Anna Infrastructures Limited
Your Directors have the pleasure of presenting the Twenty Fifth
Annual Report of the Company on the business and operations
of the Company together with Audited Statement of Accounts
for the year ended March 31 2017.
1. FINANCIAL RESULTS
The Company's performance during the financial year ended March 31 2017 as compared tothe previous financial year is summarized as below:
| ||Current Year ended ||Previous Year Ended |
| ||31/03/2017 ||31/03/2016 |
|Revenue from Operations before tax interest & depreciation || || |
| ||3169936.00 ||4710501.00 |
|Less: Depreciation ||885787.00 ||774947.00 |
|Less: Finance Charges ||275323.00 ||343535.00 |
|Profit Before Tax ||2008826.00 ||3592019.00 |
|Provision for Tax ||590373.00 ||1088321.00 |
|Profit After Tax ||1418453.00 ||2503698.00 |
|Add: Balance brought forward from previous year ||35203137.00 ||32699439.00 |
|Profit available for appropriation ||36621590.00 ||35203137.00 |
|Balance to be carried forward to the balance sheet ||36621590.00 ||35203137.00 |
2. STATE OF COMPANY'S AFFAIRS
During the year under review your Company's total revenue stood at Rs. 6150767 as at31st March 2017 as compared to Rs. 11270244 as at 31st March2016.
Your directors hoping the good business performance in the coming years.
The Company is engaged in the activities of Land for Real Estate Development.
At present the Authorized Share Capital of the Company is Rs. 50000000/- (RupeesFive Crore only) divided into 5000000 Equity Shares of Rs. 10/- each and the Paid-upShare Capital is Rs. 38000000/- (Rupees Three Crore Eighty Lacs only) divided into3800000 Equity Shares of Rs. 10/- each.
There was no change in the nature of the business of the Company during the year underreview.
Considering the market conditions company's performance during the year under reviewreduced liquidity position in the market as a whole and with a view to conserve theresources for the smooth operations of the company in future your Directors have notrecommended any dividend for the year under review.
4. TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned duringfinancial year ended 2016-17.
During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. As on April 1 2016 no amounts were outstanding which were classified asDeposits' under the applicable provisions of Companies Act 1956 and hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Companies Act 2013 is not applicable.
6. SHARE CAPITAL
During the financial year under report the Company has neither made any issue ofequity shares with differential voting rights sweat equity shares or under employee stockoptions scheme nor it has made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees.
7. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES
As on 31st March 2017 the Company does not have any subsidiary or jointventure and associate company.
As per section 134 of the Companies Act 2013 read with rule 8 (5)(iv) of The Companies(Accounts) Rules 2014 M/s Alfa Housing (India) Private Limited has ceased to be anassociate company during the year under review.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Director retiring by rotation
Pursuant to Section 152 of the Companies Act 2013 and in accordance with the Articleof Association of the Company Mr. Ramesh Chand Agarwal Non Executive Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The Board of Directors recommends his re-appointment.
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
Pursuant to the provisions of Section 149 subsection (7) of the Companies Act 2013and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Mrs. Kusum Singhal holds position of a Non Executive (Independent)Woman Director of the Company.
All of the Directors of the Company have confirmed that they are not disqualified underprovisions of Section 164 of the Companies Act 2013 from being appointed / continue tohold position of Directors of the Company.
Key Managerial Personnel
Pursuant to provisions of Section 203 of the Companies Act 2013 Mr. Amit Kumar Bosecontinues to holds the position of Chief Financial Officer of the Company and Miss.Kanchan Agarwal continues to hold the position of Company Secretary cum Compliance Officerof the Company.
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy has been approved by the Nomination & Remuneration Committee andthe Board of Directors. More details on the same have been given in the CorporateGovernance Report.
9. BOARD AND COMMITTEE MEETING
Number of Board Meetings
The Board of Directors met 8 times during the financial year ended March 31 2017 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder thedetails of which has been given in the Corporate Governance Report. Directors of theCompany actively participated in the meetings and contributed valuable inputs on thematters brought before the Board of Directors from time to time.
Number of Committees Meeting
The Audit Committee met 4 times during the financial year ended March 31 2017. TheStakeholders Relationship Committee met 4 times during the financial ended March 31 2017.The nomination and remuneration committee met 1times during the financial year ended March31 2017. Members of the Committees discussed the matter placed and contributed valuableinputs on the matters brought before.
Additionally during the financial year ended March 31 2017 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013 and Clause 49(II)(B)(6) of the Listing Agreement.
10. COMMITTEES OF THE BOARD
Currently the Company has three committees viz; Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee which has been established asa part of the better corporate governance practices and is in compliance with therequirements of the relevant provisions of applicable laws and statutes.
The details with respect to the compositions terms of reference scope and powersroles meetings etc. of the relevant committees are given in detail in the CorporateGovernance Report forming part of this Annual Report.
11. CORPORATE SOCIAL RESPONSIBILITY
During the financial year under report your Company has not met the criteria laid downunder the provisions of Section 135(1) of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 and accordingly the provisionsincluding but not limited up to constitution of Corporate Social Responsibility Committeeand formulation / implementation of a policy on Corporate Social Responsibility are notapplicable to the Company.
12. PERFORMANCE EVALUATION OF THE BOARD
In accordance with the provisions of Regulation 17(10) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Schedule IV of the Companies Act 2013evaluation of performance of Independent Directors by the Non Independent Directors andreview of performance of Non Independent Directors and the Board as a whole by theIndependent Directors was made during the financial year under report. The Directors weresatisfied with the evaluation results which reflected the overall engagement of the Boardand its Committees with the Company.
This may be considered as a statement under provisions of Section 134(3)(p) of theCompanies Act 2013 and Rule 8(4) of the Companies (Accounts) Rules 2014.
More details on the evaluation mechanism are given in the Corporate Governance Report.
13. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistle-blowing mechanism not only helps the Companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the ComplianceOfficer or the Chairman of the Audit Committee where necessary. The Company ensures thatgenuine Whistle Blowers are accorded complete protection from any kind of unfair treatmentor victimization. The Whistle Blower Policy is disclosed on the website of the Company atwww.annainfra.com.
14. RISK MANAGEMENT POLICY
The Company has developed and implemented a Risk Management Policy to meet the risksassociated with the business of the Company. Business risk evaluation and management is anongoing process within the Company. The assessment is periodically examined by the RiskManagement Audit Committee of the Board.
15. PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186
The details of loans given investments made guarantees given and securities providedunder Section 186 of The Companies Act 2013are as under:
|Name of Borrower ||Amount of Loan as on 31.03.2017 ||Rate of Interest on which loan given ||Limit Passed by Board Resolution |
|Sidhi Vinayak Infraplanner Private Limited ||31080686 ||12% ||4 CR |
| || || ||Date of Board Meeting: 13.08.2015 |
|Tulsi Shelters Private Limited ||22396550 ||12% ||4CR |
| || || ||Date of Board Meeting: 13.08.2015 |
16. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered during the financial year under reportwere in the ordinary course of business of the Company and were on arm's length basis.There were no materially significant related party transactions entered by the Companywith its Promoters Directors Key Managerial Personnel or other persons which may have apotential conflict with the interest of the Company.
Since no material related party transactions were entered by the Company and all thetransactions entered into by the Company with its related parties were in the ordinarycourse of business and on an arm's length basis disclosure in the Form AOC-2 is notrequired to be given.
17. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls related to financialstatement. During the year such controls were tested and no reportable materialweaknesses were observed by Internal Auditors of the Company for inefficiency orinadequacy of such controls. Some of the controls are outlined below:
? The Company has adopted accounting policies which are in line with the AccountingStandards and other applicable provisions of the Companies Act 2013;
? Changes in polices if any are approved by the Audit Committee in consultationwith the Auditors;
? In preparing the financial statement judgment and estimates have been made basedon sound policies. The basis of such judgments and estimates are approved by the Auditorsand the Audit Committee.
18. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended March 31 2017 made under the provisions ofSection 92(3) of the Act is attached as Annexure I which forms part of this Report.
19. PARTICULARS OF EMPLOYEES AND REMUNERATION
Your Directors appreciate the significant contribution made by the employees to theoperations of your Company during the period.
The information required on particulars of employees as per Section 197(12) of theCompanies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in a separate Annexure II to this Directors'Report.
As per the provisions contained in the proviso to Section 136(1) of the Companies Act2013 the aforesaid particulars are not being sent as a part of this Annual Report. AnyMember interested in obtaining a copy of the same may write to the Company Secretary atthe registered office of the Company.
M/s Mehra Sanjay & Co. Chartered Accountants (Firm's Registration No.006381C)who hold office as Auditors till the conclusion of the forthcoming Annual General Meetinghave completed more than ten years as Auditors of the Company.
Provisions of the Companies Act 2013 requiring the mandatory rotation of Auditors M/sVinay Bansal & Associates. Chartered Accountants (Firm's Registration No 015675C) havebeen appointed as Statutory Auditors for a period of five continuous years from theconclusion of the 25thAnnual General Meeting (AGM) till the conclusion of the30th AGM of the Company. They have confirmed their eligibility to the effect that theirreappointment if made would be within the prescribed limits under the Act and that theyare not disqualified for appointment.
Your Directors place on record their appreciation for the services rendered by M/sMehra Sanjay & Co. during its long association with the Company.
As required under provisions of Section 204 of the Companies Act 2013 and Rules framedthereunder the Board has re-appointed the existing Secretarial Auditors of the CompanyM/s Satyendra Sharma & Associates Practicing Company Secretaries for conducting theSecretarial Audit for the FY 2017-18.
Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Companyfor the financial year ended on March 31 2017 is attached to the Directors' Report asAnnexure III.
Explanations or comments by the Board on qualification / reservation / adverse remarkor disclaimer made by the Statutory Auditors in their Audit Report and by the SecretarialAuditor in her Secretarial Audit Report
Both the Statutory Auditors' Report and Secretarial Audit Report are self explanatoryand no comment from the Board of Directors of the Company is required as no qualificationreservation or adverse remark or disclaimer is given by any of both of the Auditors of theCompany.
In accordance with the provisions of Section 138 of the Companies Act 2013 and Rulesframed thereunder your Company has appointed Mr. Atul Kakkar Chartered AccountantProprietor as the Internal Auditors of the Company and takes his suggestions andrecommendations to improve and strengthen the internal control systems. His scope of workincludes review of operational efficiency effectiveness of systems & processescompliances and assessing the internal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany which has been occurred between the end of the financial year i.e. March 31 2017and the date of signing of the Directors' Report i.e. August 14 2017.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
Presently the equity share capital of your Company is listed at the Bombay StockExchange Limited (Scrip Code: 530799). The Company's equity shares are available fortrading in demat form by all the investors on BSE which is having trading terminals invarious cities affording to the investors convenient access to trade and deal in theCompany's equity shares across the country.
The Company is regular in complying with the requirements of the Listing Agreement /Regulations and has duly paid the requisite Listing Fees to the Bombay Stock ExchangeLimited.
24. CODE OF CONDUCT
The Board has laid down a Code of Conduct ("Code") for Board MembersManagerial Personnel and for Senior Management Employees of the Company. This Code hasbeen posted on the Company's website at http://www.annainfra.com/companies.php. All theBoard Members and Senior Management Personnel have affirmed compliance with this Code. Adeclaration by the Managing Director to this effect forms part of the Corporate GovernanceReport.
The Board has also laid down a Code of Conduct for Independent Directors pursuant toSection 149(8) and Schedule IV to the Companies Act 2013 via terms and conditions forappointment of Independent Directors which is a guide to professional conduct forIndependent Directors and has been uploaded on the website of the Company at following weblink: http://www.annainfra.com/companies.php.
25. CORPORATE GOVERNANCE
Your Company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. A Report on CorporateGovernance along with a Certificate from Statutory Auditors of the Company regardingcompliance of conditions of Corporate Governance as stipulated under provisions ofRegulation 34(3) and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report.
26. MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separately furnished in theAnnual Report and forms a part of the Annual Report.
27. PARTICUALS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The disclosures required to be made under the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption and foreign exchange earnings and outgo arenot applicable to the Company as the Company being Infrastructure Company neitherinvolved in any manufacturing processing nor any of its transactions involves foreignexchange earnings and outgo.
28. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2017 the Board ofDirectors hereby confirms that:
1. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
2. The Directors had selected such accounting policies have been selected andapplied consistently and the Directors made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company ason March 31 2017 and of the profits of the Company for the year ended on that date;
3. The Directors had taken proper and sufficient care was taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
4. The Directors has prepared annual accounts of the Company have been preparedon a going concern basis;
5. The Directors had laid down internal financial controls have been laid downto be followed by the Company and that such internal financial controls are adequate andwere operating effectively;
6. The Directors had devised proper systems have been devised to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to express their deep and sincere gratitude to theClients Customers and Shareholders of the Company for their trust and patronage as wellas to the various Bankers Reserve Bank of India Securities and Exchange Board of IndiaBombay Stock Exchange Government of India and other Regulatory Authorities for theircontinued co-operation support and guidance.
Agra August 14 2017
Shop. No. 1 & 3 E-14/6 First Floor
Shanta Tower Sanjay Place
Telephone: + 0562-2527004
Email ID : email@example.com
Website : www.annainfra.com