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Anand Projects Ltd.

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Anand Projects Ltd. (ANANDPROJ) - Director Report

Company director report

To

The Members

ANAND PROJECTS LIMITED

Your Directors have pleasure in presenting their 81st Annual Report togetherwith Audited Statement of Accounts for the year ended March 31 2016:

Particulars Current Year Previous Year
2015-2016 2014-2015
(Rs. in lacs) (Rs. in lacs)
Total Income 48106.04 20298.66
Profit before Interest & Depreciation 2896.98 2197.68
Less:
Interest - -
Depreciation 4.04 6.19
Profit before Tax 2892.94 2191.49
Tax Expenses
For the current year 1020.99 750.00
For the prior years 0.23 (4.06)
Deferred Tax (9.08) (3.23)
Profit after Tax 1880.80 1448.78
Balance brought forward 5992.58 4543.80
Appropriations - -
Transfer to General Reserve - -
Balance carried to Balance Sheet 787338 5992.58

FINANCIAL PERFORMANCE

The total income of the Company for the year under review is Rs. 48106.04 Lakhs ascompared to Rs. 20298.66 Lakhs recorded in the previous year. Net Profit after tax stoodat Rs. 1880.80 Lakhs as compared to a Net Profit of Rs. 1448.79 Lakhs in the last year.

FUTURE OUTLOOK

As you are aware that the Company is carrying of business in the field of engineeringprojects execution and construction services for infrastructure 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 forthcoming years.

DIVIDEND

In order to conserve resources for operational purposes your Directors do 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 Annual Listing fees for theyear 2016- 2017 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 for trading of the same as per the criteria /parameters / norms / requirements of the Stock Exchange.

PUBLIC DEPOSITS

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 of any other Company but M/s Ojas Industries Private Limited cease to be theAssociate Company of your Company.

CAPITAL/ FINANCE

As on March 31 2016 the issued subscribed and paid-up share capital of your Companystood at Rs.9342900/- comprising 934290 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 Appointment

Pursuant to the provisions of Section 161(1) of the Companies Act 2013 and theArticles of Association of the Company Mr. Omparkash Verma (DIN: 07411027) was appointedas Additional Director w.e.f. January 27 2016 and he shall hold office up to the date ofthe ensuing Annual General Meeting. The Company has received requisite notice in writingfrom members) proposing the candidature of Mr. Omparkash Verma for appointment as Directorof the Company.

Re-appointment of Whole Time Director (WTD)

The Board on the recommendation of Nomination and Remuneration Committee re-appointedMr. Alok Kumar Gupta (DIN: 06555961) as Whole Time Director of the Company for furtherperiod of 3 (Three) years i.e. From April 30th 2016 to April 29th2019.

Appointment of Company Secretary (CS)

During the year under review the Board on the recommendation of Nomination andRemuneration Committee also appointed Mr. Surendra Kumar Sharma as Company Secretary ofthe Company with effect from December 01st 2015. Further the Board designatedMr. Surendra Kumar as Compliance officer of the Company in Compliance of the Regulation 6of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 w.e.f. December01st 2015.

Retirement by rotation

In terms of the Articles of Association of the Company Mr. Alok Kumar Gupta (DIN:06555961) Director retires at the ensuing Annual General Meeting and being eligibleoffer himself for reappointment.

The Board recommends his re-appointment.

Cessation

During the year under review Mr. Surendra Kumar Sharma (DIN: 02911357) IndependentDirector resigned from the Board of the Company w.e.f. September 032015.

The Board places on record its appreciation for the services rendered by Mr. SurendraKumar Sharma during his tenure as Director with the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 (‘the Act’) and rule12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn in the prescribed form MGT-9 is annexed as "Annexure 1*\

DETAILS OF BOARD MEETINGS

The Board met 9 (Nine) times during the financial year the detail of which are givenin the corporate governance report. The maximum interval between any two meting did notexceed 120 days as prescribed in the Companies Act 2013.

COMMITTEES OF BOARD

During the year under review the details of composition of the various Committees ofthe Board of Directors (including re-constitution) are as under: -

1) 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.

AI1 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.

POLICIES

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 directors) 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.

BOARD EVALUATION

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 Boardand its Committees Board culture execution and performance of specific dutiesobligations and governance and the evaluation was carried out based on responses receivedfrom the Directors.

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 Company was also carried outby the Independent Directors taking into account the views of the Executive Director andNon-Executive Directors. The Directors expressed their satisfaction with the evaluationprocess.

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.anandproiects.com/policies.php.

ANAND’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 (http://www.anandproiects.com/policies.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.

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

AUDITORS AND AUDITORS’ REPORT

The members had at the 79th Annual General Meeting held on September 29 2014 approvedthe appointment of M/s R. S. Dani & Co. Chartered Accountants (Firm RegistrationNo.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 (ICSI Certificate of Practice No.10283) 185A Express view Apartment Sector 93 Noida-201301 (U.P.) was appointed asSecretarial Auditor of the Company in place of Mr. Amit Verma Practicing CompanySecretary (ICSI Certificate of Practice No. 3510) the retiring Secretarial Auditor of theCompany to conduct the secretarial audit of the Company for the fiscal year 2016.

The Secretarial Audit Report is annexed as "Annexure 2". The report does notcontain any qualification reservation or adverse remark or disclaimer.

The Board has appointed Mr. Amit Kansal Practicing Company Secretary (ICSI Certificateof Practice No. 10283) as Secretarial Auditor of the Company for the fiscal year 2017.

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015the auditors’ certificate on corporate governance is enclosed as "Annexure3" to the Board Report. The auditors’ certificate for fiscal 2016 does notcontain any qualification 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 in the prescribed Form AOC-2 is appended as"Annexure 4" 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 are given in the notes to the Financial Statements.

SALE OF INVESTMENT

During the year under review the Company sold out its 7000 equity shares of Rs. 10/-each out of 10000 equity shares of 10/- each of Ojas Industries Private Limited todifferent body corporate(s).

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.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 02 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsider and streamline the provisions of the Listing Agreement for different segments ofcapital markets to ensure better enforceability. The said regulations were effective fromDecember 01 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited during February 2016.

HUMAN RESOURCES

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 and job enlargement.

MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each director 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:

Name of Director / KMP and Designation Remuneration 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 Comparison of the Remuneration of the KMP against the performance of the Company
1 Mr. Alok Kumar Gupta (Whole-Time Director & CFO) 4802600 10% 9:1 The Sales operating profit & percentage of gross Profit has been increased substantially in comparison to financial year 2014-15. In view of the drastic increase in company performance the management decides to increase the remuneration.
2 #Mr. Surendra Kumar Sharma (Company Secretary) 2500000 NIL 4.6:1
3 Mr. Upendra Prasad Non- Executive Director NIL NIL Not Applicable Not Applicable
4 Mr. Jeanette Luisa Alphonso Non-Executive Director NIL NIL Not Applicable Not Applicable
5 Mr. Omparkash Verma Non- Executive Director NIL NIL Not Applicable Not Applicable

# Mr. Surendra Kumar Sharma appointed as a Company Secretary of the Company w.e.f.December 012015.

i) Median remuneration of employees of the Company during the financial year 2015-2016 was Rs. 535560/-.

ii) Median remuneration of employees of the Company during the financial year 2014-2015 was Rs. 456937/-.

iii) There were 26 confirmed employees on the rolls of the Company as on 31st March2016.

iv) Relationship between average increase in remuneration and company perfonnance-Average Remuneration increased during the year 2015-2016.

The processor of arriving at the average increase in the over all compensation ofcompany’s permanent roll employees depends on the following factors:

- Company performance (majorly in terms of Sales revenue & profit).

- Maj or portion of contracts is/are started to complete from f.y. 2015-2016.

- Benchmarking with the similar industries & companies in terms with compensationincrease.

- Capability of individual employees.

v) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the companyr-There was an increase in the remuneration of Key ManagerialPersonnel depending upon the following parameters.

- Increase in Sales volume and profit.

- Individual capabilities of KMP’s.

vi) a) Variation in the market capitalization of the company: The marketcapitalization as on 31st March 2016 was Rs. 18.3*9342900 = 170975070(Rs.170975070 as on 31st March 2015) [Market Price is 18.30 per share taken from BSEsite]

b) Price Earnings Ratio of the Company was 11.80% ass at 31st March 2016 and was 11.48%as at 31st March 2015.

c) Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last publicoffer: Not Applicable.

vii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year is 11.61% and its comparison with thepercentile increase in the managerial remuneration is 10%.

viii) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.

ix) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:- During fiscal year 2015-2016 no employee received remuneration inexcess of the highest- paid Director.

x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

B) Details 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 RESPONSIBILTY

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. 4463317/- towards CSR activities. Therefore Rs.4500000/- was spent through implementing agency i.e. Jan Kalyan Charitable Trust (JKCT)on March 22 2016. The annual report on our CSR activities is appended as "Annexure5".

REPORT ON CORPORATE GOVERNANCE

The Company recognizes and embraces the importance of Corporate Governance. CorporateGovernance is about maximizing shareholder’s value legally ethically andsustainably. Anand believe sound corporate governance is critical to enhance and retaininvestor trust.

Our disclosure seeks to attain the best practices in efficient corporate governance.Our Corporate Governance report for the fiscal year 2016 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(3Xm) 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 die Company is not given as there were no employees drawingremuneration beyond the prescribed limit under the above referred provisions.

ACKNOWLEDGEMENT

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
(Whole-time Director & CFO) (Director)
(DIN: 06555961) (DIN: 07145918)
Place: Noida
Dated: May 27 2016

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