Your Directors take pleasure in presenting their 35th (Thirty Fifth) AnnualReport on the business and operations of your Company together with the Audited Standaloneand Consolidated Financial Statements for the year ended March 31 2020.
1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:
(Rs in Lakh)
|Particulars ||Standalone ||Consolidated |
| ||For the year ended March 31 2020 ||For the year ended March 31 2019 ||For the year ended March 31 2020 ||For the year ended March 31 2019 |
| || ||(Revised) || ||(Revised) |
|Sales and other income ||41760.23 ||33924.67 ||28569.19 ||36413.85 |
|Profit before depreciation ||5632.87 ||5932.88 ||4677.83 ||6218.13 |
|Depreciation ||1594.64 ||1745.65 ||1772.93 ||2185.75 |
|Profit before Tax and after depreciation ||4038.23 ||4187.23 ||2904.90 ||4032.38 |
|Provision for taxation ||1305.03 ||940.85 ||1226.63 ||1102.21 |
|Profit after tax ||2733.20 ||3246.38 ||1678.27 ||2930.17 |
|Share of profit of an associate (net of tax) ||- ||- ||768.91 ||1087.11 |
|Minority interest ||- ||- ||226.33 ||125.83 |
|Net Profit available for appropriation ||2733.20 ||3246.38 ||2673.51 ||4143.11 |
|Appropriations: || || || || |
|Proposed dividend ||236.08 ||708.23 ||236.08 ||708.23 |
|Dividend Tax ||- ||145.58 ||- ||145.58 |
|Transfer to debenture redemption Reserve ||- ||- ||- ||- |
|Earnings per Share [equity share of Rs 2] || || || || |
|- Basic earnings per share (in Rs) ||0.93 ||1.10 ||0.98 ||1.45 |
|- Diluted earnings per share (in Rs) ||0.93 ||1.10 ||0.98 ||1.45 |
|Dividend per share (in Rs) ||0.08 ||0.24 ||0.08 ||0.24 |
1) The above figures are extracted from the Standalone and Consolidated FinancialStatements as per Indian Accounting Standards (Ind AS).
2) The Hon'ble National Company Law Tribunal (NCLT) Chandigarh Bench vide its orderdated 24th August 2020 sanctioned the Composite Scheme of Arrangement forAmalgamation and Demerger among Anant Raj Agencies Private Limited ("AmalgamatingCompany") Anant Raj Limited ("Amalgamated Company/ Demerged Company") andAnant Raj Global Limited ("Resulting Company") for the amalgamation of theAmalgamating Company with and into the Amalgamated Company/ Demerged Company andimmediately thereupon demerger of the Project Division (Demerged Undertaking) of theAmalgamated Company/ Demerged Company into its wholly owned subsidiary i.e. the ResultingCompany. The Company has prepared the financial statements only for the remaining businessof the Company after demerger of Project Division into Anant Raj Global Limited and thelast year's figures have also been regrouped and restated accordingly for the remainingbusiness only.
2. OPERATIONS REVIEW AND THE STATE OF COMPANY'S AFFAIRS
A. Operational and Financial Overview
The Company and its Subsidiaries and Associates are primarily engaged in the businessof Construction and Development of Residential Commercial Hospitality AffordableHousing and IT Parks.
The prime focus of the Company has always been execution ensuring timely completion anddeliveries of all its projects being developed in various verticals as mentioned above.
Your Company during the year under review has posted Standalone Net Profit after taxof Rs 2733.20 Lakh as compared to Rs 3246.38 Lakh during the previous year.
Your Company during the year under review has posted Consolidated Net Profit aftertax of Rs 2673.51 Lakh as compared to Rs 4143.11 Lakh during the previous year.
Rental and Services Receipts
The Consolidated Rental and Services Receipts of your Company during the period underreview were Rs 2846.43 Lakh as compared to Rs 5212.66 Lakh. The rental receipt for theyear ended March 31 2020 are not Comparable with the previous year as the rental receiptfor the year ended March 31 2020 relates to Real Estate Division Only (RemainingBusiness). (Please refer the Note 2 above)
B. Future prospects and outlook of the Company
The real estate sector is one of the most globally recognized sectors. Real estatesector comprises of Residential Retail Hospitality Commercial IT Parks AffordableHousing Warehousing etc. Your Company has a prime advantage of being present in most ofthe segments under the Real Estate Sector. The growth of this sector is well complementedby the growth of the corporate environment and the demand for office space as well asurban and semi-urban accommodations. The construction industry ranks third among the 14major sectors in terms of direct indirect and induced effects in all sectors of theeconomy.
The real estate industry is in the cusp of transformation and the past decade hasplayed a crucial role in shaping the sector. The real estate sector and its ancillaryindustries witnessed a series of structural reforms with advent of RERA policy changeindustry consolidation fast prop tech growth and so on which has helped increasetransparency and trust between builders and buyers.
The Real estate industry has certainly evolved from brick and mortar to aservice-driven product offering and the growth of the sector will be largely driven byever-evolving customer requirements technological transformations and a favourablepolicy environment allowing it to flourish in the coming years. As reported by the IndianBrand Equity Foundation the Real Estate Sector in India is expected to reach a marketsize of US$1 trillion by 2030 and contribute 13 per cent of the country's GDP by 2025.
IMPACT OF COVID-19
The Coronavirus outbreak has infected Crore of people worldwide. Simultaneously ithas disrupted industries trade and business cycles thus halting global economicactivity significantly.
The lockdown owing to the coronavirus crisis has hugely impacted the world economy aswell as a majority of sectors across the globe including real estate.
Unfortunately 2020 seems to be difficult as Countrywide lockdown has halted allactivities. As evident project sites are shut site visits have stopped and constructionactivity has come to a grinding halt eventually impacting housing sales. Also developershave deferred their new project launches for an unknown period. Besides residentialsegment commercial real estate is also not immune to the Covid-19 fallout. Corporateoccupiers are seen delaying their leasing decisions and still several MNCs and businessesare testing new waters of the work from-home option. If proved successful it could impactleasing activities in the future. Retail businesses highly dependent on consumerspending are also witnessing a momentary slowdown and reduced interest from global brandswho may now consider revising their expansion plans.
Due to COVID-19 pandemic and the consequent nation-wide lockdown imposed by theGovernment of India on March 24 2020 the operations of the Company has come tostandstill since then. The Government of India has also been announcing phased lifting oflockdown and the general expectations are that normalcy could be gradually restored duringthe financial year ending March 31 2021. The management has evaluated the possible impactof this pandemic on the business operations and the financial position of the Company andbased on its initial assessment of the current indicators of the future economicconditions believes that there is minimized impact on the financial results of the Companywhich could not be termed as significant as at and for the year ended March 31 2020. TheCompany trusts that the pandemic is not likely to impact the recoverability of thecarrying of its assets.
The impact of COVID-19 in the financial year ending March 31 2021 cannot beaccurately measured as of now but it is expected to show signs of revival from the secondhalf of this financial year across the businesses. The Company has taken steps to ride onopportunities during the pandemic. Unorganised players are further expected to be impactedand this is an opportunity for reputed corporate brands to gain share.
Your Company Anant Raj Limited is poised for a massive turnaround in all the verticalsit operates in.
The Residential Flagship Project Anant Raj Estate in Sector 63A Gurugram has seen anupsurge in demand. This is primarily due to change in the market where customers now wantready to move in products be it Independent Floors Villas or Plots.
Also as per the recent planning changes by the Haryana Governments granting higher FARand extra Floor has made ready to move in houses more economical. Your Company always hadan advantage with its focus on execution the benefits of which will be clearly visiblenow.
The upsurge in Demand of Data Centers all across India has again come as an advantageto your Company which has almost 5.5 million sq. ft. developed area and with certainmodifications in building will be able to cater to this huge demand of data Centers.
The Company was always holding prime land in Delhi and National Capital Region (NCR)running few hospitals projects there. The land parcels are poised for massive expensionsdue to change in development norms.
Affordable housing was always and will always be a growing market. After successfullycompleting and delivering 2600 affordable houses in Neemrana Rajasthan (Anant RajAashray). The Company is all set to launch its second project "Anant Raj AashrayII" in Tirupati Andhra Pradesh to build 2000 affordable houses.
Another project is being launched in sector 36 A Gurugram in a joint venture with AdaniRealty. The project will develop approximately 1600 affordable houses Aangan Aashray.
Below mentioned is a brief on all projects:
Your Company's primary focus is on the development of the Company's primeresidential and integrated project Anant Raj Estate at Sector 63A in south Gurugram. Thetotal land owned by the Company is approx. 165 acres with a development potential of 7million sq. ft.
The project titled as Anant Raj Estate comprises of construction & development ofLuxury Villas Plots Residential Flats Commercial and Office Complexes and IndependentFloors. The Company has received a good response for the projects. The Company hadcommenced construction and development of the project and has completed the first phase ofthe project. The "Anant Raj Estate Project" alone is expected to add Rs 6000Crore to the Company's total revenues which includes the revenue from Joint Venture withBirla Estates Private Limited. It is Company's iconic and ambitious project till date. Ithas received one of the fastest partial completion certificates for its residential colonythat constitutes around 70% of the total area.
JOINT VENTURE WITH BIRLA ESTATES PRIVATE LIMITED
Your Company has entered into a joint venture agreement (JV) with Birla Estates PrivateLimited for the development of residential projects at Sector 63A Gurugram Haryana. TheJV created in the form of a 50:50 Limited Liabilities Partnership is called "AvarnaProjects LLP". The Company will contribute the project land and Birla Estates willdevelop and market the residential project developed on this land. The project envisagesdevelopment of 764 luxury floors built over 191 plots in the sector 63 A Township. Theexpected revenues out of the said sales would be approx. 2200 Crore.
Affordable Housing Projects
The Company has recently bagged a project from APIIC (Andhra Pradesh IndustrialInfrastructure Corporation) to develop 2000 affordable homes in the holy and auspiciouscity of Tirupati (Andhra Pradesh). The project will be spread over an area of 10.14 acresin an industrial colony developed by APIIC in Tirupati. The Company bagged this projectdue to its expertise in the Affordable Housing Segment. It has successfully delivered 2600affordable homes in the State of Rajasthan in an industrial colony developed BY RIICO(Rajasthan State Industrial Development and Investment Corporation) in NeemranaRajasthan. Anant Raj is one of the pioneers in delivering affordable homes well in linewith Hon'ble Prime Minister's vision of "Housing for all". Development in theTirupati project will commence in next financial year with a completion target of maximum48 months. The Company has formulated a SPV by the name "Jai Govinda Ghar NirmanLimited" for development of this project. It Plans to develop 2BHK units with atargeted sale price of Rs 12-15 Lakh only per unit. b) Commercial IT Parks
(i) IT Park Panchkula Haryana
Your Company is developing an IT Park on a land area of 10 acres through its subsidiaryCompany namely Rolling Construction Private Limited. The total developable area on thisland will be 1.8 million square feet of which the leasable area would be around 1.2million square feet.
In Phase-I the company has already developed a total developed area of 6 Lakh squarefeet which is partly leased. The Complex also houses First Call Center of Amazon in NorthIndia apart from other reputed clients.
The Company also plans to develop Tier III and Tier IV data center with minormodification to the existing building. In this building the company is planning to developthe data center on existing as well as new construction on remaining area in second phase.
(ii) IT Park Manesar Gurugram
Your Company has completed its IT Park situated at Manesar Haryana which isoperational and generating revenues. The total developed area is around 1.8 million squarefeet on 10 acres of land area. The leasable area of the building is 1.2 million squarefeet including 40000 sf of retail space. The IT Park is part leased.
The Company is planning to develop the vacant space in this building for data center.Space can be developed after minor modification for Tier III data Center.
(iii) IT SEZ RAI Sonepat Haryana
Your Company is developing an IT SEZ at Rai Sonepat Haryana. The total developablearea is 5.10 million square feet over 25 acres of the land allotted to it by HSIIDC(Haryana State Industrial and Infrastructure Development Corporation).
Your Company has completed its first phase of IT SEZ Project involving 2.1 millionsquare feet. In Phase-I out of which 1.4 million square feet is leasable. The saiddevelopment is spread over an area of 10 acres. Since the demand for IT has not seen muchgrowth. The Company is also trying to establish Multi-Disciplinary University in theComplex already built.
The Company is also planning to develop a Tier III data center in existing building andhave plan to develop Tier IV data center with 100 MW Load capacity on 15 Acres green fieldof this property.
The Company through its associate Company has developed an Office Building at Sector44 Gurugram Haryana. The total developed area on 8400 sq. mts. land is 210000 sf. Thisbuilding is fully leased out.
c) Warehousing Project
Your Company is planning to develop on fully paid free hold land in phase wise aswarehousing project located in Delhi & Haryana.
Aim of the company to develop all the site identified as warehouse within three years.
The Company is conscious of the increasing demand for Hospitality and Conventionfacilities in the National Capital and has decided to develop its sizable portfolio of itsHotel and Hospitality land parcels in New Delhi. The Company intends to develop theseProjects as mixed land use development to provide to the community Hotel HospitalityConvention and Commercial facilities at multiple locations in New Delhi. The Company'shotel projects are situated in premium Hospitality Banquet and Convention districts ofNew Delhi admeasuring individually from 5 to 7.5 Acres. Some of these Projects arepresently being operated by external operators. The details of the projects are as under:
(i) Hotel -Mapple Emerald
Your Company has developed a hospitality project over a land area of 7.61 acres. Thesame has been let out to specialized hospitality Group. The total constructed area is100000 sf (Phase I). The project is located near to Delhi Airport and is 3 kms fromGurugram. The project has been let out.
(ii) Hotel Bel-LA Monde
Your Company has developed a hospitality project over a land area of 5.75 acres. Thetotal constructed area (Phase I) is 100000 sf. involving construction of 43 rooms. Theproject is located near South Delhi and is about 10 kms from the IGI Airport. The projecthas been let out.
As per the Current policy the development area has been enhanced in this propertyalmost 10 times. Accordingly the Company intends to transfer these destinations intosocio-economic hubs with a variety of development in all verticals as mentioned above.
3. IND AS STANDARDS
Your Company had adopted IND AS with effect from 1st April 2016pursuant to notification dated February 15 2015 under Section 133 of the Companies Act2013 (hereinafter referred to as "The Act") issued by the Ministry of CorporateAffairs notifying the Companies (Indian Accounting Standard) Rules 2015. Your Companyhas published IND AS Financials for the year ended March 31 2020 along with comparablefinancials for the year ended March 31 2019.
The Quarterly results published by the Company for Financial Year 2019-20 are alsobased on IND AS. These have been published in newspapers and also made available on theCompany's Website www.anantrajlimited.com and website of Stock Exchanges where the sharesof the Company are listed.
The estimates and judgements relating to the Financial Statements are made on a prudentbasis so as to reflect in a true and fair manner the form and substance of transactionsand reasonably present the Company's state of affairs profits and cash flows for the yearended March 31 2020. The Notes to the Financial Statements adequately cover theStandalone and Consolidated Audited Statements and form an integral part of this Report.
4. TRANSFER TO RESERVES
Your Company has transferred a sum of Rs 2733.20 Lakh to the Surplus for the financialyear ended March 31 2020.
5. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of section 124 of the Companies Act 2013 (theAct") read with the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 (IEPF Rules') (including any statutorymodifications/re-enactment(s) /amendments(s) thereof for the time being in force) thedividend which remains unclaimed/unpaid for a period of seven years from the date oftransfer to the unpaid dividend account of the Company is required to be transferred tothe Investor Education and Protection Fund (IEPF') established by the CentralGovernment. Also according to the IEPF Rules the corresponding shares in respect of whichdividend has not been paid or claimed by the Members for seven (7) consecutive years ormore shall also be transferred to the dematerialized account created by the IEPFauthority.
The said requirement does not apply to shares in respect of which there is a specificorder of Court Tribunal or Statutory Authority restraining any transfer of the shares.
The Company had accordingly transferred sum of
Rs 551155/- ( Rupees Five Lakh Fifty One Thousand One
Hundred and Fifty Five Only) in the unpaid / unclaimed dividend for the year 2011-12 tothe Investor Education and Protection Fund (IEPF) established by the Central Government.
Further in compliance with the provisions laid down in IEPF Rules the Company hadsent individual notices and also advertised in the newspapers seeking action from theMembers who have not claimed their dividends for seven (7) consecutive years or more.
Accordingly the Company had transferred all corresponding shares on which dividendremained unclaimed for a period of seven (7) years from 2011-12 to the Demat Account ofthe IEPF. It may please be noted that no claim shall lie against the Company in respect ofshare (s) transferred to IEPF pursuant to the said Rules.
Members/claimants whose shares unclaimed dividends have been transferred to the IEPFDemat account of the fund as the case may be may claim the shares or apply for refund bymaking an application to IEPF Authority in form IEPF-5 (available on http: www.iepf.gov.in) along with requisite fee as decided by IEPF authority from time to time. The Rules andform IEPF-5 as prescribed for claiming back the shares are available on the website ofthe IEPF i.e on www.iepf.gov.in.
The statement containing details of Name Address Folio number Demat account No. andnumber of shares transferred to IEPF demat account is made available on our websitewww.anantrajlimited.com.
The Board of Directors of your Company subject to approval of shareholders at theensuing Annual General Meeting has recommended a dividend @ 4% (Re. 0.08 per equity shareof Rs 2/- each) for the year ended March 31 2020. The cash outflow on account of dividendwill be Rs 236.08 Lakh and corporate dividend tax would be Rs 22.14 Lakh.
7. SHARE CAPITAL
The Paid-up Share Capital as on March 31 2020 was Rs 590192670 divided into295096335 equity shares of Rs 2/- each. During the year under review the Company hasneither issued shares with Differential Voting Rights nor granted Stock Options nor issuedSweat Equity.
8. BOARDOFDIRECTORS&KEYMANAGERIAL PERSONNEL
The Company's Board of Directors as on 31st March 2020 consisted of Eight(8) Directors comprising Executive and Non-Executive Directors. Out of the Eight (8)Directors Four (4) are Non-Executive Independent Directors and Four (4) are ExecutiveDirectors.
Sh. Ashok Sarin is the Executive Chairman Sh. Anil Sarin is the Managing Director Sh.Amit Sarin is the Whole Time Director and CEO (Real Estate Division) and Sh. Amar Sarinis the Whole Time Director and CEO (Project Division) of the Company. The other fourDirectors i.e. Sh. Brajindar Mohan Singh Sh. Ambarish Chatterjee Sh. Maneesh Gupta andMs. Sushmaa Chhabra are the Non-Executive Independent Directors of the Company.
During the period under review none of the Non-Executive Director of the Company hadany pecuniary transactions with the Company.
The Board on the recommendation of the Nomination and Remuneration Committee and withthe approval of Shareholders at the Annual General Meeting held on September 30 2019 hasre designated (i) Mr. Ashok Sarin (Non-Executive Chairman) as an Executive Chairmanof the Company (ii) Sh. Amar Sarin (Non-Executive Director) as Director & CEO (ProjectDivision) of the Company for a period of five years from 30th May 2019 andre-appointed Sh. Amit Sarin as Director and CEO (Real Estate Division) of the Company fora period of five years from 9th July 2019.
Further the Board of the Director on the recommendation of the Nomination andRemuneration Committee at its meeting held on 30th May 2019 has appointed Mr.Pankaj Kumar Gupta (Real Estate Division) and Mr. Anil Mahindra (Project Division) asJoint Chief Financial officers of the Company.
None of the Directors of your Company is disqualified under the provisions of Section164 (2)(a) and (b) of the Companies Act 2013.
In accordance with the provisions of Section 152 of the Companies Act 2013 and Article120 of Article of Association read with Companies (Appointment and Qualification ofDirectors) Rules 2014 Sh. Amar Sarin (DIN: 00015937) retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment.
Mrs. Chanda Sachdev due to age health conditions and other pressing pre-occupationsresigned as Director of the Company w.e.f. May 22 2019. The Board of Directors place onrecord her appreciation for the valuable contribution made during her tenure as Directorof the Company.
KEY MANAGERIAL PERSONNEL
As per the requirement under the provisions of Section 203 of the Companies Act 2013the following are the Key
Managerial Personnel (KMP') of the Company as on the date of this report: I. Sh.Ashok Sarin (DIN:00016199)-Executive Chairman Sh. Anil Sarin (DIN:00016152)- ManagingDirector Sh. Amit Sarin (DIN: 00015837)- Director & CEO (Real Estate Division) andSh. Amar Sarin (00015937)- Director & CEO (Project Division);
II. Sh. Anil Mahindra (Project Division) and Sh. Pankaj Kumar Gupta (Real EstateDivision)-Joint Chief Financial Officers of the Company; and
III. Mr. Manoj Pahwa-Company Secretary
9. SCHEME OF ARRANGEMENT
As you are aware that the Board of Directors of the Company in their meeting held onAugust 29 2018 had approved the draft Composite Scheme of Arrangement for Amalgamationand Demerger (Scheme') involving the amalgamation of Anant Raj Agencies PrivateLimited with and into Anant Raj Limited and immediately thereupon demerger ofProject Division' of the Company into Anant Raj Global Limited. The Company receivedthe no objection' from National Stock Exchange of India Limited and from BSE Limitedand consequently made an application with Hon'ble NCLT on July 17 2019 under Sections 230to 232 read with Sections 52 and 66 of the Companies Act 2013 seeking sanction of thescheme of arrangement.
The Hon'ble NCLT sanctioned the Scheme on August 24 2020 which was effective fromAugust 25 2020. The Appointed Date for the Scheme was September 30 2018. The Company hasgiven effect to Scheme with effect from September 30 2018 and accordingly the accountingentries in its books of account were passed in accordance with the accounting treatmentprescribed in Clause 10 of Chapter 2 of the Scheme and Clause 9 of Chapter 3 of theScheme which is in compliance and accordance with the Indian Accounting Standards (IndAS) applicable to the Company as of the Appointed Date of the Scheme.
With respect to amalgamation of Anant Raj Agencies Private Limited (AmalgamatingCompany) with and into the Company the shareholders of the Amalgamating Company received587 (five hundred eighty-seven) equity shares of the Company for every 10 (ten) equityshares they held in the Amalgamating Company. With respect to the demerger ofProject Division' of the Company into Anant Raj Global Limited (Resulting Company)the Resulting Company has alloted to the shareholders of the Company 1 (one) equity shareof the Resulting Company for every 1 (one) equity share they hold in the Company. Afterthe said allotment Resulting Company in term of Scheme had made an application to StockExchange(s) for the listing of its shares. As on the date of this report the approval forthe listing of shares is pending.
In accordance with the Scheme all assets and liabilities of Amalgamating Company standtransferred to the Company from the Appointed Date. The employees of the AmalgamatingCompany have also moved to the Company and consequently the employee related benefits andall contracts and agreements in relation to them have been taken on by the Company. TheScheme has accordingly been given effect to in the financial statements as on theAppointed Date.
In accordance with the Scheme all assets and liabilities of Project Division of theCompany stand transferred to the Resulting Company from the Appointed Date. The employeesof the Project Division of the Company have also moved to the Resulting Company andconsequently the employee related benefits and all contracts and agreements in relationto them have been taken on by the Resulting Company. The Scheme has accordingly been giveneffect to in the financial statements as on the Appointed Date.
In view of the amalgamation of Amalgamating Company with the Company and demerger ofthe Project Division of the Company into Resulting Company which has been given effect tofrom September 30 2018 and the consequent accounting effects prescribed under theScheme the figures of the Company for the year ended March 31 2019 have been restatedto give impact of the Scheme. Necessary changes in GST return could not be done as thereis no provision under the law to file the revised GST return.
The demerger of Project Division of the Company into the Resulting Company shall resultin the following benefits to the Company:
1. It shall enable the Company to pursue its business and activities with greater focusand attention. The structure provides independence to the management in decision regardingthe use of expected Cash flows.
2. Unlock the value for Company by transfer of Project Division which will help theCompany to enable optimal exploitation monetization and development of the Company byattracting focused investors joint venture partners and strategic partners having thenecessary ability experience and interests in this sector and by allowing pursuit ofinorganic and organic growth opportunities in businesses.
10. CHANGE IN THE NATURE OF BUSINESS IF ANY
During the period under review there has been no material change in the nature ofbusiness of the Company.
11. MATERIAL CHANGE AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;
The Hon'ble Chandigarh Bench of the National Company Law Tribunal at Chandigarh(NCLT') vide its order dated and pronounced on 24thAugust 2020 ("Order")has sanctioned the Composite Scheme for Arrangement for amalgamation and demerger amongAnant Raj Agencies Private Limited ("Amalgamating Company") Anant Raj Limited("Amalgamated Company/ Demerged Company") and Anant Raj Global Limited("Resulting Company") and their respective shareholders and creditors underSections 230 to 232 read with Sections 52 and 66 of the Companies Act 2013 for theamalgamation of the Amalgamating Company with and into the Amalgamated Company/ DemergedCompany and immediately thereupon demerger of the Project Division (Demerged Undertaking)of the Amalgamated Company/ Demerged Company into its wholly owned subsidiary i.e. theResulting Company.
In view of the amalgamation of Amalgamating Company with the Company and demerger ofthe Project Division of the Company into Resulting Company which has been given effect tofrom September 30 2018 and the consequent accounting effects prescribed under theScheme the figures of the Company for the year ended March 31 2019 have been restatedto give impact of the Scheme.
12. CREDIT RATING
The Credit rating agency Acuite Ratings & Research had assigned the credit rating ACUITEBB+ (Double B plus)' to the Company for its long term bank facilities.
13. LISTING OF SHARES
The Company's equity shares are listed with BSE Limited and National Stock Exchange ofIndia Limited. The annual listing fee for the year 2020-21 for the both Stock Exchangeshas been paid.
During the year under review your Company has neither accepted nor renewed anydeposits from the public in terms of provisions of Section 73 of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014.
The Company's properties including building plant and machinery stocks stores etc.have been adequately insured against major risks.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of Loans Guarantees or Investments covered under the provisions ofSection 186 of the Companies Act 2013 read with Companies (Meeting of the Board and itsPowers) Rules 2014 are given in the Financial Statements of the Company for the FinancialYear ended March 31 2020. (Please refer to Note Nos. 04 06 and 41 of the StandaloneFinancial Statements for the financial year ended on March 31 2020)
17. PARTICULARS OF LOANS/ADVANCES INVESTMENTS AS REQUIRED UNDER THE LISTINGREGULATIONS:
The details of related party disclosures with respect to loans/advances/investments/atthe year end and maximum outstanding amount thereof during the year as required underPart A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") forms part of the Annual Report of theCompany. (Please also refer to Note Nos. 04 06 and 41 of the Standalone FinancialStatements for the financial year ended on March 31 2020)
18. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
Save as otherwise provided in this report there were no other significant &material orders passed by the Regulators against the Company during the year under review.
19. RELATED PARTY TRANSACTIONS
AND POLICY ON RELATED PARTY TRANSACTIONS
During the financial year ended March 31 2020 all the contracts or arrangements ortransactions that were entered into with related party as defined under the Companies Act2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 were on an arm's length basis and were in the ordinary course ofbusiness. However pursuant to Regulation 23(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 prior approval of the Audit Committee wassought for entering into related party transactions.
The Company during the year ended March 31 2020 entered into a contract/arrangement/transaction with related party Avarna Projects LLP. The particulars of contracts orarrangements with related parties referred to in Section 188(1) of the Act in prescribedForm AOC-2 is annexed as Annexure IX to this Report.
The Board has formulated policy on dealing with Related Party Transactions and it maybe accessed on the website of the Company at the web link:http://www.nseprimeir.com/z_ANANTRAJ/files/policy%20on%20related%20party%20transactions.pdf
Your Directors draw attention of the Members to Note No. 41 of the Financial Statementswhich sets out disclosures on related parties and transactions entered into with themduring the Financial Year under review.
20. RISK MANAGEMENT POLICY
In Compliance with the requirement of the Companies Act 2013 your Company has put inplace Risk Minimization and Assessment Procedure. In order to effectively and efficientlymanage risk and address challenges the Company has formulated Risk Management Policy.
The main objective of the policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecision on risk related issues.
The Board has formulated policy on Risk Management and the same may be accessed at theweb-link: http:// www.nseprimeir.com/z_ANANTRAJ/files/risk%20 management%20policy.pdf
21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance to Section 177(9)&(10) of the Companies Act 2013 and Regulation 22of the SEBI (Listing Obligations and Disclosure Requirements ) Regulations 2015 OurCompany has established a "Vigil Mechanism" for its Employees and Directorsenabling them to report any concerns of unethical behaviour suspected fraud or violationof the Company's code of conduct.
To this effect the Board has adopted a "Whistle Blower Policy" (WBP) whichis overseen by the Audit Committee. The policy provides safeguards against victimizationof the whistle blower. Employees and other shareholders have direct access to the chairmanof the Audit Committee for lodging concern if any for review.
The Board has formulated policy on Whistle Blower and the same may be accessed at theweb-link http://www.nseprimeir.com/z_ANANTRAJ/files/Anantraj_ whistle_blower_policy.pdf
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
The Information relating to conservation of energy technology absorption and foreignExchange Earning and outgo pursuant to section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 is enclosed as Annexure-I' andforms part of this Report.
23. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(1) (2) & (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this Report as Annexure II and
24. COMMITTEES OF BOARD
(i) Audit Committee In terms of section 177 of the Companies Act 2013 andRegulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Your Company has in place Audit Committee of Board of Directors with Sh. AmbarishChatterjee (Independent Director) as Chairman Shri Ashok Sarin (Non IndependentDirector) Shri Brajindar Mohan Singh (Independent Director) & Shri Maneesh Gupta(Independent Director) as members.
The terms of reference of Audit Committee are confined to new Companies Act 2013 &Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 read with Part-C of Schedule II.
The Audit Committee met four (4) times during the year. The details of meetings withattendance thereof and terms of reference of Audit Committee have been provided in theCorporate Governance Report which forms part of this report.
(ii) Stakeholder's Relationship Committee
The Company has also formed Stakeholder's Relationship Committee in compliance to theCompanies Act 2013 & SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The details about the composition of the said committee of the Board ofDirectors along with attendance thereof have been provided in the Corporate GovernanceReport which forms part of this report.
(iii) Share Transfer Committee
The Company has also formed Share Transfer Committee in compliance to the CompaniesAct
2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The details about the composition of the said committees of the Board of Directors alongwith attendance thereof have been provided in the Corporate Governance Report which formspart of this report.
(iv) Nomination and Remuneration Committee
In terms of Section 178 of the Companies Act 2013 (Act') read with Companies(Meeting of the Board and its Power) Rules 2014 and Regulation 19 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has in place dulyconstituted Nomination and Remuneration Committee of the Board of Directors. The detailsof the composition of the committee along with other details are available in theCorporate Governance which forms part of this Annual Report.
The details of the Remuneration Policy are given as Annexure IV'which forms part of this Report.
There were no changes carried out in the Policy during the financial year.
It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy ofthe Company.
(v) Corporate Social Responsibility (CSR) Committee
In terms of section 135 of the Companies Act 2013 and rule framed thereunder theCompany has constituted a Corporate Social Responsibility (CSR) Committee to recommend andmonitor expenditure on CSR. The CSR Committee comprises of Shri Brajindar Mohan Singh(Independent Director) as Chairman and Shri Anil Sarin (Executive Director) and Shri AmitSarin (Executive Director) as members.
Based on the recommendations of the CSR Committee the Company has laid down a CSRpolicy which is displayed on the website of the Company. It can be accessed at theweb-link at http://www.nseprimeir. com/z_ANANTRAJ/files/ANANTRAJ_CSR_ Policy_13082014.pdf
There were no changes carried out in the Policy during the financial year.
The Company during the year ended March 31 2020 was required to spend Rs 120.19 Lakhbeing the 2% of the average net profit of the Company for three immediately precedingfinancial years i.e. Rs 6009.70 as mandated in the Companies Act 2013. During the yearunder review your Company as part of its CSR initiatives has spent an amount aggregatingto Rs 37.04 Lakh on the projects covered under the CSR Policy of the Company. The Companycould not spend the prescribed amount as the Company was conservative in choosing theprojects which would be deserving and genuine. The Board ensures that cumulative unspentamount for the last years would be spent on genuine projects in the years to come inaccordance with the provisions of companies Act 2013 read with the prescribed CSR rulesas amended.
The Company would continue its search for identifying deserving project to achieve itsCSR objective set out in its policy. The details of the CSR Activities are given as Annexure V' which forms part of this Report.
(vi) Demerger Committee:
The Board had constituted a Demerger Committee comprising of two directors Shri AmitSarin and Shri Amar Sarin to examine all relevant aspects of the processes of thisinternal restructuring and make suitable recommendation to the Board. Further theCommittee was empowered to appoint consultants Corporate Professionals and otherconsultants / agencies to formulate scheme carry valuation etc.
(vii) Finance and Investment Committee
The Company has constituted the Finance and Investment Committee to monitor considerand approve the matters relating to borrowing of funds from banks financial institutionsetc. The committee is further authorised to approve Investments of Company. The details ofthis committee are given on Corporate Governance Report which forms part of this report.
25. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 the Board of Directors herebyconfirms and accepts the responsibility for the following in respect of the AuditedFinancial Statements for the financial year ended March 31 2020: (a) that in thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures;
(b) that the directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive 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;
(c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the directors had prepared annual accounts/ financial statements for the yearended 31st March 2020 on a going concern basis; and
(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
26. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report is annexed and forms part of this AnnualReport.
27. CORPORATE GOVERNANCE REPORT
As per the requirement of Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance is annexed which forms part of this Annual report.
A certificate from the Statutory Auditors of the Company regarding compliance of theconditions stipulated for Corporate Governance as required under Clause E of Schedule Vread with Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed hereto.
A declaration by the Chief Executive Officer addressed to the members of the Companypursuant to Part D of Schedule V read with Regulation 34 (3) Chapter IV of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 regarding adherence tothe Code of Conduct by the Members of the Board and by the Members of the SeniorManagement Personnel of the Company is also annexed hereto.
28. BUSINESS RESPONSIBILITY REPORTING
As per Regulation 34 (2) (f) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 listed companies shall submit as part of their AnnualReports Business Responsibility Reports describing the initiatives taken by them from anenvironmental social and governance perspective. This provision is applicable to top 1000listed companies based on market capitalisation as on March 31 2020. Hence this clauseis first time applicable to your company. The Business Responsibility Report of theCompany for the financial year ended on March 31 2020 has been provided separately andforms part of the Annual Report.
29. PREVENTION PROHIBITION AND
REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
The Company has zero tolerance for sexual harassment at workplace and has formulated apolicy on Prevention Prohibition and Redressal of Sexual Harassment at the workplace inline with the provisions of the Sexual Harassment of woman at workplace (PreventionProhibition and Redressal) Act 2013 and rules there under. The Policy aim to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. All the employees ofthe Company as a part of induction as sensitized about the provisions of the said Act. TheCompany believes in providing safe working place for the Women in the Company and adequateprotection are given for them to carry out their duties without fear or favour.
The Company has also constituted an internal Complaints Committee to inquire intocomplaints of sexual harassment and recommend appropriate action.
There were no complaint received from any employee during the financial year 2019-20and hence no complaint is outstanding as on March 31 2020.
30. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 134 (3) (a) of the Companies Act 2013 theExtract of Annual Return for the Financial Year ended March 31 2020 made underprovisions of section 92 (3) of the Companies Act 2013 read with rule 12 of theCompanies (Management and Administration) Rules 2014 is attached as "Annexure VI" which forms part of this Board's Report.
The Annual Return is available on the website of the Company at the web linkhttps://www.nseprimeir.com/z_ANANTRAJ/ files/MGT-7_ARL_2019.zip
31. SUBSIDIARIES AND GROUP COMPANIES
The Hon'ble Chandigarh Bench of the NCLT vide order dated and pronounced on 24thAugust 2020 (Order') sanctioned the Composite Scheme for Arrangement foramalgamation and demerger among Anant Raj Agencies Private Limited (AmalgamatingCompany') Anant Raj Limited (Amalgamated Company/ Demerged Company') and Anant RajGlobal Limited (Resulting Company') and their respective shareholders and creditorsunder Sections
230 to 232 read with Sections 52 and 66 of the Companies Act 2013 for theamalgamation of the Amalgamating Company with and into the Amalgamated Company/ DemergedCompany and immediately thereupon demerger of the Project Division (Demerged Undertaking)of the Amalgamated Company/ Demerged Company into its wholly owned subsidiary i.e. theResulting Company.
The appointed date for the same was September 30 2018. Hence as on the date of thisreport the Company has 31 wholly owned subsidiaries 5 step down subsidiaries and 3companies in which the Company holds more than 50% of the total equity shareholding.
The names of Companies which have become or ceased to be its Subsidiaries JointVenture or Associate Companies during the year
The Company during the Financial Year 2019-20 acquired 100% stake in ChokecherryMeadows Private Limited Willowtree Estates Private Limited through its wholly ownedsubsidiary Company i.e Anant Raj Projects Limited. The Company also acquired 100% stake inSpiritual Developers Private Limited and Adonai Home Private Limited through its whollyowned subsidiary Companies i.e Greenline Buildcon Private Limited and Century PromotersPrivate Limited respectively.
Chokecherry Meadows Private Limited Willowtree Estates Private Limited SpiritualDevelopers Private Limited and Adonai Home Private Limited therefore became the step downsubsidiaries of Anant Raj Limited during the Financial Year 2019-20. However during theyear Chokecherry Meadows Private Limited and Willowtree Estates Private Limited ceased tobe subsidiaries of Anant Raj Limited.
The Company has laid down policy on material subsidiary and the same is placed on thewebsite of the Company. The said policy may be accessed at the following weblink: http://www.nseprimeir.com/z_ANANTRAJ/files/POLICY_FOR_DETERMINING_MATERIAL_SUBSIDIARIES.PDF
None of the subsidiaries fall within the meaning of "Material Non-Listed IndianSubsidiary" as defined in the policy adopted by the Company.
32. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the Financial Year 2019-20have been prepared in accordance with the principles and procedures of Indian AccountingStandards 110 (Ind AS) as notified under the Companies (Ind As) Rules 2015 as specifiedunder section 133 of the Companies Act 2013 ("the Act"). In compliance toSection 129 of the Act read with rules made thereunder Consolidated Financial Statementsprepared on the basis of Audited Financial Statements received from subsidiary/ associatecompanies as approved by their respective Boards forms part of this report.
In compliance with section 129 of the Companies Act 2013 (Act) read with Rule 5 of theCompanies (Accounts) Rules 2014 statement containing the salient features of theFinancial Statements of the Subsidiaries Joint Ventures and Associate Companies of theCompany in form AOC-1 which forms part of the Director Report is annexed as
Pursuant to the provision of section 136 of the Act the Financial Statements andConsolidated Financial Statements along with relevant documents and separate AuditedAccounts in respect of subsidiaries are available on the website of the Company i.e.www.anantrajlimited.com
33. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
All the Independent Directors have given a declaration under section 149(7) of theCompanies Act 2013 confirming that they fulfil the criteria of independence as providedunder Section 149(6) of the Companies Act 2013 and Regulations 16(1)(b)& 25 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.
There has been no change in the circumstances which may affect their status asIndependent Director during the financial year under review.
34. BOARD MEETINGS
The Company has convened Five (5) meetings of the Board of Directors during theFinancial Year 2019-20. The meetings were held on May 30 2019 June 28 2019 August 122019 November 14 2019 and February 14 2020. The gap between any two consecutivemeetings was within the period as prescribed under Section 173 of the Company Act 2013.Details of the Board meetings are given in the Corporate Governance Report annexedherewith for the Financial Year ended March 31 2020.
The Board meeting dates were finalised in consultation with all directors and agendapapers backed up by comprehensive notes and details background information are circulatedwell in advance before the date of the meeting thereby enabling the Board to take informeddecision. The Board is also apprised about the important developments in industrysegments business operations marketing products etc.
35. INDEPENDENT DIRECTOR'S
As per requirement under the provisions of Section 178 of the Companies Act 2013 readwith Companies (Meetings of Board and its powers) Rules 2014 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 yours Company had adopted afamiliarisation programme for independent directors to familiarise them with the Companytheir role rights responsibilities in the Company nature of the industry in which theCompany operates business model management structure industry overview internalcontrol system and processes risk management framework functioning of various divisionsHR Management CSR activities etc.
Your Company aims to provide its Independent Directors insight into the Companyenabling them to contribute effectively. The Company arranges site visit for theDirectors giving them insight of various projects and Directors are also informed ofvarious developments relating to the industry on regular basis and are provided withspecific regulatory updates from time to time.
The details of familiarisation program may be accessed on the Company's websitewww.anantrajlimited.com
36. EVALUATION OF BOARD COMMITTEES AND DIRECTORS
As required under Section 134 (p) of the Companies Act 2013 and regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors had already approved the evaluation criteria for evaluating the performance ofthe Board of Directors its Committees and the performance of Independent Directors.
The performance evaluation of the Board its Committees and individual directors wasconducted and the same was based on questionnaire and feedback from all the directors onthe Board as a whole Committees and self evaluation.
As required under Regulation 17(10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board assessed the performance of the IndependentDirectors individually and collectively as per the criteria laid down and on an overallassessment the performance of independent directors was found noteworthy. The Board hastherefore recommended the continuance of independent directors on the Board of theCompany. Each of the Directors had evaluated the performance of the individual directorson the parameters such as qualification knowledge experience Initiative attendanceconcerns for the stakeholders leadership team work attributes effective interactionIndependent views and Judgement.
The Board of Directors have assessed performance of the Board as a whole and committeesof the Company based on the parameters which amongst other included Structure of theBoard including qualifications experience and competency of Directors diversity ofBoard and process of appointment; Meetings of Board including regularity and frequencyagenda discussion and dissent recording of minutes; functions of Board includingstrategy and performance evaluation corporate culture and value evaluation of riskssuccession plan focus on the shareholders' value creation effectiveness of Boardprocesses governance and compliance and meaning full communication high governancestandard knowledge of business openness of discussion/integrity and information andfunctioning and quality of relationship between the Board and management.
The members of the Audit Committee Nomination & Remuneration CommitteeStakeholder's Relationship Committee and Corporate Social Responsibility Committee werealso assessed on the above parameters and also in the context of the Committee'seffectiveness vis--vis the Companies Act and Listing Regulations.
The Criteria for evaluation of the Committee of Board included mandate and compositioneffectiveness of the Committee Structure of the Committee regularity and frequency ofmeetings agenda discussion and dissent recording of minutes and dissemination ofinformation independence of committee of the Board contribution to decisions of theBoard and quality of relationship of the Committee with the Board and Management.
Further as required under Schedule IV of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a Separate meeting of theIndependent Directors was convened whereat Independent Directors had evaluated theperformance of the Non- Independent Directors and the Board as a whole as parameters asenumerated above. They also reviewed performance of the chairman of the Company on theparameters such as effectiveness of leadership and ability to steer the meetingimpartiality commitment and ability to keep shareholders' interest in mind and alsoassessed the quality and timeline of flow of information between the Company managementand the Board that is necessary for the Board to effectively and reasonably perform itsduties.
The Nomination and Remuneration Committee & Audit Committee has also reviewed andconsidered the collective feedback of the whole of evaluation process.
37. INTERNAL FINANCIAL CONTROLS
The Company has in place an established internal financial control system to ensure theorderly and efficient conduct of its business the safeguarding of its assets theprevention and detection of frauds and errors and proper recording of financial &operation information compliance of various internal control and otherregulatory/statutory compliances. All internal audit findings and control systems areperiodically reviewed by the Audit committee of the Board of Directors which provides bythe Audit Committee of the
Board of Directors which provides strategic guidance on internal control.
The Company has further strengthened its internal financial control policies andprocedures to make them commensurate with the size and nature of operations of theCompany. The policies and procedures are also adequate for orderly and efficient conductof business of the Company. During the year under review these controls were tested andno significant weakness was identified either in the design or operation of the controls.
38. GREEN INITIATIVE
Electronic copies of the Annual Report 2019-20 and the Notice of the 35thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company/RTA. For members who have not registered their email addresses physicalcopies are sent in the permitted mode. In order to support Green Initiative the companyrequests those members who have yet not registered their e-mail address to register thesame directly with their Depository Participant in case shares are held in electronicform or with the company in case shares are held in physical form.
i) Statutory Auditors and their Report
In Compliance with the provisions of Sections 139 and other applicable provisions ofthe Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification (s) / re-enactment (s)/ amendment(s) thereof for the time being inthe force) M/s Vinod Kumar Bindal & Co. Chartered Accountant (Firm Registration No.003820N) were appointed as statutory auditors for a period of five consecutive yearscommencing from the conclusion of 32nd AGM (Annual General Meeting) held on 29thSeptember 2017 till the conclusion of 37th AGM subject to the ratification atthe Annual General Meeting in each of the subsequent years during the aforementioned termof their appointment.
However with the Notification dated May 7 2018 issued by the Ministry of CorporateAffairs (MCA') the first proviso to section 139 (1) of the Companies Act 2013pertaining to the requirement of annual ratification of appointment of Auditors by Membersis omitted.
Therefore at the ensuing Annual General Meeting members are not required to ratify theAuditor's appointment and M/s Vinod Kumar Bindal & Co. Chartered Accountant(Firm Registration No. 003820N) will continue to act as Auditors of the Companytill the conclusion of 37th Annual General Meeting.
As required under Regulation 33 of the SEBI (LODR) Regulations 2015 the StatutoryAuditors have confirmed that they hold a valid certificate issued by the Peer Review Boardof the Institute of Chartered Accountants of India.
The auditor report given by M/s Vinod Kumar Bindal & Co. Chartered AccountantsStatutory Auditors on the Financial Statements of the Company for the year ended 31stMarch 2020 forms part of the Annual Report. There has been no qualification reservationor adverse remarks or any Disclaimer in their report.
REPORTING OF FRAUDS:
Pursuant to the provision of Section 143 (12) of the Companies Act 2013 and Rulesframe thereunder that there have been no instance of fraud reported by the Auditorseither to the Company or to the Central Government.
As such there is nothing to report by the Board under section 134(3)(ca) of theCompanies Act 2013.
ii) Cost Auditors and Cost Audit Report
M/s Yogesh Gupta & Associates (Firm Registration No. 000373) was appointed as theCost Auditor to conduct the cost audit for the year ended 31st March 2020.
Further pursuant to the provisions of section 148 of the Companies Act 2013 read withthe Companies (Cost Records and Audit) Rules 2014 as amended and as per therecommendation of the Audit Committee the Board at their meeting held on September 142020 appointed M/s Yogesh Gupta & Associates (Firm Registration No. 000373) as CostAuditors of the Company for the financial year 2020-2021 to audit the cost records of theCompany. A resolution for ratification of the payment to be made for such appointmentforms part of the Notice of ensuing Annual General Meeting.
A certificate from M/s Yogesh Gupta & Associates Cost Accountants has beenreceived to the effect that their appointment as Cost Auditors of the Company if madewould be in accordance with the limits prescribed under Section 141 of the Companies Act2013 and the rules framed thereunder.
The cost audit report issued by the Cost auditor for the financial year ended 31stMarch 2019 was filed with the Registrar of Companies vide form CRA-4.
iii) Secretarial Auditors and Secretarial Report
Pursuant to the provisions of Section 204 of Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Ms. Priya Jindal Company Secretary in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit Report for the financial year ended March 312020 is annexed herewith as "Annexure VII".
Explanation to the observations in secretarial audit report: The Secretarial auditreport for the year 2019-20 contains following observations.
1. Non-compliance/ Delayed Compliance of one day under Regulation 31 of SEBI (LODR)Regulations 2015 for submission of Shareholding Pattern within the period provided underregulation for the quarter ended September 30 2019.
2. Non-compliance under Regulation 17(1) of SEBI (LODR) Regulations 2015 regardingComposition of Board of Directors. The BSE and NSE (Stock Exchanges) had levied the finefor the quarter ended June 30 2019.
3. Non-compliance / Delayed Compliance under Section 123 of the Companies Act 2013 forthe payment of dividend declared at the Annual General Meeting held on September 30 2019.
4. Non-Compliance/Delay Compliance under Regulation 44(3) of SEBI (LODR) Regulations2015 for submission of Voting results for the Court Convened Meeting.
In this regard it is submitted that
1. For the Quarter ended September 30 2019 the Company filed the Shareholding patternon October 22 2019 i.e. with a delay of one day.
2. The Company has received the Notice regarding the Non-Compliance with provisionspertaining to Board Composition (Regulation 17). As on April 01 2019 the composition ofBoard of Directors consisted of 9 Directors including 5 promoter Directors and 4Independent Directors. As per proviso to Reg. 17(1)(b) where the regular non-executivechairperson is a promoter of the listed entity at least half of the board of directors ofthe listed entity shall consist of Independent Directors. Therefore the Composition wasnot in compliance of Reg. 17(1). Both the Stock
Exchanges (BSE Limited & National Stock Exchange of India Limited) had levied thepenalty on the Company and the same was also paid to them.
One Promoter Director namely Ms. Chanda Sachdev resigned on May 22 2019. Hence theComposition is in Compliance with the Listing Regulations.
3. The Company made a delay of two days in the payment of Dividend to its Shareholders.Further No Dividend has been paid to the Promoter Group of the Company as the Promotersof the Company waived off the receipt of Dividend declared at the Annual General Meetingheld on September 30 2019.
4. The Company has received the Notice regarding the Non-Compliance/Delayed Compliancewith provisions pertaining to submission of voting results for the Court Convened Meetingunder Regulation 44(3) of SEBI (LODR) Regulations 2015. The meetings of EquityShareholders Secured Creditors and Unsecured Creditors for approving the Scheme ofArrangement was held on July 06 2019 as per the direction of Hon'ble NCLT. TheChairperson appointed by the Hon'ble NCLT submitted the report on 12th July2019 before the Hon'ble NCLT and thereafter provided the same along with scrutinizerreport to the Company. Proper Disclosure of the Voting results were made by the Company onthe Stock Exchange (s) and NSDL e-voting Portal and on the Website of the Company as soonas receipt of report from Chairperson appointed by the Hon'ble NCLT. The report thereforehad been disclosed in the Public Domain within 48 hours of receiving the report. Howeverboth the Stock Exchanges (BSE Limited & National Stock Exchange of India Limited) hadlevied the penalty on the Company. The Company filed Clarification/Representation inresponse to the notices received on November 19 2019.
Further pursuant to the Regulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with SEBI Circular No CIR/CFD/CMD1/27/2019 datedFebruary 08 2019 the Annual Secretarial Compliance Report for the financial year2019-2020 was filed with Stock Exchanges(s) i.e. BSE Limited and National Stock Exchangeof India Limited on September 17 2020.
Intermsofsection204oftheCompaniesAct2013 on the recommendation of the Audit Committeethe Board of Directors of the Company appointed Ms. Priya Jindal as the SecretarialAuditor of the Company for the financial year 2020-2021. The Company has received herconsent for the said appointment.
iv) Internal Auditors
The Board of Directors of your Company had appointed M/s G.K. Choksi & Co.Chartered Accountants as the Internal Auditors of the Company pursuant to the provisionsof Section 138 of the Companies Act 2013 for Financial Year 2019-2020 and the reports onperiodical basis submitted were place before the audit committee and Board of Directors.
The Board on the recommendation of the Audit Committee has appointed Mr. Vineet KumarChartered Accountant New Delhi as the Internal Auditors of the Company for the FinancialYear 2020-21.
40. Following policies are also adopted by the Board and are linked with the website ofCompany at www.anantrajlimited.com
1. Archival Policy on Preservation of Documents of the Company. URL for the same is:http://www.nseprimeir. com/z_ANANTRAJ/files/Archive_Policy.pdf
2. Policy on determination of materiality of the events/ information for makingdisclosure by the Company.
URL for the same is: http://www.nseprimeir.com/z_ANANTRAJ/files/Policy_on_Disclosures.pdf
3. Policy on preservation of records. The same may be assessed athttp://www.nseprimeir.com/z_ANANTRAJ/ files/Policy_on_Preservation_of_Records.pdf
4. Policy on determination of material subsidiary. The same may be assessed athttp://www.nseprimeir.com/z_ ANANTRAJ/files/POLICY_FOR_DETERMINING_MATERIAL_SUBSIDIARIES.PDF
5. Policy on code of conduct for the Board of Director and senior management personnel.The same may be assessed at http://www.nseprimeir.com/z_ANANTRAJ/files/Code%20of%20Conduct%20for%20Top%20 management.pdf
6. Policy on code of practices and procedures for fair disclosure of insider trading.The same may be assessed at http://www.nseprimeir.com/z_ANANTRAJ/files/Anantraj_Code_of_Conduct.pdf
41. SECRETARIAL STANDARD
The Company has complied with the Secretarial Standards I & II issued by theInstitute of Company Secretaries of India during the period under review.
42. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:
During the financial year under review no Corporate Insolvency Resolution Process(CIRP) was initiated against your Company under the Insolvency and Bankruptcy Code 2016(IBC) as amended.
Your Directors state that no disclosure or reporting in respect of the following itemsas there were no transactions/ events relating to these items during the year underreview:
(a) Issue of equity shares with differential rights as to dividend voting orotherwise.
(b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
(c) Neither Managing Director nor the Whole time Directors of the Company receive anyremuneration or commission from any of its subsidiaries.
APPRECIATIONS AND ACKNOWLEDGEMENTS
The Directors place on record their appreciation for the assistance help and guidanceprovided to the Company by the Bankers Financial Institution(s) and Authorities ofCentral and State Government(s) from time to time. The Directors also place on recordtheir gratitude to employees and shareholders of the Company for their continued supportand confidence reposed in the management of the Company.
| ||By order of the Board of Directors |
| ||For Anant Raj Limited |
| ||sd/- |
| ||Ashok Sarin |
|Place: New Delhi ||(DIN: 00016199) |
|Date: November 27 2020 ||Chairman |