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Ananthi Constructions Ltd.

BSE: 526833 Sector: Infrastructure
NSE: N.A. ISIN Code: INE151O01014
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Ananthi Constructions Ltd. (ANANTHICONST) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting their 24"* Annual Report and AuditedStatement of Accounts of the Company for the year ended 31'* March 2016.

PERFORMANCE AT A GLANCE:

Particulars Year ended 31.03.2016 Year ended 31.03.2015
Gross Income
Income From Operations - -
Other Income - 11.84. 505
Profit/ (Loss) Before Depreciation Tax & Financial Expenses -735602 -5230
Financial Expenses
Depreciation 211231 224786
Profit/(Loss) Before Tax -946833 -230016
Less: Exceptional Items
Tax expenses:
a. Current Tax - -
b. Fringe Benefit Tax - -
c. Deferred Tax Liability
d. Income-Tax for earlier year - -
Profit/(Loss) for the year carried to Balance Sheet -946833 -230016

DIVIDEND

No Dividend has been recommended by the Board in view of losses suffered by the Companyin FY 2015-16.

TRANSFER TO RESERVES:

As the company has suffered loss there are no transfers made to Reserves & Surplusduring the year under review.

BUSINESS OPERATIONS:

The Company has not generated any income both operational and other income during theyear under review (previous year-Rs.1184505). The depreciation for the year under reviewamounted to Rs.2 11231 as against Rs.224786 in the corresponding period of theprevious year. The Company has registered a Loss of Rs. 946833 during the year underreview as against the Loss of Rs 230016 of the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations performance and future outlook of the Company iscontained in the "MANAGEMENT DISCUSSION AND ANALYSIS REPORT" that forms anintegral part of this report. (Annexure -I)

MATERIAL CHANGES & COMMITMENTS:

There is no change in the nature of business of the company during the year. There areno material changes and commitments in the business operations of the company since theclose of the financial year on 31st March 2016 to the date of this report.

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is given in (Annexure-H)

REAPPOINTMENT OF DIRECTOR:

Ms.ANANTHI RAAJASEKAR (DIN: 02900438) Director is retiring by rotation at this AnnualGeneral Meeting and being eligible offer herself for re-appointment.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of theCompany under Section 149 (7) of Companies Act 2013 that the Independent Directors of thecompany meet with the criteria of their Independence laid down in Section 149 (6).

COMPOSITION OF COMMITTEES OF BOARD:

Currently the board has three committees: Audit Committee Nomination &Remuneration Committee & Stakeholders Relationship Committee.

The Composition & Activities are as follows:

Name of the Committee Composition of the Committee/ No of times the committee met Highlights of duties responsibilities & Activities
Audit Committee P. Magesh (Independent Director) (Chairperson of the Committee) The Audit Committee was mandated with the same Terms of Reference specified in Regulation 18 of SEBI (LODR) Regulations 2015.
P.Prajeesh(Independent Director) Kaliraja(lndependent Director) The current Terms of Reference fully conform to the requirements of the Companies Act.
The Committee met 4 times on 30th May 2015 07th August 2015 14th November 2015 13th February 2016 The Audit committee is responsible for overseeing the Company's financial reporting process reviewing the quarterly/half- yearly/annual financial statements reviewing with the management the financial statements and adequacy of internal audit function recommending the appointment/re-appointment of statutory auditors and fixation of audit fees reviewing the significant internal audit findings/related party transactions reviewing the Management Discussion and Analysis of financial condition and result of operations and also statutory compliance issues. i=> The Committee acts as a link between the management external and internal auditors and the Board of Directors of the Company.
Nomination & Remuneration Committee P. Magesh (Independent Director) (Chairperson of the Committee) O To fix salary allowances and other perks to senior level personnel as and when appointed by the Company.
P.Prajeesh(Independent Director) Kaliraja(Independent Director) The Committee met 1 time on 28th h May 2015 REMUNERATION POLICY: The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.
CEO/CFO CERTIFICATION by Mr. T.N.T Raajasekar Managing Director as required under Clause 49 (V) of the Listing Agreement was placed before the Board at its meeting held on 30.05.2015.
Stakeholders Relationship Committee P. Magesh (Independent Director) (Chairperson of the Committee) The Company has attended to the investors' complaints and redressed them within 15 days from the date of their receipt during the year 20152016.
P.Prajeesh(Independent Director) Kaliraja(Independent Director)
The Committee met 1 times on : 14th November 2015

POLICIES OF THE BOARD:

WHISTLE BLOWER POLICY:

As per Section 177 (9) of the Act read with relevant Rule 7 of the Companies (Meetingsof Board and its Powers) Rules 2014 and Clause 49 of the Listing Agreement read with SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasestablished a vigil mechanism overseen by the Audit Committee. The Policy ensures thatstrict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern.. Nocomplaint under this facility was received in FY 2015-16.

REMUNERATION POLICY:

The Remuneration Policy of the Company for the managerial personnel is based on theperformance potential and performance of the individual/personnel.

RISK MANAGEMENT POLICY:

The Company has Business Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage.

AUDITORS

M/S. Vijayaraghavan and Associates (FR No.005699S) Chartered Accountants Chennai havebeen appointed as the auditors of the Company for a term of 5 consecutive financial yearsending on 31.03.2020 subject to ratification by the Members of the Company at everyAnnual General Meeting for the purpose of audit of the Company's accounts.

The Independent Auditors Report was placed before the Board on 28th May2016. The Clarifications to the Observations in the Independent Auditors Report:

Auditor's observation:

There were no specific adverse observations made on the state of affairs of the companymade by the statutory auditors of the company on the accounts of the financial year2015-16.

SECRETARIAL AUDIT:

Pursuant to Section 204(1) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. S.Dhandapani a Practicing Company Secretary (C.P.No. 11492) to undertakethe Secretarial Audit of the Company for Financial Year 2014-15.

The Secretarial Audit Report was placed before the Board on 20111 June 2016.The clarifications to the observations in the Secretarial Audit Report (Annexure -HI) aregiven below:

Directors Renal to Qualifications:

Since the company does not have any operations and due to financial difficulties thecompany was unable to comply with the above mentioned compliances and will comply with thesame in the due course.

PUBLIC DEPOSITS

The Company has not accepted deposits during the year and there are no public depositsfallen due for payment and claimed but not paid as on 31" March 2016. The totalamount of deposit outstanding as at 31" March 2016 was Nil.

SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board. During theyear such controls were tested and no reportable material weaknesses in the operationswere observed.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company did not give any Loan or Guarantee or provided any security or makeinvestment covered under Section 186 of the Companies Act 2013 during the year.

CORPORATE SOCIAL RESPONSIBILTY:

The requirements of compliance of Corporate Social Responsibility are not applicable toour company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

Particulars of contracts or arrangements with Related Parties referred in Section188(1) of the Companies Act 2013 is furnished in accordance with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC-2 - NIL

FORMAL ANNUAL EVALUATION:

The Board has carried out the annual performance evaluation of its own performance andthe Directors individually after taking into consideration inputs received from theDirectors covering various aspects on the Boards' functioning such as adequacy of thecomposition of the Board and its Committees performance of specific duties obligationsand governance.

The Directors expressed their satisfaction with the overall evaluation process.

RATIO OF REMUNERATION TO EACH DIRECTOR:

The Remuneration paid to all the Directors and Key Managerial Personnel is NIL.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be disclosed under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 are annexed hereto and thesame forms part of this Report. (Annexure -IV)

REPORT ON CORPORATE GOVERNANCE

AS per circular CIR/CFD/POLICY CELL/7/2014 dated September 152014 the clause 49 ofthe Listing agreement for corporate governance and Regulation 15(2) Chapter IV of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 effective from 01"December 2015 the compliance with corporate governance regulations shall be applicable toall companies whose equity shares are listed on recognized stock exchange. Howevercompliance with the provisions of the clause 49/ SEBI Regulations' with respect tocorporate governance is not mandatory in respect of the Companies having paid up EquityShare Capital not exceeding Rs.10 crores and Net worth not exceeding Rs. 25 crores as onthe last day of the previous financial year hence Corporate Governance report is notattached with this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there is no material deviation there from:

(b) Reasonable and prudent accounting policies have been applied in the preparation ofthe financial statements that they have been consistently applied and that reasonableprudent judgment and estimates have been made in respect of items not concluded by theyear end so as to give a true and fair view of the state of affairs of the Company as at31st March 2015 and of the Profit for the year ended on that date.

(c) Proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities.

(d) The financial statements have been prepared on a going concern basis.

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingefficiently.

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

LISTING FEES:

The Company confirms that it has not paid the annual listing fees for the financialyear 2014-15 & 201516 to BSE where shares of the company are listed.

ACKNOWLEDGEMENTS

Your Company is grateful for the co-operation and assistance extended by variousDepartments of Government of Tamilnadu and Government of India. The Board also wishes toplace on record its appreciation of the dedicated services of our Consultants employeesand other members of the Company.

The Board also places on record its sincere appreciation to the Shareholders forreposing faith in the management of the Company.

Place: Chennai For Ananthi Constructions Limited
Date: 31.05.2016 sd/
T.N.T.Raajasekar
Managing Director