ANAND PROJECTS LIMITED
Your Directors have pleasure in presenting their 82nd Annual Report togetherwith Audited Statement of Accounts for the year ended March 31M 2017:
|Particulars ||Current Year 2016-2017 ||Previous Year 2015-2016 |
| ||(Rs. in lacs) ||(Rs. in lacs) |
|Total Income ||10713.91 ||48106.04 |
|Profit before Interest & Depreciation ||696.13 ||2896.98 |
|Less: || || |
|Interest ||- ||- |
|Depreciation ||3.04 ||4.04 |
|Profit before Tax ||693.09 ||2892.94 |
|Tax Expenses || || |
|For the current year ||247.77 ||1020.99 |
|For the prior years ||-3.23 ||0.23 |
|Deferred Tax ||-7.86 ||(9.08) |
|Profit after Tax ||456.41 ||1880.80 |
|Balance brought forward ||7873.38 ||5992.58 |
|Appropriations ||- ||- |
|Transfer to General Reserve ||- ||- |
|Balance carried to Balance Sheet ||8329.79 ||7873.38 |
The total income of the company for the year under review is Rs. 10713.91 Lakhs ascompared to Rs. 48106.04/- lakhs recorded in the previous year. Net Profit tax stood atRs. 456.41 as compared to net profit of Rs. 1880.80 lakhs in the last year.
AMOUNT THE COMPANY PROPOSES TO CARRY TO ANY RESERVES
The Company proposes to transfer the following amounts to reserves:
|Name of Reserve ||Amount Transferred |
|Nil ||NA |
As you are aware that the Company is carrying of business in the field of engineeringprojects execution and construction services for infrastincture projects. Your Directorsare pleased to inform you that the Company is in process of implementation of 1980 MWSuper Critical Thermal Power Project at Lalitpur Distt.-Jhansi in the State of UttarPradesh and received encouraging response and is successfully executing EngineeringProcurement and Construction (EPC) services in power sector at Distt.-Lalitpur (UttarPradesh). Your Company is highly optimistic to improve its order book substantially byprocuring further Contracts and Orders in the forth coming years.
In order to conserve resources for operational purposes your Directors did notrecommend any dividend on the equity shares for the year under review.
LISTING OF SECURITIES
The Company's equity shares are listed on BSE Limited. The AflflUal Listing fees foithe year 2017-2018 have been paid by the Company to BSE Limited. All the stakeholders arefurther requested to have dematerialisation of equity shares held by them (if notdematerialised yet) at the earliest as per the criteria / parameters / norms /requirements of the Stock Exchange for trading of the shares.
During the year under review your Company has not accepted any deposits under theprovisions of Section 73 of the Companies Act 2013 and the rules made there under forthe time being in force.
MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE
There have been no material changes and commitments affecting financial position of theCompany that have occurred between the balance sheet date and date of this report.
IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS
During the period under review there have been no significant and material orderspassed by any regulators or courts or tribunals impacting the going concern status andCompany's operation in future.
HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
During the year under review the Company is not having any subsidiary Company holdingCompany & Associate Company.
As on March 31 2017. the issued subscribed and paid-up share capital of your Companystood at Rs.9342900/- comprising 9.34290 Equity shares of Rs.10/- each.
The Company has not availed any credit facilities / financial assistance from anyfinancial Institution(s) and/or Bank(s).
DIRECTORS AND KEY MANEGERIAL PERSONNEL Retirement by rotation
In pursuance to the applicable provisions of the Companies Act 2013 read with (Articlesof Association of the Company). Mr. Alok Kumar Gupta (DIN: 06555961) Director retires atthe ensuing Annual General Meeting and being eligible offer himself for re-appointment.The Board recommends his re-appointment.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act. 2013 (The Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return in theprescribed form MGT-9 is annexed as "Annexure-I".
DETAILS OF BOARD MEETINGS
The Board met 6 (Six) times during the financial year the detail of which are given inthe corporate governance report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Aet 2013.
COMMITTEES O BOARD
During the year under review the details of composition of the various Committees ofthe Board of Directors (including re-constitution) are as under:-
|I) Audit Committee ||2) Nomination and Remuneration Committee |
|3) Stakeholders' Relationship Committee ||4) Corporate Social Responsibility Committee |
|5) Vigil Mechanism Committee ||6) Finance and Borrowing Committee. |
All the above mentioned committees consist maximum of independent directors. A detailednote on the composition of the Board and its committees is provided in the corporategovernance report section of this Annual Report.
During the year under review The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandated. The Company has adopted various policies andthese are reviewed periodically by the Board and updated based on need and new compliancerequirement.
A detailed note on the Policies of the Board is provided in the corporate governancereport section of this Annual Report.
DECLARATION FROM INDEPENDENT DIRECTOR
The Company has received necessary declaration from each independent director(s) underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 159(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and the relevant provisions ofthe Listing Regulations the Board has carried out an annual evaluation of its ownperformance and that of its Committees as well as performance of the Directorsindividually. Feedback was sought by way of a structured questionnaire covering variousaspects of the Board's functioning such as adequacy of the composition of the Board andits Committees Board culture execution and performance of specific duties obligationsand governance and the evaluation was carried out based on responses received from theDirectors.
A separate exercise was carried out by the Nomination and Remuneration Committee of theBoard to evaluate the performance of individual Directors. The performance evaluation ofthe Non-Independent Directors and the Board as a whole was carried out by the IndependentDirectors.
The performance evaluation of the Chairman of the respective Committee Meeting(s) ofthe Company was also carried out by the Independent Directors taking into account theviews of the Executive Director and Non-Executive Directors. The Directors expressed theirsatisfaction with the evaluation process.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has formulated a Familiarisation Programme for Independent Directors withan aim to familiarize the Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. to provide them with better understanding of thebusiness and operations of the Company and so as to enable them to contributesignificantly to the Company The Company shall conduct periodical meetings and makepresentations to familiarize Independent Directors with the strategy operations andfunctions of the Company.
The details of such familiarisation programme have been disclosed on the website of theCompany under the web link http://www.anandprojects.com/policies.php.
AN AND'S CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirement of SEBI (Prohibition of Insider Trading) Regulation 2015. The Insider TradingPolicy of the Company lays down guidelines and procedure to be followed and disclosure tobe made while dealing with the shares of the Company as well as the consequences ofviolation. The policy has been formulated to regulate monitor and ensure reporting ofdeals by employees and to maintain the highest ethical standards of dealing in Companysecurities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information are available on our website fhttp://www.anandproiects.com/Dolicies.php)
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that;
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(0 the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
AUDITOR AND AUDITOR'S REPORT
The members had at their 79th Annual General Meeting held on September 29 2014already approved the appointment of M/s R. S. Dani & Co. Chartered Accountants (FirmRegistration No.000243C as Statutory Auditors of the Company for the next five (5)financial years i.e. 2014- 2015 2015-16 2016-17 2017-18 and 2018-19.
Pursuant to Rule 3(7) of the Companies (Audit and Auditors) Rules 2014 the aforesaidappointment needs to be ratified by the members at the forthcoming Annual General Meeting.Accordingly on recommendation of the Audit Committee the Board of Directors recommendsto the shareholders the ratification of appointment of M/s. R. S. Dani & Co.Chartered Accountants as the Statutory Auditors of the Company to hold office from theconclusion of this meeting until the conclusion of the Annual General Meeting to be heldfor the financial year 2018-19.
A certificate from M/s. R.S Dani & Co. Chartered Accountants that theirappointment is within the prescribed limits under Section 141 of the Companies Act 2013has been obtained.
The observations and comments given in the report of the Auditors read together withnotes to accounts are self-explanatory and hence do not call for any further informationand explanation or comments under Section 134(3)(f) of the Companies Act 2013. The reportdoes not contain any qualification reservation or adverse remark or disclaimer.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthereunder Mr. Amit Kansal Practicing Company Secretary (1CSI Certificate of Practice No.10283) 185A Express view Apartment Sector 93 Noida-201301 (U.P.) was re-appointed asSecretarial Auditor of the Company to conduct the secretarial audit of the Company forthe fiscal year 2017.
The Secretarial Audit Report is annexed as "Annexure-II". The report does notcontain any qualification reservation or adverse remark or disclaimer.
The Board has further appointed Mr. Amit Kansal Practicing Company Secretary (1CS1Certificate of Practice No. 10283) as Secretarial Auditor of the Company for the fiscalyear 2018.
AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015the auditors' certificate on corporate governance is enclosed as "Anncxure-III"to the Board Report. The auditors' certificate for fiscal 2017 does not contain anyqualification reservation or adverse remark.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements made with related parties referred to inSection 188(1) of the Companies Act 2013 (as applicable / required) in the prescribedForm AOC-2 is appended as "Annexure-IV" to the Board's Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 (as applicable / required) are given in the notes to theFinancial Statements.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. A policy in this regardhas been framed by the Company for effective formulation of Internal Financial Controls.
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. From time to time some training program(s) that provide focused peopleattention are/would be called up. Your Company thrust is on the promotion of talentinternally through job rotation andjob enlargement.
A) Details of the ratio of the remuneration of each director and/or KMPs to the medianemployee's remuneration and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
|s. No. Name of Director / KMP and Designation ||*Remunerati on of Director / KMP for financial year 2015-16 (in Rs.) ||% increase in Remuneration in the financial year 2015-16 ||Ratio of remuneration of each Director/to median remuneration of employees |
|1 Mr. Alok Kumar Gupta (Whole-Time Director & CFO) ||5282860 ||10.00% ||10.61 |
|2 Mr. Surendra Kuinar Sharma (Company Secretary) ||3000000 ||16.67% ||Not Applicable |
|3 Mr. Upendra Prasad Non-Executive Director ||NIL ||NIL ||Not Applicable |
|4 Mr. Jeanette Luisa Alphonso Non-Executive Director ||NIL ||NIL ||Not Applicable |
|5 Mr. Omparkash Vernia Non-Executive Director ||NIL ||NIL ||Not Applicable |
^Annual CTC paid by the Company.
i) Median remuneration of employees of the Company during the financial year 2016- 2017was Rs. 560983/-.
ii) Median remuneration of employees of the Company during the financial year 2015-2016 was Rs. 494146/-.
iii) There were 24 confirmed employees on the rolls of the Company as on 31st March2017.
iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year is 10% and its comparison with thepercentile increase in the managerial remuneration is 10%.
v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors. Key Managerial Personnel and other Employees.
B) Derails of every employee of the Company as required pursuant to rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014: During theyear under consideration none of the employees of the company was in receipt ofremuneration in excess of limits prescribed under clause 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence particulars asrequired under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not given.
CORORATE SOCIAL RESPONSIBILITY
As per the Companies Act 2013 all Companies having a net worth of Rs. 500 crore ormore or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more duringany financial year are required to constitute a CSR committee of the Board of Directorscomprising three or more directors at least one of whom should be an independentdirector.
All such Companies are required to spend at least 2% of the average net profit of theirthree immediately preceding financial years on CSR-related activities. Accordingly theCompany was required to spend Rs. 4955965/- towards CSR activities. In year 2016-17 noamount has been spend for CSR. The annual report on our CSR activities is appended as"Annexure-V".
REPORT ON CORPORATE GOVERNANCE
The Company recognizes and embraces the importance of Corporate Governance. CorporateGovernance is about maximizing shareholder's value legally ethically and sustainably.Anand believe sound corporate governance is critical to enhance and retain investor trust.
Our disclosure seeks to attain the best practices in efficient corporate governance.Our Corporate Governance report for the fiscal year 2017 forms part of this Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the CompanyDisclosure of particulars with respect to conservation of energy technology absorptionand foreign exchange earnings and outgo as required under Section 134(3)(m) of CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 respectively arenot applicable to the Company.
During the year under review there was no foreign exchange earnings and outgo.
PARTICULARS OF EMPLOYEES
As required under the provision of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company is not given as there were no employees drawingremuneration beyond the prescribed limit under the above referred provisions.
Your Directors wish to place on record their sincere appreciation of the assistance andsupport extended by customers financial institutions banks vendors Government andother associated (as the case may be) with the activities of the Company. Your Directorsacknowledge with gratitude the encouragement and support by our valued shareholders.
| ||For and on behalf of the Board of Directors of |
| ||ANAND PROJECTS LIMITED |
| ||Sd/- ||Sd/- |
| ||Alok Kumar Gupta ||Jeanette Luisa Alphonso |
|Place: Noida ||(Whole-time Director & CFO) ||(Director) |
|Dated: May29th 2017 ||(DIN: 06555961) ||(DIN: 07145918) |