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ANI Integrated Services Ltd.

BSE: 535028 Sector: Engineering
NSE: AISL ISIN Code: INE635Y01015
BSE 05:30 | 01 Jan ANI Integrated Services Ltd
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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 11th Annual Report of yourCompany together with the Audited Financial Statement of the Company for the year endedMarch 312020.

1. FINANCE:

• Financial statements and Results:

The Company's performance during the year ended March 312020 as compared to theprevious financial year is summarized below:

(Rupees in lakhs)

Particulars

Standalone

Consolidated

For the financial year ended March 31 2020 For the financial year ended March 31 2019 For the financial year ended March 31 2020 For the financial year ended March 31 2019
Revenue from Operation 10699.65 7728.25 10896.88 -
Other Income 41.50 58.36 41.50 -
Total Revenue 10741.15 7786.60 10938.38 -
Less: Expenses 11052.93 7103.73 11231.13 -
Profit/ (Loss) before tax (311.78) 682.87 (292.74) -
Less: 169
Current Tax
Tax adjustment of earlier years (net) 30.75 30.75
Deferred Tax 20.88 (8.83) 20.88 -
Profit/(Loss) after Tax (363.41) 522.70 (344.38) -

• OPERATIONS:

During the year under review the Company has reported a Net Loss of Rs 363.41 (InLakhs) as compared to a net Profit of Rs 522.70/- (In Lakhs) in the previous year onStandalone Basis; and the Company has reported a Net Loss of Rs 344.38 (In Lakhs) onConsolidated Basis during the year;

The Company reported Loss before Tax of Rs 311.78 /- (In Lakhs) as against the Profitbefore Tax of Rs 682.87/- (In Lakhs) in the previous year on Standalone Basis and theCompany has reported Loss before tax at Rs 292.74 (In Lakhs) on Consolidated Basis duringthe 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. For the purpose of compliance AOC-2 is attached as"Annexure VI"

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:

During the year under review Company has incurred the Losses and had adjusted the sameagainst the General Reserves.

• PARTICULARS OF INVESTMENTS LOANS GUARANTEES AND SECURITIES

Details of the loans guarantees and investments covered under Section 186 of the Actform part of the notes to the standalone Financial statements of the Company

2. DIVIDEND:

Considering the Reserves and also Losses made for the current year and Cash FlowPosition of the Company Board has decided to not declare Dividend for the CurrentFinancial Year.

3. UNPAID DIVIDEND & IEPF:

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

Financial Year Type of Dividend Rate(%) Date of Declaration Date of Transfer to IEPF Amount Transferred to Unpaid Unclaimed Dividend Account
2017-18 Final Dividend 5 % 21/08/2018 28/08/2025 2475
2018-19 Final Dividend 5% 14/09/2019 21/09/2026 1275

4. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

The particulars as required under the provisions in respect to the details ofsubsidiary associate and joint venture company are furnished in "Annexure -II" which forms part of this Report.

5. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the Financial Year ended 31st March 2020 made under the provisionsof Section 92 (3) of the Act is attached as "Annexure - III" which formspart of this Report.

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

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

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of theFinancial Year of the Company and date of this report.

7. DISCLOSURE 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 2019-20 underreview. The periodical audit reports including significant audit observations andcorrective actions there-on are presented to the Chairman of the Audit Committee.

8. MATTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

• 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:

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Navin Korpeis liable to retire by rotation at the ensuing Annual General Meeting of the Company andbeing eligible offers himself for reappointment. The said Director is not disqualifiedfrom being re-appointed as a Director of a Company as per the disclosure received from himpursuant to Section 164(2) of the Companies Act 2013.

• ANNUAL EVAULATION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Pursuant to the provisions of the Companies Act the Board has carried out annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and Stakeholderrelationship 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 March 05 2020 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:

During the year under review there was no change in Key Managerial Personnel of theCompany.

9. MATTERS RELATING TO MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD:

• NUMBER OF BOARD MEETINGS:

The Board of Directors met 5 (Five) times during the Financial Year ended 31st March2020 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.

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.

• ATTENDANCE RECORD:

Dates on which the Meetings were held

Attendance of Directors

Mr. Navin Korpe Mr. Akshay Korpe Mr. Kedar Korpe Mrs. Anita Korpe Mr. Chandra shekhar Joshi Mr. Anil Lingayat Mr. Rajendra Gadve
30/05/2019 Present Present Present Present Present Present Absent
06/06/2019 Present Present Present Present Present Absent Absent
09/08/2019 Present Present Present Present Absent Present Absent
11/11/2019 Present Absent Absent Present Absent Present Present
05/03/2020 Present Present Present Present Present Present Present

• 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. Present

• 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 year2019-20.

• ATTENDANCE RECORD:

Dates on which the Meetings were held

Attendance of Members

Mr. Anil Lingayat Mr. Chandrashekhar Joshi Mr. Navin Nandkumar Korpe
30/05/2019 Present Present Present
09/08/2019 Present Present Present
11/11/2019 Present Absent Present
0503/2020 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 scope 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

There was no change in the composition of the Nomination & Remuneration Committeeduring the financial year 2019-20

• ATTENDANCE RECORD:

Dates on which the Meetings were held

Attendance of Members

Mr. Anil Lingayat Mr. Chandrashekhar Joshi Mrs. Anita Korpe
05/03/2020 Present Present Present

• STAKEHOLDERS RELATIONSHIP COMMITTEE:

• PREAMBLE:

Pursuant to Section 178 (5) of the Companies Act 2013 the Board of Directors of theCompany has dissolved 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:

Before Dissolvement of Stakeholders Relationship Committee consists of followingmembers:

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

• ATTENDANCE RECORD:

There was no requirement for meeting of members of the Stakeholders RelationshipCommittee during the Financial Year 2019-20.

• 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

There was no change in the composition of the Corporate Social Responsibility Committeeduring the Financial Year 2019-20.

• ATTENDANCE RECORD:

Dates on which the Meetings were held

Attendance of Members

Mr. Navin Nandkumar Korpe Mr. Kedar Navin Korpe Mr. Anil Lingayat
05/03/2020 Present Present Present

• EXPENDITURE PERTAINING TO CORPORATE SOCIAL REPOSIBILITY FOR THE FINANCIAL YEAR2019-20:

The meeting of CSR Committee was held on March 05 2020. 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 March 31 2020 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 2020-21.

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.

• AUDITORS REPORT:

The observations / qualifications / disclaimers made by the M/s Shah & ModiChartered Accountants in their report for the financial year ended 31st March 2020 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.

• REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

There 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:

Pursuant 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.

• SECRETARIAL AUDIT FOR THE YEAR ENDED MARCH 31 2020:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. MMJB &Associates LLP Practicing Company Secretaries had been appointed to issue SecretarialAudit Report for the Financial Year 2019-20.

Secretarial Audit Report issued by M/s. MMJB & Associates LLP Practicing CompanySecretaries in Form MR-3 for the Financial Year 2019-20 forms part to this report as an "Annexure- IV". The said report contains the following observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013 which are prescribed below:

Observations Management Reply
1. As per regulation 30 of SEBI (LODR) Regulations the Company on acquisition of shares in its subsidiary company has not intimated the Stock Exchange (NSE) within 24 hours of acquisition neither has provided any explanation for delay. The Company has inadvertently skipped to intimate the stock exchange within 24 hours of the acquisition of shares in its subsidiary company
2. As per regulation 38 0f SEBI (LODR) Regulations promoter shareholding in the company exceeded 75 percent for quarter ended September 30 2019 resulting in non-compliance with the minimum public shareholding requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules 1957. It was an inadvertent act as soon as the Company came to know about this non-compliance the company has rectified it within the prescribed time and accordingly intimated the exchange.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

14. OTHER DICLOSURES:

• DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders 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 terms of Section 134 (5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 312020 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 March 31 2020 and of theprofit/loss of the Company for that year;

c) proper 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) proper 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)(N) 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 2019-20 the Board adopted Sexual Harassment Policy andconstituted Internal Complaint Committee for prevention and prohibition of SexualHarassment of woman at workplace. The Committee noted the fact that the Company hasreceived zero tolerance towards sexual harassment at the workplace during the FinancialYear 2019-20.

Further the Company had also adopted a policy on prevention prohibition and redressalof sexual harassment at workplace in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthereunder.

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. DISCLOSURE 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- VII"

16. APPRECIATION:

Your 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
Managing Director
DIN-02200928
Add- Flat No.6 Ashirwad
G. V Scheme Road No.1
Mulund East Mumbai 400081
Date: September 01 2020
Place: Thane

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