Anka India Ltd.
|BSE: 531673||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE067C01025|
|BSE 00:00 | 18 May||18.70||
|NSE 05:30 | 01 Jan||Anka India Ltd|
Anka India Ltd. (ANKAINDIA) - Director Report
Company director report
To the Members
ANKA INDIA LIMITED
Your Directors have pleasure in presenting this Twenty Third Annual Report togetherwith Audited Accounts of the Company for the Financial Year ended 31st March2017.
1. FINANCIAL RESULTS
The financial results for the year ended 31st March 2017 and for theprevious year ended 31st March 2016 are as follows:
[Amount in Rs.]
As the Company has incurred losses your Directors do not propose any Dividend for thefinancial year ended March 2017.
3. TRANSFER TO RESERVES
In view of the losses the Board does not propose to transfer any amount to thereserves.
4. STATE OF COMPANYS AFFAIR AND FUTURE OUTLOOK
The financial year has not been a successful year for the Company. As the Companyearned only Rs 1000 as revenue in comparison to 415000 earned in the previous financialyear and it has also incurred a loss of Rs. 893141 in the current financial year incomparison of Rs 699767 in the previous financial year. The Directors are making allefforts start new venture and are quite hopeful of that. The Board is also making beststrategies to develop the new business of the company.
As part of its effort approval of members has been obtained for alteration of ObjectsClause through postal ballot dated 24th May 2017 and also the Company israising funds by way of preferential issue of warrants which will help the Company tostart the new venture and to implement the same
The operational aspects of the Companys working have been covered in detail inthe Management Discussion and Analysis Report and the same is deemed to be part of thisDirectors Report.
5. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the period underreview as the Company has not operated its business. Further the Company has altered mainobject clause no 8 of the Company by passing the resolution of the members through postalballot dated 24/05/207.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Their has been no material change and commitments occurred between the end of thefinancial year of the Company i.e. 31st March 2017 and the date of this reportaffecting the financial position of the Company.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There are no significant and material order passed by the Regulators or Court whichwould impact the going concern status of the Company and its future operations.
8. INTERNAL FINANCIAL CONTROL
The Companys Internal Auditors have conducted periodic audit to providereasonable assurance that the Companys established policies and procedures have beenfollowed. The Audit Committee constituted by the Board reviews the internal control andfinancial reporting issues with the Internal Auditors.
A detailed note has been provided under Management Discussion and Analysis report
9. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES PERFORMANCE AND FINANCIALPOSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the period under review no company have become or ceased to be its Subsidiariesjoint ventures or associate companies.
The Company does not have any Subsidiary Joint venture Company or Associate Companieshence there is no comments is required on their performance.
During the year under review your Company did not accept any Deposits from the Publiccovered under Chapter V of the Companies Act 2013.
x STATUTORY AUDITORS
The existing Statutory Auditors of the Company i.e. M/S CNK & Associates LLPChartered Accountants Mumbai who hold office until the conclusion of the ensuing AnnualGeneral Meeting of the Company have expressed their unwillingness to be reappointed asthe Statutory Auditors of the Company.
The Board of Directors has approached M/s AMSKY & Co Chartered Accountant RewariHaryana (FRN:- 008458N) who have expressed their willingness to be appointed as thestatutory auditor of the Company. Accordingly the Board of Directors in their meeting heldon 25th July 2017 has appointed M/s AMSKY & Co Chartered AccountantRewari Haryana as the statutory Auditors of the Company from whom the Company hasreceived the consent showing their willingness to act as the Statutory Auditors of theCompany and a certificate to the effect they are not disqualified under Section 141 of theCompanies Act 2013 and eligible to be appointed as the Auditor of the Company.
The Board of the Directors of the Company recommends the members to confirm theappointment of M/s AMSKY & Co Chartered Accountant Rewari Haryana as the StatutoryAuditors of the Company in the Annual General Meeting of the Company who shall holdsoffice for a period of 5 Years from the conclusion of the ensuing Annual General Meetinguntil the conclusion of the 28th Annual General Meeting in the Calendar Year2022 subject to annual ratification by the members at every Annual General Meeting and atsuch remuneration plus GST as applicable and reimbursement of out-of pocket expenses inconnection with the Audit as the Board may fix in this behalf.
x INTERNAL AUDITORS
Pursuant to the provisions of section 138 of the Companies Act 2013 every listedCompany has to appoint an Internal Auditor who shall either be a chartered accountant or acost accountant or such other professional as may be decided by the Board to conductinternal audit of the functions and activities of the company. Accordingly the Board ofDirectors of your Company in their meeting held on 25/07/2017 has re-appointed M/s GauravGupta & Associates Cost Accountants Delhi as Internal Auditors of the Companypursuant to the provisions of Section 138 of the Companies Act 2013 for the FinancialYear 201 7-2018.
x SECRETARIAL AUDITORS
Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Boards report a Secretarial Audit Report given by a CompanySecretary in practice in the prescribed format.
The Board of Directors appointed M/s Mohit Aggarwal& Associates CompanySecretaries New Delhi as Secretarial Auditor to conduct Secretarial Audit of the Companyfor Financial Year 2016 -17 and their report is annexed to this Board report [AnnexureA].
The Board in their meeting held on 25/07/2017 has also re-appointed M/s MohitAggarwal& Associates as the secretarial auditor of the Company for conductingSecretarial Audit of the Company for Financial Year 2017 - 18.
12. AUDITORS REPORT x STATUTORYAUDIT REPORT
Rest of the observations of the auditors on the Financial Statements including relevantnotes on the accounts are self-explanatory and therefore do not call for any furthercomments.
During the year under review the Auditors had not reported any matter under Section143(12) of the Companies Act 2013 therefore no detail is required to be disclosed underSection 134(3) of the Act.
x SECRETARIAL AUDITOR REPROT
There has been no observation and any adverse remark has been given by the secretarialauditor in their report.
13. SHARE CAPITAL
During the period under review there has been no change in the issued subscribed andpaid-up equity share capital of the Company it continues to be Rs. 27534490 (Rupees TwoCrore Seventy Five Lakhs Thirty Four Thousand Four Hundred Ninety).
As on 31st March 2017 none of the Directors of the Company except thefollowing held shares or convertible instruments of the Company:
Mr. H.S. Sethi Chairman 100000 Equity Shares
Mr. Rakesh Kumar Trikha Additional Director 367341 Equity Shares
Mrs. Sulakshana Trikha Additional Director 452032 Equity Shares
x DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
All the equity shares of the Company are having pari - passu rights and the Company hasnot issued any equity shares with differential rights.
x DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any sweat equity during the year.
14. EXTRACT OFANNUAL RETURN
The details forming part of the Extract of Annual Return in annexed as per AnnexureB
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Information under Section 134 of the Companies Act 2013 read with the rules made thereunder is given in Annexure C forming part of this Report.
16. CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by Ministry ofCorporate Affairs every company having the net worth of Rs. 500 crores or more turnoverof Rs. 1000 crores or more or net profit of Rs 5 Crore or more during any financial yearhave to spend at least 2% of the average net profit of the company made during the threeimmediately preceding financial years.
As per the guidelines given above our company does not come under the stipulatedcategory to spend any amount on the CSR activity.
x CHANGES IN DIRECTORS
During the period under review following changes has been occurred in the director ofthe Company:-
The Board of Directors of the Company in their meeting held on 25/07/2017 has confirmedthe appointment of Mrs Sulakshana Trikha as the whole time Director of the Company subjectto confirmation of the members in the ensuing Annual General Meeting.
These changes are based on the recommendation of the Nomination Remuneration andCompensation Committee. The Board recommends the appointment of Mrs Sulakshana Trikha andMr. Rakesh Kumar Trikha. Items seeking your approval on the above are included in theNotice convening the Annual General Meeting ("AGM").
Brief resumes of the directors being appointed / re-appointed form part of the Noticeof the ensuing AGM.
Further the Company has received resignation from the existing promoters cum Directorsi.e. Mr. Harpreet Singh Sethi (Whole Time Director) Arshdeep Singh Sethi (ManagingDirector) and Paramjit Kaur Sethi (Director) showing their unwillingness to continue asthe Director of the Company which shall be effective after the conclusion of the ensuingAnnual General Meeting.
Mr. JaiParkash Singh and Mr. Kamal Singh Mehra has also shown their unwillingness tocontinue as the Independent Director of the Company and has resigned w.e.f. 25/07/2017.
The Board placed on record their appreciation for the assistance and guidance to theoutgoing Directors for the precious time to the Company.
x CHANGES IN KEY MANAGERIAL PERSON
During the period under review Ms. Monica Shandilya has resigned w.e.f. 27/06/2016 fromthe post of the Company Secretary and the Compliance officer of the Company and the Boardof Directors in their meeting held on 05/07/2016 has appointed Ms. Antima Gupta as theCompany Secretary and the Compliance officer of the Company.
Mr. Arshdeep Singh Sethi has also given his resignation from the post of Chieffinancial officer of the Company which will be effective after the ensuing Annual GeneralMeeting.
x DECLARATION BYAN INDEPENDENT DIRECTOR(S)
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013.
x BOARD EVALUATION
The evaluation framework for assessing the performance of Directors of your Companycomprises of contributions at the meetings strategic perspective or inputs regarding thegrowth and performance of your Company among others
Pursuant to the provisions of the Act and the Listing Regulations the Directors havecarried out the annual performance evaluation of the Board Independent DirectorsNon-executive Directors Executive Directors Committees and the Chairman of the Board.
The details of programme for familiarisation of Directors of your Company are availableon your Companys website viz www.ankaindia.com.
During the financial year 2016-17 there were 7 (Seven) Board Meetings 5 (Five) AuditCommittee meetings 4 (Four) meetings of the Stakeholder relationship committee 1 (One)meeting of the Nomination and remuneration Committee and 1 (One) meeting of IndependentDirector held for which proper notice has been given and the proceedings are recorded inthe minutes thereof. The provisions of Companies Act 2013 were adhered while consideringthe time gap between two meetings.
The Details of the Board and Committee Meetings are as Follows:-
19. AUDIT COMMITTEE
Pursuant to the proposed resignation of the Board of Directors and the IndependentDirectors the composition of the Audit Committee has been reconstituted. The newComposition of the Audit committee is Ms. Niti Sethi is the Chairman and Mr. Rakesh KumarTrikha and Ms. Asha Kishinchand are the Members.
During the period under review the board has accepted all the recommendation of theAudit committee.
20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud free and corruption free work culture has been the core of the companysfunctioning. In view of the potential risk of fraud and corruption due to rapid growth andgeographical spread of operations the Company has put even greater emphasis to addressthis risk.
To meet this objective a Whistle Blower Policy has been laid down. The same policy asapproved by the Board was uploaded on the Company website at web link
21. REMUNERATION POLICY
The Board has framed a policy for selection of and appointment of Directors SeniorManagement and their remuneration and the same has been uploaded on the website of theCompany at web link www.ankaindia.com.
22. PARTICULARS OF LOAN GUARANTEES AND INVESTMENT
The Company has not given any Loan given any guarantee or provided security inconnection with a Loan to any other body corporate or person and has not acquired by wayof subscription purchase or otherwise the securities of any other body corporate underSection 186 of the Act.
23. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arms length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Person etc. which may have potential conflict with the interest of the Companyat large.
All related party transactions were presented to the Audit Committee and the Board.Approval is obtained for the transactions which are foreseen and repetitive in nature.Related party transactions entered were presented before the Board and Audit Committee onquarterly basis specifying the nature value and terms and conditions of thetransactions.
The Related Party Transactions Policy as approved by the Board is uploaded on theCompanys website at the web link www.ankaindia.com.
No Material Related Party Transactions were entered during the year by your Company.Accordingly the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2 is not applicable.
24. CORPORATE GOVERNANCE
As per the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 all the listed entities having paid up equity share capital of more thanRupees ten crore and having a net worth of
Rs twenty five crores should comply with the provisions of regulations 17 18 19 202122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46and para C D and E of Schedule V.
Whereas as per the last Audited Balance Sheet as made uptill 31.03.2017 the Companyfalls short of the above mentioned criteria hence the provisions relating to CorporateGovernance as mentioned above para does not apply to the Company. However the company istaking utmost care and following all the provisions of the Corporate Governance asprescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.
25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
There has been no employee during the year whose particulars pursuant to provision ofthe Companies Act 2013 are required to be given.
Sine Company has not paid any remuneration to any of its directors pursuant to Section197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014 median employee remuneration cannot be compared. Hencethe said details are not provided..
26. RISK MANAGEMENT POLICY
Risk Management is a very important part of every business. Companys RiskManagement Policy divides Risk into two broad categories; one Risk Associated at theTransactional Level and the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level the co mpany has appropriatecontrol mechanism and operating effectiveness of the Internal Financial Controls and LegalCompliance System. The company has created appropriate structures with proper delegationof duties and responsibilities of employee at each level on enterprise basis forcompliances thereof.
In respect of Risk Associated at Decision Making level like political social &economic market technology capital structure foreign exchange & interest ratethey are evaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and LegalCompliance System are periodically reviewed by the Management Internal AuditorsStatutory Auditors and the Audit Committee .
Personnel relations with all employees remained cordial and harmonious throughout theyear. Your Directors wish to place on record their sincere appreciations for thecontinued sincere and devoted services rendered by all the employees of the Company.
28. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act) the Company has constitutedInternal Complaints Committees (ICC) which are responsible for redressal of complaintsrelated to sexual harassment. The objective of the Policy is to create and provide a workenvironment that is safer civilized free from any sort of hostility supportive to thediversity & dignity of all Associates where Associates feel secure provideprotection to the Associates at the workplace and established guidelines for prevention& redressal of complaints of sexual harassment and matters connected or incidentalthereto at the workplace on the basis of natural justice and confidentiality.
The Company is committed to provide a safe and conducive work environment to its womenemployees.
29. DIRECTORS RESPONSIBILITY STATEMEN T
On the basis of compliance certificates received from the Executives of the Companysubject to disclosures in the Annual Accounts and also on the basis of the discussion withthe Statutory Auditors/Internal Auditors of the Company from time to time your Directorsmake the following statements in terms of Section 134(3)(c) of the Companies Act 2013
a) in the preparation of the annual accounts for the year ended March 31st2017 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;
b) the Directors have 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 as at March 31st 2017 and ofthe profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Companys Internal Auditors have conducted periodic audit to providereasonable assurance that the Companys established policies and procedures have beenfollowed. The Audit Committee constituted by the Board reviewed the internal controls andfinancial reporting issues with Internal Auditors and Statutory Auditors.
The Directors express their gratitude and thanks to all the Institutions & BanksGovernment Authorities where companys operations are carried out ShareholdersCustomers Suppliers and other Business Associates for their continued co-operation andpatronage.