To the Members
ANKA INDIA LIMITED
Your Directors have pleasure in presenting this Twenty Second Annual Report togetherwith Audited Accounts of the Company for the Financial Year ended 31st March 2016.
The financial results for the year ended 31st March 2016 and for the previous yearended 31st March 2015 are as follows:
[Rs. in Lacs]
|Particulars ||Year Ended ||Year Ended |
| ||31.03.2016 ||31.03.2015 |
|Income from Operation ||4.15 ||0 |
|Other Income ||1.00 ||2.918 |
|Profit before Finance Cost Depreciation and Taxes ||(6.95) ||(9.59) |
|Finance Cost ||0.039 ||0.148 |
|Depreciation ||0 ||0 |
|Profit before Tax ||(6.99) ||(9.74) |
|Provision for Taxation ||0 ||0 |
|Deferred Tax (Assets)/Liability ||0 ||0 |
|Short/(Excess) Provision of earlier year ||0 ||0 |
|Profit for the Year ||(6.99) ||(9.74) |
|Earnings per Share ||(0.25) ||(0.35) |
|Transfer to General Reserve ||(6.99) ||(9.74) |
As the Company has incurred losses your Directors do not propose any Dividend for thefinancial year ended March 2016.
STATE OF COMPANY'S AFFAIR AND FUTURE OUTLOOK
The Company had incurred a loss of Rs. 6.99 Lacs in the current financial year incomparison of Rs 9.74 Lacs in the previous financial year from its operation during theyear. The Company is able to generate an income of Rs 4.15 Lacs from its revenue fromoperation in Comparisons to Nil in the previous financial year. The Directors are makingall efforts to improve business and operational profitability of the company. The Board isalso making best strategies to develop the new business of the company.
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.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
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.
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
During the year under review your Company did not accept any Fixed Deposits from thePublic covered under Chapter V of the Companies Act 2013.
SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint venture Company.
AUDITORS & AUDIT
The Statutory Auditors of the Company M/s.H. Kumar & Associates CharteredAccountants New Delhi were appointed as Statutory Auditors by the members for threeyears. However due to some personal reasons M/s H.Kumar & Associates submitted theirresignation from the Company w.e.f 17.08.2016. The Board of Directors of the Company intheir Meeting held on 19.08.2016 appointed M/S CNK & Associates LLP CharteredAccountants Mumbai as the statutory Auditors of the Company from whom the Company hasreceived the consent showing their willingness to appoint as the auditor of the Companyand a certificate to the effect they are not disqualified under Section 141 of theCompanies Act 2013 and eligible to appoint as the auditor of the Company.
The Board of the Directors of the Company recommends the members to confirm theappointment of M/S CNK & Associates LLP Chartered Accountants Mumbai as thestatutory auditors in the Annual General Meeting of the Company who holds office upto theconclusion of the next Annual General Meeting of the Company as per the provisions of theSection 139 (8) of the Companies Act 2013.
The Report of the Auditors on the Financial Statements including relevant notes on theaccounts for the Financial Year ended on 31.03.2016 are self-explanatory and therefore donot call for any further comments.
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.
The Board of Directors of your Company has re-appointed M/s Gaurav Gupta &Associates Cost Accountants Delhi as Internal Auditors pursuant to the provisions ofSection 138 of the Companies Act 2013 for the Financial Year 2016-2017.
The Board of Directors of your Company had appointed M/s. Aggarwal Nikita&Associates Practicing Company Secretaries as Secretarial Auditors pursuant to theprovisions of Section 204 of the Companies Act 2013. The report of the SecretarialAuditors is annexed to the report as per Annexure A.
Reply to the Remarks:-
Regarding Statutory Auditors:- The existing auditors has been resigned from theCompany and the Board of the Directors has appointed the New Auditors i.e. M/S CNK &Associates LLP Chartered Accountants Mumbai who has gone through the peer review processof Institute of Chartered Accountants of India (ICAI) and holds the certificate thereon
The Rest observations and remarks are self-explanatory therefore do not call for anyfurther comment.
The paid-up equity share capital outstanding as on 31st March 2016 was Rs.2.75 Crores.During the year under review the Company has neither issued Shares with DifferentialVoting Rights nor granted Stock Options nor Sweat Equity.
As on 31st March 2016 none of the Directors of the Company except the following heldshares or convertible instruments of the Company:
Mr. H.S.Sethi Chairman 137950 Equity Shares
Mr. A.S.Sethi Joint Managing Director 208920 Equity Shares
Mrs. P.K.Sethi .Non-Executive Director 165257 Equity Shares
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of Annual Return in annexed as per AnnexureB
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.
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.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri.A.S. Sethi. Director of the Company retires by rotationand being eligible offers himself for re-appointment rest there was no change in theManagement of the Company.
Brief resume of the Director seeking re-appointment nature of their expertise inspecific functional areas and the name of the Public Companies in which they holdDirectorship and Chairman/Membership of the Committees of the Board are given asAnnexure to the Notice convening the Annual General Meeting.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
The Independent Directors have submitted their disclosures to the Board that they fullfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Mrs. P.K. Seth Non-Executive Director is the Mother of Mr. H.S.Sethi Whole timeDirector and A.S.Sethi Joint Managing Director of the Company are related to each otherwithin the meaning of the term "relative" as per Section 2(77) of the CompaniesAct 2013.
Pursuant to the Provisions of the Companies Act 2013 and under Securities &Exchange of Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out an Annual Performance Evaluation of its own performanceand all the Directors individually.
The evaluation of Non-Independent Directors Chairman and the Board as a whole was doneat a separate meeting by the Independent Directors.
During the year Five Board Meetings Five Audit Committee meetings fourmeetings of theStakeholder relationship committee One meeting of the Nomination and remunerationCommittee and one meeting of Independent Director held for which proper notice has beengiven and the proceedings are recorded in the minutes thereof.
COMPOSITION OF AUDIT COMMITTEE
The Board has constituted an Audit Committee which comprises of Mr. J.P.Singh asChairman and Mr. K.S. Mehra and Mr. P.K. Sethi as the Members.
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 www.ankaindia.com.
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.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENT
Details of loans guarantees and investment covered under Provisions of Section 186 ofthe Companies Act 2013 are given in the accompanying Financial Statements.
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 are 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 are 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.
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
There has been no material change and commitments occurred between the end of thefinancial year of the Company i.e. 31st March 2016 and the date of this report affectingfinancial position of the Company.
As per the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015the listed entity having paid up equity share capital not exceeding rupeesten crore and net worth not exceeding rupees twenty five crore as on the last day of theprevious financial year does not have comply 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.
As our Company has falls under the above criteria so the above regulations of thecorporate governance does not apply on the Company. However the company is taking utmostcare and following all the provisions of the Corporate Governance as prescribed under theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
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..
RISK MANAGEMENT POLICY
Risk Management is a very important part of any 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 company 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.
DIRECTORS RESPONSIBILITY STATEMENT
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 31st 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct 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 2016 and of the profitof the Company for the year ended on that date; c) the Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting 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 cooperation andpatronage.
| ||For and on behalf of the Board |
|Place : Gurgaon ||Sd/- |
|Dated : 19/08/2016 ||Harpreet Singh Sethi |
| ||Chairman |
| ||DIN : 00013662 |