The Directors have pleasure in presenting before you the 18^th Annual Report of the Company together with Audited Statements of Accounts for the Financial Year ended 31^st March, 2018:

1. Financial Position & Performance:

A. ARSS Infrastructure Projects Limited (As per IND AS)

The performance during the period ended 31st March, 2018 has been as under (Standalone):

(Rs. In Crores)

B. Subsidiary/ Associate & Joint Venture Company

(Rs. In Crores)

2. Dividend

Your Directors have not recommended any dividend for the financial year ended March 31, 2018.

3. Operating Result :

The turnover of the Company in the year is Rs.584.34 crores as compared to Rs.836.65 crores in the previous financial year. The profit before tax is Rs. (78.77) crores as compared to Rs. (336.39) crores for the previous financial year.

4. Details of Subsidiary, Joint Venture or Associates

A. Details of Subsidiary and Associate Companies

During the year under review no companies have become or ceased to be company’s subsidiary, joint ventures or associate companies. A report on the company’s subsidiary, joint ventures or associate companies as per companies Act, 2013 is provided hereunder:

B. Joint Venture (AOP)

During the year under review the following joint ventures were closed:

5. Consolidated Financial Statements:

Consolidated financial statements (consolidating financials of ARSS Damoh - Hirapur Tolls Private Limited being its subsidiary company and of ARSS Developers Limited being its associate company) in terms of Section 129 (3) of the Companies Act, 2013 read with rule 6 of Companies (Accounts) Rules, 2014 and under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “SEBI Listing Regulations”) and as per requirements of Indian Accounting Standards (‘IND-AS’) under Companies Act, 2013 on accounting and disclosure requirements, the Audited Consolidated Financial Statements are provided in this Annual Report.

Pursuant to the Section 129 (3) of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financials statements of each of the subsidiary and associate company in the prescribed form AOC-1 is annexed to this annual report.

Pursuant to the Section 136 of the Companies Act, 2013 financial statements of subsidiary/ associate companies are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.arssgroup.inunder the Investors Section.

6. Reserve

No amount was proposed to be transferred to general reserve.

7. Operations- Work Orders

Your Directors are pleased to inform that during the year under report, the Company (alongwith it’s JVs) has secured the following contracts (work order):

a. Package- 1 Execution of balance works for construction of major bridges (excluding the work of bridge superstructures of steel open web and composite girders) of bridge no. 326 (3x30.5m open web steel girder), 341 (3x30.5m composite steel girder welded type), 348 (7x30.5m open web steel girder), 352 (3x12.2m PSC), 355 (5x30.5m open web steel girder), 367 (6x30.5m composite steel girder welded type) and 390 (10x30.5m open web steel girder) in connection with doubling between Jaroli (incl.) and Jakhapura (incl.) (170.903 km) on Khurda road division of east coast railway in the state of Odisha, India.” is awarded in favour one of our Company ARSS Infrastructure Projects Limited by Rail Vikas Nigam Limited on 16^th February, 2018 with a contract value Rs. 89.01 crores.

b. Package-2 Execution of balance works for construction of major bridges (excluding the work of bridge superstructures of steel open web girders) of bridge no. 24 (3x18.3m PSC), 43 (3x18.3m PSC), 58 (1x30.5m open web steel girder), 66 (3x45.7m open web steel girder), 97 (3x18.3m PSC) in connection with doubling between Jaroli (incl.) and Jakhapura (incl.) (170.903 km) on Khurda road division of east coast railway and Chakradharpur division of south eastern railway in the state of Odisha, India is awarded in favour one of our Company ARSS Infrastructure Projects Limited by Rail Vikas Nigam Limited on 16th February, 2018 with a contract value of Rs. 32.08.

c. Excavation & Cement Concrete Lining of Baitarani Left Bank Canal (BLBC) from RD 24.08 Km to RD 28.50 Km. Including construction of Structures and Service Road is awarded in favour of our Company ARSS Infrastructure Projects Limited by Chief Construction Engineer, Anandapur Barrage Project, Salapada on 22^ndNovember, 2017 with Contract Value Rs. 49.37 Crores.

d. Execution of balance work of roadbed, major & minor bridges, track linking, S&T service buildings, other civil works and outdoor signaling in connection with doubling work Between BLSN to RVH (In) Section (Excluding ANMD yard) and residential & other service buildings at MSMD & ANMD of Sambalpur Division of East Coast Railway & Raipur Division of SECR in the state of Chhattisgarh, INDIA a part of Raipur - Titlagarh Doubling is awarded in favour of our Company ARSS Infrastructure Projects Limited by Rail Vikas Nigam Limited on 20^thNovember, 2017 with a contract value of Rs. 8709 Crores.

e. Jagdalpur - Koraut Doubling: Supplying, transporting and stacking of 90,000 cum of contractor’s hard stone machine crushed Track Ballast as per Railway specifications between Ambagaon - Khadapa stations (from Km.270.40 to Km.244.00) on KK line of WAT Division of East Coast Railway is awarded in favour one of our Joint Venture (JV) named ‘ARSS-LgPpL (JV)” by by East Coast Railway on 24^th August, 2017 with a contract value of Rs. 15.78 Crores.

f. Supplying and stacking of contractor’s hard stone machine crushed Track Ballast as per Railway specifications between Jarpada and Talcher Road in connection with Talcher - Sambalpur doubling is awarded in favour one of our Joint Venture (JV) named ‘ARSS-SCPL (JV)” by by East Coast Railway, Bhubaneswar on 23^rd August, 2017 with a contract value of Rs. 16.95 Crores.

g. Crushing of contractors hard stone using mechanized crusher to 50 mm gauge of 10,000 Cum (as per specifications) transporting the same to Kakrigumma Depot unloading and stacking on level ground including dressing of ground and loading the same into Railway wagons at Kakrigumma Depot under the jurisdiction of Asst. Divl. Engineer/ Laxmipur on Koraput - Rayagada line of Waltair Division is awarded in favour of our Company ARSS Infrastructure Projects Limited by Divisional Railway Manager, East Coast Railway, Waltair on 11^th July, 2017 with a contract value of Rs. 1.30 Crores.

h. Koraput - Singapur Road Doubling Project: Construction of Major Bridge No. 1 (1x18.3m Composite Girder, RUB), Br. No 3 (5x30.5m composite Girder), Br. No.6 (5x30.5 Composite Girder), Br. No.12 (1x12.2m 1 x 30.5m 1x12.2m Composite Girder), Br. No.19 (1x12.2m 1x30.5m 1x12.2m Composite Girder),Br. No. 21A (1x36.0m Composite Girder, ROB), Br.NO.25 (2x9.15m RCC Box) & Br. NO. 26 (3x6.1m RCC Box) between Koraput -Damanjodi stations in connection with Doubling of Koraput - Singapur Road section of WAT Division, East Coast Railway” is awarded in favour one of our Joint Venture (JV) named ‘ARSS-SCPL (JV)” by by East Coast Railway on 04th July, 2017 with a contract value of Rs. 71.57 Crores.

i. Supply of Ballast in connection with 3^rd & 4^th line work between Salegaon to Rajathgarh in KUR Division awarded in favour one of our Joint Venture (JV) named ‘ARSS-SCPL (JV)” by by East Coast Railway, Bhubaneswar on 04th May, 2017 with a contract value of Rs. 1782 Crores.

j. Bhadrak - Nergundi 3^rd Line: Supply of machine crushed hard stone ballast in connection with doubling between Kapilas Road and Salegaon stations under KUR Division of E. Co. Railway awarded in favour of our Company ARSS Infrastructure Projects Limited by East Coast Railway, Jajpur on 11^th April, 2017 with a contract value of Rs. 4.19 Crores.

8. Performance and financial position of each of the subsidiaries and associates companies are included in the consolidated financial statement.

9. Listing with stock exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the Company’s Shares are listed.

10. Management Discussion and Analysis Report:

As required under regulation 34 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report as ‘Annexure-A’.

11. Corporate Governance and Shareholders Information:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI). The report on Corporate Governance as prescribed in Schedule V (C) of the SEBI Listing Regulations forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance along-with a declaration signed by Managing Director stating that the members of the Board of Directors and Senior Management personnel have affirmed compliance with the respective codes of conduct of the Board of Directors and Senior Management is attached to the report on Corporate Governance. A report on Corporate Governance is included as a part of this Annual Report as ‘Annexure-B.

12. The extract of the annual return as provided under sub-section (3) of section 92;

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as ‘Annexure - C’.

Annual return of the Company is placed of the Company the web link for the same ishttp://arssgroup.in/pdf/Annual%20 Return%202018.pdf

13. Board Meetings:

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR Committee.

During financial year 2014-15, in accordance with the provisions of the erstwhile Clause 49 of the Listing Agreement, the Board had voluntarily constituted the Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at these meetings, are provided in the Corporate Governance Section of the Annual Report.

14. Number of Board Meetings:

Five Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the Board Meetings were held are as follows:

27^th May, 2017, 9^th August, 2017, 14^th September, 2017, 11^th December, 2017 and 12^th February, 2018.

15. Committees of the Board of Directors

a. Audit Committee

The company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 4 of Corporate Governance Report attached with this annual report.

b. Nomination and Remuneration Committee

The company has in place Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 5 of Corporate Governance Report attached with this annual report.

c. Corporate Social Responsibility Committee (CSR):

The company has in place Corporate Social Responsibility Committee (CSR) in terms of the requirements of section 135 and Schedule VII of the Companies Act, 2013. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 6 of Corporate Governance Report attached with this annual report.

d. Shareholders Relationship Committee

The company has in place Shareholders Relationship Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in ‘Annexure B’ of the Board Report on the Corporate Governance forming part of this report. Members are requested to refer to point No. 7 of Corporate Governance Report attached with this annual report.

16. Dematerialization of shares:

Physical/ NSDL/ CDSL/Summary Report as on 31^st March, 2018, representing 65.22% of total Equity Share Capital of the Company were held in dematerialized form. The Company’s Registrars is Bigshare Services Private Limited, 1^st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai - 400 059, Maharashtra.

* 78,94,736 Equity Shares (out of 79,07963 Equity Shares shown in Physical mode of holding as on 31.03.2018) were issued to promoters and their associates on 9^th August, 2017 on preferential basis under CDR scheme. Due to pending requisite approvals from the Stock exchanges for dematerialization, shares are shown as in physical mode as on 31.03.2018. Further, the company had obtained final listing and trading permission from the stock exchanges (BSE & NSE) on 22^nd June, 2018 for 78,94,736 for final Listing & Trading of these Equity Shares and these shares were taken into dematerialization by NDSL & CDSL.

17. Public deposits, covered under Chapter V of the Act

Your Company has not invited any deposit from public and shareholders. So, the provisions of the Chapter V of the Companies Act, 2013 are not attracted.

18. Auditors:

Statutory Auditors:

As per the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 (the ‘Act’) read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 M/s Ajay B Garg, Chartered Accountants, Mumbai, (Membership No. 32538) Statutory Auditors of the Company was appointed for a term of 4 years i.e. till the conclusion of 19th Annual General Meeting (AGM), which was subject to ratification at every AGM, hold office until the conclusion of ensuing Annual General Meeting.

Cost Auditors:

Company has maintained proper cost records and books of account pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company’s products/ services.

M/s. Asutosh & Associates, Cost Accountants, Bhubaneswar were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31^st March, 2018 by the Board of Directors pursuant to the Section 148 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014.

Secretarial Auditors:

M/S Deba Mohapatra & Co., a firm of practicing Company Secretaries, Bhubaneswar (FRN: P2002OR002800) were appointed as Secretarial Auditors of the Company for the financial year 2017-18 by the Board of Directors pursuant to the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by M/S Deba Mohapatra & Co., is enclosed as a part of this report ‘Annexure-D’. Qualifications or remarks made by the Secretarial Auditor in his Report are self explanatory.

Internal Auditors:

M/s. PR & Associates, Cost Accountants, Bhubaneswar were appointed as Internal Auditors of the Company for the financial year 2017-18 by the Board of Directors pursuant to the Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

19. Report of Auditors:

Statutory Auditors

Our reply to the qualifications of Auditors: -Basis for Qualified Opinion

a. In the absence of audited books of accounts of Balaji-ARSS JV, ARSS-MVPL JV, ARSS-SIPS JV, ARSS-BMS JV, discrepancies, if any, between the said accounts with that of the Company is not ascertainable.

Company Reply: The Joint Venture has completed the object for which it was formed. No transaction has been entered into during the Year. The accounts of the JVs are under the control of respective JV Partners i.e. Balaji Engicons Pvt. Ltd, Mateshweri Vanijya Pvt. Ltd , Shyam Indus Power Solutions Pvt. Ltd. and BMS Projects. The accounts of these JVs are yet to be finalized from their end. Hence financial implication for the JV is not quantifiable. However the accounting effect of the discrepancies, if any after the finalization of its accounts will be given at current date.

b. In absence of relevant records, Contract-wise surplus/loss has neither been ascertained nor recognized in compliance with Ind AS-115 ‘Revenue from contract with customers’

Company Reply: During the work execution period there is escalation claim, revision of contact value, extension of completion period, etc due to which unpredictable variation in reliable estimation of revenue and cost. Also the allocation of combine Operating overhead, Head office overhead and Financial Cost is not possible due to combine use or high swapping of resources, size of the Contracts. Hence financial implication of the qualification is not quantifiable.

c) The company has overdue accumulated secured debts amounting to Rs. 1491.49 Crores subject to reconciliation interest thereon from 01.04.2016. Banks has classified it as NPA. No interest has been charged on these secured debts to the Profit & Loss account resulting in understatement of loss to that extent and understatement of liability. Secured lenders have served notices on various dates under section 13(2) of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 for recovery of their dues.

Company Reply: The Company has not provided interest on NPA accounts, Since the outstanding amount is not quantifiable and the company is in the process for one time settlement with the banks.

d) Interest on Service Tax payable of Rs. 88.03 Lakhs has not provided, resulting to underreporting of loss to that extent.

Company Reply: Management is unable to determine input credit of service tax and there would be variation in service tax liability, hence unable to quantify interest liability on same.

e) Interest on Mobilization Advance Received of Rs. 365.89 Lakhs has not been provided, resulting to underreporting of loss to that extent.

Company Reply: Interest on Mobilization Advance Received of Rs. 365.89 Lakhs has not been provided as the department has the practice to deduct interest & principal of mobilization advance from our running account bill.

Secretarial Auditors:

Report of the secretarial auditors as attached is self explanatory in terms of qualifications.

20. Directors /Key Managerial Personnel Appointed / Resigned During the Year:

The following were appointed/ reappointed/ Resigned as Directors /Key Managerial Personnel during the financial year under review:

21. Key Managerial Personnel

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder

a. Mr. Rajesh Agarwal, Managing Director;

b. Mr. S. K. Pattanaik, Chief Financial Officer

c. Ms. Alka Khemka, Company Secretary

22. Re-appointment of Mrs. Janhabi Deo as Woman/ Independent Director

Mrs. Janhabi Deo (DIN: 07257699), who was appointed as Non-Executive Woman Independent Director by the board of directors through resolution by circulation from 11^th November, 2017 to 10^th November, 2018 for the period of one year and whose term of office is expiring on to 10^th November, 2018, who has consented for re-appointment as Independent Director of the company & has also submitted a declaration that she meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for re-appointment, the board has proposed her candidature for the office of Director pursuant to the provisions of section 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, is proposed to be re-appointed as Woman Independent Director of the Company with effect from 11^th November, 2018 to 10^th November, 2023 (for five years) not liable to retire by rotation.

23. Continuation of Mr. Swarup Chandra Parija as Independent Director

Pursuant to the SEBI notification dated 9^th May, 2018 amended Regulation 17 of SEBI (LODR), 2015 effective from 1^st April, 2019, board has proposed to shareholders for approval for continuation of directorship of Mr. Swarup Chandra Parija (DIN: 00363608) who was appointed by the Members of the Company on 29^thSeptember, 2015 for a period of five years with effect from 1^st April, 2016 to 31^st March, 2021) till the completion of his present term i.e. up to 31^st March, 2021 as an Independent Director (who is age of 77 (seventy seven) years and above.

24. Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

25. Director’s Responsibility Statement:

Pursuant to the section 134 sub-section (3) clause (c) Directors confirm and state that—

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

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls and such internal financial controls are adequate and are operating effectively.

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

26. Code of Conduct

The Code of Conduct (hereinafter referred to as ‘Code’) is applicable to all its Board Members and Senior Management Personnel of the Company. A Code of Conduct for the Directors and Senior Management Personnel has already been approved by the Board of Directors of the Company. All Board Members and Senior Management Personnel had affirmed compliance with the Code during the year and no violation of the same was reported. A declaration to the effect that all Board Members and Senior Management Personnel have complied with the Code during the financial year 2017-18, duly signed by Managing Director of the Company is herein below enclosed with Corporate Governance Report. The Code has also been posted on the Company’s Web-site.

27. Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees & Particulars of employees:

The information required pursuant to Section 197 (12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year.

a. Mr. Subash Agarwal- Chairman- 1: 22.91

b. Mr. Rajesh Agarwal- Managing Director- 1: 20.83

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year - 0%

(iii) The percentage increase in the median remuneration of employees in the financial year- 20%

(iv) The number of permanent employees on rolls of the company.

Total 609 employees as on 31^st March, 2018.

(v) The explanation on the relationship between average increase in remuneration and company performance.- The loss in the financial year 2017-18 is much lower than of the losses of previous financial year. The increase in the remuneration of the median remuneration of employees is based on inflation consideration.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.- Though the loss in the financial year 2017-18 is much lower than of the losses of previous financial year. There were no changes in the remuneration of Key Managerial Personnel in the last financial year.

(vii) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over/ decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

- Variations in the market capitalization of the company: The market capitalization of the company as on 31.03.2018 was Rs. 64.33 crores and as on 31.03.2017 market capitalization was Rs. 103.06 crores.

-Percentage increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year:

The Company had come out with initial public offer (IPO) in 2010 with issue price per share of Rs. 450/-. Share price as on March 31, 2018 with NSE is Rs. 43.34 per share indicating decrease in the market quotation of shares.

(viii) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration- There were increase in the salaries of some employees in the last financial year but there were no changes in the remuneration of the managerial personnel in the last financial year.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company- Same response as in point vi) above .i.e. 0%.

(x) The key parameters for any variable component of remuneration availed by the directors; - No Director has received any variable component of remuneration in the last financial year though Chairman and Managing Director are entitled for commission upto 6% of the net profit of the company for the financial year in which adequate profit is earned, computed in the manner laid down in section 198 of the Companies Act, 2013.

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: 0.79: 1

(xii) The remuneration paid to employees is as per the remuneration policy of the Company.

As required under the provision of Section 197 (12) read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, as amended, there was no employees who have drawn salary or appointed under this category during the financial year 2017-18.

28. Company’s Policy On Directors’ Appointment And Remuneration Including Criteria For Determining Qualifications, Positive Attributes, Independence Of A Director And Other Matters Provided Under Sub-Section (3) Of Section 178;

The same has been provided in detail in the Corporate Governance Report attached with the board report.

29. Declaration given by independent directors under sub-section (6) of section 149;

The Company has complied with the definition of Independence as per regulation SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and according to the Provisions of section 149(6) Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.

30. Industrial Relation:

Employee relations continued to be cordial throughout the year. The whole-hearted support of employees and a sense of belongingness with the organization and solidarity with the management of the Company have helped to cope with the present challenges of the Company during the year.

31. Adequacy of internal financial controls with reference to the Financial Statements. -

Management has put in place effective Internal Control Systems to provide reasonable assurance for:

- Safeguarding Assets and their usage.

- Maintenance of Proper Accounting Records and

- Adequacy and Reliability of the information used for carrying on Business Operations.

Key elements of the Internal Control Systems has been provided & explained in MDA report attached with Director’s report.

32. Annual Evaluation by the Board of Its Own Performance (Including Committees and Individual Directors)

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

33. Independent Directors Meeting

During the year under review, the Independent Directors of the Company met on 12^th February, 2018, inter-alia,to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

34. Familiarisation Programme of Independent Directors

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc. The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company.

35. Details of significant and material orders:

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

36. Particulars of Loans, Guarantees or Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements, if any.

37. Particulars of Contracts or Arrangements with Related Parties Referred To In Sub-Section (1) of Section 188 in the Prescribed Form AOC-2

All related party transactions attracting compliance under Section 188 and / or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee was also sought for transactions which are of a foreseen and repetitive nature.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors of the Company is uploaded on the website of the Company i.e www.arssgroup.in.

The particulars of contracts entered into with related parties during the year as per Form AOC-2 is enclosed as ‘Annexure-E’.

38. Material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

a. Final Listing & Trading permission of Equity Shares- The company had obtained final listing and trading permission from the stock exchanges (BSE & NSE) on 22^nd June, 2018 for 78,94,736 Equity shares issued and allotted to promoters and their associates on preferential basis pursuant to the CDR Scheme.

b. Application to NCLT, Kolkata Bench under IBC, 2016 - One of the ‘Operational Creditors’ M/s Sri Shyam Steels, Rourkela, has filed an application under section 9 of The Insolvency And Bankruptcy Code, 2016, before Hon’ble National Company Law Tribunal (NCLT), Kolkata Bench at Kolkata for initiating ‘Corporate Insolvency Resolution Process. The company was served a copy of the application (before filing with NCLT) on 17^th May, 2018.

c. FIR by Central Bureau of Investigation ‘CBI’- Central Bank of India has filed a FIR against our subsidiary company ‘ARSS Damoh Hirapur Tolls Private Limited’ its directors and guarantors including ARSS Infrastructure Projects Limited (being corporate guarantor) on 9^th April, 2018 in connection with the loan provided to our subsidiary company ‘ARSS Damoh Hirapur Tolls Private Limited’.

39. Forensic Audit By SEBI

Pursuant to the SEBI order dated September 25, 2017 ref. no. SEBI/WTM/MPB/ISD/39/2017 directing Exchanges to conduct forensic audit of our company, KPMG was appointed by National Stock Exchange of India Ltd. to conduct forensic audit of our company w.e.f. 22^nd December, 2017 Further report of the same is still awaited.

40. Compounding status

Four more Sections (Nine Sections already compounded in the financial year 2016-17) out of thirty eight sections for which show cause notices were issued by the office of Regional Director, Eastern Region and Registrar of Companies of Odisha at Cuttack Pursuant to the inspection held under section 209(A) of The Companies Act, 1956 were compounded during the financial year 31st March, 2018. Hence till date total 13 sections have been compounded out of thirty eight sections for which show cause notices were issued. Please refer point No. VII of MGT-9 attached with this report for further details.

41. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

During the year under review, the Company has taken adequate measures for conservation of energy and also has not gone for any technology absorption whatsoever in accordance with the provisions of sub - Section (3) (m) section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The Company has neither earned any income nor incurred any expenditure in foreign currency during the financial year ended 31^st March, 2018.

42. Development and Implementation of Risk Management Policy:

The Company has established risk management framework. The Company has been addressing various risks impacting the Company. In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company at its Meeting held on February, 2015 has constituted a Risk Management Committee and has approved the Risk Management Policy of the company. This Committee has been delegated the authority by the Board to review and monitor the implementation of the risk management policy of the Company.

43 Corporate Social Responsibility

i) Terms of reference:

The Committee formulates CSR Policy. The role of the Committee is as under:

a. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

b. Recommend the amount of expenditure to be incurred on the activities referred in the CSR policy.

c. Monitor the CSR Policy of the Company and its implementation from time to time.

d. Such other functions as the Board may deem fit from time to time.

ii) Composition, name of Members and attendance during the year:

The CSR Committee of the Company consists of 2 Non-Executive Independent Directors and 1 Executive Director.

*Mrs. Rima Dhawan resigned from the CSR Committee and the committee was re-constituted by the board in their meeting held on 9^th August, 2017 and Board approved the appointment of Mr. Pareswar Panda as Member/Chairman of the CSR Committee.

iii) No. of Meetings held during the year:

During the year the Committee had met once i.e. on 9^th August, 2017

iv) Amount incurred on CSR activities during the year:

Section 135 of the Companies Act, 2013 & Companies (Corporate Social Responsibility Policy) Rules, 2014, (CSR Rules) makes it mandatory for certain companies who fulfill the criteria as mentioned under Sub Section 1 of Section 135 to comply with the provisions of Corporate Social Responsibility and accordingly company had constituted a CSR committee and has also adopted the CSR Policy for the company as approved by the committee.

Since the average of the last three years profit was in negative figures this time i.e. (Rs. 320.59) crores loss, company need not to incur any amount towards CSR in the FY 2017-18.

A responsibility statement of the CSR Committee

The CSR Committee has confirmed that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

44. Whistle Blower Policy of the Company:

In accordance with requirement of Companies Act as well as listing agreement a vigil mechanism has been adopted by the board of directors and accordingly a whistle blower policy has been formulated with a view to provide a mechanism for employees of the company to approach Internal Auditor or Chairman of the Audit Committee of the Company to report any grievance. There were no complaints under the whistle blower during the year under review. A link to such policy is also provided in the website of the company.

45. Internal Complaint Committee

Company has a well formulated Policy on Prevention & Redress of Sexual Harassment. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The policy covers all employees, irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. During the year 2017-18, no case of Sexual Harassment was reported. The Company has complied with provision relating to the constitution of internal complain committee under the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013.

46. Reporting of Frauds:

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

47. Acknowledgement:

Your Directors would like to acknowledge and place on record their sincere appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers and members during the year under review. Your Directors also place on record their deep sense of appreciation for the committed services by the executives, employees at all levels.

For and on behalf of the Board of Directors

Sd/-

Place: Bhubaneswar (Subash Agarwal)

Dated: 10^th August, 2018 Chairman