To the Members
Your Directors take pleasure in presenting their 32nd (Thirty Second)Annual Report on the business and operations of your Company together with the auditedfinancial statements for the year ended March 31 2017.
1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:
| || || || ||(Rs in lakhs) |
| ||Standalone ||Consolidated |
| ||For the year ended March 31 2017 ||For the year ended March 31 2016 ||For the year ended March 31 2017 ||For the year ended March 31 2016 |
|Sales and other income ||44938.67 ||43345.93 ||49459.79 ||47638.15 |
|Profit before depreciation ||9757.05 ||9925.73 ||11495.17 ||11470.75 |
|Depreciation ||2008.03 ||1997.18 ||2738.56 ||2746.01 |
|Profit before Tax and after depreciation ||7749.02 ||7928.55 ||8756.61 ||8724.74 |
|Provision for taxation ||1724.90 ||2184.75 ||2072.99 ||2370.81 |
|Profit after tax ||6024.12 ||5743.80 ||6683.62 ||6353.93 |
|Share of profit of an associate (net of tax) ||- ||- ||916.13 ||608.89 |
|Minority interest ||- ||- ||107.53 ||(28.17) |
|Net Profit available for appropriation ||6024.12 ||5743.80 ||7707.28 ||6934.65 |
|Appropriations: || || || || |
|Proposed dividend ||708.23 ||708.23 ||708.23 ||708.23 |
|Dividend Tax ||144.18 ||144.18 ||144.18 ||144.18 |
|Transfer to debenture redemption reserve ||- ||- ||- ||- |
|Earnings per Share [equity share of Rs 2] || || || || |
|-Basic earnings per share (in Rs) ||2.05 ||1.95 ||2.62 ||2.35 |
|-Diluted earnings per share (in Rs) ||2.05 ||1.95 ||2.62 ||2.35 |
|Dividend per share (in Rs) ||0.24 ||0.24 ||0.24 ||0.24 |
Notes: - The above figures are extracted from the standalone andconsolidated financial statements as per Indian Accounting Standards (Ind AS). For thepurpose of transition to Ind AS the Company has followed the guidance prescribed in IndAS 101.
2. OPERATIONS REVIEW AND THE STATE OF COMPANY'S AFFAIRS
A. Operational and Financial Overview
The Company and its group is engaged in the business of constructionand development of Residential Commercial Hospitality projects and IT Parks.
The Company continued to focus on execution. The Company firmlybelieves that it is only those developers who can execute and deliver projects willbenefit from the transformational changes ushered in the real-estate sector throughimplementation of Real Estate (Regulation and Development) Act 2016 (RERA). Workcontinued in full steam at all the projects of the Company during the year.
The RERA driven transformation of the real-estate sector is a promisingshift in the industry. While there might be initial teething troubles the Company isconvinced it is undoubtedly a positive development that will improve customer demand andthe overall prospects of the industry in the near and mid-terms.
In spite of challenging circumstances during the year your Companycontinued to perform well. For the year under review it posted a Standalone Net ProfitAfter Tax of Rs 6024.12 lakhs as compared to Rs 5743.80 lakhs during the previous year.The Consolidated Net Profit After Tax for the year was Rs 7707.28 lakhs as compared to Rs6934.65 lakhs during the previous year.
B. Future prospects and outlook of the Company
While RERA has been the most important statutory reform in thereal-estate industry the Government has also introduced other reforms that have thepotential to positively impact the real-estate industry. This includes furthersimplification for Real Estate Investment Trusts (REIT) to invest in real-estate projects.This will further improve liquidity and make financing of existing and new projectseasier. Another bold measure taken by Government during the year was demonetization whichis also expected to have numerous long-term benefits for the economy as well as thereal-estate industry. Overall the prospects of the real-estate industry are lookingbright and optimistic. Developers who have a proven track-record of execution of projectsand timely delivery will be able capitalize on the opportunities unfolding in the days tocome.
On the consumer demand side the consumer sentiments are expected toimprove significantly on the back of RERA led reforms. With more transparency bettergovernance and regular monitoring of projects customers will have renewed confidence toinvest. Further as the economy surges ahead incomes levels are expected to rise. Benigninterest rates have improved affordability across all segments of the real-estate sector.The Government's determined focus on housing and infrastructure will further make thesector more vibrant and upbeat in the near and mid-terms.
Your Company believes it has the right mix of execution capabilitiesdiversified and full-paid low-cost land bank expertise in low cost and affordablehousing rental assets as well as residential projects where construction is in fullswing. The outlook for the Company remain positive and promising.
Rental and Services Receipts
The consolidated Rental and Services Receipts of your Company duringthe year under review were Rs 6223.40 lakhs as compared to Rs 6632.24 lakhs previous year.
Your Company's main focus is on the development of theCompany's show case project Anant Raj Estate at Sector 63A in south Gurugram over165 acres with a total developable area of approx. 6 million sq. ft.
The project titled as Anant Raj Estate comprises ofconstruction & development of Luxury Villas Plots Residential Flats and Independentfloors. The Company has received a good response for the projects. The Company hascommenced construction and development of the project and the focus of the Company wouldbe to complete the 1st Phase of the said project in the next two years. The Anant RajEstate project alone is expected to add Rs 6800 Crores to the Company total revenues overthe next four-five years.
The construction and development of our prestigious residentialprojects namely "MACEO" at Sector-91 Gurugram is in progress and the Companyintends to complete the same in current financial year.
The Company has already successfully completed its low costhousing project named as "Ashray" at Neemrana Rajasthan and handed over the2600 units to the buyers. b) Commercial:
The "Moments Mall" at Kirti Nagar New Delhi beingrun through subsidiary of the Company namely Anant Raj Projects Limited is operationaland generating revenues.
c) IT Parks
Your Company is developing a IT SEZ with developable area of 0.6 mn.sq. ft. at Panchkula Haryana through a subsidiary of the Company namely RollingConstruction Private Limited. The Second phase of project is complete and has startedgenerating revenues.
The Company has already completed its IT Park situated at Manesarwhich is operational and generating revenues.
As you are aware that your Company has already completed its 1stPhaseof IT SEZ Project at Rai Sonepat. The construction and development of 2nd Phase is infull swing and is expected to be complete in the next two years.
Your Company's Hotel Projects namely Hotel Mapple Emerald HotelParkland Retreat and Hotel Parkland Exotica all are operational and generating revenues.
Your Company is focusing on the development of a resort at DhumaspurGurugram with constructed area of 0.65 mn.sq.ft spread over an area of 10 acres with 400rooms. The project will be developed in a phased manner.
3. TRANSFER TO RESERVES
a) Transfer to Surplus from statements of Profit and Loss Account
Your Company has transferred a sum of Rs 6024.12 lakhs to the Surplusfor the financial year ended March 31 2017.
b) Debenture Redemption Reserve
During the period under review your Company has not transferred anysum to the Debenture Redemption Reserve.
4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to provisions of Sections 124 of the Companies Act 2013 theCompany has transferred a sum of
Rs 629333/- during the financial year 2016-2017 to the investorEducation and Protection Fund established by the Central Government. The said amountrepresents unclaimed dividend for the year 2008-09 which was lying with the Company for aperiod of seven year from the due date of payment. Unpaid/unclaimed dividend for thefinancial year ended March 31st 2010 have become due for transfer during the month ofAugust 2017.
As per Section 124(6) of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 as amended from time to time all the shares in respect to which dividend hasremained unclaimed/unpaid for a period of seven Consecutive year or more are required totransfer in the name of IEPF. The Company is in the process to transfer the shares to IEPFAuthority. The shares transferred to the IEPF Authority can claimed back by the memberfrom IEPF Authority after complying with the procedure prescribed under the Rules.
The Board of Directors of your Company subject to approval ofshareholders at the ensuing Annual General Meeting has recommended a dividend @ 12% (Re.0.24 per equity share of Rs 2/- each) for the year ended March 31 2017. The cash outflowon account of dividend will be Rs 708.23 lakhs and corporate dividend tax would be Rs144.18 lakhs.
6. SHARE CAPITAL
The paid-up share capital as on March 31 2017 was Rs 590192670divided into 295096335 equity shares of Rs 2/- each. During the year under review theCompany has neither issued shares with Differential Voting Rights nor granted StockOptions nor Sweat Equity.
7. DIRECTORS & KEY MANAGERIAL PERSONNEL
i) During the Financial year ended March 31 2017 there was noappointment and cessation of director and key managerial personnel in the Company.
ii) Re-appointment of Shri Anil Sarin as Managing Director
Shri Anil Sarin (DIN: 00016152) Managing Director of the Companywhose tenure expires on 30th December 2017 has been re-appointed by the Board ofDirectors in its meeting held on August 08 2017 for a period of five years with effectfrom 31st December 2017. This re-appointment is subject to the approval of members atensuing Annual General Meeting of the Company. Brief details as per Regulation 36(3) ofSEBI (LODR) Regulations 2015 is provided in the Notice of forthcoming 32nd Annual GeneralMeeting. The Board recommends his re-appointment.
iii) Retirement by Rotation
In accordance with the provisions of Section 152 the Companies Act2013 and the Article of Association of the Company read with Companies (Appointment andQualification of Directors) Rules 2014 Sh. Amit Sarin (DIN: 00015837) retires by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The details as required under Regulation 36 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 regarding Sh. Amit Sarin are provided inthe Notice of the 32ndAnnual General Meeting. The Board recommends his re-appointment.
8. SCHEME OF ARRANGEMENT
As you are aware that the Board of Directors of your Company at itsmeetings held on July 19 2016 have approved the composite Scheme of arrangement betweenAnant Raj Ltd (ARL) Anant Raj Agencies Pvt Ltd (ARAPL) Tauras Promoters and DevelopersPvt Ltd (TPDPL) and Anant Raj Global Ltd (ARGL) and further on July 30 2016 has approvedminor modification in the said scheme. As per the composite scheme of arrangement theAppointed date shall be 01st April 2016.
The Company's application on composite scheme of arrangementprovided that the Demerger of Real Estate Division of Anant Raj Agencies Private Limited(ARAPL/ Demerged Company 1/Amalgamating Company) into Tauras Promoters & DevelopersPrivate Limited (TPDPL/ Resulting Company 1) and subsequent amalgamation of remainingARAPL with the Company and Demerger of Project Division of the Company into Anant RajGlobal Limited (ARGL/ Resulting Company 2) (a WOS of the Company)
The Stock Exchanges (BSE and NSE) had given No Objection Certificate(NOC) to the Company in this regard.
The Members are informed that the Company had filed an application inrespect of scheme of arrangement before the Hon'ble High Court of Punjab &Haryana at Chandigarh and on coming into force of Rule 3 of the Companies (Transfer ofPending Proceedings) Rules 2016 the application was transferred to National Company LawTribunal (NCLT) Chandigarh Bench.
The application was heard by the Hon'ble National Company LawTribunal (NCLT) Chandigarh Bench and NCLT vide its order dated May 31 2017 which issueddirections for Convening of the meetings of Equity Shareholder / Secured / UnsecuredCreditors of the Company under the supervision of the Chairman appointed by NCLT on July29 2017 & July 30 2017. The meetings were duly convened as per the instructions anddirections stated in the order.
The next date of hearing would be August 16 2017. The restructuringunder this scheme would enable business approach with greater focus and attention formaximization of benefits to all stakeholders and capitalize on the opportunity for thegrowth.
The copy of the composite scheme is available on the website of theCompany i.ewww.anantrajlimited.com and websites of the Stock Exchanges.
9. APPLICABLITYOFINDIANACCOUNTING STANDARDS (IND AS)
The Ministry of Corporate Affairs (MCA) vide its notification in theOfficial Gazette dated February 16 2015 notified the Indian Accounting Standards (IndAS) and Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. The Companyand its subsidiaries has adopted Indian Accounting Standards ("Ind AS") fromApril 01 2016 (transition date to Ind AS is April 01 2015) and the financial Statementshave been prepared in accordance with recognition and measurement principal of IndianAccounting Standards ("Ind AS") as prescribed under the Companies (IndianAccounting Standards) Rules 2015 as specified in section 133 of the Companies Act 2013.The Annual Accounts for the year ended March 31 2017 have been prepared in accordance toIndian Accounting Standard (IndAS) and the figures for the year ended March 31 2016 andApril 01 2015 have been restated in terms of IndAS.
10. CHANGE IN THE NATURE OF BUSINESS IF ANY
During the period under review there has been no change in the natureof business.
11. MATERIAL CHANGE AND COMMITMENT
There has been no material Change and Commitment affecting thefinancial position of the company which have occurred between the end of the financialyear of the company to which the financial statements relate and the date of the report.
12. NON CONVERTIBLE DEBENTURES (NCDS)
The Company had issued 2500 Secured Listed Redeemable Non- ConvertibleDebentures (NCDs) of Rs 1000000/-each (Series A: 1000 NCDs of Rs 1000000/- each &Series B: 1500 NCDs of Rs 1000000/- each) aggregating to Rs 250 Crores to YES BankLimited on private placement basis. These NCDs were listed on NSE under the WDM Segment.
Your Company during the financial year ended March 31 2015 hadcompleted the redemption of entire NCD's aggregating to Rs 100 Crores under series-A.
The Company on due date i.e. February 11 2016 had redeemed 50% ofNCD's aggregating to Rs 75 Crores (Rupees Seventy Five Crores only) out of Series B:150 Crores as per the redemption schedule specified in the "InformationMemorandum".
During the year ended 31st March 2017 the company on due date i.e.August 11 2016 had redeemed the remaining 50% of NCD's aggregating to Rs 75 Crores(Rupees Seventy Five Crores) out of series B: 100 crores as per the redemption schedulespecified in the "Information Memorandum".
With the said redemptions the whole of the Non-Convertible Debenturesunder both series stand extinguished.
13. CREDIT RATING
The Credit rating agency Credit Analysis & Research Limited("CARE") had reaffirmed the credit rating CARE BBB (Triple B)'assigned to the Company for its long term bank facilities.
14. LISTING OF SHARES
The Company's equity shares are listed with BSE Limited andNational Stock Exchange of India Limited. The annual listing fee for the year 2017-18 forthe both stock Exchanges has been paid.
15. FIXED DEPOSITS
During the year under review your Company has neither accepted norrenewed any fixed deposits from the public in terms of provisions of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
The Company's properties including building plant and machinerystocks stores etc. have been adequately insured against major risks.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of Loans Guarantees or Investments covered under theprovisions of Section 186 of the Companies Act 2013 read with Companies (Meeting of theBoard and its Power) Rules 2014 are given in the Financial Statements of the Company forthe Financial Year ended March 31 2017. (Please refer to Note Nos. 05 06 and 44 of theStandalone Financial Statements for the financial year ended on March 31 2017)
18. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review there have been no significant andmaterial orders passed by any regulators/courts/ tribunals that could impact the goingconcern status and the Company's operations in future.
19. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS
During the financial year ended March 31st 2017 all the contracts orarrangements or transactions that were entered into with related party as defined underthe Companies Act 2013 and Regulation 23 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 were on an arm's length basis and were in theordinary course of business. However pursuant to Regulation 23(2) SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 prior approval of the AuditCommittee was sought for entering into related party transactions.
Further the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the company on materiality of related party transactions. Thus disclosure inform AOC-2 is not required. The Related Party Transactions Policy approved by the Board isavailable on the website of the Company i.e www.anantrajlimited.com
The Board has formulated policy on dealing with Related PartyTransactions and it may be accessed at the web-link:http://www.nseprimeir.com/z_ANANTRAJ/files/policy%20on%20related%20party%20transactions.pdf
20. RISK MANAGEMENT POLICY
In Compliance with the requirement of the Companies Act 2013 yourCompany has put in place Risk Minimization and Assessment Procedure. In order toeffectively and efficiently manage risk and address challenges the Company has formulatedRisk Management Policy.
The main objective of the policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decision on risk related issues.
The Board has formulated policy on Risk Management and the same may beaccessed at the web-link: http:// www.nseprimeir.com/z_ANANTRAJ/files/risk%20management%20policy.pdf.
21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance to Section 177(9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Our Company has established a "Vigil Mechanism" for itsEmployees and Directors enabling them to report any concerns of unethical behavioursuspected fraud or violation of the Company's code of conduct.
To this effect the Board has adopted a "Whistle BlowerPolicy" (WBP) which is overseen by the Audit Committee. The policy providessafeguards against victimization of the whistle blower. Employees and other shareholdershave direct access to the chairman of the Audit Committee for lodging concern if any forreview.
The Board has formulated policy on Whistle Blower and the same may beaccessed at the web-link http://www. nseprimeir.com/z_ANANTRAJ/files/Anantraj_whistle_blower_policy.pdf.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNING AND OUTGO
The Information relating to conservation of energy technologyabsorption and foreign Exchange Earning and outgo pursuant to section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is enclosed asAnnexure-I' and forms part of this Report.
23. PARTICULARS OF EMPLOYEES
In terms of the provision of Section 197(12) of the Companies Act 2013read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016 a statement showing the names and other particulars ofthe top ten employees and employees drawing remuneration in excess of the limits set outin the said rules is enclosed as Annexure-II' and forms part of this Report.
Further there was no employee in the company who was in receipt of theremuneration in excess of that of managing director and held not less than two percent ofpaid up equity capital of the company whether by himself or alongwith his spouse anddependent children.
24. MANAGERIAL REMUNERATION
The information required under Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 enclosed as Annexure-III' and forming part of thisReport.
25. COMMITTEES OF BOARD
(i) Audit Committee
In terms of section 177 of the Companies Act 2013 and Regulation 18 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 YourCompany has in place Audit Committee of Board of Directors with Sh. Ambarish Chatterjeeas Chairman Shri Ashok Sarin Shri Brajindar Mohan Singh & Shri Maneesh Gupta asmembers.
The terms of reference of Audit Committee are confined to new CompaniesAct 2013 & Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Part-C of Schedule II.
The details of meetings with attendance thereof and terms of referenceof Audit Committee have been provided in the Corporate Governance Report which forms partof this report.
(ii) Stakeholder's Relationship Committee & Share TransferCommittee
The Company has also formed Stakeholder's Relationship Committeeand Share Transfer Committee in compliance to the Companies Act 2013 & SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. The details about thecomposition of the said committees of the Board of Directors alongwith attendance thereofhave been provided in the Corporate Governance Report which forms part of this report.
(iii) Nomination and Remuneration Committee
In terms of Section 178 of the Companies Act 2013 (Act')read with Companies (Meeting of the Board and its Power) Rules 2014 and Regulation 19 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 yourCompany has in place duly constituted Nomination and Remuneration Committee of the Boardof Directors. The details of the composition of the committee along with other details areavailable in the Corporate Governance which is forms part of this Annual Report.
The details of the Remuneration Policy are given asAnnexure-IV' which forms part of this Report.
It is hereby affirmed that the Remuneration paid is as per theRemuneration Policy of the Company.
(iv) Corporate Social Responsibility (CSR) Committee
In terms of section 135 of the Companies Act 2013 and rule framedthereunder the Company has constituted a Corporate Social Responsibility (CSR) Committeeto recommend and monitor expenditure on CSR. The CSR Committee comprises of Shri BrajindarMohan Singh as Chairman and Shri Anil Sarin and Shri Amit Sarin as members.
Based on the recommendations of the CSR Committee the Company has laiddown a CSR policy which is displayed on the website of the Company. It can be accessed atthe web-link at http://www.nseprimeir. com/z_ANANTRAJ/files/ANANTRAJ_CSR_Policy_13082014.pdf
The Company is committed to Corporate Social Responsibility. TheCompany during the year ended March 31 2017 was required to spend 2% of the average netprofit of the Company for three immediately preceding financial years i.e. Rs 226.04lakhs. During the year under review your Company as part of its CSR initiatives has spentan amount aggregating to Rs 122.21 lakhs on the projects covered under the CSR Policy ofthe Company. There is a short fall in spending the part of the CSR amount because theCompany was conservative in choosing the projects which would be deserving and genuine. Itwas due to this reason that the Company could not expend the full budgeted figure on CSRprojects in the relevant period. The Company would continue its search for identifyingprojects which are deserving and genuine and would strive to achieve the CSR objectives.The Board ensures that unspent amount will be spent on genuine projects in the years tocome.
The company would continue its search for identifying deserving projectto achieve its CSR objective set out in its policy. The details of the CSR Activities aregiven as Annexure- V' which forms part of this Report.
(v) Finance and Investment Committee
The Company has constituted the Finance and Investment Committee tomonitor consider and approve the matters relating to borrowing of funds from banksfinancial institutions etc. The committee is further authorised to approve Investments ofCompany. The details of this committee are given on Corporate Governance Report whichforms part of this report.
26. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 the Board ofDirectors hereby confirms and accepts the responsibility for the following in respect ofthe Audited Financial Statements for the financial year ended March 31 2017:
(a) that in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) that the directors had selected such accounting policies andapplied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the Company for that period;
(c) that the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) that the directors had prepared annual accounts/ financialstatements on a going concern basis; and
(e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;
(f) that the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
27. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report is annexed and forms partof this Annual Report.
28. CORPORATE GOVERNANCE REPORT
As per the requirement of Regulation 34(3) read with Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a report onCorporate Governance is annexed which forms part of this Report. A certificate fromAuditors confirming compliance with the conditions of the Corporate Governance is alsoannexed hereto.
29. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace andhas formulated a policy on Prevention Prohibition and Redressal of Sexual harassment atthe workplace in line with the provisions of the Sexual Harassment of woman at workplace(Prevention Prohibition and Redressal) Act 2013 and rules there under. The Policy aim toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.
The Company has also constituted an internal Complaints Committee toinquire into complaints of sexual harassment and recommend appropriate action.
There were no complaint received from any employee during the financialyear 2016-17 and hence no complaint is outstanding as on March 31 2017.
30. EXTRACT OF ANNUAL RETURN
The extract of Annual Return for the Financial Year ended March 312017 as required under section 134(3) of the Companies Act 2013 read with rules madethere under in form MGT-9 is annexed herewith as Annexure-VI'
31. SUBSIDIARIESAND GROUP COMPANIES
Your Company has 69 (Sixty Nine) wholly owned subsidiaries 19(Nineteen) step down subsidiaries and 7 (Seven) companies in which the Company holds morethan 50% of the total equity shareholding.
However your Board of Directors at their meeting held on 19th August2016 has approved the proposal to acquire the 100% stake in Advanced Buildcon PrivateLimited the Company's Step down Subsidiary. After this acquisition Advance BuildconPrivate Limited has become wholly owned subsidiary of the Company.
During the year under review your Board of Directors had approved theincorporation of wholly owned subsidiary named as Anant Raj Global Limited which wasincorporated on 01st September 2016 under the Companies Act 2013.
Apart from above there are no subsidiary/Associate Companies as perthe provisions of Companies Act 2013 which have become or ceased during the year underreview.
The Company has laid down policy on Material subsidiary and the same isplaced on the website of the Company. The said policy may be accessed at the followingweb-link:http:// www.nseprimeir.com/z_ANANTRAJ/files/POLICY%20
FOR % 20 DETERMINING % 20 MATERIAL % 2 0 SUBSIDIARIES. pdf
None of the subsidiaries fall within the meaning of "Material Non-listed Indian subsidiary" as defined in the policy adopted by the Company.
32. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated Financial Statements of your company for the FinancialYear 2016-17 have been prepared in accordance with the principles and procedures of IndianAccounting Standards 110 (Ind AS) as notified under the Companies (Ind As) Rules 2015 asspecified under section 133 of the Companies Act 2013 ("the Act"). Incompliance to Section 129 of the Act read rules made thereunder Consolidated FinancialStatements prepared on the basis of audited financial statements received from subsidiary/associate companies as approved by their respective Boards forms part of this report.
In compliance with section 129 of the Companies Act 2013 (Act) readwith Rule 5 of the Companies (Accounts) Rules 2014 a statement containing the salientfeatures of the financial statements of the subsidiaries joint ventures and associatecompanies of the Company in form AOC-1 which forms part of the notes to the financialstatements.
Pursuant to the provision of section 136 of the Act the financialstatements consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Companyi.e. www.anantrajlimited.com.
33. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
All the Independent Directors have given a declaration under section149(7) of the Companies Act 2013 they meet the criteria of independence as provided inSection 149(6) of the Companies Act 2013 and Regulations 16(1)(b) & 25 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.
34. BOARD AND COMMITTEE MEETINGS
The Company has convened Eight (8) meetings of the Board of Director inthe Financial Year 2016-17 and the gap between any two consecutive meetings was within theperiod as prescribed under Section 173 of the Company Act 2013. Details of the Board andcommittees meetings are given in the Corporate Governance Report annexed herewith for theFinancial Year ended March 31 2017.
The Board meeting dates were finalised in consultation with alldirectors and agenda papers backed up by comprehensive notes and details backgroundinformation are circulated well in advance before the date of the meeting thereby enablingthe Board to take informed decision. The Board is also apprised about the importantdevelopments in industry segments business operations marketing products etc.
35. INDEPENDENT DIRECTOR'S FAMILIARISATION PROGRAMME
As per requirement under the provisions of Section 178 of the CompaniesAct 2013 read with Companies (Meeting of the Board and its powers) Rules 2014 and SEBI(Listing Obligations and Disclosure Requirements) Requirements 2015 yours Company hadadopted a familiarisation programme for independent directors to familiarise them with theCompany their role rights responsibilities in the Company nature of the industry inwhich the Company operates business model management structure industry overviewinternal control system and processes risk management framework functioning of variousdivisions HR Management CSR activities etc.
Your company aims to provide its independence Directors insight intothe Company enabling them to contribute effectively. The Company arranges site visit forthe Directors giving them insight of various projects and Directors are also informed ofvarious developments relating to the industry on regular basis and are provided withspecific regulatory updates from time to time.
The details of familiarisation program may be accessed on theCompany's website www.anantrajlimited.com.
36. EVALUATION OF BOARD COMMITTEES AND DIRECTORS
As required under Section 134(3)(p) of the Companies Act 2013 andregulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board of Directors had already approved the evaluation criteria for evaluating theperformance of the Board of Directors its Committees and the performance of IndependentDirectors.
The performance evaluation of the Board its Committees and individualdirectors was conducted and the same was based on questionnaire and feedback from all thedirectors on the Board as a whole Committees and self evaluation.
AsrequiredunderRegulation17(10)SEBI(ListingObligations and DisclosureRequirements) Regulations 2015 the Board assessed the performance of the IndependentDirectors individually and collectively as per the criteria laid down and on an overallassessment the performance of independent directors was found noteworthy. The Board hastherefore recommended the continuance of independent directors on the Board of theCompany. The Board had evaluated the performance of the independent directors on theparameters such as qualification knowledge experience Initiative attendance concernsfor the stakeholders leadership team work attributes effective interaction willing tospeak up high governance standard integrity relationship with management Independentviews and Judgement. Further the Board and each of the Directors had evaluated theperformance of each individual director on the basis of above criterion.
The members of the committee of audit nomination & remunerationstakeholder's relationship committee and Corporate Social Responsibility were alsoassessed on the above parameters and also in the context of the Committee'seffectiveness vis--vis the Companies Act and Listing Regulations.
The Board of Directors have assessed performance of the Board as awhole and committees of the company based on the parameters which amongst other includedStructure of the Board including qualifications experience and competency of Directorsdiversity of Board and process of appointment; Meetings of Board including regularity andfrequency agenda discussion and dissent recording of minutes; functions of Boardincluding strategy and performance evaluation corporate culture and value evaluation ofrisks succession plan focus on the shareholders' value creation effectiveness ofBoard processes governance and compliance and meaning full communication high governancestandard knowledge of business openness of discussion/integrity and information andfunctioning and quality of relationship between the Board and management.
The Criteria for evaluation of the Committee of Board included mandateand composition effectiveness of the Committee Structure of the Committee regularityand frequency of meetings agenda discussion and dissent recording of minutes anddissemination of information independence of committee form the Board contribution todecisions of the Board and quality of relationship of the Committee with the Board andManagement.
Further as required under Schedule IV of the Companies Act 2013 andRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015a Separate meeting of the independent directors was convened whereat IndependentDirectors had evaluated the performance of the non- independent directors and the Board asa whole as parameters as enumerated above. They also reviewed performance of the chairmanof the Company on the parameters such as effectiveness of leadership and ability to steerthe meeting impartiality commitment and ability to keep shareholders' interest inmind and also assessed the quality and timeline of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
The nomination and remuneration Committee & Audit Committee hasalso reviewed and considered the collective feedback of the whole of evaluation process.The Directors were satisfied with the evaluation results which reflected the overallmanagement and effectiveness of the Board and its Committee.
37. INTERNAL FINANCIAL CONTROLS
The Company has in place an established internal financial controlsystem to ensure the orderly and efficient conduct of its business the safeguarding ofits assets the prevention and detection of frauds and errors and proper recording offinancial & operation information compliance of various internal control and otherregulatory/statutory compliances. All internal audit findings and control systems areperiodically reviewed by the Audit committee of the Board of Directors which provides bythe Audit Committee of the Board of Directors which provides strategic guidance oninternal control.
The Company has further strengthened its internal financial controlpolicies and procedures to make them commensurate with the size and nature of operationsof the Company. The policies and procedures are also adequate for orderly and efficientconduct of business of the Company. During the year under review these controls weretested and no significant weakness was identified either in the design or operation of thecontrols.
38. GREEN INITIATIVES
Electronic copies of the Annual Report 2016-17 and the Notice of the32nd Annual General Meeting are sent to all members whose email addresses are registeredwith the Company/RTA. For members who have not registered their email addresses physicalcopies are sent in the permitted mode.
39. FOLLOWING POLICIES ARE ALSO ADOPTED BY THE BOARD AND ARELINKEDWITHTHEWEBSITEOFCOMPANY AT WWW.ANANTRAJLIMITED.COM
1. Archival Policy on Preservation of Documents of the Company. URL for the same is:http://www.nseprimeir. com/z_ANANTRAJ/files/Archive_Policy.pdf
2. Policy on determination of materiality of the events/ information for makingdisclosure by the Company. URL for the same is: http://www.nseprimeir.com/z_ANANTRAJ/files/Policy_on_Disclosures.pdf
3. Policy on Preservation of Records. The same may be accessed athttp://www.nseprimeir.com/z_ ANANTRAJ/files/Policy_on_Preservation_of_ Records.pdf
4 Policy on determination of material subsidiary. The same may be accessed athttp://www. nseprimeir.com/z_ANANTRAJ/files/POLICY%20 FOR%20DETERMINING%20MATERIAL%20SUBSIDIARIES.pdf
5 Policy on Code of Conduct for the Board of Director and Senior Management Personnel
6 Policy on Code of Practices and Procedures for fair disclosure of insider trading
i) Statutory Auditors and their Report
Pursuant to Section 139 of Companies Act 2013 and the Rules madethereunder the Statutory Auditors of the Company M/s B. Bhushan & Co. (FirmRegistration no. 001596N) have served the company for two terms of five consecutive yearsbefore the act was notified and will be completing the maximum number of transitionalperiod of three years at the ensuing Annual General Meeting. Accordingly pursuant tosection 139(2) of the Companies Act 2013 they will not be eligible for re-appointment asthe auditors of the Company at the ensuing Annual General Meeting. The Board of Directorsplaces on record its appreciation of the valuable services rendered by M/s B. Bhushan& Co. as the Statutory Auditors of the Company.
Accordingly the Audit Committee and the Board of Directors of theCompany have recommended to the shareholders for the appointment of M/sVinod Kumar Bindal& Co. Chartered Accountant (Firm Registration No. 003820N) as statutory auditors fora period of five consecutive years commencing from the conclusion of 32nd AGM till theconclusion of 37th AGM pursuant to section 139 of the Companies Act 2013. Requisiteresolution regarding their appointment is included in the Notice of ensuing AGM forapproval by the members.
M/s Vinod Kumar Bindal & Co. Chartered Accountants (FirmRegistration No. 003820N) have furnished a certificate of their eligibility under Section139 and 141 of the Companies Act 2013 and the Rules framed thereunder for the appointmentas Auditors of the Company. Also as required under Regulation 33(1) (d) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the auditors haveconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.
However for the Financial Year ended March 31 2017 the report of theauditors M/s B. Bhushan & Co. Chartered Accountants does not have any qualificationsand adverse remarks and notes on Financial Statements referred to in the Auditors'Report are self-explanatory and therefore do not call for further explanations/clarification in the Directors Report.
Pursuant to the provision of Section 143 (12) of the Companies Act2013 and Rules frame thereunder that there have been no instance of fraud reported by theAuditors either to the Company or to the Central Government.
ii) COST AUDITORS AND COST AUDIT REPORT
Pursuant to Section 148 of the Act read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its Construction Industry as per para no. (5)(a) as specified in Schedule VIof the Companies Act 2013 are required to be audited by the Cost Auditors.
M/s Kabra & Associates Cost Accountant in practice conducted theaudit of cost records of the Company for the financial year 2015-16 and as required costaudit report was duly filed with the Ministry of Corporate Affairs New Delhi within duedate prescribed under the Companies (Cost Records and Audit) Rules 2014. There were noqualification or adverse remarks in the cost audit report which require any explanationfrom the Board of Directors.
The audit of cost accounts of the Company for the financial year ended31st March 2017 was conducted by the said firm. There were no qualification or adverseremarks in the cost audit report which require any explanation from the Board ofDirectors. The Company would file the said report with Ministry of Corporate Affairs NewDelhi within the timeline prescribed.
Further on the recommendation of Audit Committee the Board hasappointed M/s Yogesh Gupta & Associates Cost Auditors Practising Cost Accountants(Firm Registration NO. 000373) to audit the cost accounts of the Company for the FinancialYear ended on March 31 2018 on a remuneration of Rs 75000/- per annum subject to theratification by members at ensuing Annual General Meeting of the Company.
M/s Yogesh Gupta & Associates has given their consent pursuant toSection 141 of the Companies Act 2013 stating that they do not suffer from anydisqualification as specified inter-alia under section 141 of the Companies Act 2013 readwith Section 148 of the Company Act 2013 and the appointment is made within limitsprescribed under Section 141(3) (g) of the Companies Act 2013.
iii) SECRETARIAL AUDITORS AND SECRETARIAL REPORT
Pursuant to the provisions of Section 204 of Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. Shambhu J. Bhikadia Company Secretary in practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report for the financial yearended March 31 2017 is annexed herewith as Annexure-VII'.
Clarification to the observations in the Secretarial Audit Report
a) The Secretarial Auditors Report for the year 2016-17 contains anobservation regarding non- appointment of Key Managerial Personnel (Chief FinancialOfficer). In this regard the Board wish to submit that the Company had appointed Sh.Yogesh Kumar Sharma as Chief Financial Officer (CFO) of the Company in compliance withCompanies Act 2013 read with relevant rules and regulations but due to untimely demiseof Sh. Yogesh Kumar Sharma who passed away on January 25 2015 the office of ChiefFinancial Officer has remained vacant. The Company has shortlisted a few candidates forthe said office and the requirement is in the final stages of completion.
b) The Secretarial Auditors Report for the year 2016-17 also containsan observation regarding short fall in the amounts to be spent in respect of CSRactivities in the financial year March 2017.
In this regard the Board submits that the Company was conservative inchoosing the projects which would be deserving and genuine. It was due to this reason thatthe Company could not expend the full budgeted figure on CSR projects in the relevantperiod. The Company would continue its search for identifying projects which are deservingand genuine and would strive to achieve the CSR objectives. The Board ensures that unspentamount will be spent on genuine projects in the years to come.
iv) INTERNAL AUDITORS
The Board of Directors of your Company has reappointed M/s G.K Choksi& Co. Chartered Accountants as the Internal Auditors of the Company pursuant to theprovisions of Section 138 of the Companies Act 2013 for Financial Year 2017-2018.
Your Directors state that no disclosure or reporting is respect of thefollowing items as there were no transactions on these items during the year under review:
(a) Issue of equity shares with differential rights as to dividendvoting or otherwise.
(b) Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.
(c) Neither Managing Director nor the Whole time Directors of theCompany receive any remuneration or commission from any of its subsidiaries.
APPRECIATIONS AND ACKNOWLEDGEMENTS
The Directors place on record their appreciation for the assistancehelp and guidance provided to the Company by the Bankers Financial Institution(s) andAuthorities of Central and State Government(s) from time to time. The Directors also placeon record their gratitude to employees and shareholders of the Company for their continuedsupport and confidence reposed in the management of the Company.
| ||By order of the Board of Directors |
| ||For Anant Raj Limited |
| ||Sd/- |
|Place: New Delhi ||Ashok Sarin |
|Date: August 08 2017 ||(DIN: 00016199) |
| ||Chairman |