To the Members
ANKA INDIA LIMITED
Your Directors have pleasure in presenting this 27th Annual Report togetherwith Audited Accounts of the Company for the Financial Year ended 31st March2021.
1. FINANCIAL RESULTS
The financial results for the year ended 31st March 2021 and for theprevious year ended 31st March 2020 are as follows:
[Amount in Rs Lakhs]
|Particulars ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Income from Operation ||5.00 ||11.02 |
|Other Income ||- ||- |
|Total Income ||5.00 ||11.02 |
|Total Expenses ||11.62 ||10.33 |
|Profit/Loss before Finance Cost Depreciation and Taxes ||(6.62) ||0.69 |
|Finance Cost ||0.03 ||0.01 |
|Depreciation ||0.12 ||0.12 |
|Profit'/loss before Tax ||(6.77) ||0.56 |
|Provision for Taxation || ||- |
|Deferred Tax (Assets)/Liability ||- ||- |
|Short/ (Excess) Provision of earlier year ||- ||- |
|Profit/loss for the Year ||(6.77) ||.56 |
|Earnings per Share ||(0-11) ||0.01 |
In view losses the Board doesn't recommend any dividend for the financial year 202021.
3. TRANSFER TO RESERVES
The Board does not propose to transfer any amount to the reserves.
4. STATE OF COMPANY'S AFFAIR AND FUTURE OUTLOOK
The financial year 2020-21 has not been a successful year for the Company as theCompany has incurred a loss of Rs (6.77) Lacs. However the Company has earned a revenueof Rs 5.00 Lacs during the year.
Due to 2nd wave of COVID-19 the futures plans of the Company has badlyimpacted and therefore the Company has unable to meet out the expenses.
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 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
There has been no material change and commitments occurred between the end of thefinancial year of the Company i.e. 31st March 2021 and the date of this reportaffecting the 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 Members of the Company at the 26th Annual General Meeting ('AGM') heldon 30th September 2020 approved the appointment of M/S R.S. Prabhu & AssociatesChartered Accountants ("RSB") as the Auditors of the Company for a period of 1year from the conclusion of the said this AGM to fill the casual vacancy caused by theresignation of M/s. AMSKY & CO. Chartered Accountants Rewari. The Company hasreceived the consent from RSB showing their willingness to reappoint as the auditor of theCompany for a period of 5 year and a certificate to the effect they are not disqualifiedunder Section 141 of the Companies Act 2013 and eligible to reappoint as the auditor ofthe Company.
The Board of the Directors of the Company recommends the members to confirm thereappointment of M/S R.S. Prabhu & Associates Chartered Accountants FirmRegistration No. 127010W as the statutory auditors in the Annual General Meeting of theCompany who holds office upto the conclusion of the 32nd Annual General Meetingof the Company as per the provisions of the Section 139 of the Companies Act 2013.
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 06/09/2021 has reappointed M/s Manoj S.Sharma & Associates Cost Accountants Delhi as Internal Auditors of the Companypursuant to the provisions of Section 138 of the Companies Act 2013 for the FinancialYear 2021-2022.
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 Mr. Rahul Gupta Company Secretary as SecretarialAuditor to conduct Secretarial Audit of the Company for Financial Year 2020-21 and theirreport is annexed to this Board report [Annexure A].
12. AUDITORS' REPORT
STATUTORY AUDIT REPORT
|S. AUDITORS REMARKS NO ||DIRECTORS REPLY |
|1 Basis of Qualified Opinion (i) Company continues to recognize minimum alternative tax paid in previous years amounting to Rs. 25.20 Lakhs as asset and expects the same to be adjusted against future tax payments. 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 recognize the same as assets and the same is not in consonance with the 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 soon and hopes to adjust the same against future tax liabilities. |
|2. Company has not complied with the requirements of the Income Tax 1962 on account of short deduction of TDS amounting to Rs. 6525 u/s 194J. Further Company has defaulted in payment of TDS amounting to Rs 52000 outstanding from the previous years. ||Due to current COVID-19 situations the Company is facing financial challenges. The Management is putting their best efforts to pay out all pending dues. |
|3. The Company does not appear to be carrying out any operations over the past few years further the Company's cumulative negative reserves amounts to over 80% of paid up capital as a result the going concern capability of the Company is being questioned although the financial have not been drawn questioning the same. ||The Company is confident of starting a new venture soon and will be a going concern Company. |
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
The observations of the auditors are self-explanatory and therefore do not call for anyfurther comments.
13. SHARE CAPITAL
During the period under review there are no changes in the share capital of the Companyand the share capital of the Company is Rs 62737820 (Rupees Six Crore Thirty TwentySeven Lakhs Thirty Seven Thousand Eight Hundred Twenty).
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
All the equity shares of the Company are having pari - passu rights and the Company hasnot 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 Annexure 'B'
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 following changes has been occurred in the director ofthe Company:-
1. Due to COVID-19 there is a sad demise of Mr. Rakesh Kumar Trikha on 11thMay 2020.
2. The board of directors has appointed Mr. Raman Rakesh Trikha as the additionaldirector on the Board of the Company on 09/10/2020 to hold office upto the conclusion ofthis AGM. The Company has received notice in writing under the provisions of Section 160of the Act from a member along with deposit of Rs. 100000 (Rupees One Lakh) signifyinghis intention to propose the appointment of Mr. Raman Rakesh Trikha as the Director of theCompany. Therefore the board recommends the member to regularise the appointment of Mr.Raman Rakesh Trkiha.
3. In terms of Section 152 of the Companies Act 2013 Mrs. Sulakashana Trikha is liableto retire by rotation and being eligible for reappointment. Board of Directors recommendsthe reappointment of Mr. Sulakashana Trikha to be confirmed in the upcoming Annual GeneralMeeting.
Brief resumes of the directors being appointed / re-appointed form part of the Noticeof the ensuing AGM.
CHANGES IN KEY MANAGERIAL PERSON
During the period under review there are no changes in key managerial persons.
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 2020-21 there were 8 (Eight) Board Meetings 5 (Five) AuditCommittee meetings 4 (Four) meetings of the Stakeholder relationship committee 1 (One)meeting of the Nomination and remuneration Committee and 1 (One) meeting of IndependentDirector held for which proper notice has been given and the proceedings are recorded inthe minutes thereof. The provisions of Companies Act 2013 were adhered while consideringthe time gap between two meetings.
The Details of the Board and Committee Meetings are as Follows:-
|S. Date of N Meeting o ||Board Meeti ng ||Audit Committ ee Meeting ||Stakeholder relationship committee ||Nomination and remuneratio n Committee Meeting ||Independ ent Director Meeting |
|1 20/05/2020 || ||- || ||- ||- |
|2 31/07/2020 || || ||- ||- ||- |
|3 13/08/2020 || || ||- ||- ||- |
|4 05/09/2020 || || || ||- ||- |
|5 09/10/2020 || ||- ||- || ||- |
|6 13/11/2020 || || || ||- ||- |
|7 14/02/2021 || || || ||- ||- |
|8 11/03/2021 || ||- ||- ||- || |
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 Mrs. Sulakshana 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 31.03.2020 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
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 31st2021 the applicable accounting standards read with requirements set out under ScheduleIII to the Act 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 2021 and ofthe loss of 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/- || |
|Dated: 06/09/2021 ||SULAKASHANA TRIKHA ||RAMAN RAKESH TRIKHA |
| ||WOLETIME DIRECTOR ||DIRECTOR |
| ||DIN 02924761 ||DIN:00383578 |