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ANI Integrated Services Ltd.

BSE: 535028 Sector: Engineering
NSE: AISL ISIN Code: INE635Y01015
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ANI Integrated Services Ltd. (AISL) - Director Report

Company director report

To

The Members

ANI Integrated Services Limited

Your Directors hereby take the pleasure of presenting the 10th Annual Report of yourCompany together with the Audited Financial Statement of the Company for the year ended31st March 2019.

1. FINANCE:

Financial statements and Results:

The Company's performance during the year ended 31st March 2019 as compared to theprevious financial year is summarized below:

Particulars For the financial year ended 31st March2019 For the financial year ended 31st March 2018
Revenue from Operation 7728.25 5472.79
Other Income 58.36 18.38
Total Revenue 7786.60 5491.17
Less: Expenses 7103.73 4723.31
Profit/ (Loss) before tax 682.87 767.85
Less:
1. Current Tax 169 203
2. Tax adjustment of earlier years (net) - -
3. Deferred Tax (8.83) (14.28)
Profit after Tax 522.70 579.14

OPERATIONS:

During the year under review the Company has reported a Profit of Rs. 522.70/- (InLakhs) as compared to a profit of Rs. 579.14/- (In Lakhs)

The Company reported Profit before Tax at Rs. 682.87/- (In Lakhs) as against Rs.767.85/- (In Lakhs) in the previous year.

The Company continues to be engaged in the activities pertaining to Deputation ofManpower Operations & Maintenance and Projects Consultancy.

There was no change in nature of the business of the Company during the year underreview.

DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act 2013 duringthe financial year under review were in ordinary course of business and on an arm's lengthbasis. Further none of these contracts / arrangements / transactions with related partiescould be considered material in nature as per the thresholds given in Rule 15(3) of theCompanies (Meetings of Board and its Powers) Rules 2014 and hence no disclosure isrequired to be given in this regard.

Further Related Party Transactions are placed on a quarterly basis before the AuditCommittee and before the Board for approval. Prior omnibus approval of the Audit Committeeis obtained for the transactions which are of a foreseeable and repetitive nature.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in "Annexure - I " which forms part of this Report.

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve However the entireprofit amount has retained by the Company in their Profit and Loss Account of the Company.

PARTICULARS OF INVESTMENTS LOANS GUARANTEES AND SECURITIES

The Company has not made any loans guarantees investments or securities covered underprovision of Section 186 of Companies Act 2013.

2. DIVIDEND:

Considering the Reserves Profits made for the current year and Cash Flow Position ofthe Company Board has recommended a final dividend at the rate of 5% i.e. Rs. 0.5/- pershare on One Equity Shares of Rs. 10/- each to the Equity Shareholders of the Companywhich shall be paid subject to the approval of shareholders of the Company in 10th AnnualGeneral Meeting of the Company.

3. UNP AID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education &Protection Fund (IEPF) and does not have unclaimed dividend which remains to betransferred to Investor Education & Protection Fund (IEPF).

4. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES:

During the year under review your Company did not have any subsidiary associate andjoint venture company.

5. EXTRACT OF ANNUAL RETURN:

Pur suant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the Financial Year ended 31st March 2019 made under the provisionsof Section 92 (3) of the Act is attached as "Annexure - II" which forms part ofthis Report.

The e xtract of Annual Return shall also be placed on the website of the Company at:https://www.aniintegratedservices.com/.

6. DISCL OSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT2013:

Ex cept as disclosed elsewhere in this report no material changes and commitmentswhich could affect the Company's financial position have occurred between the end of theFinancial Year of the Company and date of this report.

7. DISCL OSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.

The internal audit is carried out by a separate firm B. H. Bhatt & AssociatesChartered Accountants Internal Auditor of the Company for the Financial Year 2018-19 underreview. The periodical audit reports including significant audit observations andcorrective actions there-on are presented to the Chairman of the Audit Committee.

8. MA TTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THECOMPANY:

CHANGES IN COMPOSITION OF BOARD OF DIRECTORS :

During the year under review there was no change in composition of Board of Directorsof the Company.

RETIREMENT BY ROTATION:

Pur suant to the provisions of Section 152 of the Companies Act 2013 Mrs. Anita Korpe(DIN: 00653844) is liable to retire by rotation at the ensuing Annual General Meeting ofthe Company and being eligible offers himself for re-appointment. The said Director isnot disqualified from being re-appointed as a Director of a Company as per the disclosurereceived from him pursuant to Section 164(2) of the Companies Act 2013. Necessaryresolution for reappointment of Mrs. Anita Korpe is given in Notice of 10th Annual GeneralMeeting of the Company.

ANNUAL EVAULATION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Pur suant to the provisions of the Companies Act 2013 and Regulation 17 (10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & Remuneration andStakeholder relationship Committees.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive director. The same was discussed inthe Board meeting held on 9th August 2019 at which the performance of the Board itsCommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire Board excluding the independent directorbeing evaluated.

DECLARATION BY INDEPENDENT DIRECTORS:

During the Financial Year under review declarations were received from all IndependentDirectors of the Company that they satisfy the "criteria of Independence" asdefined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with the provisions of Section 149(6) of the Companies Act 2013the Schedules and Rules framed there under.

CHANGE IN KEY MANAGERIAL PERSONNEL:

1. Mr . Harshad Babade tendered his resignation from the post of Company Secretary andCompliance officer of the company w.e.f. 04th April 2018.

2. Mr . Umair Shafique Ahmad Momin was appointed as Company Secretary and Complianceofficer of the company w.e.f 24th May 2018.

9. MA TTERS RELATING TO MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD:

NUMBER OF BOARD MEETINGS:

The Board of Directors met 5 (Five) times viz. 24th May 2018 01st July 2018 21stAugust 2018 10th November 2018 and 20th February 2019 during the Financial Year ended31st March 2019 in accordance with the provisions of the Companies Act 2013 and rulesmade thereunder.

The Company has complied with the applicable Secretarial Standards in respect of allthe above Board meetings.

Also the intervening gap between any two Meetings was within the period prescribed bythe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.

AUDIT COMMITTEE:

PREAMBLE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013 ("the Act"). The Composition of the AuditCommittee is in conformity with the provisions of the said section.

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee have been framed in accordancewith the Act.

COMPOSITION OF AUDIT COMMITTEE:

Audit Committee consists of following members:

Name of Members Designation Membership in Committee
Mr. Anil Lingayat Non-Executive Independent Director Chairperson
Mr. Chandrashekhar Joshi Non-Executive Independent Director Member
Mr. Navin Nandkumar Korpe Managing Director Member

There was no change in the composition of the Audit Committee during the financial year2018-19.

ATTENDANCE RECORD:

Dates on which the Attendance of Members
Meetings were held Mr. Anil Lingayat Mr. Chandrashekhar Joshi Mr. Navin Nandkumar Korpe
24.05.2018 Present Present Present
01.07.2018 Present Present Present
10.11.2018 Present Present Present
20.02.2019 Present Present Present

NOMINATION AND REMUNERATION COMMITTEE:

PREAMBLE:

The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

The sc ope and terms of reference of the Nomination & Remuneration Committee havebeen framed in accordance with the Act.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

Nomination & Remuneration Committee consists of following members:

Name of Members Designation Membership in Committee
Mr. Anil Lingayat Non-Executive Independent Director Chairperson
Mr. Chandrashekhar Joshi Non-Executive Independent Director Member
Mrs. Anita Korpe Non-Executive Non-Independent Director Member

Ther e was no change in the composition of the Nomination & Remuneration Committeeduring the financial 2018-19.

ATTENDANCE RECORD:

Dates on which the Attendance of Members
Meetings were held Mr. Anil Lingayat Mr. Chandrashekhar Joshi Mrs. Anita Korpe
24.05.2018 Present Present Present

STAKEHOLDERS RELATIONSHIP COMMITTEE:

PREAMBLE:

Pur suant to Section 178 (5) of the Companies Act 2013 the Board of Directors of theCompany has constituted the Stakeholder's Relationship Committee.

TERMS OF REFERENCE OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The scope and terms of reference of the Stakeholder's Relationship Committee have beenframed in accordance with the Act.

COMPOSITION OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:

Stak eholders Relationship Committee consists of following members:

Name of Members Designation Membership in Committee
Ms. Anita Navin Korpe Non - executive Non Independent Director Chairperson
Mr. Navin Nandkumar Korpe Managing Director Member
Mr. Anil Lingayat Non - executive Independent Director Member

Ther e was no change in the composition of the Stakeholders Relationship Committeeduring the Financial Year 2018-19.

ATTENDANCE RECORD:

Dates on which the Attendance of Members
Meetings were held Mr. Anil Lingayat Mr. Navin Nandkumar Korpe Mrs. Anita Korpe
20.02.2019 Present Present Present

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

PREAMBLE:

As per the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors has constituted a CorporateSocial Responsibility (CSR) Committee.

TERMS OF REFERENCE OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The scope and terms of reference of the Corporate Social Responsibility Committee havebeen framed in accordance with the Act.

COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Corporate Social Responsibility Committee consists of following members

Name of Members Designation Membership in Committee
Mr. Navin Nandkumar Korpe Managing Director Chairperson
Mr. Kedar Navin Korpe Executive Director and Chief Financial Officer Member
Mr. Anil Lingayat Non-Executive Independent Director Member

Ther e was no change in the composition of the Corporate Social ResponsibilityCommittee during the Financial Year 2018-19.

ATTENDANCE RECORD:

Dates on which the Attendance of Members
Meetings were held Mr. Navin Nandkumar Korpe Mr. Kedar Navin Korpe Mr. Anil Lingayat
20.02.2019 Present Present Present

EXPENDITURE PERTAINING TO CORPORATE SOCIAL REPOSIBILITY FOR THE FINANCIAL YEAR 2018-19:

The meeting of CSR Committee was held on 4th March 2019. It was discussed in themeeting that the Company initiated the CSR activities but could not find possible avenuesto make said expenditure during the Financial Year ended on 31st March 2019 as peractivities mentioned in Schedule VII of Companies Act 2013. The company is in search ofan organization where it can make donations. Thus the Company shall initiate the CSRprogramme in the current Financial Year 2019-2020.

10. VIGIL MECHANISM / WHISTLE BLOWER:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

11. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

12. AUDITORS:

APPOINTMENT:

At the 8th Annual General Meeting held on 30th September 2017 the Members approvedappointment of M/s. Shah & Modi Chartered Accountants (Firm Registration No.112426W)to hold office from the conclusion of the 8th Annual General Meeting until the conclusionof the 13th Annual General Meeting on such remuneration as may be fixed by the Board apartfrom reimbursement of out of pocket expenses as may be incurred by them for the purpose ofaudit.

On May 7 2018 Section 40 of the Companies Amendment Act 2017 (amending Section 139of the Companies 2013) has been notified whereby ratification of Statutory Auditor'sappointment is not required at every Annual General Meeting.

A UDITORS REPORT:

The observations / qualifications / disclaimers made by the M/s Shah & ModiChartered Accountants in their report for the financial year ended 31st March 2019 readwith the explanatory notes therein are self-explanatory and therefore do not call for anyfurther explanation or comments from the Board under Section 134 (3) of the Companies Act2013.

REPOR TING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

Ther e were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section 143 (12) of the Act read with Companies (Accounts) Rules 2014.

MAINTENANCE OF COST RECORDS:

Pur suant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis not required to maintain Cost Records under said Rules.

SE CRETARIAL AUDIT FOR THE YEAR ENDED 31ST MARCH 2019:

Pr ovisions of Section 204 read with Section 134(3) of the Companies Act 2013mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. MMJC& Associates LLP Practising Company Secretaries had been appointed to issueSecretarial Audit Report for the Financial Year 2018-19.

Secr etarial Audit Report issued by M/s. MMJC & Associates LLP Practising CompanySecretaries in Form MR-3 for the Financial Year 2018-19 forms part to this report as an"Annexure – III". The said report contains the following observation orqualification requiring explanation or comments from the Board under Section 134(3) of theCompanies Act 2013 which are prescribed below:

Sr. No Particulars of Observation Management Reply
1. The Company has opened dividend account for payment of final dividend declared at the Annual General Meeting held on 21st August 2018 in delay The Company had paid dividend within stipulated period of time. Hence in all respect in material compliance of Specified Provision.
2. The Company does not have a functional website as per Regulation 46 (1) of Listing Regulations On the account of various technological constraints the Company is in process to revamp its website altogether for better disclosure.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pur suant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis report is annexed hereto andmarked as "Annexure - IV".

14. O THER DICLOSURES:

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No or ders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

DIRECTORS' RESPONSIBILITY STATEMENT:

In t erms of Section 134 (5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2019 the Board ofDirectors hereby confirms that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2019 and ofthe profit/loss of the Company for that year;

c) pr oper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) pr oper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

DISCLOSURE UNDER SECTION 62 (1) (B) OF THE COMPANIES ACT 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62 (1) (b) ofthe Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules 2014is furnished.

DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital andDebentures) Rules 2014 is furnished.

POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

During the Financial Year 2018-19 the Board adopted Sexual Harassment Policy andconstituted Internal Complaint Committee for prevention and prohibition of SexualHarassment of woman at workplace in its meeting held on February 20 2019.

The Committee noted the fact that the Company has received zero tolerance towardssexual harassment at the workplace during the Financial Year 2018-19.

F urther the Company had also adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder.

The Company has complied with provisions relating to constitution of Internal ComplainCommittee under Sexual Harassment of woman at workplace (prevention prohibition andRedressal) Act 2013.

MAINTENANCE OF STATUTORY BOOKS AND REGISTERS

The Company pursuant to the special resolution passed by members of the Company in its9th Annual General Meeting of the Company held on 2nd August 2018 resolved to keep andmaintain Register of Members and Index of Members at the premises of M/s. BigshareServices Private Limited located at 1st Floor Bharat Tin Work Building Opp. Vasant OasisMakwana Road Marol Andheri (E) Mumbai_400059.

15. DISCL OSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER RULE 5 OF

COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules 2014have been marked as "Annexure- V"

16. APPRECIATION:

Y our Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

FOR ANI INTEGRATED SERVICES LIMITED

sd/-
Navin Korpe
Chairman & Managing Director
DIN : 02200928
Place : Thane
Date : 9th August 2019