Anna Infrastructures Limited
Your Directors have the pleasure of presenting the Twenty Seventh Annual Report of theCompany on the business and operations of the Company together with Audited Statement ofAccounts for the year ended March 31 2019.
1. FINANCIAL RESULTS
The Company's performance during the financial year ended March 31 2019 as compared tothe previous financial year is summarized as below:
| ||Current Year ended ||Previous Year Ended |
| ||31/03/2019 ||31/03/2018 |
|Revenue from Operations before tax interest & depreciation ||8721298.00 ||10760059.00 |
|Less: Depreciation ||799236.00 ||799236.00 |
|Less: Finance Charges ||166455.00 ||277615.00 |
|Profit Before Tax ||3513847.00 ||4949949.00 |
|Provision for Tax ||931102.00 ||1274033.00 |
|Profit After Tax ||2582745.00 ||3675916.00 |
|Add: Balance brought forward from previous year ||40297506.00 ||36621590.00 |
|Profit available for appropriation ||42880251.00 ||40297506.00 |
|Balance to be carried forward to the balance sheet ||42880251.00 ||40297506.00 |
2. STATE OF COMPANY'S AFFAIRS
The Company is engaged in the activities of Lands for Real Estate Development. On thereal estate development front the Company develops residential commercial & socialinfrastructure projects. There was no change in the nature of business of the Companyduring the year under review.
During the year under review your Company's total revenue stood at Rs 9224410 as at31st March 2019 as compared to Rs. 11168996 as at 31st March2018.
At present the Authorized Share Capital of the Company is Rs. 50000000/- (RupeesFive Crore only) divided into 5000000 Equity Shares of Rs. 10/- each and the Paid-upShare Capital is Rs. 38000000/- (Rupees Three Crore Eighty Lacs only) divided into3800000 Equity Shares of Rs. 10/- each.
Considering the market conditions Company's performance was good during the year underreview but the Company wants to invest as much as possible into further growth so yourDirectors has recommended not to pay any dividend for the year under review.
4. TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned duringfinancial year ended 2018-19.
During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. As on April 1 2018 no amounts were outstanding which were classified asDeposits' under the applicable provisions of Companies Act 2013 and hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Companies Act 2013 is not applicable.
6. SHARE CAPITAL
During the financial year under report the Company has neither made any issue ofequity shares with differential voting rights sweat equity shares or under employee stockoptions scheme nor it has made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees.
7. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES
As on 31st March 2019 the Company does not have any subsidiary or jointventure and associate company.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Director retiring by rotation
Pursuant to Section 152 read with Section 149(13) of the Companies Act 2013 and inaccordance with the Article of Association of the Company Mr. Rakesh Kumar MittalNon-Executive Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board of Directorsrecommends his re-appointment.
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
Pursuant to the provisions of Section 149 subsection (7) of the Companies Act 2013and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Mrs. Kusum Singhal holds position of a Non-Executive (Independent)Woman Director of the Company.
All of the Directors of the Company have confirmed that they are not disqualified underprovisions of Section 164 of the Companies Act 2013 from being appointed / continue tohold position of Directors of the Company.
Key Managerial Personnel
Mr. Narendra Kumar Singh continues to hold the position of Chief Financial Officer ofthe Company.
Miss Kanchan Agarwal continues to hold the position of Company Secretary cum ComplianceOfficer of the Company.
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy has been approved by the Nomination & Remuneration Committee andthe Board of Directors. More details on the same have been given in the CorporateGovernance Report.
9. BOARD AND COMMITTEE MEETING Number of Board Meetings
The Board of Directors met 10 times during the financial year ended March 31 2019 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder thedetails of which has been given in the Corporate Governance Report. Directors of theCompany actively participated in the meetings and contributed valuable inputs on thematters brought before the Board of Directors from time to time.
Number of Committees Meeting
The Audit Committee met 4 times during the financial year ended March 31 2019. TheStakeholders Relationship Committee met 4 times during the financial ended March 31 2019.The nomination and remuneration committee met 1 times during the financial year endedMarch 31 2019. Members of the Committees discussed the matter placed and contributedvaluable inputs on the matters brought before.
Additionally during the financial year ended March 31 2019 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013 and the provisions of SEBI (Listing Obligation & DisclosureRequirements) Regulation 2015.
10. COMMITTEES OF THE BOARD
Currently the Company has three committees viz; Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee which has been established asa part of the better corporate governance practices and is in compliance with therequirements of the relevant provisions of applicable laws and statutes.
The details with respect to the compositions terms of reference scope and powersroles meetings etc. of the relevant committees are given in detail in the CorporateGovernance Report forming part of this Annual Report.
11. CORPORATE SOCIAL RESPONSIBILITY
During the financial year under report your Company has not met the criteria laid downunder the provisions of Section 135(1) of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 and accordingly the provisionsincluding but not limited up to constitution of Corporate Social Responsibility Committeeand formulation / implementation of a policy on Corporate Social Responsibility are notapplicable to the Company.
12. PERFORMANCE EVALUATION OF THE BOARD
In accordance with the provisions of Regulation 17(10) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Schedule IV of the Companies Act 2013evaluation of performance of Independent Directors by the Non Independent Directors andreview of performance of Non Independent Directors and the Board as a whole by theIndependent Directors was made during the financial year under report. The Directors weresatisfied with the evaluation results which reflected the overall engagement of the Boardand its Committees with the Company.
This may be considered as a statement under provisions of Section 134(3)(p) of theCompanies Act 2013 and Rule 8(4) of the Companies (Accounts) Rules 2014. More details onthe evaluation mechanism are given in the Corporate Governance Report.
13. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistle-blowing mechanism not only helps the Companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the ComplianceOfficer or the Chairman of the Audit Committee where necessary. The Company ensures thatgenuine Whistle Blowers are accorded complete protection from any kind of unfair treatmentor victimization. The Whistle Blower Policy is disclosed on the website of the Company atwww.annainfrastructures.com.
14. RISK MANAGEMENT POLICY
The Company has developed and implemented a Risk Management Policy to meet the risksassociated with the business of the Company. Business risk evaluation and management is anongoing process within the Company. The assessment is periodically examined by the RiskManagement Audit Committee of the Board.
15. PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186
The details of loans given investments made guarantees given and securities providedunder Section 186 of The Companies Act 2013 are as under:
|Name of Borrower ||Amount of Loan as on 31.03.2019 ||Rate of Interest on which loan given ||Limit Passed by Board Resolution |
|- ||- ||- ||- |
16. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered during the financial year under reportwere in the ordinary course of business of the Company and were on arm's length basis.There were no materially significant related party transactions entered by the Companywith its Promoters Directors Key Managerial Personnel or other persons which may have apotential conflict with the interest of the Company.
Since no material related party transactions were entered by the Company and all thetransactions entered into by the Company with its related parties were in the ordinarycourse of business and on an arm's length basis disclosure in the Form AOC-2 is notrequired to be given.
17. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls related to financialstatement. During the year such controls were tested and no reportable materialweaknesses were observed by Internal Auditors of the Company for inefficiency orinadequacy of such controls. Some of the controls are outlined below:
The Company has adopted accounting policies which are in line with theAccounting Standards and other applicable provisions of the Companies Act 2013;
Changes in polices if any are approved by the Audit Committee in consultationwith the Auditors;
In preparing the financial statement judgment and estimates have been madebased on sound policies. The basis of such judgments and estimates are approved by theAuditors and the Audit Committee.
18. 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 March 31 2019 made under the provisions ofSection 92(3) of the Act is attached as Annexure I which forms part of this Report.
19. PARTICULARS OF EMPLOYEES AND REMUNERATION
Your Directors appreciate the significant contribution made by the employees to theoperations of your Company during the period.
The information required on particulars of employees as per Section 197(12) of theCompanies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in a separate Annexure II to this Directors'Report.
As per the provisions contained in the proviso to Section 136(1) of the Companies Act2013 the aforesaid particulars are not being sent as a part of this Annual Report. AnyMember interested in obtaining a copy of the same may write to the Company Secretary atthe registered office of the Company.
The matters related to Auditors & their Reports are as under:
In terms of Section 139 of the Companies Act 2013 M/s Vinay Bansal & AssociatesChartered Accountants have been appointed as Statutory Auditor of the Company in the 25thAnnual General Meeting held on September 26 2017 for 5 years and same was confirmed bythe Shareholders at 26th Annual general Meeting pursuant to Section 40 of the Companies(Amendment) Act 2017 as notified by Ministry of Corporate Affairs vide its notificationdated May 7 2018.
As required under provisions of Section 204 of the Companies Act 2013 and Rules framedthereunder the Board has reappointed the existing Secretarial Auditors of the CompanyM/s Satyendra Sharma & Associates Practicing Company Secretaries for conducting theSecretarial Audit for the FY 2019-20.
The Report in respect of the Secretarial Audit carried out by M/s Satyendra Sharma& Associates Practicing Company Secretaries in Form MR-3 for the Financial Year2018-19 forms part of this report as Annexure III. The said report does not contain anyadverse observation or qualification or modified opinion requiring explanation or commentsfrom the Board under Section 134 (3) of the Companies Act 2013.
In accordance with the provisions of Section 138 of the Companies Act 2013 and Rulesframed thereunder your Company has appointed Mr. Atul Kakkar Chartered AccountantProprietor as the Internal Auditors of the Company and takes his suggestions andrecommendations to improve and strengthen the internal control systems. His scope of workincludes review of operational efficiency effectiveness of systems & processescompliances and assessing the internal control strengths in all areas. The Audit Committeereviews adequacy and effectiveness of the Company's internal control environment andmonitors the implementation of audit recommendations including those relating tostrengthening of the Company's risk management policies and systems.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany which has been occurred between the end of the financial year i.e. March 31 2019and the date of signing of the Directors' Report i.e. August 13 2019.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
Presently the equity share capital of your Company is listed at the Bombay StockExchange Limited (Scrip Code: 530799). The Company's equity shares are available fortrading in demat form by all the investors on BSE which is having trading terminals invarious cities affording to the investors convenient access to trade and deal in theCompany's equity shares across the country.
The Company is regular in complying with the requirements of the Listing Agreement /Regulations and has duly paid the requisite Listing Fees to the Bombay Stock ExchangeLimited.
24. CODE OF CONDUCT
The Board has laid down a Code of Conduct ("Code") for Board MembersManagerial Personnel and for Senior Management Employees of the Company. This Code hasbeen posted on the Company's website at www.annainfrastructures.com . All the BoardMembers and Senior Management Personnel have affirmed compliance with this Code. Adeclaration by the Managing Director to this effect forms part of the Corporate GovernanceReport.
The Board has also laid down a Code of Conduct for Independent Directors pursuant toSection 149(8) and Schedule IV to the Companies Act 2013 via terms and conditions forappointment of Independent Directors which is a guide to professional conduct forIndependent Directors and has been uploaded on the website of the Company at following weblink www.annainfrastructures.com.
25. CORPORATE GOVERNANCE
Your Company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. A Report on CorporateGovernance along with a Certificate from Statutory Auditors of the Company regardingcompliance of conditions of Corporate Governance as stipulated under provisions ofRegulation 34(3) and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report.
26. MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separately furnished in theAnnual Report and forms a part of the Annual Report.
27. PARTICUALS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The disclosures required to be made 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 and foreign exchange earnings and outgo arenot applicable to the Company as the Company being Infrastructure Company neitherinvolved in any manufacturing processing nor any of its transactions involves foreignexchange earnings and outgo.
28. DIRECTOR'S 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 31 2018 the Board ofDirectors hereby confirms that:
1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
2. The Directors had selected such accounting policies have been selected and appliedconsistently and the Directors made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as onMarch 31 2018 and of the profits of the Company for the year ended on that date;
3. The Directors had taken proper and sufficient care was taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. The Directors has prepared annual accounts of the Company have been prepared on agoing concern basis;
5. The Directors had laid down internal financial controls have been laid down to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;
6. The Directors had devised proper systems have been devised to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to express their deep and sincere gratitude to theClients Customers and Shareholders of the Company for their trust and patronage as wellas to the various Bankers Reserve Bank of India Securities and Exchange Board of IndiaBombay Stock Exchange Government of India and other Regulatory Authorities for theircontinued co-operation support and guidance.
| ||By Order of the Board of Directors |
| ||For Anna Infrastructures Limited |
|Agra August 13 2019 || |
| ||(Ashok Kumar Mittal) |
| ||Chairman |
| ||DIN: 00320504 |