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Anand Projects Ltd.

BSE: 501630 Sector: Others
NSE: N.A. ISIN Code: INE134R01013
BSE 00:00 | 03 Mar Anand Projects Ltd
NSE 05:30 | 01 Jan Anand Projects Ltd
OPEN 19.20
PREVIOUS CLOSE 19.20
VOLUME 930
52-Week high 19.20
52-Week low 19.20
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Sell Price 0.00
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OPEN 19.20
CLOSE 19.20
VOLUME 930
52-Week high 19.20
52-Week low 19.20
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Anand Projects Ltd. (ANANDPROJ) - Director Report

Company director report

To

The Members

ANAND PROJECTS LIMITED

Your Directors have pleasure in presenting their 86th Annual Report togetherwith Audited Statement of Accounts for the year ended March 31st 2021.

FINANCIAL RESULTS

Particulars

Standalone

Consolidated

Current Year 2020-21 ( in lakh) (Rs. in lacs) Previous Year 2019-20 ( in lakh) ( in lakh) ( in lakh) Current Year 2020-21 ( in lakh) Previous Year 2019-20 ( in lakh)
Total Income 1319.69 404.04 1319.69 404.04
Total Expenses 1009.55 382.94 1009.55 382.94
Profit before tax and share of profit/ (loss) of associate 310.14 21.10 310.14 21.10
Share of profit/ (loss) of - - -0.99 -
Profit before tax 310.14 21.10 309.15 21.10
Tax Expenses:
For the current year 88.21 6.92 88.21 6.92
For the prior years - -8.85 - -8.85
Deferred Tax -1.89 -1.01 -1.89 -1.01
Total Tax Expenses 86.32 -2.94 86.32 -2.94
Profit after Tax 223.82 24.04 222.83 24.04
Other Comprehensive income for the year net of tax 0.59 -1.38 0.59 -1.38
Total Comprehensive Income 224.41 22.66 223.42 22.66
Balance brought forward Appropriations 9223.08 9200.42 9223.08 9200.42
Transfer to General Reserve
Balance carried to Balance Sheet 9447.49 9223.08 9446.50 9223.08

FINANCIAL PERFORMANCE

The total income of the company for the year under review is 1319.69 Lakhs as comparedto 404.04 Lakhs recorded in the previous year. Net Profit after tax stood at 223.82 Lakhsas compared to 24.04 lakhs in the previous year.

CoVID-19

In the wake of the novel Coronavirus (COVID-19) outbreak across the globe IndianCentral Government State Governments and Municipal Authorities have issued variousadvisory directives and the Company has been taking various precautionary measures toensure safety and health of all our employees.

In view of the lock-down in many of the States across the country the operations inmost of our locations are disrupted. All the employees in our offices have been instructedto work from home.

The Company adhering all preventive measures as per various circulars of Government ofIndia and States Government(s) at its locations/ offices and has resumed its Operations/Business activities with reduced strength of Manpower as per directives of the respectiveState Government or Central Government Guidelines as applicable.

The management does not see any medium to long term risks in the Company’s abilityto continue as a going concern and meeting its liabilities. The management will continueto monitor performance and take remedial measures as needed to respond to the Covid-19related risk if any

The company has assessed the future impact of CoVID-19 pandemic on its operationsprofitability liquidity position & demand for its services etc. and mentioned thesame in its financial statement for the F.Y. 2020-21.

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

Due to the COVID-19 pandemic globally the economy of every Country has drasticallydecreasing in the history. Survival in the business is challenging task for everyone.However you Company is highly optimistic to improve its order book substantially byprocuring further Contracts and Orders in the forthcoming years as your Company hasimplemented 1980 MW Super Critical Thermal Power Project at Lalitpur Distt.-Jhansi inthe State of Uttar Pradesh and received encouraging response and is successfully executingEngineering Procurement and Construction (EPC) services in power sector atDistt.-Lalitpur (Uttar Pradesh).

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 Ojas Industries Private Limited becomes the AssociateCompany of your Company.

Pursuant to the provisions of Section 129 of the Companies Act 2013 and Rule 5 of theCompanies (Accounts) Rules 2014 statement containing the salient features of thefinancial statements of its associate company in the manner prescribed under the CompaniesAct 2013 is attached as "Annexure I" and forms part of this report.

PERFORMANCE FINANCIAL POSITION OF ASSOCIATES

1. OJAS INDUSTRIES PRIVATE LIMITED

As on March 31 2021 the Company holds 9900 equity shares of Rs. 10/- eachconstituting 49.50% of the total share capital of Ojas Industries Private Limited (OIPL).

During the year under review the brief summary of Operations of the OIPL is as below:-

Particulars Year ended 31.03.2021
Total Income 1323236979
Total Expenses 1192839148
Profit / (Loss) before Tax 130397831
Less: Current Tax -
Less: Deferred Tax -
Net Profit / (Loss) after Tax 130397831

CAPITAL/ FINANCE

As on March 31 2021 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.

LISTING OF SECURITIES

The Company's equity shares are listed on BSE Limited. The Annual Listing fees for theyear 2021-2022 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.

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 Mr. Om Parkash Verma (DIN: 07411027) as an Independent Director

The Board on the recommendation of Nomination and Remuneration Committee reappointedMr. Om Parkash Verma (DIN: 07411027) as an Independent Director of the Company to holdoffice for the second term of five consecutive years commencing from the conclusion of 86thAGM till the conclusion of 91st AGM of the Company to be held in year 2026.

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 4 (Four) 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 Boardand its Committees Board culture execution and performance of specific dutiesobligations and governance and the evaluation was carried out based on responses receivedfrom the Directors.

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

The members in their 84th Annual General Meeting have already approved theappointment of M/s. R.S Dani & Co. Chartered Accountants (ICAI Firm RegistrationNumber 000243C) as Statutory Auditors of the Company for the next Five (5) financial years(02nd Term) i.e. from the conclusion of the 84th AGM till theconclusion of the 89th AGM to be held in the year 2024. Ministry of CorporateAffairs vide its notification dated May 07th 2018 omitted the requirement toratify the appointment of Statutory Auditors of the Company in ever y annual generalmeeting. The observations and comments given in the report of the Auditors read togetherwith notes to accounts are self-explanatory and hence do not call for any furtherinformation and explanation or comments under Section 134(3)(f) of the Companies Act2013. The report does not contain any qualification reservation or adverse remark ordisclaimer.

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 2021.

The Secretarial Audit Report is annexed as "Annexure-II". The reportdoes not contain any qualification reservation or adverse remark or disclaimer. The Boardhas further appointed Mr. Amit Kansal Practicing Company Secretary (ICSI Certificate ofPractice No. 10283) as Secretarial Auditor of the Company for the fiscal year 2022.

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 2021 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 the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014:

S. No. Name of Director / KMP and Designation Remuneratio n of Director / KMP for F.Y. 2020-21 (in Rs.) % increase in Remuneration in the F.Y. 2020-21 Ratio of remuneration of each Director/ to median remuneration of employees
1 Mr. Alok Kumar Gupta (Whole-Time Director & CFO) 4712272 Nil 1.42/1
2 Mr. Surendra Kumar Sharma (Company Secretary) 4717424 6.60% 1.42/1
3 Mr. Upendra Prasad Non-Executive Director NIL NIL Not Applicable
4 Mr. Jeanette Luisa Alphonso Non-Executive Women 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 2020-2021was Rs. 3313574/-.

ii) Median remuneration of employees of the Company during the financial year 2019-2020was Rs. 3056743/-.

iii) There were 04 (Four) confirmed employees on the rolls of the Company as on 31stMarch 2021.

iv) 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) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

During the year under consideration none of the employees of the company was inreceipt of remuneration 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

Anand Projects Limited has been an early adopter of CSR initiatives. The Company worksprimarily through the Kamalnayan Bajaj Jamnalal Foundation towards supporting projects inthe areas of eradicating extreme hunger and poverty promotion of education reducingchild mortality and improving maternal health combating human immuno-deficiency virusacquired immuno-deficiency syndrome malaria and other diseases ensuring environmentalsustainability and rural development projects.

The Company’s CSR Policy is available on our website athttp://www.anandprojects.com/policies.php. The annual report on our CSR activities isappended as "Annexure V" to the Board’s report.

REPORT ON CORPORATE GOVERNANCE

The Company recognizes and embraces the importance of Corporate Governance.

Corporate Governance is about maximizing shareholder’s value legally ethicallyand sustainably. Anand believe sound corporate governance is critical to enhance andretain investor trust. Our disclosure seeks to attain the best practices in efficientcorporate governance. Our Corporate Governance report for the fiscal year 2021 forms partof this Annual Report.

ANNUAL RETURN

The Annual Return as provided under Section 92(3) of the Companies Act 2013 and asprescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules 2014is available on the website of the company athttp://www.anandprojects.com/notice-to-the-shareholders.php.

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

In terms of Section 118(10) of the Companies Act 2013 the Company is complying withthe applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia and approved by Central Government.

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 Om Parkash Verma
(Whole-time Director & CFO) (Director)
Place: Noida (DIN: 06555961) (DIN: 07411027)
Dated: August 12th 2021

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