Your Directors take pleasure in presenting their 37th(Thirty Seventh) Annual Report on the business and operations of your Company togetherwith the Audited Standalone and Consolidated Financial Statements for the financial yearended March 31 2022.
1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:
(Rs in lakhs)
|Particulars ||Standalone ||Consolidated |
| ||For the financial year ended March 31 2022 ||For the financial year ended March 31 2021 ||For the financial year ended March 31 2022 ||For the financial year ended March 31 2021 |
|Sales and other income ||40177.42 ||27551.15 ||50124.21 ||26962.81 |
|Profit before depreciation ||8389.53 ||4541.73 ||8819.28 ||2479.15 |
|Depreciation ||1455.90 ||1510.80 ||1666.65 ||1717.72 |
|Profit before Tax and after depreciation ||6933.63 ||3030.93 ||7152.63 ||761.43 |
|Provision for taxation ||1344.96 ||1019.50 ||2305.79 ||738.10 |
|Profit after tax ||5588.67 ||2011.43 ||4846.84 ||23.33 |
|Share of profit of an associate (net of tax) ||- ||- ||478.98 ||827.41 |
|Minority interest ||- ||- ||162.91 ||213.90 |
|Net Profit available for appropriation ||5588.67 ||2011.43 ||5488.73 ||1064.64 |
|Appropriations: || || || || |
|Proposed dividend ||354.12 ||295.10 ||354.12 ||295.10 |
|Dividend Tax ||- ||- ||- ||- |
|Transfer to debenture redemption Reserve ||- ||- ||- ||- |
|Earnings per Share [equity share of Rs 2] || || || || |
|-Basic earnings per share (in `) ||1.90 ||0.69 ||1.92 ||0.43 |
|-Diluted earnings per share (in `) ||1.73 ||0.69 ||1.74 ||0.43 |
|Dividend per share (in `) ||0.12 ||0.10 ||0.12 ||0.10 |
1) The above figures are extracted from the Standalone and ConsolidatedFinancial Statements prepared as per Indian Accounting Standards (Ind AS).
2. OPERATIONS REVIEW AND THE STATE OF COMPANY'S AFFAIRS
A. Operational and Financial Overview
The Company its subsidiaries and associates are primarily engaged inthe business of Construction and Development of Residential Commercial HospitalityAffordable Housing IT Parks and Data Centers.
The prime focus of the Company has always been executing and ensuringtimely completion and deliveries of all its projects being developed.
The Company during the year under review has posted Standalone NetProfit after tax of Rs 5588.67 lakhs as compared to Rs 2011.43 lakhs during the previousyear.
The Company during the year under review has posted Consolidated NetProfit after tax of Rs 5488.73 lakhs as compared to Rs 1064.64 lakhs during the previousyear.
Rental and Services Receipts
The consolidated Rental and Services receipts of the Company duringthe period under review were Rs 1973.77 lakhs as compared to Rs 1454.28 lakhs during theprevious year.
B. Future prospects and outlook of the Company
Between adapting to the pandemic's norms industry woes andgovernment policies the Indian real estate players foresee a robust demand for propertiesin 2022 and in near future. With the steady performance and quick revival the real estatesector regained the buyer's and investor's trust and further picked up thegrowth momentum.
Real estate experts have seen 2021 as a period of rapid transformation& growth. Developers too have invested in technology and digital channels to reach outto consumers in a more efficient way. The Company is no exception and reached out to theconsumers in every way possible which is shown by the results.
As we move into the new financial year the experts read the tea leavesand predict another optimistic year for the real estate sector. According to the KnightFrank report titled Real Estate Outlook 2022' India's realty sector isshowing signs of healthy growth in 2022.
India's real estate sector saw over 1700 acres of land deals inthe top 7 cities in one year. Foreign investments in the commercial real estate sectorwere at US$ 10.3 billion from 2017-21. As per ICRA estimates Indian firms are expected toraise > Rs 3.5 trillion (US$ 48 billion) through infrastructure and real estateinvestment trusts in 2022 as compared with raised funds worth US$ 29 billion to date.
The residential sector had an unprecedented year of growth with salesrising by 51% YoY at 232903 units across the top eight cities of the country. New homelaunches also saw a significant rise of 58% YoY with the addition of 232382 units in2021. Low interest rates improving affordability high savings and a resurging interestin homeownership due to space constraints imposed by the pandemic have been the primarydrivers of the revival in demand.
With the positive estimates for the real estate sector the Company isalso poised to grow at a much higher altitude due to presence in diversified asset class.
Impact of COVID-19
India's Economy suffered a major setback during the first and thesecond wave of the Covid-19 pandemic but now it is showing signs of steady recovery.
During the pandemic the Real estate sector was hampered in a big way.Now with the cases going down the vaccination drives picking up people returning tooffices preferring to have a house in organised societies/ townships and organisationsadapting to hybrid working models the Real-estate sub-sectors are expected to post ahealthy growth.
The real estate market will continue to move in a fast direction amidpent-up demand & preference of houses in organised societies/ colonies. Interest ratesalso have a major impact on the current boom. During these uncertain times homebuyers arescouting for projects that are spacious deploy sustainable materials and are givingpreference to self-sustaining societies.
As per latest report from CREDAI home prices in Delhi NCR haveincreased by 43% since the beginning of the pandemic in 2020 and year on year the pricesin Delhi NCR increased by about 11% as compared to last year.
The Company has always worked with focus on the execution and deliveryso as to smoothen the process of moving in by prospective buyers. As a result "AnantRaj Estate" Company's flagship residential township in Sector 63A near GolfCourse Extension Road Gurugram is witnessing increase in demand mainly due to shift inthought process where customers prefer ready to move in flats/floors/villas/ developedplots in well planned societies and integrated townships. Haryana Government has allowedhigher FAR resulting in extra Floor space in each residential building. This has made theflats more affordable.
The Company has fully paid additional land parcels adjoining to AnantRaj Estate in Sector 63A Gurugram Haryana on which it has applied for two licenses todevelop the residential projects i.e. Deen Dayal Jan Awas Yojna on 20.14 acres of land andGroup Housing Project on 5.43 acres of land. The initial approvals for these two projectshas already been received and company is planning to start monetization of these landparcels in Q1 of the FY-23 for Deen Dayal Jan Awas Yojna and in Q4 of the FY-23 for GroupHousing Project.
Govt. of India's insistence for placing Data of Banks/Companies/Government offices in Data Centers located in India has resulted into spurt indemand for Data Centers in India and this has come as a boon to the Company because theCompany has 5.50 million sq. ft. of ready space in the buildings already constructed andthe available space will be converted in to Data Centers. These buildings requireenhancing of security cover and installing power back-ups besides strengthening of thestructure to convert the ready buildings into Data Centers. Initially the Company hascommenced the development of Phase-1 Hyper-Scale Data Center at its ready IT building atIMT Manesar Gurugram Haryana through its wholly owned subsidiary Anant Raj Cloud Pvt.Ltd.
The Company's Wholly Owned Subsidiary Anant Raj Cloud Pvt. Ltd.has already received TIA-942 Rated 3 Certificate from the Telecommunications IndustryAssociation (TIA). Anant Raj Cloud Pvt. Ltd. will execute the O&M of the Data Center.Our Project is third project and the largest in North India to have this Certificate.
Affordable housing is another segment of the company which is a growingmarket. After successfully completing and delivering 2600 affordable units in NeemranaRajasthan (Anant Raj Aashray) under affordable housing the Company has commenced itssecond project "Anant Raj Aashray II" in Tirupati Andhra Pradesh forconstruction & Development of approx. 2000 affordable units. The company is also inprocess to commence another Housing project in Sector 36A Gurugram jointly with AdaniRealty.
The Company also holds prime land in Delhi and these land parcels arepoised for massive expansions due to recent changes in development norms for residentialand commercial spaces in coming year.
A segment wise operational brief is given below:
The Company's primary focus is on the development of theCompany's prime integrated residential and commercial development project viz. AnantRaj Estate at Sector 63A in South Gurugram. Total land owned by the Company isapproximately 175 acres in Sector 63A with a development potential of 7 million sq. ft.The Company has planned to acquire additional land in Sector 63A Gurugram to expand theexisting township in coming times.
The project is titled as "Anant Raj Estate" and it comprisesconstruction and development of luxury Villas Plots Residential flats Independentfloors and a Commercial complex. The Company is receiving positive response fromprospective buyers. This project alone is expected to add total value of Rs 6000 croresto the Company's total revenues which includes revenues from Joint Venture with BirlaEstates Private Limited. Anant Raj Estate is one of the ambitious project of the Companywhich has received one of the fastest partial completion certificates for around 70% ofthe total area. The Company recently got approval for development of another residentialcolony under Deen Dayal Jan Awas Yojna (DDJAY) on 20.14 acres of fully paid & ownedland. This new ambitious project will add more than Rs 750 crores of inventory in the formof residential & commercial plots. These plots are small in size & affordable formid segment buyers and are in great demand. The Company is expecting to monetize thisinventory in next 18 months to 24 months.
The Company has also got approval for development of Group Housingproject on approx. 5.43 acres of land at Sector 63A Gurugram Haryana in addition tocompany's entitlement to get Floor Index Ratio (FAR) of approx. 1 million sq. ft. onland being part of the planned roads of Sector 63A Gurugram. The Group Housing Projectwill be having approx. 1.00 million sq. ft. of saleable area and it is proposed to launchGH Project in Q4 of FY 23. The Company is expecting revenues of more than Rs 1500 croresfrom this project within a span of four years.
JOINT VENTURE WITH BIRLA ESTATES PRIVATE LIMITED
The Company has formed a joint venture LLP called "Avarna ProjectsLLP" (JV) (50:50 Limited Liability Partnership) with Birla Estates Private Limitedfor the development of a residential complex at Sector 63A Gurugram Haryana. The projectenvisages development of 764 luxury floors built on 191 plots in part of our integratedtownship Anantraj Estate Sector-63A Gurugram. The expected revenues of LLP would be Rs2350 crores over a period of 3 years. Tremendous response has been received and 100% ofthe inventory of 1st phase has been sold out amounting to Rs 624.00 crores. Phase II ofProject "Navaya" will be launched in Q1 of FY 23 for which RERA registration isalready obtained.
Affordable Housing Projects
Anant Raj is one of the pioneers in delivering affordable homes whichis in line with Hon'ble Prime Minister's vision of "Housing for all".
The Company on account of its expertise in affordable homes hasrecently bagged a project from APIIC (Andhra Pradesh Industrial InfrastructureCorporation) to develop & construct 2000 affordable homes in the holy city ofTirupati (Andhra Pradesh). The project is spread over an area of 10.14 acres in anindustrial colony developed by APIIC. The Construction of project will commence in Q1 ofFY2022-23 with a completion target by FY2025-26. The company plans to develop 2BHK unitswith a targeted sale price of Rs 12-15 lakhs only per unit.
In the past the Company has successfully delivered 2600 affordablehomes in the State of Rajasthan in an industrial colony developed by RIICO (RajasthanState Industrial Development and Investment Corporation) in Neemrana Rajasthan.
(i) IT Park Manesar Gurugram
The Company has completed its IT Park situated at Manesar Haryanawhich is operational and generating revenues. This location being nearer to Gurugram iscoming up as a major Silicon hub. Proposed connectivity to Manesar by Metro rail serviceswill make it into one of the prominent locations. UID and NXTRA (Airtel Data Center) DataCenters have already come up in the vicinity of our IT Park.
Total developed area is around 1.8 million square feet on 10 acres ofland area against which leasable area is 1.2 million sq. feet including 40000 sq. feet ofretail space. The Company has all the necessary approvals such as Environment ClearanceFire Certificate CC and other HSIIDC regulatory approvals for the building. Based onthis TIA approval for Rated 3 has been obtained for setting up a 21 MW Data Center at thefacility.
The Company has already commenced work for setting up of the DataCenter and 3 MW is poised to be operational within Q2 of FY 2022-23 out of proposed DataCenter of 21 MW capacity expandable upto 50 MW. The projected annual rental revenue willbe more than Rs 200 crores at capacity of 21 MW. The Company is also planning to get aMeitY empanelment (accreditation) and get listed in a Government Cloud Services Directory.
(ii) IT Park Panchkula Haryana
The Company is developing an IT Park with space of 1.6 million sq. feeton land area of 9.23 acres through its subsidiary Company Rolling Construction PrivateLimited. As against this leasable area would be around 1.1 million square feet. InPhase-I the company has developed & constructed an area of 6 lakhs sq. feet which isleased to reputed commercial clients including first Call Center of Amazon in North India.
Now to achieve maximum benefit from the available space in thebuilding the Company has plans to develop Tier III Data Center by providing securitysupport power back-up and strengthening of the structure. Besides this additional 5.25acres of land is available for development into a green field project with FSI of 0.6million sq. feet for a Data Center having 40 MW capacity.
(iii) IT SEZ RAI Sonepat Haryana
Total developable area in Rai building is 5.10 million sq. feet on 25acres of the land allotted to it by HSIIDC (Haryana State Industrial and InfrastructureDevelopment Corporation).
The Company has completed construction & development of phase-1 ofIT SEZ Project comprising 2.1 million square feet against which 1.4 million sq. feet isleasable. The Company is also planning to develop a Tier III Data Center in existingbuilding and a Tier IV Data Center with 100 MW Load capacity on 15 acres of land as agreen field project. Power supply from two grids is available presently to cater theadditional power requirement of the data Center.
(iv) Office Building
The Company through its associate Company has developed an OfficeBuilding at Sector 44 Gurugram Haryana. Total developed area on 8400 sq. mts. land is210000 sq. ft. The building is fully leased out to various tenants.
c) Warehousing Project
The Company is planning to develop fully paid free hold land parcels inDelhi & Haryana as Warehousing projects within a span of five years. The developmentof Warehousing projects will be based on international standards and modern agerequirement.
The Company is conscious of the increasing demand for Hospitality andConvention facilities in the National Capital and has decided to develop sizeableportfolio of its Hotel and Hospitality land parcels in New Delhi. The Company intends todevelop these Projects for mixed land use development to provide to the community HotelHospitality Convention and Commercial facilities at multiple locations in New Delhi. TheCompany's hotel projects are situated in premium Hospitality Banquet and Conventiondistricts of New Delhi admeasuring individually from 5 to 7.5 acres. Some of theseprojects such as Hotel Stellar Hotel Bel-LA monde are presently being operated by Thirdparty operators on long term leases.
As per the current policy guidelines developable area has beenenhanced for these properties by almost 10 times. The Company has proposed to transferthese destinations into socio-economic hubs with a variety of development in diverse areasby availing additional developable area allowed by the concerned authorities.
3. IND AS STANDARDS
The Company had adopted IND AS with effect from 1st April 2016pursuant to a notification dated February 15 2015 under section 133 of the Companies Act2013 (hereinafter referred to as "Act") issued by the Ministry of CorporateAffairs notifying the Companies (Indian Accounting Standard) Rules 2015. The Company haspublished Audited Financials based on IND AS for the financial year ended March 31 2022along with comparable financials for the year ended March 31 2021.
The Quarterly results published by the Company from time to time inaccordance with Listing Regulations for the financial year ended March 31 2022 were 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 theshares of the Company are listed.
The estimates and judgements relating to the Financial Statements aremade on a prudent basis so as to reflect in a true and fair manner the form andsubstance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the financial year ended March 31 2022. The Notes to theFinancial Statements adequately cover the Standalone and Consolidated Audited Statementsand form an integral part of this Report.
4. TRANSFER TO RESERVES
The Company has transferred a sum of Rs 20 crores to the Reserve forthe financial year ended March 31 2022.
5. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of section 124 of the Act read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (IEPF Rules') (including any statutory modification(s)/re-enactment(s)/amendments(s) thereof for the time being in force) the dividend whichremains unclaimed/unpaid for a period of seven years from the date of transfer to theunpaid dividend account of the Company is required to be transferred to the InvestorEducation and Protection Fund (IEPF') established by the Central Government. Asper the IEPF Rules the corresponding shares in respect of which dividend has not beenpaid or claimed by the Members for seven (7) consecutive years or more shall also betransferred to the dematerialized account created by the IEPF authority.
The said requirement does not apply to shares in respect of which thereis a specific order of Court Tribunal or Statutory Authority restraining any transfer ofthe shares.
The Company had accordingly transferred a sum of
Rs 418511/- (Rupees Four lakhs Eighteen Thousand Five Hundred ElevenOnly) in the unpaid / unclaimed dividend for the financial year 2013-14 to the InvestorEducation and Protection Fund (IEPF) established by the Central Government.
Further in compliance with the provisions laid down in IEPF Rules theCompany had sent individual notices and also advertised in the newspapers seeking actionfrom the members who have not claimed their dividends for seven (7) consecutive years ormore.
Accordingly the Company had transferred all corresponding shares onwhich dividend remained unclaimed for a period of seven (7) years from 2013-14 to theDemat Account of the IEPF. It may please be noted that no claim shall lie against theCompany in respect of share(s) transferred to IEPF pursuant to the said Rules.
Members/claimants whose shares unclaimed dividends have beentransferred to the IEPF Demat account of the fund as the case may be may claim theshares or apply for refund by making an application to IEPF Authority in form IEPF-5(available on http: www.iepf.gov.in).
The statement containing details of Name Address Folio number Demataccount No. and number of shares transferred to IEPF demat account is made available onour website www.anantrajlimited.com.
The shareholders are encouraged to verify their records and claim theirdividends of the preceding seven years if not claimed.
The Board of Directors of your Company subject to approval ofshareholders at the ensuing Annual General Meeting has recommended final dividend @ 6%(Re. 0.12 per equity share of Rs 2/- each) for the financial year ended March 31 2022.The cash outflow on account of dividend will be Rs 354.12 lakhs.
Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as ListingRegulations') requires top one thousand listed companies to formulate a dividenddistribution policy. Accordingly as per the provisions of Listing Regulations theCompany had formulated a Dividend Distribution Policy.
The Dividend Distribution Policy is available on the website of theCompany i.e. www.anantrajlimited.com can be accessed at the weblink
https://www.primeinfobase.in/z ANANTRAJ/files/ Anantraj DividendDistribution Policy.pdf
7. SHARE CAPITAL
The paid-up share capital as on March 31 2022 was
Rs 590192670 divided into 295096335 equity shares of Rs 2/- each.During the year under review the Company has neither issued shares with or withoutDifferential Voting Rights nor granted Stock Options nor issued Sweat Equity.
Preferential Issue of Warrants:
The Board at its meeting held on March 3 2021 approved the raising offunds for an amount of Rs 1634150000/- by way of issuing 29000000 (Two crores Ninetylakhs) Fully Convertible Warrants at an issue price of Rs 56.35/- (Rupees Fifty Six andPaisa Thirty Five Only) on a preferential basis to identified investors classified underPromoter & Promoter Group' and Non-Promoter' Category("allottees") in accordance with the provisions of the Act read with SEBI(Issue of Capital and Disclosure Requirements) Regulations 2018 which was furtherapproved by the shareholders of the Company at the Extra-Ordinary General Meeting held onApril 21 2021.
Consequently the Board at its meeting held on May 5 2021 allotted theaforesaid 29000000 (Two crores Ninety lakhs) Fully Convertible Warrants of face valueof Rs 2/-(Rupees Two) each on receipt of 25% of the issue price from the allotteescarrying a right to subscribe to one equity share per warrant for cash at an issue priceof Rs 56.35/- (including premium of Rs 54.35/-) per warrant on preferential basis toallottees on receipt of 100% of issue price from the allottees in accordance with theprovisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018.
The Board at its meeting held on December 25 2021 approved the raisingof funds by issuance of 4750 (Four Thousand Seven Hundred Fifty) secured unlistedredeemable non-convertible debentures (Debentures') having face value of Rs1000000/- (Rupees Ten lakhs Only) each at par aggregating upto Rs 4750000000/-(Rupees Four Hundred and Seventy Five crores Only) in one or more tranches on privateplacement basis to the Eligible Investor(s) i.e. Touchstone Trust Scheme II.
Thereafter the Board at its meeting held on January 4 2022 allottedthe aforesaid 4750 (Four Thousand Seven Hundred Fifty) Debentures bearing face value ofRs 1000000/- (Rupees Ten lakhs Only) each aggregating to Rs 4750000000 (Rupees FourHundred and Seventy Five crores Only) partly paid-up (payment in two tranches) onprivate placement basis to the Eligible Investor(s) on the receipt of Tranche Asubscription amount.
Further the Board at its meeting held on March 28 2022 consideredand approved the proposal requesting for the Final Call' of Rs 4000000000(Rupees Four Hundred crores Only) with respect to such debentures which were received onMarch 31 2022.
The funds raised through the above referred issues were duly utilizedtowards the specific purpose(s) for which such funds were raised.
9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Company's Board of Directors as on March 31 2022 consisted ofseven (7) Directors comprising Executive and Non-Executive Directors. Out of the seven (7)Directors four (4) are Non-Executive Independent Directors and three (3) are ExecutiveDirectors.
Sh. Amit Sarin is the Managing Director Sh. Aman Sarin is the WholeTime Director and Chief Executive Officer and Sh. Ashim Sarin is the Whole Time Directorand Chief Operating Officer of the Company. The other four (4) Directors i.e. Sh.Brajindar Mohan Singh Sh. Rajesh Tuteja Sh. Maneesh Gupta and Mrs. Kulpreet Sond are theNon-Executive Independent Directors of the Company.
During the period under review none of the Non-Executive Directors ofthe Company had any pecuniary transactions with the Company apart from sitting fees paidto Non-Executive Directors for attending the meeting of the Board of Directors as andwhen it happens.
Upon the recommendation of Board the shareholders of the Company atthe Extra-ordinary General Meeting held on April 21 2021 appointed (i) Sh. Amit Sarinwho was holding the position of Whole Time Director and Chief Executive Officer as theManaging Director of the Company for a period of five years w.e.f January 1 2021 (ii) Sh.Aman Sarin the current Chief Operating Officer as the Whole-Time Director and ChiefExecutive Officer of the Company for a period of five years w.e.f. January 1 2021 (iii)Sh. Ashim Sarin the current Chief Operating Officer as Whole Time Director and ChiefOperating Officer of the Company for a period of five years w.e.f. January 1 2021 (iv)Sh. Rajesh Tuteja as Non-Executive-Independent Director of the Company for a period offive years w.e.f. January 1 2021 (iv) Mrs. Kulpreet Sond as Non-Executive IndependentWoman Director of the Company for a period of five years w.e.f. January 25 2021.
None of the Directors of your Company is disqualified under theprovisions of section 164 (2)(a) and (b) of the Act.
In accordance with the provisions of section 152 of the Act and Article120 of Article of Association read with Companies (Appointment and Qualifications ofDirectors) Rules 2014 Sh. Amit Sarin (DIN: 00015837) retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment.
Sh. Ashok Sarin Founder of the Anant Raj Group and Executive Chairmanof the Company left for his heavenly abode on August 22 2021. He was the epitome of highintegrity and ethical values. Under his leadership hard work and vision the Company hasgrown and prospered. The Company places on record its sincere gratitude and appreciationfor the contribution and valuable guidance given by him. The Company pledges tocontinually grow under his ethical principles with dedication and hard work.
Key Managerial Personnel
Save as otherwise provided above there was no change in the KeyManagerial Personnel of the Company.
As per the requirement under the provisions of section 203 of the Actthe following are the Key Managerial Personnel (KMP') of the Company as on thedate of this report:
I. Sh. Amit Sarin (DIN: 00015837)- Managing Director;
II. Sh. Aman Sarin (DIN: 00015887)- Whole Time Director & ChiefExecutive Officer;
III. Sh. Ashim Sarin (DIN: 00291515)- Whole Time Director & ChiefOperating Officer;
IV. Sh. Pankaj Kumar Gupta -Chief Financial Officer; and
V. Sh. Manoj Pahwa-Company Secretary.
10. CHANGE IN THE NATURE OF BUSINESS IF ANY
During the period under review there has been no change in the natureof business of the Company.
11. MATERIAL CHANGE AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;
Except the changes specifically described in this report there havebeen no material changes and commitments affecting the financial position of the Companywhich have occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.
12. CREDIT RATING
The Credit rating agency Infomerics Ratings had assigned thecredit rating IVR BB+/Positive Outlook (IVR Double B Plus with PositiveOutlook)' to the Company for its long term bank facilities.
13. LISTING OF SHARES
The Company's equity shares are listed with BSE Limited andNational Stock Exchange of India Limited. The annual listing fee for the financial year2022-23 for both the Stock Exchanges has been paid.
During the year under review your Company has neither accepted norrenewed any deposits from the public in terms of provisions of section 73 of the Act readwith the Companies (Acceptance of Deposits) Rules 2014.
The Company's properties including building plant and machinerystocks 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 theprovisions of section 186 of the Act read with Companies (Meetings of Board and itsPowers) Rules 2014 are given in the Financial Statements of the Company for the financialyear ended March 31 2022. Please refer to Note Nos. 4 6 and 45 of the StandaloneFinancial Statements for the financial year ended March 31 2022 for further details.
17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant & material orders passed by theRegulators against the Company during the financial year under review.
18. RELATED PARTY TRANSACTIONS AND
POLICY ON RELATED PARTY TRANSACTIONS
During the financial year ended March 31 2022 all the contracts orarrangements or transactions that were entered into with related party as defined underthe Act and regulation 23 of Listing Regulations were on an arm's length basis andin the ordinary course of business. However pursuant to Regulation 23(2) of ListingRegulations prior approval of the Audit Committee was sought for entering into relatedparty transactions.
Further the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Thus disclosure inform AOC-2 is not required.
The Board has formulated policy on dealing with Related PartyTransactions and it may be accessed on the website of the Company at the weblink:https://www.primeinfobase.in/z ANANTRAJ/files/Policy on Related PartyTransactions.pdf
The Board draws attention of the Members to Note No. 45 and 44 of theStandalone and Consolidated Financial Statements respectively which sets out therequisite disclosures on related parties and transactions entered into with/by them etc.
19. RISK MANAGEMENT POLICY
In compliance with the requirement of the Act 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 businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decision on risk related issues. As on the date of this report there is no elementof risk which may threaten the existence of the Company.
The Board has formulated policy on Risk Management and the same may beaccessed at the web-link: https://www.primeinfobase.in/z ANANTRAJ/files/RiskManagement Policy.pdf
During the financial year ended March 31 2022 no changes were carriedout in the risk management policy.
20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance to section 177(9) & (10) of the Act and regulation 22of the Listing Regulations the Company has established a "Vigil Mechanism" forits employees and Directors enabling them to report any concerns of unethical behavioursuspected fraud or violation of the Company's code of conduct.
To this effect the Board has adopted a "Whistle BlowerPolicy" (WBP) which is overseen by the Audit Committee. The policy providessafeguards against victimization of the whistle blower. Employees and other shareholdershave direct access to the Chairman of the Audit Committee for lodging concern if any forreview.
The Board has formulated policy on Whistle Blower and the same may beaccessed at the web-link
https://www.primeinfobase.in/z ANANTRAJ/files/ Anantraj whistle blowerpolicy.pdf
21. CONSERVATION OF ENERGY
TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Information relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo pursuant to section 134(3)(m) of theAct read with the Companies (Accounts) Rules 2014 is enclosed as Annexure-I 'and forms part of this Report.
22. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures pertaining to remuneration and other details as requiredunder section 197 (12) of the Act read with Rules 5(1) (2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed to thisReport as Annexure II and Annexure III'.
23. COMMITTEES OF BOARD
(i) Audit Committee
In terms of section 177 of the Act and regulation 18 of the ListingRegulations Your Company has in place Audit Committee of Board of Directors. The meetingwas re-constituted on September 20 2021. Sh. Amit Sarin was appointed as a member of theCommittee in place of Sh. Ashok Sarin who passed away on August 22 2021.
As on March 31 2022 its composition is as follows:-
|S. No. ||Name of the Committee Members ||Category of Directorship ||Designation |
|1 ||Sh. Maneesh Gupta ||Non-Executive & Independent Director ||Chairman |
|2 ||Sh. Amit Sarin ||Executive Director ||Member |
|3 ||Sh. Brajindar Mohan Singh ||Non-Executive & Independent Director ||Member |
The terms of reference of Audit Committee are confined to Act ®ulation 18 of the Listing Regulations read with Part-C of Schedule II.
The Audit Committee met five (5) times during the financial year. Thedetails of meetings with attendance thereof and terms of reference of Audit Committee havebeen provided in the Corporate Governance Report which forms part of this Report.
Further during the financial year the Board has accepted all therecommendations of the Audit Committee.
For further details please refer to the Corporate Governance Reportwhich forms part of this report.
(ii) Stakeholder's Relationship Committee
The Company has also formed Stakeholder's Relationship Committeein compliance to the Act & Listing Regulations. The details about the composition ofthe said committee of the Board of Directors along with attendance thereof have beenprovided in the Corporate Governance Report which forms part of this Report.
(iii) Share Transfer Committee
The Company has also formed Share Transfer Committee in compliance tothe Act & Listing Regulations. The details about the composition of the said committeeof the Board of Directors along with attendance thereof have been provided in theCorporate Governance Report which forms part of this Report.
(iv) Nomination and Remuneration Committee
In terms of section 178 of the Act read with Companies (Meetings ofBoard and its Powers) Rules 2014 and regulation 19 of the Listing Regulations yourCompany has in place duly constituted Nomination and Remuneration Committee of the Boardof Directors. The details of the composition of the committee along with other details areavailable in the Corporate Governance Report which forms part of this Report.
The Company believes that building a diverse and inclusive culture isintegral to its success. A diverse Board among others will enhance the quality ofdecisions by utilising different skills qualifications professional experience andknowledge of the Board members necessary for achieving sustainable and balanceddevelopment. In terms of Listing Regulations and Act the Company has in place Nomination& Remuneration Policy.
The said Policy of the Company inter alia provides that theNomination and Remuneration Committee shall formulate the criteria for appointment ofExecutive Non-Executive and Independent Directors on the Board of Directors of theCompany and persons in the Senior Management of the Company their remuneration includingdetermination of qualifications positive attributes independence of directors and othermatters as provided under sub-section (3) of Section 178 of the Act (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force). ThePolicy also lays down broad guidelines for evaluation of performance of Board as a wholeCommittees of the Board individual Directors including the Chairperson and theIndependent Directors. The Policy encourages the appointment of women at senior executivelevels and thereby promoting diversity. The Policy is designed to attract recruit retainand motivate best available talent.
The said policy is available on the website of the Company at:
https://www.primeinfobase.in/z ANANTRAJ/files/ Nomination andRemuneration and Board Diversity Policy.pdf
There were no changes carried out in the Policy during the financialyear under review.
It is hereby affirmed that the Remuneration paid is as per theRemuneration Policy of the Company.
(v) Corporate Social Responsibility (CSR) Committee
In terms of section 135 of the Act and rules framed thereunder theCompany has constituted a Corporate Social Responsibility (CSR) Committee to recommend andmonitor expenditure on CSR. The CSR Committee has been re-constituted on September 202021. Sh. Aman Sarin was appointed as a member of committee in place of Sh. Ashok Sarinwho passed away on August 22 2021.
Composition of Corporate Social Responsibility Committee as on March31 2022:
|Name of the Committee Members ||Category of Directorship ||Designation |
|Sh. Brajindar Mohan Singh ||Non-Executive & Independent Director ||Chairman |
|Sh. Amit Sarin ||Executive Director ||Member |
|Sh. Aman Sarin ||Executive Director ||Member |
During the financial year the Board on the recommendation of theCorporate Social Responsibility Committee to align with the requirements of the Companies(Corporate Social Responsibility Policy) Amendment Rules 2021 issued by Ministry ofCorporate Affairs reviewed and adopted the revised Corporate Social ResponsibilityPolicy effective from May 28 2021 which is available on the Company's website at
https://www.primeinfobase.in/z ANANTRAJ/files/ Corporate SocialResponsibility.pdf
The Policy lays emphasis on transparent monitoring mechanism forensuring implementation of the projects undertaken/ proposed to be undertaken by theCompany in accordance with the overall objective of the CSR policy.
An annual action plan as per Companies (Corporate Social ResponsibilityPolicy) Amendment Rules 2021 notified vide MCA Circular dated January 22 2021 has alsobeen recommended by the CSR Committee of the Board.
The Annual Report on CSR activities containing the requisite detailsincluding brief outline of the Policy CSR expenditure details reason for not spendingthe CSR amount etc. is given as Annexure- IV' which forms part of thisReport.
(vi) Finance and Investment Committee
The Company has constituted the Finance and Investment Committee tomonitor consider and approve the matters relating to borrowing of funds from banksfinancial institutions etc. The committee is further authorised to approve investments ofCompany. The details of this committee are given in Corporate Governance Report whichforms part of this Report.
(vii) Risk Management Committee:
Regulation 21 of Listing Regulations requires top 1000 listedCompanies based on market capitalization as on March 31 of preceding financial year toconstitute Risk Management Committee of Board.
Accordingly your Company has constituted a Risk Management Committeeon June 30 2021 consisting of members of Board of your Company and an IndependentDirector to identify and assess business risks and opportunities. The details of thiscommittee are given in Corporate Governance Report which forms part of this report.
24. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Act 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 2022:
(a) that in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) that the directors had selected such accounting policies andapplied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the Company for that period;
(c) that the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) that the directors had prepared annual accounts for the financialyear ended March 31 2022 on a going concern basis;
(e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; and
(f) that the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
25. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the financial yearunder review as stipulated under the Listing Regulations is annexed and forms part ofthis Report.
26. CORPORATE GOVERNANCE REPORT
As per the requirement of regulation 34(3) read with Schedule V ofListing Regulations a Report on Corporate Governance is annexed which forms part of thisReport.
A certificate from the Statutory Auditors of the Company regardingcompliance of the conditions stipulated for Corporate Governance as required under ClauseE of Schedule V read with regulation 34 (3) of the Listing Regulations is annexed hereto.
A declaration by the Chief Executive Officer addressed to the membersof the Company pursuant to Part D of Schedule V read with regulation 34 (3) Chapter IV ofthe Listing Regulations regarding adherence to the Code of Conduct by the members of theBoard and by the members of the Senior Management Personnel of the Company is also annexedhereto.
27. BUSINESS RESPONSIBILITY REPORTING
Regulation 34 (2) (f) of the Listing Regulations requires top onethousand listed companies to prepare and present a Business Responsibility Report(BRR') to its stakeholders in the prescribed format describing the initiativestaken by the Company on environmental social and governance perspective. Hence theBusiness Responsibility Report of the Company for the financial year ended March 31 2022has been provided separately and forms part of this Report.
28. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace andhas formulated a policy on Prevention Prohibition and Redressal of Sexual Harassment atthe workplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and rules there under. The Policy aimsto provide protection to employees at the workplace and prevent and redress complaints ofsexual harassment 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 were/are sensitized about the provisions of the saidAct. The Company believes in providing safe working place for the Women in the Company andadequate protection are given for them to carry out their duties without fear or favour.
The Company has also constituted an internal Complaints Committee toinquire into complaints of sexual harassment and recommend appropriate action.
Disclosures pursuant to the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and ListingRegulations are as under:
|Sr. No. ||Particulars ||No. of Complaints |
|(1) ||Number of complaints filed during the financial year ||NIL |
|(2) ||Number of complaints disposed off during the financial year ||NIL |
|(3) ||Number of complaints pending as on the end of the financial year ||NIL |
29. ANNUAL RETURN
Pursuant to the provisions of section 92 (3) read with section 134 (3)(a) of the Act and rules framed thereunder the Annual Return for the financial yearended March 31 2022 is available on the website of the Company and can be accessedthrough the web link
https:/ /w w w.p rim e in fo b a s e . in / Pa g e s / R e p o r t s .aspx?value=AENgE/Vn%20%20XM600MSHCcMw==
30. SUBSIDIARIES AND GROUP COMPANIES
As on March 31 2022 your Company has thirty one (31) wholly ownedsubsidiaries three (3) step down subsidiaries and three (3) companies in which theCompany holds more than 50% of the total equity shareholding.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITSSUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR
The Company during the financial year ended March 31 2022incorporated two wholly owned Subsidiaries namely
Anant Raj Digital Private Limited and Ashok Cloud Private Limited.
During the financial year the Company disposed of 50% of its stake inwholly owned subsidiary i.e. Romano Projects Private Limited. Consequently it ceased tobe the subsidiary of Company and became associate of the Company. Consequently being awholly owned subsidiary of Romano Projects Private Limited Saiguru Buildmart PrivateLimited also ceased to be step down subsidiary of Company.
The Company has laid down policy on material subsidiary and the same isplaced on the website of the Company. The said policy may be accessed at the followingweblink:
https://www.primeinfobase.in/z ANANTRAJ/files/ POLICY FOR DETERMININGMATERIAL SUBSIDIARIES.PDF
None of the subsidiaries fall within the meaning of "MaterialNon-Listed Indian Subsidiary" as defined in the policy adopted by the Company.
31. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the financialyear ended March 31 2022 have been prepared in accordance with the principles andprocedures of Indian Accounting Standards 110 (Ind AS) as notified under the Companies(Ind As) Rules 2015 as specified under Section 133 of the Act. In compliance to Section129 of the Act read with rules made thereunder Consolidated Financial Statements preparedon the basis of Audited Financial Statements received from subsidiary/associate companiesas approved by their respective Boards forms part of this Report.
In compliance with section 129 of the Act read with Rule 5 of theCompanies (Accounts) Rules 2014 a 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 this Report is annexed as Annexure-V'.
Pursuant to the provision of section 136 of the Act the FinancialStatements and Consolidated Financial Statements along with relevant documents andseparate Audited Accounts in respect of subsidiaries are available on the website of theCompany i.e. www.anantrajlimited.com
32. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
All the Independent Directors have given a declaration under section149(7) of the Act confirming that they fulfil the criteria of independence as providedunder section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies(Appointment and Qualification of Directors) Rules 2014] and regulations 16(1)(b) &25 of Listing Regulations.
All the Independent Directors of the Company have registered themselvesin the data bank maintained with the Indian Institute of Corporate Affairs Manesar(IICA'). In terms of section 150 of the Act read with rule 6(4) of theCompanies (Appointment & Qualification of Directors) Rules 2014 the IndependentDirectors are required to undertake online proficiency self-assessment test conducted bythe IICA within a period of two (2) year from the date of inclusion of their names in thedata bank. The Independent Directors whosoever is required shall undertake the saidproficiency test.
In the opinion of the Board all Independent Directors possess strongsense of integrity and having requisite experience (including proficiency) qualificationskills and expertise as well as independent of the management. For further details pleaserefer Corporate Governance Report.
There has been no change in the circumstances which may affect theirstatus as Independent Director during the financial year under review.
33. BOARD MEETINGS
The Company has convened nine (9) meetings of the Board of Directorsduring the financial year ended March 31 2022. The meetings were held on May 05 2021June 30 2021 August 14 2021 September 20 2021 November 12 2021 December 25 2021January 04 2022 February 14 2022 and March 28 2022. Details of the Board meetings aregiven in the Corporate Governance Report annexed herewith for the financial year endedMarch 31 2022.
The Board meeting dates were finalised in consultation with alldirectors and agenda papers backed up by comprehensive notes and detailed backgroundinformation is circulated well in advance before the date of the meeting thereby enablingthe Board to take informed decision. The Board is also apprised about the importantdevelopments in industry segments business operations marketing products etc.
34. ANNUAL EVALUATION OF BOARD COMMITTEES AND DIRECTORS
As required under Section 134(3)(p) of the Act and regulation 17 ofListing Regulations the Board of Directors had already approved the evaluation criteriafor evaluating the performance of the Board of Directors its Committees and theperformance of Independent Directors.
The performance evaluation of the Board its Committees and individualdirectors was conducted and the same was based on questionnaire and feedback from all thedirectors on the Board as a whole Committees and self evaluation.
As required under regulation 17(10) of Listing Regulations the Boardassessed the performance of the Independent Directors individually and collectively asper the criteria laid down and on an overall assessment the performance of IndependentDirectors was found noteworthy. The Board has therefore recommended the continuance ofIndependent Directors on the Board of the Company. Each of the Directors had evaluated theperformance of the individual Directors on the parameters such as qualificationknowledge experience initiative attendance concerns for the stakeholders leadershipteam work attributes effective interaction Independent views and Judgement.
The Board of Directors have assessed performance of the Board as awhole and committees of the Company based on the parameters which amongst other includedstructure of the Board including qualifications experience and competency of Directorsdiversity of Board and process of appointment; Meetings of Board including regularity andfrequency agenda discussion and dissent recording of minutes; functions of Boardincluding strategy and performance evaluation corporate culture and value evaluation ofrisks succession plan focus on the shareholders' value creation effectiveness ofBoard processes 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 & RemunerationCommittee Stakeholder's Relationship Committee and Corporate Social ResponsibilityCommittee were also assessed on the above parameters and also in the context of theCommittee's effectiveness vis-?-vis the Act and Listing Regulations.
The Criteria for evaluation of the Committee of Board included mandateand composition effectiveness of the Committee structure of the Committee regularityand frequency of meetings agenda discussion and dissent recording of minutes anddissemination of information independence of committee of the Board contribution todecisions of the Board and quality of relationship of the Committee with the Board andManagement.
Further as required under Schedule IV of the Act and ListingRegulations a separate meeting of the Independent Directors was convened whereatIndependent Directors had evaluated the performance of the Non- Independent Directors andthe Board as a whole as parameters as enumerated above.
The Nomination and Remuneration Committee & Audit Committee hasalso reviewed and considered the collective feedback of the whole of evaluation process.
Results of all such above referred evaluations were found satisfactory.
35. INTERNAL FINANCIAL CONTROLS
The Company has in place an established internal financial controlsystem with reference to the Financial Statements and as referred under section 134(5)(e)of the Act to ensure the orderly and efficient conduct of its business the safeguardingof its assets the prevention and detection of frauds and errors and proper recording offinancial & 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 providesstrategic guidance on internal control.
The Company has further strengthened its internal financial controlpolicies and procedures to make them commensurate with the size and nature of operationsof the Company. The policies and procedures are also adequate for orderly and efficientconduct of business of the Company. During the financial year under review these controlswere tested and no significant weakness was identified either in the design or operationof the controls.
36. GREEN INITIATIVE
Electronic copies of the Annual Report 2021-22 and the Notice of the 37thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company/RTA. The hard copy of Annual Report 2021-22 will be sent only to thoseshareholders who request for the same.
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
M/s Vinod Kumar Bindal & Co. Chartered Accountants (FirmRegistration No. 003820N) were appointed as statutory auditors of the Company for aperiod of five consecutive years to hold office from the conclusion of 32ndAnnual General Meeting held on 29th September 2017 until the conclusion ofensuing 37th Annual General Meeting.
The Board on the recommendation of the Audit Committee recommendedthe appointment of M/s Ranjana Vandana & Co. Chartered Accountants (FirmRegistration No. 008961C) as the statutory auditors of the Company in place of theretiring auditors M/s Vinod Kumar Bindal & Co. for a term of five consecutive yearsfrom the conclusion of the ensuing 37th Annual General Meeting of the Companytill the conclusion of the 42nd Annual General Meeting to be held in the year2027 for the approval of the members of the Company. Requisite resolution regarding theirappointment is included in the Notice of ensuing 37th Annual General Meetingfor approval by the members.
M/s Ranjana Vandana & Co. Chartered Accountants (FirmRegistration No. 008961C) have furnished a certificate of their eligibility under Section139 and 141 of the Act and the rules framed thereunder for the appointment as Auditors ofthe Company. Also as required under regulation 33(1)(d) of the Listing Regulations theauditors 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. CharteredAccountants Statutory Auditors on the Financial Statements (Standalone and Consolidated)of the Company for the financial year ended March 31 2022 forms part of the AnnualReport and self-explanatory. There has been no qualification reservation or adverseremarks or any disclaimer in their report.
REPORTING OF FRAUDS:
Pursuant to the provision of section 143(12) of the Act and rulesframed 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 section134(3)(ca) of the Act.
ii) COST AUDITORS AND COST AUDIT REPORT
M/s Yogesh Gupta & Associates (Firm Registration No. 000373) wereappointed as the Cost Auditor to conduct the cost audit for the financial year ended March31 2022.
Further pursuant to the provisions of section 148(1) of the Act readwith the Companies (Cost Records and Audit) Rules 2014 as amended and as per therecommendation of the Audit Committee the Board at their meeting held on June 7 2022re-appointed M/s Yogesh Gupta & Associates (Firm Registration No. 000373) as CostAuditors of the Company for the financial year 2022-2023 to audit the cost records of theCompany. A resolution for ratification of the payment to be made for such cost auditservices forms part of the Notice of ensuing 37th Annual General Meeting.
A certificate from M/s Yogesh Gupta & Associates Cost Accountantshas been received to the effect that their appointment as Cost Auditors of the Company ifmade would be in accordance with the limits prescribed under Section 141 of the Act andthe rules framed thereunder.
The cost audit report issued by the Cost auditor for the financial yearended March 31 2021 was filed with the Registrar of Companies vide form CRA-4.
The Company has maintained accounts and records as specified undersub-section (1) of section 148 of the Act.
iii) SECRETARIAL AUDITORS AND SECRETARIAL REPORT
Pursuant to the provisions of section 204 of Act 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 for the financial year ended March 31 2022. The Secretarial AuditReport for the financial year ended March 31 2022 is annexed herewith as "Annexure-VI".
Explanation to the observations in secretarial audit report:
The Secretarial audit report for the financial year 2021-22 containsfollowing observation:
1. Non-compliance/Delayed Compliance under regulation 29(2)/(3) of SEBI(LODR) Regulations 2015 for furnishing prior intimation within the period provided underregulation about the meeting of Board of Directors held on December 25 2021. The BSE andNSE (Stock Exchanges) had levied the fine for delay in furnishing prior intimation aboutthe meeting of Board of Directors held on December 25 2021.
In this regard it is submitted that
1. The Company received the notice regarding the Non-Compliance/DelayedCompliance under regulation 29 for delay in furnishing prior Intimation about the meetingof Board of Directors held on December 25 2021 for fund raising from the Stock Exchanges(BSE Limited & National Stock Exchange of India Limited). The concerned StockExchanges levied the fine/ penalty for the aforesaid delay on the Company. The Board tooknote of the impositions of the fine/penalty by the Stock Exchanges and made emphasis as tostrengthening the governance procedures so as to ensure compliance at all times. The Boardalso noted that the delay was inadvertent and emphasized that going forward prescribedtimelines should be strictly adhered to as far as practically possible.
Further pursuant to the Regulation 24A of Listing Regulations readwith SEBI Circular No CIR/CFD/CMD1/27/2019 dated February 08 2019 the AnnualSecretarial Compliance Report for the financial year 2021-2022 was filed with StockExchanges(s) i.e. BSE Limited and National Stock Exchange of India Limited on May 182022.
iv) INTERNAL AUDITORS
The Board of Directors of your Company had appointed M/s. Garg Kumar& Associates Chartered Accountant New Delhi as the Internal Auditors of the Companypursuant to the provisions of section 138 of the Act for financial year 2021-2022 and thereports on periodical basis submitted were placed before the audit committee and Board ofDirectors.
38. Following policies are also adopted by the Board and are linkedwith the website of company at www.anantrajlimited.com
1. Archival Policy on Preservation of Documents of the Company. URL forthe same is: https://www.primeinfobase.in/z ANANTRAJ/files/ Archive Policy.pdf
2. Policy on determination of materiality of the events/ informationfor making disclosure by the Company.
URL for the same is: https://www.primeinfobase.in/zANANTRAJ/files/Policy on Disclosures.pdf
3. Policy on preservation of records. The same may be assessed athttps://www.primeinfobase.in/z ANANTRAJ/files/Policy on Pres er vation of Records.pdf
4. Policy on determination of material subsidiary. The same may beassessed at https://www.primeinfobase.in/z ANANTRAJ/files/POLICY FOR DETERMINING MATERIALSUBSIDIARIES.PDF
5. Policy on code of conduct for the Board of Director and seniormanagement personnel. The same may be assessed at https://www.primeinfobase.in/zANANTRAJ/files/ Code%20of%20Conduct%20for%20Top%20 management.pdf
6. Policy on code of practices and procedures for fair disclosure ofinsider trading. The same may be assessed at https://www.primeinfobase.in/zANANTRAJ/files/ AnantRaj CodeofFairDisclosureofUnpublishedPrice-SensitiveInformation.pdf
39. SECRETARIAL STANDARDS
Save as otherwise provided in this Annual Report the Company hascomplied with the Secretarial Standards I & II issued by the Institute of CompanySecretaries of India during the period under review.
40. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the financial year under review no Corporate InsolvencyResolution Process (CIRP) was initiated against your Company under the Insolvency andBankruptcy Code 2016 (IBC) as amended.
The Directors state that no disclosure or reporting in respect of thefollowing items is required as there were no transactions/events relating to these itemsduring the financial year under review:
(a) Issue of equity shares with differential rights as to dividendvoting or otherwise.
(b) Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.
(c) Neither Managing Director nor the Whole Time Directors of theCompany received any remuneration or commission from any of its subsidiaries.
APPRECIATIONS AND ACKNOWLEDGEMENTS
The Directors place on record their appreciation for the assistancehelp and guidance provided to the Company by the Bankers Financial Institution(s) andAuthorities of Central and State Government(s) from time to time. The Directors also placeon record their gratitude to employees and shareholders of the Company for their continuedsupport and confidence reposed in the management of the Company.
| ||By order of the Board of Directors |
| ||For Anant Raj Limited |
|Sd/- ||Sd/- |
|Amit Sarin ||Aman Sarin |
|Managing Director ||Director & CEO |
|DIN: 00015837 ||DIN: 00015887 |
|Place: New Delhi || |
|Date: June 7 2022 || |