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Anand Projects Ltd.

BSE: 501630 Sector: Others
NSE: N.A. ISIN Code: INE134R01013
BSE 05:30 | 01 Jan Anand Projects Ltd
NSE 05:30 | 01 Jan Anand Projects Ltd

Anand Projects Ltd. (ANANDPROJ) - Director Report

Company director report

To

The Members

ANAND PROJECTS LIMITED

Your Directors have pleasure in presenting their 83rd Annual Report togetherwith Audited Statement of Accounts for the year ended March 31st 2018:

Particulars Current Year Previous Year
2017-2018 2016-2017
(Rs. in lacs) (Rs. in lacs)
Total Income 3484.26 10714.06
Total Expenses 2974.95 10012.80
Profit before Tax 509.31 701.26
Tax Expenses
For the current year 165.39 247.77
For the prior years - (3.23)
Deferred Tax 6.67 (5.03)
Total Tax Expenses 172.05 239.51
Profit after Tax 337.25 461.75
Other Comprehensive income for the year net 7.76 (5.35)
of tax
Total Comprehensive Income 345.02 456.40
Balance brought forward 8329.48 7873.08
Appropriations - -
Transfer to General Reserve - -
Balance carried to Balance Sheet 8674.50 8329.48

FINANCIAL PERFORMANCE

The total income of the company for the year under review is Rs. 3484.26/- Lakhs ascompared to Rs. 10714.06/- lakhs recorded in the previous year. Net Profit tax stood atRs. 337.25 Lakhs as compared to net profit of Rs. 461.75 Lakhs in the last year.

AMOUNT THE COMPANY PROPOSES TO CARRY TO ANY RESERVES

The Company proposes to transfer the following amounts to reserves:

Name of Reserve Amount Transferred
Nil NA

FUTURE OUTLOOK

As you are aware that the Company is carrying of business in the field of engineeringprojects execution and construction services for infrastructure projects. Your Directorsare pleased to inform you that the Company is in process of implementation of 1980 MWSuper Critical Thermal Power Project at Lalitpur Distt.-Jhansi in the State of UttarPradesh and received encouraging response and is successfully executing EngineeringProcurement and Construction (EPC) services in power sector at Distt.-Lalitpur (UttarPradesh). Your Company is highly optimistic to improve its order book substantially byprocuring further Contracts and Orders in the forthcoming years.

DIVIDEND

In order to conserve resources for operational purposes your Directors did notrecommend any dividend on the equity shares for the year under review.

LISTING OF SECURITIES

The Company's equity shares are listed on BSE Limited. The Annual Listing fees for theyear 2018-2019 have been paid by the Company to BSE Limited. All the stakeholders arefurther requested to have dematerialisation of equity shares held by them (if notdematerialized yet) at the earliest as per the criteria / parameters / norms /requirements of the Stock Exchange for trading of the shares.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits under theprovisions of Section 73 of the Companies Act 2013 and the rules made there under forthe time being in force.

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments affecting financial position of theCompany that have occurred between the balance sheet date and date of this report.

IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS

During the period under review there have been no significant and material orderspassed by any regulators or courts or tribunals impacting the going concern status andCompany's operation in future.

HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review the Company is not having any subsidiary Company holdingCompany & Associate Company.

CAPITAL/ FINANCE

As on March 31 2018 the issued subscribed and paid-up share capital of your Companystood at Rs.9342900/- comprising 934290 Equity shares of Rs.10/- each.

The Company has not availed any credit facilities / financial assistance from anyFinancial Institution(s) and/or Bank(s).

DIRECTORS AND KEY MANEGERIAL PERSONNEL

Retirement by rotation

In pursuance to the applicable provisions of the Companies Act 2013 read with (Articlesof Association of the Company) Mr. Alok Kumar Gupta (DIN: 06555961) Director retires atthe ensuing Annual General Meeting and being eligible offer himself for reappointment.The Board recommends his re-appointment.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return in theprescribed form MGT-9 is annexed as "Annexure-I".

DETAILS OF BOARD MEETINGS

The Board met 5 (Five) times during the financial year the detail of which are givenin the corporate governance report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013.

COMMITTEES OF BOARD

During the year under review the details of composition of the various Committees ofthe Board of Directors (including re-constitution) are as under:-

(1) Audit Committee (2) Nomination and Remuneration
(3) Stakeholders' Relationship Committee (4) Corporate Social Responsibility
(5) Vigil Mechanism Committee (6) Finance and Borrowing Committee

All the above mentioned committees consist maximum of independent directors. A detailednote on the composition of the Board and its committees is provided in the corporategovernance report section of this Annual Report.

POLICIES

During the year under review The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandated. The Company has adopted various policies andthese are reviewed periodically by the Board and updated based on need and new compliancerequirement.

A detailed note on the Policies of the Board is provided in the corporate governancereport section of this Annual Report.

DECLARATION FROM INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director(s) underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 159(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the relevant provisions ofthe Listing Regulations the Board has carried out an annual evaluation of its ownperformance and that of its Committees as well as performance of the Directorsindividually. Feedback was sought by way of a structured questionnaire covering variousaspects of the Board's functioning such as adequacy of the composition of the Board andits Committees Board culture execution and performance of specific duties obligationsand governance and the evaluation was carried out based on responses received from theDirectors.

A separate exercise was carried out by the Nomination and Remuneration Committee of theBoard to evaluate the performance of individual Directors. The performance evaluation ofthe Non-Independent Directors and the Board as a whole was carried out by the IndependentDirectors. The performance evaluation of the Chairman of the respective CommitteeMeeting(s) of the Company was also carried out by the Independent Directors taking intoaccount the views of the Executive Director and Non-Executive Directors. The Directorsexpressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has formulated a Familiarisation Programme for Independent Directors withan aim to familiarize the Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. to provide them with better understanding of thebusiness and operations of the Company and so as to enable them to contributesignificantly to the Company The Company shall conduct periodical meetings and makepresentations to familiarize Independent Directors with the strategy operations andfunctions of the Company.

The details of such familiarisation programme have been disclosed on the website of theCompany under the web link http://www.anandprojects.com/policies.php.

ANAND'S CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirement of SEBI (Prohibition of Insider Trading) Regulation 2015. The Insider TradingPolicy of the Company lays down guidelines and procedure to be followed and disclosure tobe made while dealing with the shares of the Company as well as the consequences ofviolation. The policy has been formulated to regulate monitor and ensure reporting ofdeals by employees and to maintain the highest ethical standards of dealing in Companysecurities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information are available on our website(http://www.anandprojects.com/policies.php)

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently

(c) and made judgments and estimates that are reasonable and prudent so as to give

(d) a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period;

(e) 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;

(f) the directors had prepared the annual accounts on a going concern basis; and

(g) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(h) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITOR AND AUDITOR'S REPORT

The members had at their 79th Annual General Meeting held on September 29 2014already approved the appointment of M/s R. S. Dani & Co. Chartered Accountants (FirmRegistration No. 000243C as Statutory Auditors of the Company for the next five (5)financial years i.e. 2014- 2015 2015-16 2016-17 2017-18 and 2018-19.

Pursuant to Rule 3(7) of the Companies (Audit and Auditors) Rules 2014 the aforesaidappointment needs to be ratified by the members at the forthcoming Annual General Meeting.Accordingly on recommendation of the Audit Committee the Board of Directors recommendsto the shareholders the ratification of appointment of M/s. R. S. Dani & Co.Chartered Accountants as the Statutory Auditors of the Company to hold office from theconclusion of this meeting until the conclusion of the Annual General Meeting to be heldfor the financial year 2018-19.

A certificate from M/s. R.S Dani & Co. Chartered Accountants that theirappointment is within the prescribed limits under Section 141 of the Companies Act 2013has been obtained.

The observations and comments given in the report of the Auditors read together withnotes to accounts are self-explanatory and hence do not call for any further informationand explanation or comments under Section 134(3)(f) of the Companies Act 2013. The reportdoes not contain any qualification reservation or adverse remark or disclaimer.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthereunder Mr. Amit Kansal Practicing Company Secretary (ICSI Certificate of Practice No.10283) 185A Express view Apartment Sector 93 Noida-201301 (U.P.) was reappointed asSecretarial Auditor of the Company to conduct the secretarial audit of the Company forthe fiscal year 2018.

The Secretarial Audit Report is annexed as "Annexure-II". The reportdoes not contain any qualification reservation or adverse remark or disclaimer.

The Board has further appointed Mr. Amit Kansal Practicing Company Secretary (ICSICertificate of Practice No. 10283) as Secretarial Auditor of the Company for the fiscalyear 2019.

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015the auditors' certificate on corporate governance is enclosed as "Annexure-III"to the Board Report. The auditors' certificate for fiscal 2018 does not contain anyqualification reservation or adverse remark.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements made with related parties referred to inSection 188(1) of the Companies Act 2013 (as applicable / required) in the prescribedForm AOC-2 is appended as "Annexure-IV" to the Board's Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 (as applicable / required) are given in the notes to theFinancial Statements.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. A policy in this regardhas been framed by the Company for effective formulation of Internal Financial Controls.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. From time to time some training program(s) that provide focused peopleattention are/would be called up. Your Company thrust is on the promotion of talentinternally through job rotation and job enlargement.

MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each director and/or KMPs to themedian employee's remuneration and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

S. No. Name of Director / KMP and Designation *Remunerati on of Director / KMP for F.Y. 2017-18 (in Rs.) % increase in Remunerati on in the F.Y. 2017-18 Ratio of remuneration of each Director/ to median remuneration of employees
1 Mr. Alok Kumar Gupta 4802600 NIL 2.48/1
(Whole-Time Director & CFO)
2 Mr. Surendra Kumar 2500000 NIL 1.29/1
Sharma
(Company Secretary)
3 Mr. Upendra Prasad NIL NIL Not Applicable
Non-Executive Director
4 Mr. Jeanette Luisa NIL NIL Not Applicable
Alphonso
Non-Executive Director
5 Mr. Omparkash NIL NIL Not Applicable
Verma
Non-Executive Director

*Annual CTC paid by the Company.

i) Median remuneration of employees of the Company during the financial year 2017-2018 was Rs. 1935463/-.

ii) Median remuneration of employees of the Company during the financial year 2016-2017 was Rs. 560983/-.

iii) There were 04 confirmed employees on the rolls of the Company as on 31st March2018.

iv) Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year is 10% and its comparison withthe percentile increase in the managerial remuneration is 10%.

v) It is hereby affirmed that the remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel and other Employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: Duringthe year under consideration none of the employees of the company was in receipt ofremuneration in excess of limits prescribed under clause 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence particulars asrequired under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not given.

CORORATE SOCIAL RESPONSIBILTY

As per the Companies Act 2013 all Companies having a net worth of Rs. 500 crore ormore or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more duringany financial year are required to constitute a CSR committee of the Board of Directorscomprising three or more directors at least one of whom should be an independentdirector. All such Companies are required to spend at least 2% of the average net profitof their three immediately preceding financial years on CSR-related activities.

The Company was required to spend Rs. 8807645/- (Rs 3851680/- for the financialyear 2016-17 & Rs. 4955965/- for the financial year 2015-16) towards its CSRobligation under the provisions of the Companies Act 2013. In this regard the company hasappointed Jan Kalyan Charitable Trust ("hereinafter referred as "JKCT") asthe implementing agency to carry out various activities specified in Schedule VII of the

Companies Act 2013 on behalf of the Company. Additional disclosures as required underthe aforesaid provisions are given inAnnexure-V .

Reasons for not spending the amount prescribed in the CSR Expenditure are as below:

The total CSR Budget allocated for the FY 2015-16 and FY 2016-17 was Rs. 8807645/-(Rs 3851680/- for the financial year 2016-17 & Rs. 4955965/- for the financialyear 2015-16) against which the Company could not spend any amount due to the below listedreasons:-

1) Since the Company is in the final stage of completion of its contracts undertakenfor the project(s) of its customer(s).

2) To facilitate timely completion of the contracts funds has been utilized forpayments materials to vendors suppliers contractors and/or other entities.

3) On the other hand the payments from the customers are awaited. Consequently theCompany is facing a temporary paucity of funds owing to which the Company could notfulfill its CSR obligation during the Financial Year.

4) The Company however will be making necessary arrangements for the funds to meet itspending CSR spending obligation at the earliest and comply with the applicable CSRobligation for Financial Year under review in full.

REPORT ON CORPORATE GOVERNANCE

The Company recognizes and embraces the importance of Corporate Governance. CorporateGovernance is about maximizing shareholder's value legally ethically and sustainably.Anand believe sound corporate governance is critical to enhance and retain investor trust.

Our disclosure seeks to attain the best practices in efficient corporate governance.Our Corporate Governance report for the fiscal year 2018 forms part of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the CompanyDisclosure of particulars with respect to conservation of energy technology absorptionand foreign exchange earnings and outgo as required under Section 134(3)(m) of CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 respectively arenot applicable to the Company.

During the year under review there was no foreign exchange earnings and outgo.

AMENDMENT IN THE COMPANIES ACT 2013 BY THE ENFORCEMENT OF THE CERTAIN PROVISIONS OFTHE COMPANIES (AMNEDMENT) ACT 2017

Your Director informed the Shareholders that The Companies (Amendment) Act 2017 whichwas passed by the Lok Sabha on July 27 2017 and by the Rajya Sabha on December 19 2017has received the assent of the President of India on January 3 2018 and subsequentlypublished in the Gazette of India.

For and on behalf of the Board of Directors of

ANAND PROJECTS LIMITED

Sd/- Sd/-
Alok Kumar Gupta Jeanette Luisa Alphonso
(Whole-time Director & CFO) (Director)
(DIN: 06555961) (DIN: 07145918)

Place: Noida

Dated: May 30th2018