Your Directors have pleasure in presenting their Twelfth Annual Report on the businessand operations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2017.
During the year under review performance of your Company as under:
|Particulars ||Year Ended 31st March 2017 ||Year Ended 31st March 2016 |
|Turnover ||219182849 ||268661802 |
|Profit/(Loss) before taxation ||427566 ||1448429 |
|Less: Tax Expense ||1321-18 ||(67544) |
|Profit/(Loss) after tax ||295448 ||1515974 |
|Add: Balance B/F from the previous year ||21869618 ||20353644 |
|Balance Profit / (Loss) C/F to the next year ||22165066 ||21869618 |
Note: The above mentioned figures in Financial Highlight is based on the Report ofStandalone Balance Sheet and the consolidated figures are being mentioned in the Report ofConsolidated Balance Sheet.
Listing of Equity Shares on BSE Mainboard Platform
The Directors are pleased to inform that the Company has got its Equity Shares on BSESME Platform on December 12 2014 and got its shares migrated from BSE-SME Platform to theMain Board of BSE Limited on May 15 2017.
Review of Operations
During the year under review the Company has recorded a turnover of Rs. 219182849/'-as compared to Rs. 268661802/- in the previous year. The Company has recorded a netprofit of Rs. 295448/- as compared to Rs. 1515974/- in the previous year.
The Company has 214148880 Equity Share Capital for the Financial Year ended 31stMarch 2017. The Company has not increased its Capital throughout the year.
In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for its activities and therefore do not propose any dividend forthe Financial Year ended March 312017.
Transfer to Reserves
The Company proposes to transfer a sum of Rs. 295448/- to Reserve and 5urpLus for theFinancial Year ended 31st March 2017.
Number of meeting of Board of Directors
During the Financial Year 2016-17 sixteen meetings of the Board of Directors and onemeeting of Independent Directors' were held. The Provisions of Companies Act 2013 andListing Obligations and Disclosure Requirements (LODR) were adhered to while consideringthe time gap between meetings. The date on which the Board Meeting were held is givenbelow :
|20.04.2016 ||18.08.2016 ||09.01.2017 ||04.03.2017 |
|27.05.2016 ||13.10.2016 ||02.02.2017 ||06.03.2017 |
|15.06.2016 ||02.11.2016 ||14.02.2017 ||14.03.2017 |
|21.07.2016 ||16.12.2016 ||27.02.2017 ||22.03.2017 |
The composition and terms of reference of the Audit Committee are in accordance with 'the requirements mandated under Section 177 of. the Companies Act 2013 read with therules made thereunder and Regulation 18 of SEBI (LODR) Regulations 2015 has beenfurnished in the Corporate Governance Report forming a part of this Annual Report. Therehas been no instance where the Board has not accepted the recommendations of the AuditCommittee.
Nomination & Remuneration committee
The composition and terms of reference of the Nomination & Remuneration Committeeare in accordance with the requirements mandated under Section 178 (1) of the CompaniesAct 2013 read with the rules made thereunder and Regulation 19 of SEBI (LODR)Regulations 2015 has been furnished in the Corporate Governance Report forming a part ofthis Annual Report.
Stakeholders Relationship Committee
The composition and terms of reference of the Share Transfer cum StakeholdersRelationship Committee are in accordance with the requirements mandated under Section 178(5) of the Companies Act 2013 read with the rules made thereunder and Regulation 20 ofSEBI (LODR) Regulations 2015 has been furnished in the Corporate Governance Reportforming a part of this Annual Report.
State of the Company's Affairs
The Company is engaged in the business of Civil a Construction Works. There has been nochange in the business of the Company during the financial year ended 31st March 2017.
Change in the nature of Business if any
There was no change in the nature of business of the Company during the financial yearended 31st March 2017.
Material Changes and Commitments affecting financial position of the Company occurringafter Balance Sheet date
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year ended 31st March 2017 and date of thereport (23.08.2017).
Extract of Annual Return
The extract of the Annual Return in accordance with Section 134(3) of the CompaniesAct 2013 in Form No. MGT-9 for the financial year ended March 31 2017 is annexed heretoas Annexure - II and forms part of Director Report.
Loans. Guarantees and Investments
During the Financial year the Company has made Loan Guarantees Advances &Investment within the limits as prescribed under Section 186 of the Companies Act 2013.
Particulars of Contracts or Arrangements with Related Parties :
The Company has not entered into any contracts or arrangements with related partyduring the financial year 31st March 2017. The particulars of contracts or arrangementswith related parties referred to in Section 188(1) of the Companies Act 2013 for theFinancial Year 2016-17 in the prescribed format AOC-2 has been enclosed as Annexure- III and forms part of this report.
The policy on the materiality of related party transactions as approved by the Boardmay be accessed on the Company's website: www.anubhavinfrastructure.com.
Conservation of Energy and Technology Absorption and Foreign Exchange Earnings andOutgo:
Particulars of Conservation of energy technology absorption and foreign exchange andoutgo as required under Section 134 (3) (m) of the Companies Act 2013 read with Companies(Accounts) Rules 2014 are not applicable to the Company. The disclosures are annexed as Annexure-IVand forms part of this Annual Report.
Details of Directors and Key Managerial Personnel
During the period the Board of the Company was reconstituted for the purpose of bettergrowth and expansion and diversification of the business of the Company.
a) Appointment of Independent Director
The Board of Directors of the Company appointed Smt. Rima Chandra (Din: 07537182) asan Additional Non-Executive Independent Director of the Company w.e.f 15th June 2016 andat the Annual General Meeting held on September 27 2016 the members .of the Companychange the designation of Smt. Rima Chandra (Din: 07537182) as a Non-Executive IndependentDirector under the Companies Act for a term of upto 31st March 2021.
During the year under review it has been observed that Shri Dinesh Agarwal has beenre-appointed as Managing Director of the Company w.e.f October 05 2016 to October 042021 and Shri Prasenjit Basak has been re-appointed as Whole-time Director of the Companyw.e.f November 12 2016 to November 11 2021.
b) Cessation in Directorship During the Year
Smt. Devangna Tiwari (Din: 07537182) has resigned from the Board w.e.f June 15 2016.
c) Statement on declaration given bv independent Directors under sub- Section (6) ofSection 149
Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of interdependence as prescribed both underSection 149 (6) of the Companies Act 2013 read with rules made thereunder and Regulation16 (1) (b) od SEBI (Listing Obligations fit Disclosure Requirements) Regulations 2015.
d) Retirement by Rotation
During the financial year 2016-17 the Company has three Non-Executive IndependentDirectors and one Managing Director and one Whole-time Director. According to CompaniesAct 2013 Independent Director is not liable to retire by rotation and the Articles ofAssociation does not permit Managing Director to retire by rotation.
In accordance with the provisions of Articles of Association of the Company ShriPrasenjit Basak Whole-time Director of the Company is liable to retire by rotation andbeing eligible offer himself for re-appointment. The Board recommends his appointmentwith a view to avail her valuable advises and wise counsel.
A brief profile of the Director seeking appointment/re-appointment required underRegulation 36 (3) of the SEBI (Listing Obligations Et Disclosure Requirements)Regulations 2015 is given in the Notice of AGM forming part of the Annual Report.
None of the Directors of the Gompany are disqualified for being appointed as Directorsas specified in Section 164 (2) of the Companies Act 2013 and Rule 14 (1) of theCompanies (Appointment & Qualification of Directors) Rules 2014.
e) Key Managerial Personnel:
The Board of Directors of the Company had appointed Smt. Neha Kedia as CompanySecretary/ Compliance Officer of the Company with effect from 26th February 2016.
Smt. Bijeyata Agarwal has been appointed as Chief Financial Officer of the Companyw.e.f February 14 2017.
Formal Annual Evaluation :
One of the vital function of the Board is monitoring and reviewing the Board evaluationframework formulated by the Nomination and Remuneration Committee that lay down theevaluation criteria for the performance of all the individual Directors Board and itsCommittees was carried out. In accordance with the provisions of Companies Act 2013 readwith the rules made thereunder and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
A separate exercise was carried out to evaluate the performance of individualsDirectors including the chairman of the Board on parameters such as level of engagementand contribution Independence of judgment safeguarding the interest of the Company andits minority shareholders etc. The performance of the evaluation of the Non IndependenceDirectors and Boards as a whole also carried out by the Independent Directors.
Management Discussion and Analysis Report:
A separate report on Management Discussion and Analysis is annexed as part of AnnualReport along with the Auditors Certificate in compliance with SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.
Subsidiaries. JVs or Associate Companies :
The Company does not have any Joint Ventures or. Associate Companies but it only hasSubsidiaries Companies. Pursuant to the provisions of Section 129 (3) of the CompaniesAct 2013 read with the rules made thereunder a statement.containing the salient featuresof the financial statements of our Subsidiaries in the Form (AOC-1) Annexure - VIIis annexed and forms part of this Annual Report.
The statement provides the details of performance and financial position of each of theSubsidiaries. Your Company does not have any Material Subsidiary as defined underRegulation 16 (1) (c) of SEBI (LODR) Regulations 2015.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements of our Company and otherdocuments thereto are available on our website www.anubhavinfrastructure.com.
Particulars of Employees and Related Disclosures
Disclosures pertaining to remuneration and other details under Section 197(12) of theact read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended are annexed as Annexure-V. However as perthe provisions of Section 136 of the Companies Act .2013 the reports and accounts arebeing sent to the Members and others entitled thereto excluding the disclosure onparticulars of employees which is available for inspection by the Members at theRegistered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting.
Directors Responsibility Statement
The Directors' Responsibility Statement under Section 134 (5) referred to in clause (c)of sub-Section (3) shall state that-
a) Accounting Standard: In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures.
b) Accounting Policies: The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.
c) Proper Efficient and Care: The Directors had taken proper and sufficient care forthe maintenance 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;
d) Going Concern Basis: The Directors had prepared the annual accounts on a goingconcern basis.
e) Compliance with all laws: The Directors had devised proper system to ensurecompliance with the provision of all applicable laws and that such systems were adequateand operating effectively.
f) Internal Financial Controls: The Directors had laid down internal financial controlto be followed by the Company and that such internal financial control are adequate andoperating effectively.
Board's Comment on the Auditor's Report:
The observations of the Statutory Auditors when read together with the relevant notesto the accounts and accounting policies are self-explanatory.
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 tradeoff. 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. This policy is also available on the Company's websitewww.anubhavinfrastructure.com.
Internal Financial Control Systems :
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control system and suggests improvements to strengthen thesame. In the Opinion of the
Board the existing internal control framework is adequate and commensurate to the sizeand nature of the business of the Company during the year such controls were tested andno reportable material weaknesses in the design or operation were observed.
Whistle Blower Policy/ Vigil Mechanism :
The Company has formulated vigilance Mechanism ./Whistle Blower Policy as per theprovisions of the Companies Act 2013 and Regulation 27 of SEBI (LODR) Regulations 2015to provide a mechanism for employees of the Company to approach the vigilanceofficer/Chairman of the Audit Committee of the Company safeguards against victimization ofpersons who use such mechanism. The vigilance officer places the report/ status ofcomplaints received and resolved if any to the members of Aydit Committee. Further theaggrieved person can have directed access to the chairman of Audit Committee. The policyis readily available on Company's website www.anubhavinfrastructure.cpm.
Corporate Governance :
A report on Corporate Governance pursuant to the provisions of Regulation 34 read withpoint C 8t E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 a separate Report on Corporate Governance for the Financial Year endedMarch 31 2017 along with the Auditors Certificate from the Practicing Company Secretarieson its compliance are annexed to this Annual Report
Consolidated Financial Statements:
Your. Company has prepared Consolidated Financial Statement in accordance withAccounting Standard 21 - "Consolidated Financial Statements" prescribed underSection 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules2014. The Consolidated Financial Statements reflect the financial position of the Companyand those of its subsidiaries. As required by Regulation 34 of the SEBI (ListingObligations t Disclosure Requirements) Regulations 2015 the Audited ConsolidatedFinancial Statement together with the Independent Auditor's Report thereon are annexed andform part of this Annual Report; The Financial Statements of each of the Subsidiaries hasbeen duly approved by the respective Board of Directors of the Subsidiaries.
The CEO/CFO Certificate on the financial statements of the Company as required underRegulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 forms part of this
Transfer of Amounts to Investor Education and Protection Fund:
The Company did not have any funds lying unpaid or unclaimed. Therefore there was nofunds which were required to be transferred to Investor Education And Provident fund(IEPF).
a) Statutory Auditors:
Statutory Auditors : The Company Auditor M/s. Ghoshal & Co. Chartered Accountantshas expressed their unwillingness for re-appointment as Statutory Auditors of the Company.Pursuant to the provisions of Section 139 ft 142 and other applicable provisions; if anyof the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 thereunder M/s. Gupta Agarwal & Associates Chartered Accountants are proposed to beappointed as Statutory Auditors of the Company at the 12th Annual General Meeting (AGM) tobe held on 22nd September 2017 to hold office from the conclusion of this Annual GeneralMeeting till the conclusion of the 17th Annual General Meeting subject to theratification by the Members at every Annual General Meeting at a remuneration to bedecided by the Board of Directors in consultation with the Auditors plus applicableservice tax and reimbursement of travelling and out of pocket expenses by them for thepurpose of audit.
In this regard M/s. Gupta Agarwal & Associates Chartered Accountant havesubmitted their written consent that they are eligible and qualified to be appointed asStatutory Auditors of the Company in terms of Section 139 of the Companies Act 2013 andalso satisfy the criteria provided in Section 141 of the Companies Act 2013.
b) Internal Auditors :
Pursuant to Section 138 of the Companies Act 2013 the Company had re-appointed M/s.Jain Prasad & Co. as the Internal Auditor of the Company to carry out the internalauditor of the functions and activities of the Company.
c) Secretarial Auditor:
Pursuant to Section 204 of the Companies Act> 2013 of the Company has appointed ShriVinay Lakhani (C.P No. 14847) Practicing Company Secretaries to conduct the secretarialaudit of the Company for the financial year 2016-17. The Company had provided allassistance and facilities to the Secretarial Auditor for conducting their audit. Thereport of the Secretarial Auditor for the financial year 2016-17 is annexed to this reportAnnexure- / (MR-3). There are no qualifications or adverse remarks in theirReport.
The Company has not accepted any deposits under Section 73 of the Companies Act 2013and the Companies (Acceptance of Deposits) Rules 2014 during the Financial Year 2016-17.
Corporate Social Responsibility:
In pursuance of the provisions of Section 135 of the companies Act 2013 the CSRprovisions were not applicable to the Company.
Code of Conduct:
The Board of Directors has approved a code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day operations of theCompany in accordance with the applicable Accounting Standards. The code laid down by theBoard is known as "Code of Conduct" the code has been posted on the Company'swebsite www.anubhavinfrastructure.com.
Prevention of Insider Trading :
The Company has adopted a Code of Conduct for prevention of Insider Trading with a viewto regulate trading in Securities by the Directors and designated employees of theCompany. The Code requires pre- clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading window is closed. The Board isresponsible for implementation of the code.
All Board Directors and the designated employees have confirmed compliance with thecode.
Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act. 2013 :
The Company has formulated a policy for the prevention of sexual harassment within theCompany. It ensures prevention and deterrence of acts of sexual harassment andcommunicates procedures for their resolution and settlement. Internal Complaint Committeehave been constituted in accordance with the requirements under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 which ensuresimplementation and compliance with the Law as well as the policy at every unit. There wereno cases/ complaints reported in this regard during the year 2016-17. A copy of the Policyagainst sexual harassment is posted on the Company's Website www. an u bhavi nf rastructure .com .
Nomination and Remuneration Policy of the Company :
The Nomination & Remuneration Policy has been formulated pursuant to the provisionsof Section 178 and other applicable provisions of the Companies Act 2013 and rulesthereto stating therein the Company's policy on Directors payment of managerialremuneration Directors qualifications positive attributes independence of Directors bythe Nomination & Remuneration Committee which was revised arid reviewed by the Boardof Directors at its meeting held on February 14 2017. The said policy is furnished as Annexure-VIAnd forms part of this report.
The Company believes in best HR practices by providing its employees a world classworking environment giving them equal opportunities to rise and grow. We continue toimplement the best of HR policies so as to ensure that talent retention is ensured at alllevels. Employee relations continued to be cordial and harmonious at all levels and in alldivisions of the Company during the year. Presently your Company does not have anyemployee falling within the scope of Section 217 (2A) of the Companies Act 1956 read withcompanies (particulars of the Employees) rules 1975.
Health. Safety and Environmental Protection :
Your Company has complied with all applicable laws. The Company has been complying withrelevant laws and has been taking all necessary measures to protect the environment andmaximize worker protection and safely.
Details of Significant and Material Orders passed by the Regulators Courts andTribunals impacting the going concern status and Company's operation in future :
There are no significant and material order has been passed by the regulators courtstribunals impacting the going concern status and Company's operation in future.
The Company has been very well supported from all quarters and therefore your Directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company.
Your Directors wish to thank the banks financial institutions shareholders andbusiness associates for their continued support and cooperation.
We look forward to receiving the continued patronage from all quarters to become abetter and stronger Company.
| || ||By Order of the Board |
| || ||For Anubhav Infrastructure Limited |
|Place: Howrah ||Dinesh Agarwal ||Prasenjit Basak |
|Date : August 23 2017 ||Managing Director ||Whole-time Director |
| ||(Din: 00499238) ||(Din: 06740802) |