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ANS Industries Ltd.

BSE: 531406 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE234J01018
BSE LIVE 15:20 | 27 Oct Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 28.10
PREVIOUS CLOSE 28.10
VOLUME 1
52-Week high 28.30
52-Week low 23.50
P/E 175.63
Mkt Cap.(Rs cr) 26.02
Buy Price 0.00
Buy Qty 0.00
Sell Price 28.10
Sell Qty 959.00
OPEN 28.10
CLOSE 28.10
VOLUME 1
52-Week high 28.30
52-Week low 23.50
P/E 175.63
Mkt Cap.(Rs cr) 26.02
Buy Price 0.00
Buy Qty 0.00
Sell Price 28.10
Sell Qty 959.00

ANS Industries Ltd. (ANSINDUSTRIES) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their 21st Annual Report on thebusiness and together with Annual Audited Financial Statements and Auditors' Report forthe year ended 3151 March 2015.

FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE)

During the year under review performance of the company as under:

PARTICULARS Year Ended 31st March 2015 Year Ended 31st March2014
Total Income 416.61 604.22
Total Expenditure 515.08 535.79
Profit/(Loss) before Depreciation &Tax (147.72) 131.29
Depreciation 49.25 62.86
Tax 00 0.00
Net Profit/(Loss) for the year after Depreciation & Tax (98.47) 68.43
Add: balance B/F from the previous year 0.00 0.00
Balance Profit/loss C/F to the next year 0.00 0.00

STATE OF AFFAIRS OF THE COMPANY

Your Company has made net Loss of Rs. 98.47 Lacs as on 31st March 2015 ascompared to the net profit of Rs. 68.43 Lacs during the previous year. Directors aremaking sincere efforts to increase the profit of the Company.

During the year the Company has processed a total of 552650 KG of Peas in Pea Season ascompared to previous year a total of 898485 KG of peas in the season There is lot of scopein food processing industry and management are making sincere effort to capitalize it.During the year no constructional activity undertaken by the company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in MGT-9 is annexedherewith as ANNEXURE-I and forming part of this report.

NUMBER OF BOARD MEETINGS

During the year under review 9 (Nine) Board Meeting were held the details of which aregiven in Corporate Governance Report. The intervening gap between any two meetings waswithin the period prescribed by the Companies Act 2013

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of knowledge and ability confirms that:

1. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

2. the Directors had 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 at the end of the financial year endingon March 312014 and profit and loss of the company for that period;

3. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

4. the Directors had prepared the annual accounts on a going concern basis;

5. the Directors had laid down internal financial controls for the company which areadequate and are operating effectively;

6. the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director undersection 149(7) of the companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and clause 49 of the ListingAgreement and one meeting of Independent Directors was held as schedule IV of theCompanies Act 2013

RESERVES

The Board of Directors of the Company has decided not to propose any amount to carryany reserves in the Balance Sheet. DIVIDEND

The Board of Directors has decided not to recommend any amount of dividend with a viewto conserve resources. DEPOSITS

The company has not invited any deposits from public during the year under review.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of Business of the Company.

CHANGE IN SHARE CAPITAL

There is no change in the share capital of the company during the year under review.

PARTICULARS OF LOANS GURANTEES OR INVESTMENTS

The particulars of Loans gurantees & investments under section 186 of theCompanies Act 2013 have been disclosed in the Balance Sheet.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS

All the related party transactions (if any) are entered on arm's length basis and inthe ordinary course of business. All the transactions are in compliance with theapplicable provisions of the relevant act and Listing Agreement .There was no relatedparty transactions which may have potential conflict with the interest of the company.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

No Company has become or ceased to be its subsidiary joint ventures or associateCompany during the year 2014-15.

FINANCIAL INFORMATION OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

The company has no subsidiary joint ventures or associate Company so this disclosureis not applicable.

SIGNIFICANT AND MATERIAL ORDER

There are no significant and material order passed by regulators or courts or tribunalsimpacting the going concern status and company's operations in future

MATERIAL CHANGES AND COMMITMENTS

There was no material change and commitment affecting the financial position of thecompany in the financial year ended 31st March 2015 to which the financialstatement relates and the date of the report

CONSERVATION OF ENERGY

The Company is making efforts to reduce its dependence on State Electricity powersupply. It uses Rice Husk for the boiler to eliminate use of Fuel Oil.

TECHNOLOGY ABSORPTION

The Company is making efforts for absorption of sophisticated technology.

FOREIGN EXCHANGE EARNING & OUTGO

During the year there are no earning and outgo of foreign exchange as already given innotes on Accounts.

CORPORATE SOCIAL RESPONSIBILITY

Provisions relating to Corporate Social Responsibility under Section 135 is notapplicable to the company.

RISK MANAGEMENT POLICY

The company has developed and adopted a risk management policy which identifies allperceived risks which might impact the operations of the company. The company is takingappropriate measure to achieve proper balance between risks and rewards.

FORMAL EVALUATION OF BOARD

Evaluation of all Board members is done annually .The evaluation is done by boardNomination and Remuneration committee and Independent Directors with specific focus onperformance and effective functioning of board and individual directors. Criteria forevaluation of board as a whole includes frequency length transparency flow ofinformation administration and disclosure of board meetings held. Individual directorscan be evaluated on the basis of their ability to contribute good governance practices toaddress top management issues long term strategic planning individually time spentattendance & membership in other committees core competencies and obligationfiduciary responsibilities etc.

NOMINATION AND REMUNARATION POLICY

As required under Clause 49(IV) (B) of the Listing Agreement read with Section134(3)(e) of the Companies Act2013the company has a policy on Directors Appointment andremuneration including criteria for determining qualificatiospositive attributesindependence of a director and other matters provided under sub section 3 of Section 178of the companies Act2013 is annexed herewith ANNEXURE-II and forming part of this Report.

VIGIL MECHANISM

As required under clause 49(II)(F) of the Listing agreement read with Section 177(9) ofthe Companies Act2013the company has established a Vigil Mechanism for their Directorsand Employee to report their genuine concerns or /grievances.

The mechanism also provides for adequate safeguard against victimization of Employeeand directors person who avail of the mechanism and make provisions for direct access tothe Managing Director.

PARTICULARS OF DISCLOSURE OF REMUNARATION OF DIRECTOR AND EMPLOYEE

As required under Section 197(12) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 the ratio ofremuneration of each director to the median employee's remuneration and other details areannexed as ANNEXURE-III and forming part of this Report.

Your company is not paying any remuneration to its Managing Director or other Directorfor attending Board Meeting and Committee thereof. The details of Remuneration given toCFO and Company Secretary is mentioned in MGT-9 as ANNEXURE-I.

There is no employee drawing remuneration of Rs.60 Lacs or more in a financial year ordrawing a remuneration of Rs.5.00 lacs per month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014.

MANAGEMNT DISCUSSION AND RISK ANLYSIS REPORT

The Management Discussion and analysis as required under Clause 49(VIII)(D) of theListing Agreement is annexed as ANNEXURE-IV and forming part of this Report.

AUDIT COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

The Details of the all these Committees are given in Report on Corporate Governance asannexed as ANNEXURE-VI and forming part of this Report.

APPOITMENT REAPPOITMENT OF DIRECTORS & KMP

During the year under review Mr. Rameshchnadra Sharma (DIN-03355782) and Mrs.KamalSaib(DIN-06942852) have been appointed as an Additional Directors (Independent ) of theCompany and Mr. Mahesh Kumar Sharma (DIN-00042874) who retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. The Detailsof appointment and reappointments of Directors are already given in notice of AnnualGeneral Meeting. Mr.Subodh Kumar has been appointed as Chief Financial Officer (KMP) ofthe Company.

Mr. Mahesh Kumar Sharma (DIN-00042874) and Mr.R.C Sharma (DIN-00148867) are notfulfilling the criteria of Independence as per Section 149(6) of the Companies Act 2013so both are not treated as Independent Directors and further pursuant to Section 152(6)(e)Companies Act2013 the period of office Independent Director is not liable to retire byrotation so the period of office of Mr.S.R Sahore (DIN00036146) is not liable to retire byrotation and all aforesaid stated Directors remain to be non-executive. Other changes incommittees of directors given in Corporate Governance Section of this report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an internal control system commensurate with the size scale andcomplexity of its operation the scope and authority of the internal audit function iswell defined in the organization.

To maintain its objectivity and independence Internal Audit function is laid beforethe Audit committee of the Board.

Based on the report of the Internal Audit & Audit Committee observation correctiveactions are undertaken by the respective department and thereby strengthen the controls.

LISTING OF SECUTIRIES OF THE COMPANY

The Securities of the Company is listed with Bombay Stock Exchange and Delhi stockExchange but the SEBI has withdrawn the recognition of Delhi Stock Exchange on November19 2014 and so the company is not complying with the listing requirement of Delhi StockExchange and has not paid the Annual Listing fee of Delhi Stock Exchange for the Year2015-16.

Further Annual Listing fee of Bombay stock exchange has been paid for the year 2015-16.

STATUTORY AUDITOR

The Statutory Auditors of the Company M/s.Gaur V.K. & Company CharteredAccountants New Delhi retire at the ensuing Annual General Meeting in accordance withthe provisions of Section 139 of Companies Act 2013 and Rules made thereunder and beingeligible offer themselves for re-appointment as statutory auditors of the Company fromthe conclusion of ensuing AGM until the conclusion of next AGM

The Company has obtained the written consent for their appointment from the Statutoryauditor and a certificate to the effect of their appointment if made shall be inaccordance with the provision of the Companies Act2013 and rule made thereunder andcertificate to the effect that auditor satisfies the criteria provided under Section 141of the Companies Act2013

SECRETERIAL AUDITOR

Pursuant to the provisions of the Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the companyhas appointed M/s.S.K.Balecha & Co.(Practicing Company Secretary) bearing CP No.11159to undertake the Secretarial Audit of the Company for the financial year 2014-15 andonward. Report on Secretarial Audit in Form MR-3 is annexed as ANNEXURE-V and forming partof this report.

QUALIFICATION RESERVATION AND ADVERSE REMARK

Auditors' Report on Annual Accounts & Secretarial Audit Report of the company areself explanatory and do not contain any reservation qualification & adverse remark ordisclaimer made by Statutory Auditor and Secretarial Auditor so no comment or explanationis required by Board

INTERNAL AUDITOR

Pursuant to the provisions of the Section 138 of the Companies Act 2013 read with theCompanies (Accounts) Rule 2014 the company has appointed M/s.Rajesh Umashankar & Co(Chartered Accountants) as an Internal Auditor of the Company

INDUSTRIAL RELATIONS

During the period the relations with all employees of the company were cordial andcongenial atmosphere prevailed .your directors appreciate for the devoted servicesrendered by the employees of the Company.

CODE OF CONDUCT

The company has formulated a code of Conduct for its Board of Directors and Members ofSenior management. Board Members and Members of Senior Management have affirmed compliancewith said code of conduct. A certificate thereon duly signed by Managing Director isannexed as ANNEXURE-VIII and forming part of this Report.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges a SeparateReport on Corporate governance Auditors' Certificate on compliances with the conditionsof Corporate Governance Declaration by Managing Director under

Clause 49(N)(E) and Certification by Managing Director and CFO under clause 49(IX) ofthe Listing and Management Discussion and Analysis are annexed as ANNEXURE VI VII VIIIIX& IV respectively and forming part of this report.

ACKNOWLEDGEMENT

Your Directors wish to convey their thankful appreciation for the constant andenthusiastic support of the Company's Customers Shareholders Suppliers Bankers and theState & Central Governments without which the Company would not have been able toaccomplish whatever it has actually attained.

Your Directors also take this opportunity to express their appreciation of the earnestefforts put in by the employees at all levels in achieving the corporate objectives.

By order of the Board of Directors ANS Industries Limited

Sd/- Sd/-
(Mehinder Sharma) (S.R. Sahore)
Place: New Delhi Managing Director Director
Date: 24th August 2015 DIN:00036252 DIN:00036146

ANNEXURE -I Form No. MGT-9 EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 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:

CIN L15130HR1994PLC032362
ii. Registration Date 03-08-1994
iii. Name of the Company ANS Industries Limited
iv. Category/sub-category of the Company Public Company/Limited by Shares
v. Address of the Registered office and contact details 136 KM VILL & P.O. Shamgarh Karnal Haryana-132016 E-mail ID- ansagro.limited@gmail.com Phone: 01745-244226
vi. Whether listed Company Yes
vii. Name Address and contact details of the Registrar & Transfer Agent if any MAS Services Limited T-32 IInd Floor Okhla Industrial Area Phase-II New Delhi-110020 Tel No. +91-11-26387281/82/83 Email id: info@masserve.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Food Processing 103 &107 100%

III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES: Not Applicable

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(i) Category-wise Share Holding

Category of Shareholders

No. of Share held at the beginning of the year

No. of Share held at the end of the year

% change during the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
1. Indian
Individuals/ Hindu Undivided Family 4797390 20010 4817400 52.048 4797390 20010 4817400 52.048 0%
Central Government/ State Government(s)
Bodies Corporate 87000 236400 323400 3.494 87000 236400 323400 3.494 0%
Financial Institutions/ Banks Any Others(Specify) Directors/Relatives
Sub Total(A)(1) 4884390 256410 5140800 55.542 4884390 256410 5140800 55.542
2. Foreign
Individuals (Non-Residents Individuals/ Bodies Corporate Institutions
Qualified Foreign Investor Any Others(Specify)
Sub Total(A)(2)
Total Shareholding of Promoter and Promoter Group (A)= A)(1)+(A)(2) 4884390 256410 5140800 55.542 4884390 256410 5140800 55.542
B. Public shareholding
1. Institutions
Mutual Funds/ UTI 50000 0 50000 0.54 50000 0 50000 0.54
Financial Institutions / Banks 119000 0 119000 1.286 118925 0 118925 1.285 0.001
Central Government/ State Government(s)
Venture Capital Funds
Insurance Companies
Foreign Institutional Investors
Foreign Venture Capital Investors

 

Category of Shareholders

No. of Share held at the beginning of the year

No. of Share held at the end of the year

% change during the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
Qualified Foreign Investor
Sub-Total (B)(1) 169000 0 169000 1.826 168925 0 168925 1.825 0.001
2. Non-institutions
Bodies Corporate 1300 6300 7600 0.082 4344 6300 10644 0.115 -0.033
Individuals
i. Individual shareholders holding nominal share capital up to Rs 1 lakh 92000 588500 680500 7.352 98031 579500 677531 7.320 0.032
ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 107300 2651100 2758400 29.802 107300 2651100 2758400 29.802 0.00
Qualified Foreign Investor
Clearing member
Non Resident Indian(NRI) 1000 498300 499300 5.395 1000 498300 499300 5.395 0.00
Sub-Total (B)(2) 201600 3744200 3945800 42.631 210675 3735200 3945875 42.632 0
Total Public Shareholding (B)= (B)(1)+(B)(2) 370600 3744200 4114800 44.457 379600 3735200 4114800 44.457 0
TOTAL (A)+(B) 5254990 4000610 9255600 100 5263990 3991610 9255600 100 0
C. Shares held by Custodians and against which Depository Receipts have been issued
Promoter and Promoter Group
Public
Sub-Total (C )
GRAND TOTAL(A+B+C) 5254990 4000610 9255600 100 5263990 3991610 9255600 100 0

(ii) Shareholding of Promoters

. Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change during the year

No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares
1 Poonam Sharma 48700 0.526 0 48700 0.526 0 0
2 Mehinder Sharma 4683680 50.604 0 4683680 50.604 0 0
3 Ashwani Kumar Sharma 50010 0.54 0 50010 0.54 0 0
4 Kuldeep Singh Mudgal 5010 0.054 0 0 0 0 0.054
5 Rama Sharma 2500 0.027 0 7510 0.081 0 0.054
6 Ajay Kumar Sharma 10000 0.108 0 17500 0.189 0 0.081
7 Suman Lata Gupta 2500 0.027 0 0 0 0 0.027
8 Dileep Sharma 2500 0.027 0 7500 0.081 0 0.054
9 Indu Gaur 5000 0.054 0 0 0 0 0.054
10 Shakun Mudgal 2500 0.027 0 0 0 0 0.027
11 Poonam Kapoor 2500 0.027 0 0 0 0 0.027
12 Ashima Singh Parmar 2500 0.027 0 2500 0.027 0 0
13 ANS Constructions Ltd. 87000 0.94 0 87000 0.94 0 0
14 Amar Nath Sharma Eng. Cont. Pvt. Ltd. 236400 2.554 0 236400 2.554 0 0
Total 5140800 55.542 0 5140800 55.542 0 0

(iii) Change in Promoters’ Shareholding: as given above.

(iv) Shareholding Pattern of Top ten Shareholders ( other than Directors Promoters andHolders of GDRs & ADRs):

Name of Top Ten shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Sonali Chawla
At the beginning of the year 800000 8.643
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 800000 8.643

 

Name of Top Ten shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
2. Dinesh Sharad
At the beginning of the year 459400 4.963
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 459400 4.963
3. Meenakshi Sharad
At the beginning of the year 377500 4.079
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 377500 4.079
4. Nari Lakhani
At the beginning of the year 354000 3.825
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 354000 3.825
5. Rajdulari Sharad
At the beginning of the year 270100 2.918
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 270100 2.918
6. Canara Bank
At the beginning of the year 118925 1.288
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 118925 1.288

 

Name of Top Ten shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
7. Dinesh Sharad
At the beginning of the year 90100 0.973
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 90100 0.973
8. Surender Singh Malhotra
At the beginning of the year 50000 0.540
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 50000 0.540
9. Aroon Gurnani
At the beginning of the year 50000 0.540
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 50000 0.540
10. Canara Robeco Mutual
At the beginning of the year 50000 0.540
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 50000 0.540

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Mehinder Sharma (MD)
At the beginning of the year 4683680 50.604
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 4683680 50.604
2. Mahesh Kumar Sharma (Director)
At the beginning of the year 74800 0.808
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 74800 0.808
3. S.R. Sahore (Director)
At the beginning of the year - -
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) - -
4. R.C. Sharma (Director)
At the beginning of the year - -
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) - -
5. Rameshchand Sharma( Director)
At the beginning of the year - -
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) - -

 

.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
6. Kamal Saib (Director)
At the beginning of the year 400 - 0.004
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) 400 0.004
7. Manoj Mishra (Company Secretary)
At the beginning of the year - -
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) - -
8. Subodh Kumar (CFO)
At the beginning of the year - -
Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 0 0 0 0
At the end of the year ( or on the date of separation if separated during the year) - -

V. INDEBTEDNESS: (In Rs.)

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year i) Principal amount ii) Interest due but not paid iii) Interest accrued but not due Nil Nil Nil
Total (i+ii+iii)
Change in Indebtedness during the financial year • Addition • Reduction Nil Nil Nil
Net change
Indebtedness at the end of financial year i) Principal amount ii) Interest due but not paid iii) Interest accrued but not due Nil Nil Nil
Total (i+ii+iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

No Remuneration is paid to Managing Director of the Company.

B. Remuneration to other directors:

No Remuneration is paid to other Directors of the Company.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Particulars of Remuneration

Key Managerial Personnel other than MD/WTD / Manager

CEO Company Secretary CFO Total
1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites u/s 17(2) of Income tax Act 1961 (c) Profits in lieu of salary u/s 17(3) Income -tax Act 1961 0 Rs. 5.40 4.56 Rs. 9.96
2. Stock Option 0 0 0 0
3. Sweat Equity 0 0 0 0
4. Commission - as % of profit - others specify 0 0 0 0
5. Others please specify 0 0 0 0
Total 0 Rs. 5.40 4.56 Rs. 9.96

 

By order of the Board of Directors ANS Industries Limited

Sd/- Sd/-
(Mehinder Sharma) (S.R. Sahore)
Place: New Delhi Managing Director Director
Date: 24th August 2015 DIN: 00036252 DIN: 00036146

Introduction:

In pursuance of the Company's policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel (KMP) andemployees of the Company to harmonize the aspirations of human resources consistent withthe goals of the Company and in terms of the provisions of the Companies Act 2013 and thelisting agreement as amended from time to time this policy on nomination and remunerationof Directors Key Managerial Personnel and Senior Management has been formulated by theCommittee and approved by the Board of Directors.

Objective and purpose of the Policy:

The objective and purpose of this policy are:

• To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

• To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies in the hotel industry.

• To carry out evaluation of the performance of Directors as well as KeyManagerial and Senior Management Personnel.

• To provide them reward linked directly to their effort performance dedicationand achievement relating to the Company's operations.

• To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage. In the context of theaforesaid criteria the following policy has been formulated by the Nomination andRemuneration Committee.

Constitution of the Nomination and Remuneration Committee:

The Board has changed the nomenclature of Remuneration Committee by renaming it asNomination and Remuneration Committee during the year. The Nomination & RemunerationCommittee as on 31/03/2015 comprises of Mr. S.R. SahoreMr. Mahesh Kumar Sharma & Mrs.Kamal Saib all of are Non-Executive Director and not less than half the directors areIndependent Directors and Mr. S.R.Sahore Chairs the Meeting. One meeting was held duringthe year.Mrs.Kamal Saib joins the committee as a member.

Chairman of this committee could be present at the Annual General Meeting of theCompany or may nominate some other member to answer the shareholders' queries.

The Board has the power to reconstitute the Committee consistent with the Company'spolicy and applicable statutory requirement.

Definitions:

• Board means Board of Directors of the Company.

• Directors mean Directors of the Company.

• Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.

• Company means ANS Industries Limited.

• Independent Director means a director referred to in Section 149 (6) of theCompanies Act 2013.

• Key Managerial Personnel (KMP) means-

(i) Executive Chairman and / or Managing Director/Whole-time Director;

(ii) Chief Financial Officer;

(iii) Company Secretary;

(iv) Such other officer as may be prescribed under the applicable statutory provisions/ regulations.

• This Policy covers the matters relating to (i) recommendation by the Committeeto the Board on different subjects (ii) the appointment and nomination of individual inthe Company and (iii) their remuneration including any perquisites.

Role of the Committee:

• Formulate the criteria for determining qualifications positive attributes andindependence of a director.

• Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.

• Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

• Formulate criteria for evaluation of Independent Directors and the Boardrecommend to the Board relating to remuneration of Directors & senior Managementincluding key managerial personnel carry out any other function as is mandated by theBoard or enforced by any statutory rules/regulation

Frequency of Meetings:

The meeting of the Committee shall be held at such regular intervals as may berequired.

Committee Members Interests:

A member of the Committee is not entitled to be present when his own remuneration ifany is discussed at a meeting or when his performance is being evaluated.

Secretary:

The Company Secretary of the Company shall act as Secretary of the Committee.

Voting:

Matters arising for determination at Committee shall be decided by a majority of votesof members present and be deemed a decision of the Committee. In the case of equality ofvotes the Chairman of the meeting will have a casting vote.

Committees Duties:

Its duties include:

i. Ensuring that there is an appropriate induction & training program in the placefor new Directors and senior members

ii. Ensuring that on appointment of the Board member Non-Executive IndependentDirectors level should maintain as per Companies Act & other Rules.

iii. Setting a formal and transparent procedure for selecting new Directors forappointment to the Board.

Remuneration Duties:

The duties of the Committee relating to remuneration matters include:

i. To consider & determine the policy based on the performance and also bearing inmind that the remuneration is reasonable and sufficient to attract retain and motivatemembers of the Board & other senior managerial personnel.

ii. To approve the remuneration of the senior management including key managerialpersonnel of the Company maintaining a balance and reflecting short & long termperformance objectives appropriate to the working of the Company.

iii. To consider or delegate its power to other as may be requested by the Board.

Minutes of the Committee Meeting:

Proceedings of all meeting must be entered in the Minutes Book & signed by theChairman of the Committee at the subsequent meeting. Minutes will be tabled at thesubsequent Board & this committee meeting.

By order of the Board of Directors ANS Industries Limited

Sd/- Sd/-
(Mehinder Sharma) (S.R. Sahore)
Place: New Delhi Managing Director Director
Date: 24th August 2015 DIN:00036252 DIN:00036146

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION ANDOTHER DETAILS REQUIRED AS PER THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Ratio of the remuneration of each Director to the median remuneration of the Employeesof the Company for the financial year 2014-15 the percentage increase in remuneration ofeach director Chief Financial Officer and Company Secretary during the financial year2014-15 & comparison of remuneration of each Key Managerial Personnel(KMP) with theperformance of the Company:

Your Company is not paying any remuneration to its directors including ManagingDirector for attending Board Meeting and Committee thereof. So ratio of the remunerationof each Director to the median remuneration of the employees is not applicable.

In the financial year 2014-15 no increment was made in the remuneration of CFO andCompany Secretary median remuneration of the employee.

There were 25 permanent employees on the rolls of company as on 31st March2015.

The explanation on the relationship between average increase in remuneration andcompany performance: not applicable as no increment was given during the year

Comparison of the remuneration of the KMP against the performance of the Company: Theremuneration of KMP are in line with the remuneration policy of the Company where theirremuneration is determined based on their performance which is correlated to theperformance of the Company. Further the remuneration of the KMP is as company industrystandard.

Price Earnings Ratio of Company was negative as at 31st March 2015 as theCompany reported Loss after tax and was 0.74 as at 31st March 2014. Theclosing share price of the Company at BSE Limited on 31.03.2015 being Rs.25.80 per Equityshare of face value of Rs.10/- each has increase 1.58 times since the last public issuemade at Rs.10/- each.

Average percentage increase made in the salaries of employees other than the managerialpersonnel in the last financial year is not applicable as no increment was given duringthe year 2014-15 and there is no managerial remuneration to its MD& Directors so itscomparison cannot be made available.

The Key parameters for any variable component of remuneration availed by the directors:Not Applicable

The ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year: Not applicable

It is hereby affirmed that the remuneration is as per the Remuneration Policy of theCompany.

By order of the Board of Directors ANS Industries Limited

Sd/- Sd/-
(Mehinder Sharma) (S.R. Sahore)
Place: New Delhi Managing Director Director
Date: 24th August 2015 DIN:00036252 DIN: 00036146

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