To the Members
ANKA INDIA LIMITED
Your Directors have pleasure in presenting this 25th Annual Report together withAudited Accounts of the Company for the Financial Year ended 31st March 2019.
1. FINANCIAL RESULTS
The financial results for the year ended 31st March 2019 and for the previous yearended 31st March 2019 are as follows:
| ||[Amount in Rs Lakhs] |
|Particulars ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 |
|Income from Operation ||10.00 ||- |
|Other Income ||- ||- |
|Total Income ||10.00 ||- |
|Total Expenses ||17.45 ||16.91 |
|Profit/Loss before Finance Cost Depreciation and Taxes ||(7.39) ||(16.91) |
|Finance Cost ||0.01 ||0.054 |
|Depreciation ||0.06 ||- |
|Profit before Tax ||(7.45) ||(16.96) |
|Provision for Taxation ||- ||- |
|Deferred Tax (Assets)/Liability ||- ||- |
|Short/ (Excess) Provision of earlier year ||- ||- |
|Profit for the Year ||(7.45) ||(16.96) |
|Earnings per Share ||(0.19) ||(0.61) |
As the Company has incurred losses your Directors do not propose any Dividend for thefinancial year ended March 2019.
3. TRANSFER TO RESERVES
In view of the losses the Board does not propose to transfer any amount to thereserves.
4. STATE OF COMPANY'S AFFAIR AND FUTURE OUTLOOK
The financial year 2018-19 has been a successful year for the Company. As the Companyhas earned a revenue from operations of Rs 10.00 and also the loses of the Company hasdecreased to Rs (7.46)in comparison to Rs (16.96) in the last financial year.
The board of the Directors are putting their best efforts and they believe the businessof the Company will achieve new heights in the ensuing year and the Company will earnprofits in the upcoming years.
The operational aspects of the Company's working have been covered in detail in theManagement Discussion and Analysis Report and the same is deemed to be part of thisDirectors' Report.
5. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the period underreview.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There has been no material change and commitments occurred between the end of thefinancial year of the Company i.e. 31st March 2019 and the date of this report affectingthe financial position of the Company.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There are no significant and material order passed by the Regulators or Court whichwould impact the going concern status of the Company and its future operations.
8. INTERNAL FINANCIAL CONTROL
The Company's Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed. TheAudit Committee constituted by the Board reviews the internal control and financialreporting issues with the Internal Auditors.
A detailed note has been provided under Management Discussion and Analysis report
9. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES PERFORMANCE AND FINANCIALPOSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the period under review no company have become or ceased to be its Subsidiariesjoint ventures or associate companies.
The Company does not have any Subsidiary Joint venture Company or Associate Companieshence there is no comments is required on their performance.
During the year under review your Company did not accept any Deposits from the Publiccovered under Chapter V of the Companies Act 2013.
The Company at its 23rd Annual General Meeting has appointed M/s AMSKY & CoChartered Accountant Rewari Haryana (FRN: - 008458N) as the statutory Auditors of theCompany to hold office for 5 (Five) years from the conclusion of 23rd Annual GeneralMeeting of the Company till the conclusion of the 28th Annual General Meeting of theCompany.
Pursuant to the provisions of section 138 of the Companies Act 2013 every listedCompany has to appoint an Internal Auditor who shall either be a chartered accountant or acost accountant or such other professional as may be decided by the Board to conductinternal audit of the functions and activities of the company. Accordingly the Board ofDirectors of your Company in their meeting held on 25/08/2019 has re-appointed M/s GauravGupta & Associates Cost Accountants Delhi as Internal Auditors of the Companypursuant to the provisions of Section 138 of the Companies Act 2013 for the FinancialYear 2019-2020.
Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed format.
The Board of Directors appointed Arjun Kumar Tyagi Company Secretary as SecretarialAuditor to conduct Secretarial Audit of the Company for Financial Year 2018-19 and theirreport is annexed to this Board report [Annexure A].
12. AUDITORS' REPORT
| STATUTORY AUDIT REPORT || |
|AUDITORS REMARKS ||DIRECTORS REPLY |
|1 Basis of Qualified Opinion || |
|Attention is drawn to Note 6 to the financial statement "Other noncurrent assets-MAT Credit Entitlement" that the Company continue to recognise minimum alternatives tax paid in previous years amounting to Rs 2520258 as asset and expects the same to be adjusted against future tax payment. In our view considering the past history of losses which is resulting into negative net worth of the Company and overall financial position of the Company it is not prudent on part the company to recognise the same as assets and the same is not in consonance with provisions of "Guidance Note on accounting for credit available in respect of Minimum Alternative Tax under the Income Tax Act 1961". ||The Company is confident of starting a new venture within this current financial year and hopes to adjust the same against future tax liabilities. |
Rest of the observations of the auditors on the Financial Statements including relevantnotes on the accounts are self-explanatory and therefore do not call for any furthercomments.
During the year under review the Auditors had not reported any matter under Section143(12) of the Companies Act 2013 therefore no detail is required to be disclosed underSection 134(3) of the Act.
SECRETARIAL AUDITOR REPROT
There has been no observation and any adverse remark has been given by the secretarialauditor on its report.
13. SHARE CAPITAL
During the period under review the Company has allotted 3270333 equity shares of Rs10/- each pursuant to conversion of warrants and accordingly the share capital of theCompany increased to Rs 62737820 (Rupees Six Crore Thirty Twenty Seven Lakhs ThirtySeven Thousand Eight Hundred Twenty).
As on 31st March 2019 none of the Directors of the Company except the following heldshares of the Company:
Mr. Rakesh Kumar Trikha Director 855641 Equity Shares and Mrs. Sulakshana Trikhawhole Time Director 1514565 Equity Shares.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
All the equity shares of the Company are having pari passu rights and theCompany has not issued any equity shares with differential rights.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any sweat equity during the year.
14. EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of Annual Return in annexed as per AnnexureB'
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Information under Section 134 of the Companies Act 2013 read with the rules made thereunder is given in Annexure C' forming part of this Report.
16. CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by Ministry ofCorporate Affairs every company having the net worth of Rs. 500 crores or more turnoverof Rs. 1000 crores or more or net profit of Rs 5 Crore or more during any financial yearhave to spend at least 2% of the average net profit of the company made during the threeimmediately preceding financial years.
As per the guidelines given above our company does not come under the stipulatedcategory to spend any amount on the CSR activity.
CHANGES IN DIRECTORS
During the period under review there are no changes in the Directorship of the Company.
In terms of Section 152 of the Companies Act 2013 Mrs. Sulakashana Trikha is liable toretire by rotation and being eligible for reappointment.
Board of Directors recommends the reappointment of Mr. Sulakashana Trikha to beconfirmed in the upcoming Annual General Meeting. Brief resumes of the directors beingappointed / re-appointed form part of the Notice of the ensuing AGM.
CHANGES IN KEY MANAGERIAL PERSON
During the period under review Mrs. Antima Gupta has resigned from the post of CompanySecretary w.e.f. 31/05/2018 and Ms. Prachi Kadakia has appointed as the Company Secretaryof the Company w.e.f. 12/06/2018.
Ms. Prachi Kadakia has now resigned from the post of Company Secretary w.e.f.06/06/2019.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013.
The evaluation framework for assessing the performance of Directors of your Companycomprises of contributions at the meetings strategic perspective or inputs regarding thegrowth and performance of your Company among others
Pursuant to the provisions of the Act and the Listing Regulations the Directors havecarried out the annual performance evaluation of the Board Independent DirectorsNon-executive Directors Executive Directors Committees and the Chairman of the Board.
The details of programme for familiarization of Directors of your Company are availableon your Company's website viz www.ankaindia.com.
During the financial year 2018-19 there were 14 (Fourteen) Board Meetings 4 (Four)Audit Committee meetings 4 (Four) meetings of the Stakeholder relationship committee 1(One) meeting of the Nomination and remuneration Committee and 1 (One) meeting ofIndependent Director held for which proper notice has been given and the proceedings arerecorded in the minutes thereof. The provisions of Companies Act 2013 were adhered whileconsidering the time gap between two meetings.
The Details of the Board and Committee Meetings are as Follows:-
|S. No ||Date of Meeting ||Board Meeting ||Audit Committee Meeting ||Stakeholder Relationship Committee ||Nomination and Remuneration Committee Meeting ||Independent Director Meeting |
|1 ||15-04-18 ||? ||- ||- ||- ||- |
|2. ||30-05-18 ||? ||? ||- ||- ||- |
|3. ||12-06-18 ||? ||- ||? ||? ||- |
|4. ||14-08-18 ||? ||? ||- ||- ||- |
|5. ||25-08-18 ||? ||- ||? ||- ||- |
|6. ||29-10-18 ||? ||- ||- ||- ||- |
|7. ||14-11-18 ||? ||? ||- ||- ||- |
|8. ||10-12-18 ||? ||- ||? ||- ||- |
|9. ||07-01-19 ||? ||- ||- ||- ||- |
|10 ||01-02-19 ||? ||- ||- ||- ||- |
|11 ||14-02-19 ||? ||? ||- ||- ||- |
|12 ||18-03-19 ||? ||- ||? ||- ||- |
|13 ||20-03-19 ||? ||- ||- ||- ||- |
|14 ||23-03-19 ||? ||- ||- ||- ||? |
19. AUDIT COMMITTEE
In terms of section 177 of the Companies Act 2013 the Composition of the Auditcommittee is Ms. Niti Sethi is the Chairman and Mr. Rakesh Kumar Trikha and Ms. AshaKishinchand are the Members.
During the period under review the board has accepted all the recommendation of theAudit committee.
20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud free and corruption free work culture has been the core of the company'sfunctioning. In view of the potential risk of fraud and corruption due to rapid growth andgeographical spread of operations the Company has put even greater emphasis to addressthis risk.
To meet this objective a Whistle Blower Policy has been laid down. The same policy asapproved by the Board was uploaded on the Company website at web link www.ankaindia.com.
21. REMUNERATION POLICY
The Board has framed a policy for selection of and appointment of Directors SeniorManagement and their remuneration and the same has been uploaded on the website of theCompany at web link www.ankaindia.com.
22. PARTICULARS OF LOAN GUARANTEES AND INVESTMENT
The Company has not given any Loan given any guarantee or provided security inconnection with a Loan to any other body corporate or person and has not acquired by wayof subscription purchase or otherwise the securities of any other body corporate underSection 186 of the Act.
23. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Person etc. which may have potential conflict with the interest of the Companyat large.
All related party transactions were presented to the Audit Committee and the Board.Approval is obtained for the transactions which are foreseen and repetitive in nature.Related party transactions entered were presented before the Board and Audit Committee onquarterly basis specifying the nature value and terms and conditions of thetransactions.
The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website at the web link www.ankaindia.com.
No Material Related Party Transactions were entered during the year by your Company.Accordingly the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2 is not applicable.
24. CORPORATE GOVERNANCE
As per the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 all the listed entities having paid up equity share capital of more thanRupees ten crore and having a net worth of Rs twenty five crores should comply with theprovisions of regulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i)of sub-regulation (2) of regulation 46 and para C D and E of Schedule V.
Whereas as per the last Audited Balance Sheet as made up till 31.03.2019 the Companyfalls short of the above mentioned criteria hence the provisions relating to CorporateGovernance as mentioned above para does not apply to the Company. However the company istaking utmost care and following all the provisions of the Corporate Governance asprescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.
25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
Sine Company has not paid any remuneration to any of its directors pursuant to Section197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014 median employee remuneration cannot be compared. Hencethe said details are not provided.
26. RISK MANAGEMENT POLICY
Risk Management is a very important part of every business. Company's Risk ManagementPolicy divides Risk into two broad categories; one Risk Associated at the TransactionalLevel and the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level the company has appropriatecontrol mechanism and operating effectiveness of the Internal Financial Controls and LegalCompliance System. The company has created appropriate structures with proper delegationof duties and responsibilities of employee at each level on enterprise basis forcompliances thereof.
In respect of Risk Associated at Decision Making level like political social &economic market technology capital structure foreign exchange & interest ratethey are evaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and LegalCompliance System are periodically reviewed by the Management Internal AuditorsStatutory Auditors and the Audit Committee.
Personnel relations with all employees remained cordial and harmonious throughout theyear. Your Directors wish to place on record their sincere appreciations for thecontinued sincere and devoted services rendered by all the employees of the Company.
28. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION&
REDRESSAL) ACT 2013
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act') the Company has constituted InternalComplaints Committees (ICC) which are responsible for redressal of complaints related tosexual harassment. The objective of the Policy is to create and provide a work environmentthat is safer civilized free from any sort of hostility supportive to the diversity& dignity of all Associates where Associates feel secure provide protection to theAssociates at the workplace and established guidelines for prevention & redressal ofcomplaints of sexual harassment and matters connected or incidental thereto at theworkplace on the basis of natural justice and confidentiality.
The Company is committed to provide a safe and conducive work environment to its womenemployees.
The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 [14 of 2013]
29. COST RECORDS
The Company is not required maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013
30. SECRETARIAL STANDARDS
The Company has duly complied with the secretarial standards as prescribed by the ICSI.
31. DIRECTORS' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of the Companysubject to disclosures in the Annual Accounts and also on the basis of the discussion withthe Statutory Auditors/Internal Auditors of the Company from time to time your Directorsmake the following statements in terms of Section 134(3)(c) of the Companies Act 2013
a) in the preparation of the annual accounts for the year ended March 31st 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31st 2019 and of the profitof the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d)the Directors have prepared the annual accounts on a going concern' basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Company's Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed. TheAudit Committee constituted by the Board reviewed the internal controls and financialreporting issues with Internal Auditors and Statutory Auditors.
The Directors express their gratitude and thanks to all the Institutions & BanksGovernment Authorities where company's operations are carried out ShareholdersCustomers Suppliers and other Business Associates for their continued co-operation andpatronage.
FOR AND ON BEHALF OF THE BOARD
|Place: Gurgaon ||SD/- ||SD/- |
|Dated: 26/08/2019 ||SULAKASHANA TRIKHA ||RAKESH KUMAR TRIKHA |
| ||WOLETIME DIRECTOR ||CHAIRMAN & DIRECTOR |
| ||DIN 02924761 ||DIN: 02585330 |