

a. they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015;

b. they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence; and

c. all the Independent Directors have registered themselves pursuant to the Ministry of Corporate Affairs notification dated December 01, 2019 viz. the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company. Further, the Board also states that Independent Directors appointed during the year are person of integrity and have adequate experience to serve as an Independent Director of the Company.

Annual evaluation of Boards performance

In terms of the provisions of the Act read with Rules issued thereunder and the LODR 2015, the Board of Directors had carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee. The criteria for evaluation of the Board performance have been mentioned in the Corporate Governance Report.

Number of meetings of the Board

The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of the Report.

In terms of requirements of Schedule IV of the Act a separate meeting of Independent Directors for FY2020-21 was held on March 20, 2021. All the Independent Directors had attended the meeting. The directors discussed and reviewed the performance of Non-independent Directors (including the Chairman), the entire Board and quality, quantity and timelines of the flow of information between the Management and the Board and the Corporate Governance.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with read with Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief hereby state and confirm that:

> In the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

> The Directors have approved the accounting policies and the same have been applied consistently and have made

judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

> Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

> The annual accounts have been prepared on a ‘going concern basis;

> Proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

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

Auditors and Auditors Reports

a. Statutory Auditors

The Shareholders of the Company, pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, have appointed M/s. S R B C & CO LLP, Chartered Accountants, Mumbai, (Firm Registration No. 324982E/E300003), as the Statutory Auditors to hold office till the conclusion of the 29th Annual General Meeting (‘AGM) of the Company to be held for FY 2021-22. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Reports on Standalone Financial Statements (SFS) and Consolidated Financial Statements (CFS) for the financial year 2020-21 do not contain any qualification, reservation or adverse remark except the following:

CLAUSE NO. I (C) OF ANNEXURE 1 - STATEMENT ON MATTERS SPECIFIED IN PARAGRAPHS 3 AND 4 OF THE COMPANIES (AUDITORS REPORT) ORDER, 2016 - STANDALONE FINANCIALS

Remark: According to the information and explanations given by the management and audit procedures performed by us, the title deeds of immovable properties, included in property, plant and equipment are held in the name of the Company except for title deed in case of one building (Gross Block of Rs 140.06 Lakhs, Net Block Rs 108.45 Lakhs), for which transfer deed is yet to be executed in the name of the Company.

Reply: The transfer of title deeds of the said building to the Company is pending. During the year, the Completion Certificate has been issued by the Pune Municipal Corporation. However, the registration formalities could not be completed, due to COVID-19 situation, as the adjudication of stamp duty etc. was not possible despite the tireless follow-up with the concerned stamp duty authorities. However, the Company fully possesses the said Building. All the documents for registration in the name of the Company have already been prepared and submitted to the concerned authorities subject to stamp duty adjudication. A regular follow-up is being made to get the title deeds transferred in the name of the Company. We hope to complete the registration formalities and to get complete and clear title in the name of the Company.

Clause No. vii (a) of ANNEXURE 1 - STATEMENT ON MATTERS SPECIFIED IN PARAGRAPHS 3 AND 4 of the companies (auditors report) ORDER, 2016

Remark: Undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other material statutory dues have been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

Reply: There was slight delay in payment of statutory dues due to unavoidable circumstances. However the same had been regularized and the dues have been paid during the year. The necessary precautions have been taken to ensure that no such delays happen in future.

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

b. Cost Auditors

Your Company is maintaining the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and have appointed M/s. CY & Associates, Cost Accountants, (Firm Registration No. 000334) as the Cost Auditors for FY2020-21 to conduct the audit of cost records of the Company and to issue Cost Audit Report for FY2020-21.

The Board has proposed the appointment of M/s CY & Associates, Cost Accountants, as the Cost Auditors of the Company for FY2021-22 at a remuneration of Rs 5,40,000/- (Rupees Five Lakh Forty Thousand Only) plus applicable taxes and out of pocket expenses at actuals. The consent has been received from M/s. CY & Associates, Cost Accountants, Nashik, to act as the Cost Auditors of your Company for the financial year 2021-22 along with a certificate confirming their independence.

Appropriate resolution has been recommended by the Board to be passed by the shareholders in the ensuing Annual General Meeting to ratify the remuneration of the Cost Auditors for the FY 2021-22.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. S. Anantha & Ved LLP (LLP IN : AAH 8229) Practising Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - III to the Boards Report.

There are no observations / remarks or qualifications in the Secretarial Audit Report for FY2020-21 except the following:

Remark: Delay in filing of E-forms with the Ministry of Corporate Affairs in few instances in respect of which the Company paid the additional fee and complied with the requirement.

Reply: There was delay in filing few e-forms. However, such forms were filed with additional filing fees as prescribed under the Act and compliance has been regularized. Further the Company has availed immunity as per CFSS offered by MCA for delay in filing few forms. The necessary steps have been taken to ensure the filing of e-forms without any delay.

d. Internal Auditors

M/s Suresh Surana & Co. LLP, (an Unit of M/s RSM Astute) and M/s. Patil Hiran Jajoo, Chartered Accountants have been appointed as Joint Internal Auditors of the Company for FY2020-21 and the reports of Joint Internal Auditors were reviewed by the Audit Committee from time to time at the meetings. The observations and suggestions of the Internal Auditors were reviewed and necessary corrective/ preventive actions are taken in consultation with the Audit Committee.

The Company has appointed M/s. Patil Hiran Jajoo, Chartered Accountants, Nashik and M/s Suresh Surana & Co. LLP, Mumbai as Joint Internal Auditors for FY 2021-22.

Audits and internal checks and balances

M/s S R B C & CO. LLP, Chartered Accountants, audit the accounts of the Company.

The Company has adequate internal control systems that are commensurate with the size and nature of its business which ensures that all the assets are acquired economically and used optimally. The systems are safeguarded, protected against loss from unauthorised use or disposition, and all transactions are properly authorised, recorded and reported correctly. A dedicated Legal Compliance ensures that the Company conducts its businesses with legal, statutory and regulatory compliances. The Company has instituted a legal compliance programme in conformity with requirements of the Act to ensure that there exists a system which is adequate and operates effectively and efficiently. Well-documented policies supplement the internal control system. Audits of various departments are conducted as per the annual audit plan through joint internal auditors, who submit reports to the management and the Audit Committee of the Board from time to time. The views of the statutory auditors are also considered to ascertain the adequacy and efficacy of the internal control system and measures. The project sites of the Company are covered through SAP ERP system. All these measures are continuously reviewed by the management and as and when necessary and required improvements are made.

Adequacy of Internal Financial Controls with reference to the financial statements:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control System (IFC) in the Company which should be adequate and shall operate effectively. The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by the Audit Committee and the Board. The Joint Internal Auditors evaluate the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companys policies, safeguarding of Companys assets, prevention and detection of frauds & errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, respective Dept. Heads take corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations, if any and corrective actions thereon are presented to the Audit Committee of the Board.

The Internal Financial Controls are adequate and working effectively. The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly the Internal Audit Plan is approved.

The policies to ensure uniform accounting treatment are extended to the subsidiaries of the Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation. The Management periodically reviews the financial performance of the Company against the approved budgets across various parameters and takes necessary action, wherever required. Joint Internal

Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites. The emphasis of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Board is of the opinion that the Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and /or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The Company had transferred a sum of Rs 30,494/- during the year under review to the Investor Education and Protection Fund established by the Central Government (IEPF). The said amount represents Unclaimed Dividend (interim) for the year 2012-2013 with the Company for a period of 7 years from their respective due dates of payment.

TRANSFER OF SHARES TO IEPF

As required under Section 124 of the Companies Act, 2013, 71 Equity shares, in respect of which dividend has not been claimed by the members for Seven (7) consecutive years, have been transferred by the Company to IEPF during the year under review. The details of shares transferred have been uploaded on the website of IEPF as well as the Company.

Familiarisation Programme for Independent Directors

The details are mentioned in the Corporate Governance Report which is a part of the report. The details of the Familiarisation Programme for Independent Directors of the Company are hosted on the website of the Company at www.ashokabuildcon. com

Declaration by independent directors

All the Independent Directors had submitted their disclosures to the Board that they fulfill all the requirements as stipulated under Section 149(6) of the Companies Act, 2013.

There had been no change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

Policies

The details about the adoption of the various Policies as per the requirement of the SEBI (LODR) Regulations, 2015 are

covered in the Corporate Governance Report, which forms part of this Report.

Prohibition of Insider Trading

The details about prohibition of trading by Insiders are covered in the Corporate Governance Report which forms part of this Report.

Insurance

The Companys plant, property, equipment and stocks are adequately insured against major risks. The Company has appropriate liability insurance. The Company has also taken Directors and Officers Liability Policy to provide coverage against the liabilities arising on them.

Disclosure on confirmation on the Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

Related party transactions

All Related Party Transactions entered during the financial year 2020-21 were in compliance with the requirements of the Act and the Rules framed thereunder and LODR 2015. All the required approvals of the Audit Committee, the Board of Directors and Shareholders, as the case may be, have been obtained, in accordance with applicable laws for the Related Party Transactions.

During the financial year 2020-21, your Company entered into transactions with related parties as defined under Section 2(76) of the Act read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Act, Rules issued thereunder and Regulation 23 of the LODR 2015. Further, other suitable disclosures as required under IND AS - 24 have been made in the Notes to the financial statements.

During the financial year 2020-21, there were no materially significant Related Party Transactions entered by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company.

The details of the related party transactions are set out in Note No. 47 to the standalone financial statements forming part of the Report.

The Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in respect of disclosure of contracts/arrangements with related parties under section 188 is set out as Annexure-II to the Boards Report.

Particulars of loans given, investments made, guarantee given and securities provided under Section 186 of the Act

The particulars of the loans given, investments made or guarantees given and securities provided covered under the provisions of Section 186 of the Act, are provided in the Notes to the Standalone Financial Statements.

Annual Return

The Annual Return of the Company for FY2020-21, in prescribed form MGT-7 is available on the website of the Company at https://www.ashokabuildcon.com/pdf/ABL-Form- MGT-7-AR-20-21-web.pdf

Corporate Social Responsibility

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholders. As per the requirements of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility ("CSR") your Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available at www. ashokabuildcon.com.

The Company was required to spend Rs 8.54 Crore on CSR activities for FY 2020-21. The Company had spent Rs 8.60 Crore during FY 2020-21. The Company has thus spent the entire amount required to be spent on CSR activities in FY2020-21.

In compliance with the amendments in the various provisions of the Companies Act, 2013 and the Companies Corporate Social Responsibility Amended Rules, 2021 issued by the Ministry of Corporate Affairs vide its notification dated January 22, 2021 the Company had amended the Corporate Social Responsibility (CSR) Policy. Further, as required under Rule 4 (5), Chief Financial Officer had issued a Certificate dated June 18, 2021 certifying that the funds so disbursed by the Company to Ashoka Institute of Medical Sciences and Research (a Company formed under Section 25 of the Companies Act, 1956 have been utilised for the purposes and in the manner as approved by Board of Directors of the Company from time to time. The CSR activities for the financial year ended March 31, 2021 along with the composition of CSR Committee is set out in Annexure IV to the Boards Report.

Policy on prevention of sexual harassment

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace. All women, permanent, temporary, trainees or contractual women staff including those of service providers is covered under the policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of any such complaints of harassment.

An Internal Committee as per provisions of the Act has been set up at office and Project locations, comprising management staff, which includes three women to redress complaints relating to sexual harassment. The Committee also includes an outside woman representative from an NGO. During the year under review no case was reported under the said policy.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given below.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules thereunder, it is hereby declared that the Company has not received any complaint of sexual harassment during the year under review. Further, the Company conducts awareness programme at regular interval of time. However, during the lock down period, the awareness programs were held intermittently.

Disclosure under section 134 (3) (l) of the Act

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year of the Company and date of the report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Act read with the Companies (Accounts) Rules, 2014 is as follows:

Conservation of energy

The Company does not have any manufacturing facility;

The other particulars required to be provided in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

Sr. No. Particulars Remarks
i Steps taken or impact on conservation of energy In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company
ii Steps taken by the Company for utilizing alternate source of energy In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company
iii The capital investment on energy conservation equipment

(B) Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Import of Technology:

Sr. No. Particulars Remarks
i the efforts made towards technology absorption No specific efforts made other than in the ordinary course of execution of the Project
ii the benefits derived like product improvement, cost reduction, product development or import substitution N.A.
iii in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year N.A.
a. the details of technology imported N.A.
b. the year of import N.A.
c. Whether the technology fully absorbed N.A.
d. If not fully absorbed, areas where absorption has not taken place, reasons thereof N.A.
iv The expenditure on Research and Development Nil

DETAILS OF FOREIGN EXCHANGE EARNINGS AND EXPENSES

There are no earnings in foreign currency during the year under review. The expenses in foreign exchange are as follows:

Particulars Import of Spares Amount C in lakh) 13.33
Technical Consultancy 32.15
Tender & Survey Fees 0.63
Travelling Expenses 4.43
Bank Charges (BG) 9.33

Details on Internal Financial Controls

The Company has in place adequate internal financial controls, some of which are outlined below.

1 The Company prepared its Financial Statements to comply with the accounting standards specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. These Standalone financial statements includes Balance Sheet as at March 31, 2021, the Statement of Profit and Loss including Other Comprehensive Income, Cash flows Statement and Statement of changes in equity for the year ended March 31, 2021, and a summary of significant accounting policies and other explanatory information. The Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by the respective Auditors of the Subsidiaries for consolidation.

Your Company has implemented new ERP (SAP) during the financial year 2018-19 and is being used regularly and effectively.

The opportunity presented by the emergence of Digital Technologies is one of the key strategic enablers to our sustainable growth. As a step towards process simplification, integration and speed, we have implemented the SAP S4 - HANA platform. This has enabled the organisation with a single source for financial accounting, costing, and asset accounting through Integrated System under SAP S4/ HANA architecture.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes appropriate action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites.

1 During the year the internal financial controls were reviewed and tested by a reputed firm of Chartered Accountants who report on quarterly basis on the process and systems of accounting and other operational processes of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Particulars of Employees

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Managing Director and Whole-time Directors of your Company do not receive remuneration from any of the subsidiaries of your Company. However Mr. Ashish Katana, Non-Executive, Non-Independent Director of the Company, receives remuneration from Ashoka Concessions Limited, a subsidiary of the company, as a Managing Director of that Company.

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

Management Discussion and Analysis

Management Discussion and Analysis is given in a separate section forming part of this Report.

Corporate Governance

The report on Corporate Governance as stipulated under the LODR 2015 forms an integral part of the report and the requisite

Certificate duly signed by the Practising Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the LODR 2015, the Business Responsibility report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Report as Annexure - VI to the Boards Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

> Details relating to deposits covered under Chapter V of the Act.

> Issue of equity shares with differential rights as to dividend, voting or otherwise.

> Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

> Receipt of any remuneration or commission by the Managing Director, the Whole-time Directors of the Company from any of its subsidiaries except Mr. Ashish Katariya, a Promoter and a Non-Executive Director of the Company, received remuneration from Ashoka Concessions Limited, a subsidiary of the Company of Rs 1.44 Crore during FY2020-21.

> No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

> No fraud has been reported by the Auditors to the Audit Committee or the Board.

> The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

> Secretarial Standards are issued by the Institute of Company Secretaries of India (ICSI), one of the premier professional bodies in India. The Company follows with the said Secretarial Standards.

CoVID-19 response

With initiation of Pandemic last year, we started prioritising safety and well-being of our employees, partners, and other stakeholders. We proactively supported communities across India, either directly or by partnering with government, local administrations, or NGO partners with monetary aid or through distribution drives, which included ration kits, essentials such as masks, sanitizers and medicines. On the operations front, all our project sites and offices have been operational in compliance with local guidelines and following best practices. We continue to stand with the community in its fight against the pandemic.

Cautionary Statement:

Statements in the Annual Report, describing the Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

Acknowledgement

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, banks, credit rating agencies and financial institutions, clients, vendors, for their cooperation and continued support in future for the growth of the Company.

The Directors also wish to acknowledge the support and guidance received from various regulatory bodies, NHAI, MPRDC, Power Distribution Corporations of various States, Ministry of Corporate Affairs, bSe Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other Central and State Government agencies and thank them for the same and look forward to their continued support. The Directors appreciate and value the contribution made by each and every employee of the Ashoka family.

For and on behalf of the Board of Directors

Sd/-
(Ashok Katariya)
Place: Nashik Chairman
Date: June 18, 2021 DIN:00112240