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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 84th Annual Report togetherwith Audited Statement of Accounts for the year ended March 31st 2019:

Particulars Current Year Previous Year
2018-2019 2017-2018
(र in lacs) (र in lacs)
Total Income 1093.53 3484.26
Total Expenses 362.69 2974.95
Profit before Tax 730.84 509.31
Tax Expenses
For the current year 205.54 165.39
For the prior years - -
Deferred Tax -2.15 6.67
Total Tax Expenses 203.39 172.06
Profit after Tax 527.45 337.25
Other Comprehensive income for the year net of tax -1.52 7.76
Total Comprehensive Income 525.93 345.02
Balance brought forward 8674.50 8329.48
Appropriations - -
Transfer to General Reserve - -
Balance carried to Balance Sheet 9200.42 8674.50

FINANCIAL PERFORMANCE

The total income of the company for the year under review is Rs. 1093.53/- Lakhs ascompared to Rs. 3484.26/- lakhs recorded in the previous year. Net Profit tax stood atRs. 527.45/- Lakhs as compared to net profit of Rs. 337.25/- 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 has successfully implemented 1980 MW SuperCritical Thermal Power Project at Lalitpur Distt.-Jhansi in the State of Uttar Pradeshand received encouraging response and is successfully executing Engineering Procurementand Construction (EPC) services in power sector at Distt.-Lalitpur (Uttar Pradesh). Nowyour company has vast experience for EPC works and your Company is highly optimistic toimprove its order book substantially by procuring further Contracts and Orders in theforthcoming 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.

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 2019 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). The Company is debt free Company.

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.

Re-appointment of Whole Time Director (WTD)

The Board on the recommendation of Nomination and Remuneration Committee reappointedMr. Alok Kumar Gupta (DIN: 06555961) as Whole Time Director of the Company for furtherperiod of 3 (Three) years i.e. From April 30th 2019 to April 29th2022.

LISTING OF SECURITIES

The Company's equity shares are listed on BSE Limited. The Annual Listing fees for theyear 2019-2020 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 for trading of shares only after meeting the criteria/ parameters / norms / requirements of the Stock Exchange for trading of the shares.

EXTRACT OF ANNUAL RETURN

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

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulations 34 of the SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the management discussion and analysis is setout in this report.

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

The Company has adopted the following policies and codes in terms of requirements ofCompanies Act 2013 and relevant updated SEBI regulations and these are reviewedperiodically by the Board and updated based on need and new compliance requirement asapplicable upon the Company from time to time:-

1. Corporate Social Responsibility (CSR) Policy 2. Policy to Determine Material Subsidiary
3. Risk Management Policy & Procedure 4. Related Party Transaction Policy (Policy & Standards Operating Process)
5. Vigil Mechanism / Whistle Blower Policy 6. Code of practices & procedures for fair disclosure of unpublished price sensitivity information
7. Code of Conduct for Regulating Monitoring & Reporting of Trading by Insiders 8. Board Performance Evaluation Policy (Policy & Standards Operating Process)
9. Nomination & Remuneration Policy 10. Criteria for Determining Qualifications Positive Attributes & Independence of a Director
11. Familiarization programme for Independent Directors 12. Policy on Archiving & Preservations of Documents
13. Policy for Determination of Materiality of Events or Information for Disclosure to the Stock Exchange 14. Policy & Procedures on Internal Financial Controls
15. Dividend Distribution Policy 16. Code of conduct for the Directors and Senior Management
17. Code of Conducts for Independent Directors 18. Succession Plan for the Board and Senior Management

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.

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

M/s. R.S Dani & Co. Chartered Accountants (ICAI Firm Registration Number 000243C)who are the statutory auditors of the Company hold office until the conclusion of theensuing AGM and are eligible for re-appointment.

Pursuant to provisions of Section 139 of the Companies Act 2013 and rules framedthereunder it is proposed to re-appoint M/s. R.S Dani & Co. as statutory auditors ofthe Company for a further period of 5 (Five Year) i.e. from the conclusion of the ensuingAGM till the conclusion of the 89th AGM to be held in the year 2024.

Ministry of Corporate Affairs vide its notification dated May 07th 2018omitted the requirement to ratify the appointment of Statutory Auditors of the Company inevery annual general meeting.

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 2019.

The Secretarial Audit Report is annexed as Annexure-II . The report does not containany 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 2020.

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 BoardReport. The auditors certificate for fiscal 2019 does not contain any qualificationreservation 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 important assets.

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 the medianemployee 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 Remuneration of Director / KMP for F.Y. 2018-19 (in Rs.) % increase in Remuneration in the F.Y. 2018-19 Ratio of remuneration of each Director/ to median remuneration of employees
1 Mr. Alok Kumar Gupta (Whole-Time Director & CFO) 4385770 3.11% 1.73/1
2 Mr. Surendra Kumar Sharma (Company Secretary) 3578488 71.24% 1.42/1
3 Mr. Upendra Prasad Non-Executive Director NIL NIL Not Applicable
4 Mr. Jeanette Luisa Alphonso Non-Executive Director NIL NIL Not Applicable
5 Mr. Omparkash Verma Non-Executive Director NIL NIL Not Applicable

i) Median remuneration of employees of the Company during the financial year 2018- 2019was Rs. 2527993/-.

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

iii) There were 04 confirmed employees on the rolls of the Company as on 31st March2019.

iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and there is no exceptional circumstance forincrease in the managerial remuneration.

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

B) Details of every employee of the Company as required pursuant to rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014: During theyear 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.

CORPORATE 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. 11545038/- towards its CSR obligation underthe provisions of the Companies Act 2013 as per the following details:-

S. No Financial Year Total amount to be spent Amount unspent if any
(र) (र)
1. 2016-2017 4955965/- 4955965/-
2. 2017-2018 3851680/- 3851680/-
3. 2018-2019 2737393/- 2737393/-
TOTAL 11545038/- 11545038/-

In this regard the company has appointed Jan Kalyan Charitable Trust (hereinafterreferred as JKCT) as the implementing agency to carry out various activities specified inSchedule VII of the Companies Act 2013 on behalf of the Company.

Additional disclosures as required under the 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 2018-19 FY 2017-18 and FY 2016-17 is Rs.11545038/- (Rs. 2737393/- for the financial year 2018-19 Rs 3851680/- for thefinancial year 2017-18 & Rs. 4955965/- for the financial year 2016-17) against whichthe Company could not spend any amount due to the below listed reasons:-

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 2019 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.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor the secretarialauditors has reported to the audit committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board s Report.

SECRETARIAL STANDRADS

The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Companies Secretaries of India.

PARTICULARS OF EMPLOYEES

As required under the provision of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company is not given as there were no employees drawingremuneration beyond the prescribed limit under the above referred provisions.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the assistance andsupport extended by customers financial institutions banks vendors Government andother associated (as the case may be) with the activities of the Company. Your Directorsacknowledge with gratitude the encouragement and support by our valued shareholders.

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 30th 2019

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