Ashoka Buildcon Ltd Directors Report.

Dear Members,

Ashoka Buildcon Limited

Your Directors have pleasure in presenting the 29th Annual

Report ("the Report" / "this Report") along with audited financial statements of your Company, for the financial year ended March 31, 2022.

Financial Results

The financial statements of the Company are in accordance with Section 133 of the Companies Act, 2013 (the ‘Act) read with the Companies (Accounts) Rules, 2014, and amendments thereof. The standalone as well as the consolidated financial statement have been prepared in accordance with the Indian Accounting

Standards (Ind AS). The consolidated and standalone financial highlights of the Company for the financial year ended March 31, 2022, are summarised as follows.

 

(Rs. in Lakh except EPS)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Total Receipts / Gross 4,79,029.16 4,00,960.10 614,722.48 5,12,187.20
Sales and Operating Income
Profit Before 61,487.30 63,442.67 94,443.95 71,351.89
Depreciation, Tax and Exceptional Items
Depreciation and Amortisation Expenses 6,970.70 8,720.03 33,823.00 27,586.83
Profit/(Loss) Before Tax & Exceptional Items 54,600.93 54,722.64 60,620.95 43,765.06
Exceptional Items 76,960.00 0.00 (32,600) 0.00
Provision for Taxation 8,505.75 13,910.00 16,080.35 16,416.99
Profit/(Loss) after tax (30,864.82) 40,812.64 77,140.60 27,348.07
Other Comprehensive Income 62.53 (33.13) 130.42 (17.57)
Share of Profit/(Loss) of subsidiaries transferred to Non-controlling Interest * N.A. N.A. (715.50) (274.17)
Total Comprehensive Income (post Non- controlling interest) (30,809.29 ) 40,779.51 77,974.51 27,603.76
Earnings per Equity Share (EPS)
Basic (face value Rs.5/- each) (10.99) 14.54 27.73 9.84
Diluted (face value Rs.5/- each) (10.99) 14.54 27.73 9.84

* Applicable only in case of consolidated financial statements.

Performance of the Company during FY 2021-22

Reason for loss:

Net loss in Standalone Financial statements FY2022 of the Company is on account of Exceptional Loss booked of Rs.769.60 Crore arising on account of settlement agreement entered by the Company with Macquarie and impairment loss mainly on account of impairment in carrying value of BOT investment assets, as the Company has entered into agreement for sale of BOT Assets. These assets at consolidated levels were already incurring losses and due to which at consolidated level the Company did not have this impairment loss. Please refer note No. 60 titled ‘Exceptional Loss, to the Standalone Financial Statements.

Projects update:

During the year under review, the Company has won Road Projects on EPC basis worth Rs.5,333.92 Crore, Power Projects worth Rs.2,126.56 Crore, Water Sewage Project worth Rs.607.06 Crore, Building vertical Rs.2,189.36 Crore and smart infra vertical Rs.1,171 Crore aggregating worth Rs.10,695.84 Crore as detailed below.

Name of the Project Authority Project Cost
EPC - Roads-Highways (Rs. Crore)
Request for Proposal for Development of Memmadpur (Ambala) - Banur (IT City Chowk) Kharar (Chandigarh) Corridor under Bharatmala Pariyojana - Package- II - 6 laning of IT City Chowk to Kurali National Highways Authority of India (NHAI) 726.00
Chandigarh Road (Design length: 31.23 Km) in the state of Punjab on EPC mode Execution of Civil & associated works on Engineering, Procurement & Construction (EPC) basis of Six Laning of National Corridor NH-19 from Pangarh to Palsit from km. 521.120 to km. 588.870 (total design length 67.750 km) in the State of West Bengal Adani Road Transport Limited 1,567.45
Request for Proposal for Widening/ Improvement to 4 (Four) Lane with Paved Shoulder from KM 113+300 to Km 146+250 (Design Chainage 113+830 to 145+712) of Kwaram Taro Village Dillai Section (Package-6) of NH 29 in the state of Assam on EPC mode National Highways & Infrastructure Development Corporation Limited 315.96
Request for Proposal for Construction of Six lane link road (NH-1665) with paved shoulder configuration to Mopa Airport in the State of Goa on EPC mode Ministry of Road Transport & Highways 769.41
Name of the Project Authority Project Cost
(Rs. Crore)
Work of construction of Rock fill embankment and subgrade work for Navi Mumbai International Airport Howe Engineering Projects (India) Private Limited 303.35
Request for Proposal for Construction of 6 laning from Belgaum to Sankeshwar Bypass from Km. 515+000 to Km. 555+017 of NH-48 in the state of Karnataka on Engineering, Procurement & Construction (EPC) Mode under Bharatmala Pariyojana (Package-I). National Highways Authority of India (NHAI) 829.49*
Development of 6 lane Access Controlled Greenfield highway from KM 162.500 to KM 203.100, Baswantpur to Singondi Section of NH 150 C (Package 4 of Akkalkot KNT of TS Border) on Hybrid Annuity Mode (HAM) under Bharatmala Pariyojana National Highways Authority of India (NHAI) 790.00*
Empanelment of Transportation agencies with rate contract for Evacuation of ash from ash ponds of Durgapur Steel Thermal Power Station of DVC, and nuisance free transportation along with disposal of the same in NHAI / Govt. road project sites / also any other designated places outside plant boundary of DSTPS, DVC like abandoned open cast mines/ Stone Quarries etc. Damodar Valley Corporation 32.26*
Sub-total (A) 5,333.92
EPC - Power & Railways
Gauge Conversion of Bechraji (63.83 KM) Ranuj (101.983 KM) Section, Total Length of 38.153 KM Metre Gauge to Broad Gauge with 25 KV AC Electrification in Ahmedabad(G-RIDE) Division of Western Railway Gujarat Rail Infrastructure Development Corporation Limited 333.63
"Provision of supply, Erection, Testing & Commissioning of Electro Mechanical (E&M) System which includes 33/11kv & 11/0.433kv GIS Substations, 33kV & 11kv Power Cable network, DG Sets, Ventilation & Control System, Lighting, UPS System, Fire Fighting System & SCADA System, etc. and associated works complete in all respect as required for Tunnel T-14 & T-15 + T-40/41 on Dharam-Katra Section of USBRL Project (J&K) IRCON International Limited 482.64
(Package: T-14 & T-15 + T-40/41, E&M)
Name of the Project Authority Project Cost
(Rs. Crore)
Sub-station package -SS71 Associated with the Development of Transmission system for 1500 MW Solar parks in Madhya Pradesh Rewa Ultra Mega Solar Limited 218.67
Electrification of Railway Lines of the sections Rangiya (Excl.)- Murkongselek including branch lines of Rangapara North (Excl.)- Dekargaori, Balipara(Excl.)- North Frontier Railway 692.50
Bhalukpong, Harmuty (Excl.)-
Naharlagun, Sripani - Dhamalgaon(Excl) , Furkating Jn.(Excl.) to Mariani in.(Excl.) And Tinsukia to Dangri Section including branch line of Makum in to Tirap, Northeast Frontier Railway RKM / 1KM - 733.35 /947.59 on EPC mode in the state of Assam
Construction of new 33/11 kv substation with construction of new 33kv Terminal Bay construction of 33kv and 11kv lines for Distribution System Enhancement and Loss Reduction in Mangaldoi Electrical Circle on turnkey basis Assam Power Distribution Company Limited 163.99
Rural Electrification Project of One Hundred (100) Localities by the Centralized Network, In Republic Of Benin Lot 3: Electrification of 27 localities in the Collines and Zou Departments Agence B?ninoise dElectrification Rurale et de Ma?trise dEnergie (ABERME) 52.36
Rural Electrification Project of One Hundred (100) Localities by the Centralized Network, In Republic Of Benin Lot 4: Electrification of 23 localities in the Departments of Mono, Couffo and Borgou. Agence B?ninoise dElectrification Rurale et de Ma?trise dEnergie (ABERME) 36.81
Construction of 132 kV GSS Narheda, Devgoan, Bonli, Sikri & Borkheda and associated bays and lines Contract No: : BN-9015002004
JV ABL- SRIHARI JOINT VENTURE Rajasthan Rajya
Vidyut Prasaran 71.43
The entire responsibilities of Project Management, Procurement Management, Construction Management and Finance Management including detail Design & Engineering is taken care of by ABL. Nigam Limited
Name of the Project Authority Project Cost
(Rs. Crore)
Construction of 132 kV GSS, Prabhat Nagar, Jakhasar, Shisha & Rajpura and associated lines Contract No: : BN- 9016002004
JV ABL- SRIHARI JOINT VENTURE Rajasthan Rajya
Vidyut Prasaran 74.53
The entire responsibilities of Project Management, Procurement Management, Construction Management and Finance Management including detail Design & Engineering is taken care of by ABL. Nigam Limited
Sub-total (B) 2,126.56
EPC Water
Designing, Providing, Constructing and commissioning modernized and fully automated package/modular Sewage Treatment Plants based on MBR technology along Poisar river on Design Build Operate (DBO), along with 15 years of Operation and Maintenance and Providing and laying of sewer network, provision of Interceptors for diversion of DWF, construction of service road and road side drains on either banks of Poisar River for interception & diversion of sewage Municipal Corporation of Greater Mumbai (MCGM) 607.06
Sub-total (C) 607.06
EPC - Building
Design and Construction of 2000 Social Housing Units in Hulhumale, Republic of Maldives Fahi Dihiriulhun Corporation, Maldives (FDC) 1,018.36
Development of existing Grand Port Hospital to 600 Beds super specialty hospital and proposed medical college with residential quarters Zodiac Healotronics Private Limited / D Y Patil Group 814.00
work of construction of Mall cum Multiplex, B2+B1+LG+G+4, near Pillar 64, Bailey Road, Patna on item rate basis Bailey Properties Private Limited / Shriram Ozone 132.00
Design & Construction of Residential Quarters PMAY in Charholi, Pune Pradhan Mantri Aawas Yojna (PMAY)/D Y Patil group 225.00
Sub-total (D) 2,189.36
Grand Total 10,256.90

*Excluding GST

Other Updates:

Your Company has received Commercial Operation Date (COD) for its HAM Based Project viz. Khairatunda Barwa

Adda Road Project awarded by NHAI.

Your Company has received Commercial Operation Date (COD) for its HAM Based Project viz. Belgaum Khanapur

Road Project awarded by NHAI.

Your Company has received Appointed Date for its HAM Based Project viz. Bettadhalli Shivamogga 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. Ashoka Concessions Limited, (ACL) a subsidiary of the Company, has entered into Share Purchase Agreement (SPA) with Highway Concessions One Private Limited ("HC1") for acquisition of 49% stake (14,560,442 equity shares of Rs.10/- each fully paid-up) in Ashoka Highways (Durg) Limited. ACL has already acquired 14,560,442 shares and ACL now holds 99.99% stake in Ashoka Highways (Durg) Limited.

During the year, the Company purchased 50,000 equity shares of Rs.10/- each full paid-up, held by Ashoka Concessions Limited in Ashoka Bettadahalli Shivamogga Road Private Limited to make it wholly owned subsidiary of the Company.

Ashoka Bettadahalli Shivamogga Road Private Limited, a wholly owned subsidiary of the Company, achieved financial closure for Bettadahalli Shivamogga Road Project.

The Company has entered into an agreement on October 15, 2021 with ACL and Investors ("Agreement"), to elaborate on the terms of understanding in relation to the exit options for the Investors through proceeds from sale of ACL assets and / or through restructuring of investment by swapping into identified asset/SPV of ACL. Ashoka Concessions Limited has entered into share subscription and share purchase agreements with Galaxy Investments II Pte. Ltd., an affiliate of funds, vehicles and entities managed and/or advised by Kohlberg Kravis Roberts & Co. L.P., for sale of the entire share capital (which will also include repayment of any shareholder loans) for an aggregate consideration of Rs.1,337 Crore subject to adjustments for cash and debt like items as agreed under the respective share subscription and purchase agreements for stake held in the following subsidiaries. l Ashoka Highways (Bhandara) Limited; l Ashoka Highways (Durg) Limited; l Ashoka Belgaum Dharwad Tollway Limited; l Ashoka Sambalpur Baragarh Tollway Limited; and l Ashoka Dhankuni Kharagpur Tollway Limited 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
Infra Company of the Year - Ashoka Buildcon Limited Construction Week
Road Project of The Year JNPT CSR Excellence Awards - Ashoka Buildcon Limited Construction Week Mahatma Awards
Infra Person of the Year- Mr. Satish Parakh, M.D - Ashoka Buildcon Limited CIA World Awards
Road Project of The Year JNPT To Ashoka Ankleshwar Manubar Expressway Private Limited, Gujarat. For implementing 3 R policy and preserving the environment by utilization of Fly Ash and Copper slag waste from metallurgy industry and power plants in construction of expressway. CIA World Awards Apex India Green Leaf Gold Award 2021 Waste Management Construction Sector
To Ashoka Buildcon Limited RVNL Jharkhand Railway Project (Japla to Garwah Road) for implementation of safe workplace methodology Apex India Safe Work Place Award 2021 - Construction Sector

Future Outlook

Indias infrastructure sector is rapidly growing and the key trends show positivity and optimism. The Government of India is also progressively stepping up its infrastructure spending through Budgetary and non-Budgetary support. The roadmap for the infrastructure sector over the next few years appears to be robust. However, much will depend on proper allocation of funds, achievement of targeted short-term goals and the execution mechanism being put in place. Your Company is an integrated road EPC company with very wide and varied experience in design and construction of numerous road and highway projects across various states in

Country and Overseas. Your Company sets its outlook to be one of the best players in the industry, catering needs of various infrastructure segments. The Company bid for projects on an ongoing basis and infrastructure projects are awarded by the Government of India / State Governments / State Corporations following a competitive bidding process and satisfaction of prescribed qualification criteria. BOT & HAM projects have a long gestation period and hence require substantial capital infusion from time to time during the execution.

There are tremendous opportunities in the near and long term for the infrastructure space in India. The governments ambitious infrastructure development programmes like Bharatmala Pariyojana and National Infrastructure Pipeline

(NIP) provide significant opportunities for market players to grow themselves and let others also to grow in the sector. NIP will enable a forward outlook on infrastructure projects which will create jobs, improve living, and provide equitable access to infrastructure for all, thereby making growth more inclusive which will transform the slogan Sabka Saath Sabka Vikas into reality.

The Company was able to close the fiscal with the healthy Order Book of Rs.13,731 Crore, which is 2.8x fiscal 2022 revenues ensuing strong visibility for the EPC segment for foreseeable future.

The focus of the Company in future would be on the following: Sustainable growth through optimised resource utilisation; Accelerate the project execution; Increase investments in equipment; Regular training and upgrading the workforce; and Strengthen good governance practices across the Company.

We are well geared to win projects in variety of Sectors in upcoming bids which will ensure a steady growth in execution as well in revenues in the long term.

Capital Expenditure

As at March 31, 2022, the Gross Fixed Assets & Intangible

Assets stood at Rs.737.64 Crore which include Capital Work in Progress and Right of use of assets and net fixed assets and net intangible assets of Rs.280.59 Crore. Additions during year amounted to Rs.72.38 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, 2022 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 the amount is repaid / will be repaid 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 any dividend this year due to loss incurred.

General Reserve

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

Public Deposits

During the financial year 2021-22, your Company had not accepted any deposit within the meaning of the provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

Committees

Your Company has in place the following Committees as mandated under the provisions of the Act and Listing Regulations.

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder viz. a. Audit Committee: b. Nomination and Remuneration Committee; c. Stakeholders Relationship Committee; d. Corporate Social Responsibility Committee; and e. Risk Management Committee.

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

Policies / Codes of the Company:

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

Subsidiaries, Associates and Joint Ventures

The Company has 37 subsidiaries, including 8 subsidiaries as material subsidiaries, 1 Associate and 4 Joint Ventures as on March 31, 2022. In accordance with Section 129(3) of the Act and as per Indian Accounting Standards (Ind AS) 110, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries and Associates, which form part of the Report. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in the notes to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys Subsidiaries, Associates and Joint Ventures in Form AOC-1 as

Annexure I is attached to the Boards Report.

In accordance with the provisions of Section 136 of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company. Further, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, at https://www.ashokabuildcon. com/financial-information.php The Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Companys registered office address.

During the year under review:

The investment in equity shares of the Company in Unison Enviro Private Limited (UEPL) increased by addition of 2,040,000 shares from 67,028,586 shares to 69,068,586 shares retaining 51% stake in UEPL and balance 49% stake held by North Haven India Infrastructure Fund.

The Company had purchased 50,000 equity shares of Rs.10/- each full paid-up, held by Ashoka Concessions Limited in Ashoka Bettadahalli Shivamogga Road Private Limited to make it wholly owned subsidiary of the Company.

Framework for Monitoring Subsidiary Companies

During the financial year 2021-22, 8 (Eight) Companies were identified as material subsidiaries of the Company, as per the Listing Regulations. In terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of one of the Independent Directors of the Company on the Board of material subsidiaries was applicable to Viva Highways Limited, Ashoka Concessions Limited, Jaora-Nayagaon Toll Road Company Private Limited and Ashoka Mudhol Nipani Roads Limited. The composition and effectiveness of Boards of key subsidiaries is reviewed by the Company periodically. The Governance framework is also ensured through appointment of Secretarial Auditors. Guidance is provided to subsidiaries on matters relating to conduct of Board meeting, training and familiarisation programmes for the Independent Directors on the Board of Subsidiaries.

The Company is in compliance with Regulation 24A of the Listing Regulations. The Companys unlisted material subsidiaries undergo Secretarial Audit. Copies of Secretarial Audit Reports of 7 (Seven) unlisted material subsidiaries and 1 (one) Debt-listed subsidiary are available on the website of the Company at https://www.ashokabuildcon.com/financial-information.php

Post closure of the financial year 2021-22, five (5) companies have ceased to be material subsidiaries of the Company due to turnover and net worth falling below the threshold amounts. In view of this as on April 01, 2022, Ashoka Concessions Limited, Viva Highways Limited and Jaora-Nayagaon Toll Road Company Private Limited are the 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 at https://www.ashokabuildcon.com/corporate-governance. php

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 at www.ashokabuildcon.com

Directors and Key Managerial Personnel

During the year, none of Independent Directors has resigned from the directorship of the Company.

Shilpa Hiran (DIN: 09045534) had been appointed as an additional director and had 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. Her appointment as an Independent Director, not liable to retire by rotation, had been approved by the Members of the Company at the Annual General Meeting held on September 15, 2021.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from each of the Independent Directors of the Company under Section

149(7) of the Act and Regulation 25 of the Listing Regulations, confirming that they meet with the criteria of independence as laid down in Section 149(6) of the Act, along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

Sanjay Londhe (DIN:00112604) and Milap Raj Bhansali (DIN: 00181897) 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.

The Brief profile of Mr. Sanjay Londhe and Mr. Milap Raj Bhansali, directors retiring by rotation and the details of shareholding as per requirements of the Companies Act, 2013, the rules made there under and the Secretarial Standard (SS-2) are given in Annexures A & B.

Milap Raj Bhansali (DIN: 00181897) has been re-appointed as a Whole-time Director, for a period of 5 years from April 01, 2022 and further, as per Section 196 and Schedule V of the Act, the approval of the members has been obtained at the annual general meeting held on September 15, 2021, vide a special resolution for continuation of his office as a Whole-time Director, upon attaining the age of 70 (seventy) years. Mr. Satish Parakh, Managing Director, Mr. Ashish Kataria, Whole-time Director, Mr. Paresh Mehta, Chief Financial Officer and Mr. Manoj Kulkarni, Company Secretary have been recognized as the Whole-time Key Managerial Personnel of your Company in accordance with the provisions of sections

2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

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 are the persons of integrity and have adequate experience to serve as Independent Directors of the Company.

Annual evaluation of Boards performance

The Nomination & Remuneration Committee (NRC) and the Board have adopted a methodology for carrying out the performance evaluation of the Board, Committees, Independent Directors and Non-Independent Directors of the Company, which includes criteria, manner and process for performance evaluation. The criteria in this respect include the Board composition and structure, effectiveness of board processes, information and functioning, 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.

Evaluation of Performance of the Board, its Committees, every Director and Chairperson, for the financial year 2021-22 has been done as per the adopted methodology which includes review, discussion, feedback and discussion on feedback received from the individual directors. The evaluation parameters and the process have been explained in the Corporate Governance Report.

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 FY2021-22 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 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, 2022, 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, 2022 and of the Loss 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 and are eligible for re-appointment. The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified Section 141 of the Companies Act, 2013 read with Rule4 of Companies (Audit & Auditors) Rules 2014. The Board is of the opinion that continuation of M/s. S R B C & CO LLP, as Statutory Auditors will be in the best interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company, for a term of five years, from the conclusion of the ensuing Annual General Meeting, till the Annual General Meeting to be held in the calendar year 2027, at such remuneration to be agreed and approved by the Board.

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

The Auditors Reports on Standalone Financial Statements (SFS) and Consolidated Financial Statements (CFS) for the financial year 2021-22 do not contain any qualification, reservation or adverse remark except the following:

Clause No. vii (a) of ANNEXURE 1 - STATEMENT ON MATTERS SPECIFIED IN PARAGRAPHS 3 AND 4 OF THE COMPANIES (AUDITORS REPORT) ORDER, 2020

Remark: Undisputed statutory dues including goods and services tax, provident fund, Employees State Insurance, Income-tax, duty of excise, value added tax, cess and other statutory dues have generally 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. b. Cost Auditors

Your Company is maintaining the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and had appointed M/s. CY & Associates, Cost Accountants, (Firm Registration No. 000334) as the Cost Auditors to conduct the audit of cost records of the Company and to issue Cost Audit Report for FY2021-22.

The Board has proposed the appointment of M/s S. R. Bhargave & Co., Cost Accountants, as the Cost Auditors of the Company for FY2022-23 at a remuneration of Rs.5,40,000/- (Rupees Five Lakh Forty Thousand Only) in plus applicable taxes and out of pocket expenses at actuals.

The consent has been received from M/s. S. R. Bhargave & Co., Cost Accountants, Pune, to act as the Cost Auditors of your Company for the financial year 2022-23 along with a certificate confirming their independence and eligibility.

Appropriate resolution has been recommended by the Board to be passed by the shareholders in the ensuing Annual General Meeting to ratify the remuneration of the Cost Auditors for the FY 2022-23.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Sharma & Trivedi LLP (LLP IN : AAW-6850) Practising Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure III to the Boards Report.

There are no observations / remarks or qualifications in the Secretarial Audit Report for FY2021-22 except the following:

Remark: Delay in filing few E-forms which were filed after prescribed time with additional fees.

Reply: There was delay in filing few e-forms with Ministry of Corporate Affairs for reasons beyond the control of the Company. However, such forms were filed with additional filing fees as prescribed under the Act and compliance has been regularized.

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 FY2021-22 and the reports of Joint Internal Auditors were reviewed by the Audit Committee from time to time at the meetings of Audit Committee. The observations and suggestions of the Internal Auditors were reviewed and necessary corrective/preventive actions were taken in consultation with the Audit Committee.

The Company has appointed M/s. Patil Hiran Jajoo, Chartered Accountants, Nashik and M/s Suresh Surana & Co. LLP, Mumbai as Joint Internal Auditors for FY 2022-23.

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

Department 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):

During the year under review, the Company had transferred a sum of Rs.85,810/- to the Investor Education and Protection Fund established by the Central Government (IEPF). The said amount represents Unclaimed Dividend (Interim & Final) for the year 2014-2015 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, 1,083 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.

The members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in prescribed Form IEPF 5 available on http://www.iepf.gov.in along with requisite fee as decided by the IEPF Authority from time to time. The member/claimant can file only one consolidated claim in a financial year as per the IEPF Rules.

Familiarisation Programme for Independent Directors

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

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 2021-22 were in compliance with the requirements of the Act and the Rules framed thereunder and LODR 2015. All the required approvals of the Audit Committee, the Board of Directors and Shareholders, as the case may be, have been obtained, in accordance with applicable laws for the Related Party Transactions. RPT Policy is uploaded on the website at https://www.ashokabuildcon.com/corporate-governance.php During the financial year 2021-22, 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 2021-22, there were no materially significant Related Party Transactions entered by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company. The details of the related party transactions are set out in Note No. 47 to the standalone financial statements forming part of the Report.

The Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in respect of disclosure of contracts/arrangements with related parties under section 188 is set out as Annexure-II to the 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 FY2021-22, in prescribed form MGT-7 is available on the website of the Company at: https://www.ashokabuildcon.com/financial-information.php

Corporate Social Responsibility

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

The Company was required to spend Rs.10.28 Crore on CSR activities for FY2021-22. The Company had spent Rs.10.33 Crore during FY2021-22. The Company has thus spent the entire amount required to be spent on CSR activities during FY2021-22.

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 May 25, 2022 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, 2022 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. Further, the Company conducts awareness programme at regular interval of time. 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 as follows. a. number of complaints filed during the financial yearNil

b. number of complaints disposed of during the financial year N.A. c. number of complaints pending as on end of the financial year.N.A.

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

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company between the end of 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 technology absorption towards No specific efforts made other than in the ordinary course of execution of the Project
ii the benefits derived like product improvement, cost product development substitution reduction, N.A. or import
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

The expenses in foreign exchange are as follows:

Particulars Amount (Rs. in lakh)
Import of Spares 18.29
Technical Consultancy 37.66
Tender & Survey Fees 1.20
Registration Fees 4.45
Staff Training / Seminar 3.28
Advertisement Expenses 6.81
Traveling 16.99
Total 88.69

The Company has received Rs.8.16 Crore as earnings in foreign currency during the year under review towards charges for Project monitoring services.

Details on Internal Financial Controls

The Company has in place adequate internal financial controls, some of which are outlined below. l 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, 2022, 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, 2022, 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. l 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. l 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. l Your Company has implemented new ERP (SAP) during the financial year 2018-19 and is being used regularly and effectively. l 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. l 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. l During the year the internal financialcontrols were reviewed and tested by a reputed firm of Chartered Accountants who report on quarterly basis on the process and systems of accounting and other operational processes of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Particulars of Employees

The statement containing top ten employees in terms of remuneration drawn and particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, the said annexure is open for inspection and has been hosted on the website of the Company at https://www.ashokabuildcon.com/corporate-governance.php In terms of Section 136 of Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement on employees particulars. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Managing Director and Whole-time Directors of your Company do not receive remuneration from any of the subsidiaries of your Company except Mr. Ashish Kataria, Non-Executive, Non-Independent Director of the Company, who received remuneration in FY 2021-22 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 Company is committed to maintaining the highest standards of corporate governance and continues to be compliant with the requirements of corporate governance as enshrined in the Listing Regulations. The report on corporate governance together with a certificate from the Practising Company Secretary, confirming compliance with corporate governance norms as stipulated in the Listing Regulations, forms a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 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; No significant or material 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.

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

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 co-operation 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
of Ashoka Buildcon Limited
Sd/-
(Ashok Katariya)
Place: Nashik Chairman
Date: May 25, 2022 DIN:00112240