Anubhav Infrastructure Ltd.
|BSE: 538833||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE891N01017|
|BSE 09:51 | 06 Dec||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Anubhav Infrastructure Ltd. (ANUBHAVINFRAST) - Director Report
Company director report
Your Directors have pleasure in presenting their Eleventh Annual Report on the businessand operations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2016.
During the year under review performance of your Company as under:
(Amount in Rupees)
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 SME Platform
Your Directors are pleased to inform that the Company has got its Equity Shares listedon SME Platform of BSE Limited on 12th December 2014.
Review of Operations
During the year under review the Company has recorded a turnover of Rs. 268661802/-as compared to Rs. 1040017301/- in the previous year. The Company has recorded a netprofit of Rs. 1448429/- as compared to Rs. 8846700/- in the previous year.
The Company has 214148880 Equity Share Capital for the Financial Year ended 31stMarch 2016. 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 31 2016.
Transfer to Reserves
The Company proposes to transfer a sum of Rs. 1515974/- to Reserve and Surplus forthe Financial Year ended 31st March 2016.
Number of meeting of Board of Directors
During the Financial Year 2015-16 ten meetings of the Board of Directors and onemeeting of Independent Directors were held. The details of which are given inCorporate Governance Report. The Provisions of Companies Act 2013 and Listing Agreementwere adhered to while considering the time gap between meetings.
The composition and terms of reference of the Audit Committee are in accordance withthe requirements mandated under Section 177 of the Companies Act 2013 read with the rulesmade thereunder and Regulation 18 of SEBI (LODR) Regulations 2015 has been furnished inthe Corporate Governance Report forming a part of this Annual Report. There has been noinstance where the Board has not accepted the recommendations of the Audit Committee.
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 Companys 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 2016.
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 2016.
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 2016 and date of thereport (18.08.2016).
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 2016 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 8t Investmentwithin 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 2016. The particulars of contracts or arrangementswith related parties referred to in Section 188(1) of the Companies Act 2013 for theFinancial Year 2015-16 in the prescribed format AOC-2 has been enclosed as Annexure - HIand forms part of this report.
The policy on the materiality of related party transactions as approved by the Boardmay be accessed on the Companys website:
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 asAnnexure-IV and 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 Directors
The Company appointed Mrs. Rima Chandra (Din: 07537182) as an Additional Non-ExecutiveIndependent Director of the Company w.e.f 15th June 2016.
b) Cessation In Directorship During The Year:
During the year under review that Mrs. Devangna Tiwari Non- Executive IndependentDirector has resigned from the Board of the Company w.e.f 15th June 2016.
c) Statement on declaration given by Independent Directors under sub- Section (61 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 6t Disclosure Requirements) Regulations 2015.
d) Retirement by Rotation:
Mr. Prasenjit Basak Whole-time Director of the Company retires under Section 152 ofthe Companies Act 2013 at the ensuing Annual General Meeting and being eligible offerthemselves for reappointment.
e) Key Managerial Personnel:
The Board of Directors of the Company had appointed Ms. Neha Kedia as CompanySecretary/ Compliance Officer of the Company with effect from 26th February 2016 as Ms.Swati Kedia had resigned from the post of compliance officer / Company Secretary witheffect from 26th February 2016.
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 St Disclosure Requirements)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 Annalvsis Report:
A separate report on Management Discussion and Annalysis 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 - VII isannexed 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 and other documents theretoare 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 per theprovisions of Section 136 of the Companies Act 2013 the reports and accounts are beingsent to the Members and others entitled thereto excluding the disclosure on particularsof employees which is available for inspection by the Members at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting.
Directors Responsibility Statement:
The Directors Responsibility Statement under Section 134 (5) referred to inclause (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.
Boards 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 Companyswebsite www.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 andcommensurate to the size and nature of the business of the Company during the year suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved.
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 SEB1 (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 Audit Committee. Further theaggrieved person can have directed access to the chairman of Audit Committee. The policyis readily available on Companys website
A report on Corporate Governance pursuant to the provisions of Regulation 34 read withpoint C & E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 a separate Report on Corporate Governance for the Financial Year endedMarch 31 2016 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 & Disclosure Requirements) Regulations 2015 the Audited ConsolidatedFinancial Statement together with the Independent Auditors Report thereon areannexed and form part of this Annual Report. The Financial Statements of each of theSubsidiaries has been duly approved by the respective Board of Directors of theSubsidiaries.
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 Annual Report.
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:
M/s. GHOSHAL & Co. Chartered Accountants (Registration No: 304154E) who are theStatutory Auditor of the Company hold office until the conclusion of the ensuring AnnualGeneral Meeting. It is proposed to re- appoint them to examine and audit the accounts ofthe Company for one year to hold office from the conclusion of this AGM till theconclusion of the 12th AGM of the Company to be held in the year 2017 subject toratification of their appointment at every AGM. M/s. GHOSHAL & Co has under Section139(1) of the Companies Act 2013 and the rules framed thereunder furnished a certificateof their eligibility and consent for re- appointment.
The Auditors Report is clean and there are no qualifications in their report.
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 had re-appointed Ms.Neha Jain (C.P No. 10825) Practicing Company Secretaries to conduct the secretarial auditof the Company for the financial year 2015-16. The Company had provided all assistance andfacilities to the Secretarial Auditor for conducting their audit. The report of theSecretarial Auditor for the financial year 2015-16 is annexed to this report Annexure-/(MR-3) There are no qualifications or adverse remarks in their Report.
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 2015-16.
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 theCompanys Website 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 Companys 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 2015-16. A copy of the Policyagainst sexual harassment is posted on the Companys Website
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 Companys policy on Directors payment of managerialremuneration Directors qualifications positive attributes independence of Directors bythe Nomination & Remuneration Committee which was revised and reviewed by the Board ofDirectors at its meeting held on March 21 2016. The said policy is furnished asAnnexure-Vl And 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 readWith companies (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 bv the Regulators Courts andTribunals impacting the eoing 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.