Anna Infrastructures Ltd.
|BSE: 530799||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE336D01014|
|BSE LIVE 15:27 | 27 Feb||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 530799||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE336D01014|
|BSE LIVE 15:27 | 27 Feb||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Anna Infrastructures Limited.
Your Directors have the pleasure of presenting the Twenty Third Annual Report of theCompany on the business and operations of the Company together with Audited Statement ofAccounts for the year ended March 31 2015.
The Company's performance during the financial year ended March 31 2015 as compared tothe previous financial year is summarized as below:
NATURE OF BUSINESS
The Company is engaged in the activities of Land for Real Estate Development. On thereal estate development front the Company develops residential commercial retail andsocial infrastructure projects.
There was no change in the nature of the business of the Company during the year underreview.
During the year under review your Company's total revenue stood at Rs. 13868489 asat 31st March 2015 as compared to Rs. 17231477 as at 31st March2014.
Your directors hoping the good business performance in the coming years.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned duringfinancial year ended 2014-15.
The Board of Directors has not recommended any dividend on the Share Capital of theCompany for the period ended 31st March 2015 considering the current cash flow position ofthe Company.
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 2014 no amounts were outstanding which were classified as'Deposits' 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.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY (DISCLOSURE OF ORDERS PASSED REGIONALDIRECTOR NOIDA)
During the year under review the Company's registered office has shifted in the Stateof Uttar Pradesh from the State of Delhi. The Shifting of Registered Office has beenconfirmed by Regional Director Northern Region Bench Noida on 25.03.2015 order no. SRNC40186165 (13)/2013/13432.
DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and the date of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All transactions of the Company with Related Parties are in the ordinary course ofbusiness and at arm's length. Information about the transactions with Related Parties isgiven in the Corporate Governance Report which forms a part of this Annual Report.
Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the Companies Act2013 read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is given as AnnexureI to this Directors' Report.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186
Particulars of loans guarantees and investments as on 31st March 2015 are given inthe Notes to the financial statement.
DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 has been furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARE
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 has been furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
The Company has not issued any employee stock option scheme and employee stock purchasescheme and hence no information as provisions of Rule 12(9) of the Companies (ShareCapital and Debenture) Rules 2014 and SEBI (Employee Share Based Employee Benefits)Regulations 2014 has been furnished.
DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES
There are no shares held by trustees for the benefit of employees therefore nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year the board of directors of the Company has appointed Ms. Kanchan Agarwalas Company Secretary and appointment of Ms. Kanchan Agarwal was formalized as the KeyManagerial Personnel of the Company to comply with the provisions of Section 203 of theCompanies Act 2013.
During the year under review Board of Directors appointed of Mrs. Kusum Singhal asWomen Director (Category: Additional Independent Director) w.e.f. 30.03.2015.
In accordance with the Articles of Association of your Company and pursuant toprovision of Companies Act 2013 Mr. Ashok Kumar Mittal Non Executive Director Chairmanretires from office by rotation and being eligible offer themselves for re-appointmentat the ensuing Annual General Meeting of the Company.
The brief resume of Mr. Ashok Kumar Mittal as required interalia in terms of Clause 49of the Listing Agreement with the stock exchanges are provided elsewhere in this AnnualReport.
Mr. Ramesh Chand Agarwal Non Executive Independent Director has relinquished the postof Non Executive Independent Director from the Board and continues as an Non ExecutiveDirector of the Company.
The Board of Directors has appointed Mr. Rhythm Garg as an additional independentdirector w.e.f 10.04.2015.
Section 149 and other applicable provisions of the Companies Act 2013 require theCompany to have atleast one-third of the total number of Directors as IndependentDirectors. In the opinion of the Board Mrs. Kusum Singhal and Mr. Rhythm Garg areIndependent Directors in terms of the Listing Agreement meet the criteria of independencein terms of section 149 (6) of the Act are being considered for appointment asIndependent Directors of the Company under sections 149150 and 152 read with Schedule IVof the Act. The Company has received declarations from all these Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersection 149 (6) and Schedule IV of the Companies Act 2013 and clause 49 of the ListingAgreement with the Stock Exchanges. Accordingly resolutions will be placed at the ensuingAnnual General Meeting (AGM) for their appointment as Independent Directors for a periodof five consecutive years from the date of ensuing AGM and not liable to retire byrotation.
Mr. Anil Kumar Agarwal Whole Time Director has been re-appointed by the Board ofDirectors as Whole Time w.e.f 30.05.2015 for a period of five year and his appointment wasformalized as the Key Managerial Personnel of the Company to comply with the provisions ofSection 203 of the Companies Act 2013.
DECLARATIONS BY INDEPENDENT DIRECTORS
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.
DISCLOSURE UNDER SECTION 134 (3)(B)
Number of Board Meetings
The Board of Directors met 13 times during the financial year ended March 31 2015 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder.Directors of the Company actively participated in the meetings and contributed valuableinputs on the matters brought before the Board of Directors from time to time.
Number of Committees Meeting
The Audit Committee met 5 times during the financial year ended March 31 2015. TheStakeholders Relationship Committee met 4 times during the financial ended March 31 2015.The nomination and remuneration committee met 1 time during the financial year ended March31 2015. Members of the Committees discussed the matter placed and contributed valuableinputs on the matters brought before.
Additionally during the financial year ended March 31 2015 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013 and Clause 49(M)(B)(6) of the Listing Agreement. (Non Compliance).
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 2015 the Board ofDirectors hereby confirms that:
1. In the preparation of the annual accounts the applicable accounting standardshad 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 2015 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 the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. The Directors has prepared annual accounts of the Company have been prepared ona going concern basis;
5. The Directors had laid down internal financial controls have been laid down tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively;
6. The Directors had devised proper systems have been devised to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee and formulated thecriteria for determining the qualification positive attributes and independence of aDirector (the Criteria). The Nomination and Remuneration Committee has recommended to theBoard a policy relating to the remuneration for Directors Key Managerial Personnel andother employees as required under Section 178 (1) of the Companies Act 2013.
Kindly refer section on Corporate Governance under the head 'Nomination andRemuneration Committee' for matters relating to constitution meetings functions of theCommittee and the remuneration policy formulated by this Committee.
ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD
The Criteria inter alia includes: a person to be appointed on the Board of theCompany should possess in addition to the fundamental attributes of character andintegrity appropriate qualifications skills experience and knowledge in one or morefields of engineering banking management finance marketing and legal a proven trackrecord etc.
An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. Kindly refer to the section on Corporate Governance under thehead 'Audit Committee' for matters relating to constitution meetings and functions ofthe Committee.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the provisions of Section 135 of the Companies Act 2013 constitution ofCorporate Social Responsibility (CSR) Committee and matters relating to it is notapplicable to Company. Hence there is no information regarding it.
OTHER BOARD COMMITTEES
For details of other board committees viz. Stakeholders Relationship CommitteeNomination and Remuneration Committee kindly refer to the section on CorporateGovernance.
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.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has formulated a Risk Management Policy whichaims at enhancing shareholders' value and providing an optimum risk reward thereof. Therisk management approach is based on a clear understanding of the variety of risks thatthe organization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.
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 theAccounting Standards 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 madebased on sound policies. The basis of such judgments and estimates are approved by theAuditors and the Audit Committee;
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 thisDirectors' 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.
OBLIGATION OF COMPANY 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.
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 2015 made under the provisions ofSection 92(3) of the Act is attached as Annexure III which forms part of thisReport.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy Foreign exchange earnings and outgo and technology absorption havenot been furnished considering the nature of activities undertaken by the Company duringthe year under review.
The report on Corporate Governance and the certificate from the Statutory Auditorsregarding compliance with the conditions of Corporate Governance have been furnished inthe Annual Report and form a part of the Annual Report.
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.
AUDITORS AND THEIR REPORTS
The matters related to Auditors and their Reports are as under:
OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31 2015
The auditor's report does not contain any qualification reservation or adverse remarkor Disclaimer.
STATUTORY AUDITORS APPOINTMENT
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Mehra Sanjay & Co. Chartered Accountants theStatutory Auditors of the Company hold office upto the conclusion of the Twenty Fourth(24th) Annual General Meeting.
However their appointment as Statutory Auditors of the Company is subject toratification by the Members at every Annual General Meeting. The Company has received acertificate from the said Auditors that they are eligible to hold office as the Auditorsof the Company and are not disqualified for being so appointed.
Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31 2015
As required under provisions of Section 204 of the Companies Act 2013 the report inrespect of the Secretarial Audit carried out by M/s Satyendra Sharma & AssociatesCompany Secretaries in Form MR-3 for the FY2014-15 is attached as Annexure IV whichforms part of this Report. The said report does not contain any adverse observation orqualification requiring explanation or comments from the Board under Section 134(3) of theCompanies Act 2013.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers suppliers bankersbusiness partners/associates financial institutions and various regulatory authoritiesfor their consistent support/encouragement to the Company.
Your Directors would also like to thank the Members for reposing their confidence andfaith in the Company and its Management.
Form AOC - 2
Pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014
Form for disclosure of particulars of contract/arrangements entered in to by theCompany with the related parties referred to in sub-Section 188 (1) of the Companies Act2013 including certain arm's length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm's length basis
There were no contracts or arrangements or transactions entered in to by the Companyduring the year ended 31st March 2015 which were not at arm's length basis.
2. Details of material contracts or arrangement or transactions at arm's length basis:
There were no material contracts or arrangement or transactions at arm's length basisfor the year ended 31st March 2015.
EXTRACT OF ANNUAL RETURN (MGT-9)
As on financial year ended on March 31 2015
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:-
IV. SHARE HOLDING PATTERN
(Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
(ii) Shareholding of Promoters
(iii) Change in Promoters' Shareholding
(iv) Shareholding of top ten shareholders As On March 31 2015
(other than Directors Promoters and holders of GDRs and ADRs)
(v) Shareholding of Directors and Key Managerial Personnel
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole Time Directors and/or Manager
B. Remuneration to other Directors
C. Remuneration to Key Managerial Personnel other than MD/Manager/WD
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
SECRETARIAL AUDIT REPORT
(Form No. MR-3)
For The Financial Year Ended 31st March 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
Anna Infrastructures Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate governance practice by ANNA INFRASTRUCTURESLIMITED (hereinafter called "the Company"). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's Books Papers Minutes Books Forms andReturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended 31st March 2015 complied withthe statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance mechanism in place to the extent in the manner and subject tothe reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by Anna Infrastructures Limited ("the Company") as for thefinancial year ended on 31st March 2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; not applicable to the company during this auditperiod.
d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; not applicable to the company duringthis audit period.
e. The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008; not applicable to the company during this audit period.
f. The Securities and Exchange Board of India (Registrars to a Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; not applicable to the company during this audit period.
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; not applicable to the company during this audit period.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of Indiaunder the provisions of Companies Act 1956; (not notified hence not applicable to theCompany during the audit period) and
(ii) The Listing Agreements entered into by the Company with Stock Exchange(s);
During the financial year under report the Company has complied with the provisions ofthe Act Rules Regulations Guidelines Standards etc. mentioned above.
I further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors NonExecutive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views if any arecaptured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.