Your Directors take pleasure in presenting their 34th (Thirty Fourth) AnnualReport on the business and operations of your Company together with the Audited Standaloneand Consolidated Financial Statements for the year ended March 31 2019.
1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:
(Rs in lakhs)
| || |
| ||For the year ended March 312019 ||For the year ended March 312018 ||For the year ended March 312019 ||For the year ended March 312018 |
|Sales and other income ||46661.90 ||45596.94 ||52387.43 ||52931.62 |
|Profit before depreciation ||7803.57 ||7989.23 ||9300.97 ||10455.59 |
|Depreciation ||1845.93 ||1896.35 ||2551.46 ||2604.48 |
|Profit before Tax and after depreciation ||5957.64 ||6092.88 ||6749.51 ||7851.11 |
|Provision for taxation ||1317.38 ||1806.04 ||1415.43 ||1832.38 |
|Profit after tax ||4640.26 ||4286.84 ||5334.08 ||6018.73 |
|Share of profit of an associate (net of tax) || || ||1087.19 ||579.61 |
|Minority interest || || ||225.72 ||174.00 |
|Net Profit available for appropriation ||4640.26 ||4286.84 ||6646.99 ||6772.34 |
|Appropriations: || || || || |
|Proposed dividend ||708.23 ||708.23 ||708.23 ||708.23 |
|Dividend Tax ||145.58 ||145.58 ||145.58 ||145.58 |
|Transfer to debenture redemption Reserve || || || || |
|Earnings per Share [equity share of ' 2] || || || || |
|- Basic earnings per share (in ') ||1.58 ||1.46 ||2.33 ||2.30 |
|- Diluted earnings per share (in ') ||1.58 ||1.46 ||2.33 ||2.30 |
|Dividend per share (in ') ||0.24 ||0.24 ||0.24 ||0.24 |
Notes: - The above figures are extracted from the Standalone and Consolidated FinancialStatements as per Indian Accounting Standards (Ind AS).
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 projects and ITParks.
The Company during the current financial year would focus on the Construction andDevelopment of residential projects in addition to the pending ongoing IT and CommercialProjects. The focus on value accretive and risk efficient project would strengthen thegeneration and sustainability of revenues in the years to come.
Your Company during the year under review despite the cyclic downturn/ recessionaryconditions prevalent in the sector has posted Standalone Net Profit after tax of '4640.26 Lakhs as compared to ' 4286.84 Lakhs during the previous year.
Your Company during the year under review has posted Consolidated Net Profit aftertax of Rs 6646.98 Lakhs as compared to Rs 6772.34 Lakhs during the previous year.
Rental and Services Receipts
The Consolidated Rental and Services Receipts of your Company during the period underreview were ' 7126.42 Lakhs as compared to ' 5878.96 Lakhs
B. Future prospects and outlook of the Company
The year 2019-2020 will be both challenging and opportunistic and the ones likely tosucceed are those who embrace the changing market dynamics. Apart from elections creditgrowth and improvements in infrastructure will set the tone for economic growth in thefuture. Historically real estate prices have traditionally remained soft ahead of theelections but have regained momentum afterwards. While the polls might not substantiallyimpact property prices they could slow down policy clearances and infrastructure projectscritical to real estate. A stable government at the centre in 2019 will further boost thegrowth in the sector.
The stringent measures enforced by Real Estate Regulatory Authority (RERA) have erasednon serious players and only credible developers with proven track record are driving themarket both organically and via consolidation. This is expected to continue in 2019 aswell and will see established names further capitalize on their brand to strike jointdevelopment deals with smaller players.
The implementation of title insurance will lead to renewed confidence among buyers andwill definitely impact the real estate market favourably. Digitisation of land recordswill further aid in improving transparency in the land records maintenance updatingsettlement records and reducing the scope of land disputes thereby enhancing the realestate market.
Affordable and mid-income housing took center stage in 2018 and will continue to driveresidential housing both in metro and Tier 2 cities. There has been an uptick of almost15-20 percent with preference for ready to move in units owing to RERA and GST benefits.The massive push for improvement in infrastructure by the Government of India (GOI)including significant capital expenditure for roads railways development of smallerairports and expansion of schools and hospitals at the outskirts will benefit this segmentfurther. This will provide better connectivity and have a multiplier effect therebyallowing developers to explore new projects in the peripheral areas of the cities.
Real Estate Investment Trusts (REIT) listings in 2019 will infuse liquidity incommercial real estate. It will fuel demand for office space from major sectors likelogistics manufacturing and consumer goods besides IT and ITeS and the banking andfinancial services sectors. Rentals in metros and Tier-1 and Tier-II cities will continueto remain in demand.
It will fuel demand for office space from major sectors like logistics manufacturingand consumer goods besides IT and ITeS and the banking and financial services sectors.
Inspite of all the efforts by the Government at the Centre to boost growth in theSector is expected to be another tough year for real estate developers given the ongoingliquidity problem owing to the NBFC crisis.
Your Company's primary focus is on the development of the Company's show case projectAnant Raj Estate at Sector 63A in south Gurugram of around 165 acres with a totaldevelopable area of approx. 6 million 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 ' 5000Crores to the Company's total revenues. It is Company's iconic and ambitious project tilldate. It has received one of the fastest partial completion certificates for itsresidential colony that constitutes around 65% 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 estimated size ofjoint venture LLP is around Rs 760 crores.
MACEO - Residential Group Housing Project at Sector 91 Gurugram
Your Company is now on the verge of completing its expansive residential project"MACEO" nestled in the New Gurugram area. MACEO offers a culmination of secureand tranquil living along with a thoughtful mix of amenities and services. MACEO comprises16 high-rise Towers besides other community and recreation facilities. 13 of 16 high-riseTowers are complete and MACEO has also been accorded occupancy permit for part of theProject. MACEO is currently welcoming its discerning Apartment buyers coming forward totake possession of their Apartments to embrace a life of fun at MACEO which offers premium2/3/4 BHK apartments and palatial Penthouse spread over 15.575 Acres in the lush andsprawling Sector 91 New Gurugram.
The Company intends to complete the project in the year 2019-2020
Affordable Housing Projects
The Company has recently bagged a project from APIIC (Andhra Pradesh IndustrialInfrastructure Corporation) to develop 2000 affordable homes in the auspicious city ofTirupati (Andhra Pradesh). The project will be spread over an area of 10.14 acres in anindustrial colony developed by APIIC in Tirupati. The Company bagged this project due toits 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 theline with Hon'ble Prime Minister's vision of " Housing for all". Development inthe Tirupati project will commence in the next 3-4 months with a completion target ofmaximum 48 months. The Company has formulated a SPV by the name " Jai Govinda GharNirman Limited" for development of this project. It Plans to develop 2BHK units witha targeted sale price of Rs. 12-15 lacs 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. 49.9% stake in this project is held by Monsoon Capital. The totaldevelopable area on this land will be 1.80 msf of which the leasable area would be around1.20 msf.
In Phase-I the Company has developed a total leasable area of 6 lakhs sf which is partleased.
(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 1.80 msf on 10acres of land area. The leasable area of the building is 1.20 msf including 40000 sf ofretail space. The IT Park is part leased.
(iii) IT SEZ RAI Sonepat Haryana
Your Company is developing an IT SEZ at Rai Sonepat Haryana. The total developablearea is 5.10 msf. over 25 acres of the land allotted to it by HSIIDC (Haryana StateIndustrial and Infrastructure Development Corporation).
Your Company has completed its first phase of IT SEZ Project involving 2.1 million sq.ft. In Phase-I out of which 1.4 msf is leasable. Your Company is considering creatingIndia's largest data centre park at IT SEZ RAI.
The Company through its associate Company has developed an Office Building at Sector44 Gurugram Haryana. The total developed area on 2.1 acres land is 210000 sf. Thisbuilding is fully leased out.
Moments Mall Delhi
The "Moments Mall" at Kirti Nagar New Delhi is being run through a whollyowned subsidiary of the Company namely Anant Raj Projects Limited is an operational andrevenue generating asset of the Company.
Moments Mall is located on Patel Road one of the key arterial road connecting WestDelhi to Central and South Delhi. It is spread over a land parcel of 6.26 acres and hasretail space of 600000 sf. The mall offers complete shopping experience from fashion tofootwear and from electronics to entertainment. The Company plans to add three more floorswhich shall also include a 12 Screen Multiplex. This will increase the current leasablearea from 5.25 lakh sf to 8.75 lakh sf. The Gross revenue is expected to increasemultifold more so in view of the fact that the Company has already signed an agreementwith a Cinema Operator for the proposed Multiplex Cinema.
Cinema cum Retail Complex at Trilokpuri New Delhi
The Company has recently commenced construction of another new project in Delhi locatedat Trilokpuri where the Company is developing a new building for a 6 Screen Multiplex andother Commercial and Retail offerings. This will upon completion add significantly to theCompany's revenues as the Company is expecting commencement of operations in F Y 2020-21.
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 Mapple Group. The total constructed area is 100000 sf (Phase I).The project is located near to Delhi Airport and is 3 kms from Gurugram. The project hasbeen let out.
(ii) Hotel Ocean Pearl Retreat
Your Company has developed a hospitality project over a land area of 7.37 acres. Thetotal constructed area (Phase I) is around 60000 sf. The project is located in SouthDelhi and is about 10 kms from the IGI Airport. The project has been let out. During thefinancial year 2019-20 the Company plans to commence up-gradation and additionalconstruction on its other hotel project at Chattarpur New Delhi measuring 7.37 acres.
The Company plans to add 98 keys to its existing 49 keys and additionally constructconvention facilities of approximately 100000 sf. Besides providing for basement parkingarea as well as other landscape and external enhancements.
(iii) Hotel Belmond
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.
The FAR of the above hospitality projects has been increased from 0.15 to 1.75.
(iv) Hotel Green Retreat
The Company also owns another hospitality project namely Green Retreat is located at NH8 New Delhi in very close proximity of Aerocity which is the premium hotel district. TheCompany shall develop a mixed land use development of approx. 1.2 million sq. ft. to builda mid segment hotel of approx. 300 keys and an upscale luxury hotel of 275 keys and aGrade A standard commercial building.
3. IND AS STANDARDS
Your Company had adopted IND AS with effect from 1st April 2016 pursuant tonotification dated February 15 2015 under Section 133 of the Companies Act 2013(hereinafter referred to as "The Act") issued by the Ministry of CorporateAffairs notifying the Companies (Indian Accounting Standard) Rules 2015. Your Companyhas now prepared the IND AS Financials for the year ended March 31 2019 along withcomparable financials for the year ended March 31 2018.
The Quarterly results published by the Company for Financial Year 2018-19 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 2019. 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 ' 4640.26 Lakhs to the Surplus for the financialyear ended March 31 2019.
5. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of section 124 of the Companies Act 2013 ('the Act")read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 (including any statutory modifications/re-enactment(s)/amendments(s) thereof for the time being in force the dividend which remainsunclaimed/unpaid for a period of seven years from the date of transfer to the unpaiddividend account of the Company is required to be transferred to the Investor Educationand Protection Fund (IEPF) established by the Central Government. Also according to theIEPF Rules the shares in respect of which dividend has not been paid or claimed by theMembers for seven (7) consecutive years or more shall also be transferred to thedematerialized account created by the IEPF authority.
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 ' 721763/- (Rupees Seven Lakhs TwentyOne Thousand Seven Hundred Sixty Three) in the unpaid / unclaimed dividend for the year2010-11 to the Investor Education and Protection Fund (IEPF) established by the CentralGovernment.
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 for the financialyear upto March 312011 on which dividend remained unclaimed for a period of seven (7)years to the Demat Account of the IEPF. It may please be noted that no claim shall lieagainst the Company in respect of share (s) transferred to IEPF pursuant to the saidRules.
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 I EPF-5 (available on http:www.iepf.gov.in ) along with requisite fee as decided by IEPF authority from time to time.The Rules and form I EPF-5 as prescribed for claiming back the shares are available onthe website of the IEPF i.e on www.iepf.gov.in .
Members who had not claimed the dividends declared for the financial year March312012 were requested to lodge their claim on or before September 26 2019 with theCompany at its Head Office at H-65 Connaught Circus New Delhi-11001 or to AlankitAssignments Limited Company's Registrar & Share Transfer Agent at Alankit House3E/7 Jhandewalan Extension New Delhi - 110 055. The Company had sent notices to all suchmembers at their registered address in this regards.
Further all the shareholders who have not claimed their dividends in the last seven (7)consecutive years were notified to claim the same by September 26 2019. In case validclaim is not received by that date the Company will proceed to transfer the respectiveshares to the IEPF account in terms of the IEPF Rules. In this regard the Company hasindividually informed the shareholders concerned and also published notice in thenewspapers as per the IEPF Rules. It may please be noted that no claim shall lie againstthe Company once such share(s)/dividend transferred to IEPF demat account pursuant to thesaid rules.
The statement containing details of Name Address Folio number Demat account No. andnumber of shares due for transfer to IEPF demat account is made available on our websitewww.anantrajlimited.com .
The Shareholders are encouraged to verify their records and claim their dividends ofthe preceding seven years if not claimed.
The Board of Directors of your Company subject to approval of shareholders at theensuing Annual General Meeting has recommended a dividend @ 12% (Re. 0.24 per equityshare of ' 2/- each) for the year ended March 312019. The cash outflow on account ofdividend will be ' 708.23 lakhs and corporate dividend tax would be ' 145.58 lakhs.
7. SHARE CAPITAL
The paid-up share capital as on March 31 2019 was ' 590192670 divided into295096335 equity shares of ' 2/- each. During the year under review the Company hasneither issued shares with Differential Voting Rights nor granted Stock Options nor issuedSweat Equity.
8. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Company's Board of Directors as on 31st March 2019 consisted of Nine(9) Directors comprising Executive and Non-Executive Directors. Out of the Nine (9)Directors Seven (7) are Non-Executive Director (including Four (4) Independent Directors)and two (2) Executive Directors.
Sh. Anil Sarin is the Managing Director of the Company. Sh. Amit Sarin is the WholeTime Director and CEO of the Company. Sh. Ashok Sarin (Chairman) Sh. Amar Sarin and Mrs.Chanda Sachdev are Non-Executive Directors of the Company. The other four members i.e. Sh.Brajindar Mohan Singh Sh. Ambarish Chatterjee Sh. Maneesh Gupta and Ms. Sushmaa Chhabraare the Non-Executive Independent Directors of the Company.
The Board's composition was not in consonance with the Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 149 of theCompanies Act 2013. However the composition is in compliance with the Regulations as onthe date of this report.
During the period under review none of the Non-Executive Director of the Company hadany pecuniary transactions with the Company.
Shri. Ashok Sarin had attained the age of seventy five years and his continuation asNon-Executive Chairman of the Company required approval of its members by way of a SpecialResolution in terms of Regulation 17 (1A) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Members of the Company vide Special Resolution passedat 33rd Annual general Meeting held on September 29 2018 approved thecontinuation of Shri Ashok Sarin as Non-Executive Chairman of the Company.
Subsequent to the year end the Board on the recommendation of the Nomination andRemuneration Committee and subject to the approval of Shareholders at the ensuing AnnualGeneral Meeting at its meeting held on 30th May 2019 has re - designated (i)Mr. Ashok Sarin (Non-Executive Chairman) as an Executive Chairman of the Company (ii) Sh.Amar Sarin (Non - Executive Director) as Director &CEO (Project Division) of theCompany for a period of five years from 30th May 2019 and re-appointed Sh.Amit Sarin as Director and CEO (Real Estate Division) of the Company for a period of fiveyears 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. PankajKumar Gupta (Real Estate Division) and Mr. Anil Mahindra (Project Division) as Joint ChiefFinancial 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. Amit Sarin (DIN: 00015837) 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-occupationshas resigned as Director of the Company w.e.f. May 22 2019. The Board of Directors placeon record her appreciation for the valuable contribution made during her tenure asDirector of 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 ofthis report:
I. Sh. Ashok Sarin (DIN:00016199)-Executive Chairman Sh. Anil Sarin (DIN:00016152) -Managing Director Sh. Amit Sarin (DIN: 00015837)- Director & CEO (Real EstateDivision) and Sh. 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
The Board of Directors of the Company in its meeting held on August 29 2018 hadapproved the draft Composite Scheme of Arrangement for Amalgamation and Demerger('Scheme') involving the amalgamation of Anant Raj Agencies Private Limited with and intoAnant Raj Limited and immediately thereupon demerger of 'Project Division' of the Companyinto Anant Raj Global Limited. The Scheme was further modified in the meeting of the Boardof Directors dated October 18 2018 to the extent of share entitlement ratio relating tothe amalgamation of Anant Raj Agencies Private Limited with and into Anant Raj Limited.Subsequently the Company filed the applications in terms of Regulation 37 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the StockExchanges and SEBI for their 'No Objection' to the Scheme. The Company received the 'noobjection' from the Stock Exchanges i.e National Stock Exchange India Limited (NSE) videtheir letter dated 27th February 2019 and from BSE Limited vide their letter dated 28thFebruary 2019 respectively. Further to comply with the observations of Stock Exchangesthe Company in its board meeting dated 15th March 2019 has modified the Scheme ofArrangement. The Company filed the first motion application before National Company LawTribunal Bench (NCLT) Chandigarh at Chandigarh for instructions for convening themeetings of Equity Shareholders Secured Creditors
and Unsecured Creditors for approving the Scheme of Arrangement. The Hon'ble NationalCompany Law Tribunal (NCLT) has pronounced its order on the first motion application filedin relation to the captioned scheme of arrangement on May 17 2019 in Company ApplicationNo. CA (CAA) No. 08/ Chd/Hry/2019.
As Per the aforesaid order the Hon'ble NCLT has directed the calling convening andholding of meetings of the Equity Shareholders Secured Creditors and Unsecured Creditorsof the Company on Saturday July 06 2019 to consider and approve the scheme ofarrangement. The said scheme has been approved by the Equity Shareholders SecuredCreditors and Unsecured Creditors of the Company.
The Company has filed second motion petition with Hon'ble NCLT on July 17 2019 seekingsanction of the scheme of arrangement. The Second Motion petition was listed for hearingbefore Hon'ble NCLT on August 06 2019 and the Hon'ble NCLT has reserved the order in thismatter.
10. CHANGE IN THE NATURE OF BUSINESS IF ANY
During the period under review there has been no change in the nature of business ofthe 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 Company has entered into a joint venture agreement (JV) with Birla Estates Pvt.Ltd. for the development of residential projects at sector 63A Gurugram Haryana. The JVcreated 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 projects developed on this land. The size of jointventure would be approx ' 760 crores.
12. CREDIT RATING
The Credit rating agency Acuite Ratings & Research had assigned the credit ratingACUITE BBB-(Triple B-)' 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 2019-20 for the both Stock Exchangeshas been paid.
14. FIXED DEPOSITS
During the year under review your Company has neither accepted nor renewed any fixeddeposits 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 312019. (Please refer to Note Nos. 04 06 and 43 of the StandaloneFinancial Statements for the financial year ended on March 31 2019)
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 Listing Regulations forms part of the Annual Report of theCompany. (Please also refer to Note Nos. 04 06 and 43 of the Standalone FinancialStatements for the financial year ended on March 312019)
18. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant & material orders passed by the Regulators against theCompany during the year under review.
19. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS
During the financial year ended March 31 2019 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) SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 prior approval of the Audit Committee was sought forentering into related party transactions.
Further the Company has not entered into any contract/arrangement/ transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions. Thus disclosure in form AOC-2 isnot required. The Related Party Transactions Policy approved by the Board is available onthe website of the Company i.e. www.anantrajlimited.com
The Board has formulated policy on dealing with Related Party Transactions and it maybe accessed 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. 43 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%20management%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' and forms part ofthis 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 Annexure - III'.
24. COMMITTEES OF BOARD
(i) Audit Committee
In terms of section 177 of the Companies Act 2013 and Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Your Company has inplace Audit Committee of Board of Directors with Sh. Ambarish Chatterjee (IndependentDirector) as Chairman Shri Ashok Sarin (Non - Independent Director) Shri Brajindar MohanSingh (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 alongwith 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 Disclosures Requirements) Regulations2015. The details about the composition of the said committees of the Board of Directorsalong with attendance thereof have been provided in the Corporate Governance Report whichforms part of this report.
(iv) Nomination and Remuneration Committee
In terms of Section 178 of the Companies Act 2013 ('Act') read with Companies (Meetingof the Board and its Power) Rules 2014 and Regulation 19 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has in place duly constitutedNomination and Remuneration Committee of the Board of Directors. The details of thecomposition of the committee along with other details are available in the CorporateGovernance which forms part of this Annual Report.
The details of the Remuneration Policy are given as 'Annexure-IV' which forms part ofthis Report.
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
The Company during the year ended March 31 2019 required to spend 2% of the averagenet profit of the Company for three immediately preceding financial years i.e. Rs 145.14lakhs. During the year under review your Company as part of its CSR initiatives has spentan amount aggregating to Rs 56.67 lakhs on the projects covered under the CSR Policy ofthe Company. The Company would continue its search for identifying projects which aredeserving and genuine and would strive to achieve the CSR objectives. The Board ensuresthat cumulative unspent amount for the last years would be spent on genuine projects inthe years to come in accordance with the provisions of companies Act 2013 read with theprescribed CSR rules as 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 has 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 thisCommittee has also been empowered to appoint consultants Corporate Professionals andother consultants / 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 312019:
(a) that in the preparation of the annual accounts the applicable accounting standardshad been followed along 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 on a goingconcern 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 Auditorsconfirming compliance with the conditions of the Corporate Governance is also annexedhereto.
28. 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 Readdressal of Sexual Harassment at the workplacein line with the provisions of the Sexual Harassment of woman at workplace (PreventionProhibition and Readdressal) 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.
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 2018-19and hence no complaint is outstanding as on March 312019.
29. 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 2019 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.
30. SUBSIDIARIES AND GROUP COMPANIES
Your Company has 73 (Seventy Three) wholly owned subsidiaries 19 (Nineteen) step downsubsidiaries and 3 (Three) companies in which the Company holds more than 50% of the totalequity shareholding.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURE OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review the Company acquired 100% of equity in Travel Mate IndiaPrivate Limited. After acquisition of equity shares Travel Mate India Private Limited hasbecome wholly owned Subsidiary of Anant Raj Limited. Further the Anant Raj HousingLimited a wholly owned subsidiary of Anant Raj Limited incorporated a wholly ownedsubsidiary namely Jai Govinda Ghar Nirman Limited and Anant Raj Projects Limited a whollyowned subsidiary of Anant Raj Limited acquired 100% of equity in Moon Shine EntertainmentPrivate Limited. Jai Govinda Ghar Nirman Limited and Moon Shine Entertainment PrivateLimited have therefore become step down subsidiaries of Anant Raj Limited.
During the year Artistaan Private Limited Redsea Realty Private Limited andAakashganga Realty Private Limited have ceased to be 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.
31. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the Financial Year 2018-19have 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'Annexure-VIII'
Pursuant to the provision of section 136 of the Act the Financial StatementsConsolidated 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 .
32. 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.
33. BOARD MEETINGS
The Company has convened Five (5) meetings of the Board of Director during theFinancial Year 2018-19. The meetings were held on May 30 2018 (Adjourned to 01stJune 2018) August 29 2018 October 18 2018 February 14 2019 and March 15 2019. Thegap between any two consecutive meetings was within the period as prescribed under Section173 of the Company Act 2013. Details of the Board meetings are given in the CorporateGovernance Report annexed herewith for the Financial Year ended March 31 2019.
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.
34. INDEPENDENT DIRECTOR'S FAMILIARISATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies Act 2013 readwith Companies (Meeting of the 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 the Directorsgiving them insight of various projects and Directors are also informed of variousdevelopments relating to the industry on regular basis and are provided with specificregulatory updates from time to time.
The details of familiarisation program may be accessed on the Company's websitewww.anantrajlimited.com
35. 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) 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-a-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 form 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.
36. 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 oninternal 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.
37. GREEN INITIATIVE
Electronic copies of the Annual Report 2018-19 and the Notice of the 34thAnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany/RTA. For members who have not registered their email addresses physical copiesare sent in the permitted mode. In order to support Green Initiative the Company requeststhose members who have yet not registered their e-mail address to register the samedirectly with their Depository Participant in case shares are held in electronic form orwith 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 Act2013 pertainingto the requirement of annual ratification of appointment of Auditors by Members isomitted.
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 (FirmRegistration No. 003820N) will continue to act as Auditors of the Company till theconclusion of 37th Annual General Meeting.
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 2019 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 2019.
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 August 12 2019appointed M/s Yogesh Gupta & Associates (Firm Registration No. 000373) as CostAuditors of the Company for the financial year 2019-2020 to audit the cost records of theCompany. A resolution for ratification of the payment to be made for such appointment isincluded in 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 2018 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 Mr. Shambhu J. Bhikadia Company Secretary in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report for the financial yearended March 31 2019 is annexed herewith as "Annexure-VII".
Explanation to the observations in secretarial audit report:
The Secretarial audit report for the year 2018-19 contains following observations.
1. Non appointment of the Key Managerial Personnel (Chief Financial officer) from April01 2018 to March 31 2019 under the provisions of Section 203 of the Companies Act 2013.
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 on September 30 2018 December 31 2018 and March 312019.
3. Non-compliance / Delayed Compliance under Regulation 33 of SEBI (LODR) regulations2015 for submission of Annually/Quarterly financial results within the period providedunder regulations. The BSE and NSE (stock Exchanges) had levied the fine for the quarterended on March 31 2018 and June 30 2018.
In this regard it is submitted that
1. The Board on the recommendation of the Nomination and Remuneration Committee at itsmeeting held on 30th May 2019 has appointed Mr. Pankaj Kumar Gupta (RealEstate Division) and Mr. Anil Mahindra (Project Division) as Joint Chief FinancialOfficers of the Company.
2. The Company has received the Notice regarding the Non-Compliance with provisionspertaining to Board Composition (Regulation 17). As at 31st March 2018 the Company hadproper composition of the Board of Directors in terms of the Regulation but during theyear the Company appointed three new directors i.e. two Non-Executive Directors and oneIndependent Director which disturbed the composition of the Board. Both the stockexchanges (BSE & NSE) had levied the penalty on the Company and the same was also paidto them. As on the date of this report the composition is in compliance with the ListingRegulations.
3. The Company has received Notice regarding Non-Compliance / Delayed Compliance underRegulation 33 for submission of Annually/Quarterly financial results of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the quarter ended on March2018 and June
2018. The Concerned Stock Exchanges had levied the fine for the quarter ended on March2018 and June 2018 and the same was also paid to Stock Exchanges.
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 year2018-2019 was filed with Stock Exchanges(s) i.e. BSE Limited and National Stock Exchangeof India Limited on May 30 2019.
In terms of section 204 of the Companies Act 2013 on the recommendation of the AuditCommittee the Board of Directors of the Company appointed Ms. Priya Jindal as theSecretarial Auditor of the Company for the financial year 2019-2020. The Company hasreceived her consent for the said appointment.
iv) INTERNAL AUDITORS
The Board of Directors of your Company appointed M/s G.K Choksi & Co. CharteredAccountants as the Internal Auditors of the Company pursuant to the provisions of Section138 of the Companies Act 2013 for Financial Year 2018-2019 and the reports on periodicalbasis submitted were place before the audit committee and Board of Directors.
39. Following policies are also ADOPTED BY THE BOARD AND ARE LINKED WITH THE WEBSITE OFCOMPANT 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%20management.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
40. SECRETARIAL STANDARD
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India during the period under review.
41. 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 Code2016" (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 under review:
(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 ANDACKNOWLEDGEMENTS
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: August 12 2019 ||Chairman |