Your Directors have pleasure in presenting their 24th Annual Report of yourCompany together with Annual Audited Financial Statements and Auditors' Report for theyear ended 31st March 2018.
FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE)
During the year under review performance of the company as under:
|PARTICULARS ||Year Ended 31st March 2018 ||Year Ended 31st March 2017 |
|Total Income ||375.81 ||590.05 |
|Total Expenditure ||342.94 ||571.90 |
|Profit/(Loss) before Depreciation & Tax ||32.87 ||18.15 |
|Depreciation ||53.38 ||59.28 |
|Tax ||0.00 ||0.00 |
|Net Profit/(Loss) for the year ||(20.51) ||(41.13) |
STATE OF AFFAIRS OF THE COMPANY
Your Company has made net loss of Rs. 41.13 Lacs during the year 2017-18 as compared tonet loss of Rs. 20.51 Lacs during the previous year. Directors are making sincere effortsto increase the profit of the Company.
During the year the Company has not processed green peas during the pea Season due torepair work of plant as compared to previous year in which the Company had processed atotal of 805070 KG of green peas. There is lot of scope in food process industry and yourmanagement is making sincere effort to capitalize it.
The Board of Directors has decided not to recommend any amount of dividend with a viewto conserve resources.
TRANSFER TO RESERVES
The Board of Directors of the Company has decided not to propose any amount to carryany reserves in the Balance Sheet
The company has not invited any deposits from public during the year under review.
SIGNIFICANT AND MATERIAL ORDER
There are no significant and material order passed by regulators or courts or tribunalsimpacting the going concern status and company's operations in future
MATERIAL CHANGES AND COMMITMENTS
There was no material change and commitment affecting the financial position of thecompany in the financial year ended 31st March 2018 to which the financial statementrelates and the date of the report
NUMBER OF BOARD MEETINGS
During the year under review 6 (Six) Board Meeting were held the details of which aregiven in Corporate Governance Report. The intervening gap between any two meetings waswithin the period prescribed by the Companies Act 2013.the details of Board meeting isgiven in "Corporate Governance Report" forming part of this annual report. Themaximum gap between any two consecutive meetings does not exceed 120 days as prescribedunder the Companies Act 2013.
During the year no business was transected through Postal Ballot.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of Business of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director undersection 149 (7) of the companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 16 of the SEBI(Listing obligations & Disclosures Requirements) Regulations 2015. During the yearone meeting of Independent Directors was held as Schedule IV of the Companies Act 2013under the chairmanship of Independent Director. As required under Schedule IV of theCompanies Act 2013 and Regulation 25(7) of the SEBI (Listing obligations &Disclosures Requirements) Regulations 2015 the company regularly familiarize it'sIndependent Director with their role rights responsibilities etc
APPOITMENT REAPPOITMENT OF DIRECTORS & KMP
Your company has 6 (Six) Directors. Mr. Dhruv Sharma (DIN-07844050) who retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. As per Regulation 36(3) of the SEBI (Listing Obligations & DisclosuresRequirement) Regulations 2015 the particulars of reappointments of Mr. Dhruv Sharma aregiven in the notice of Annual General Meeting.
During the Year Mr.R.C C Sharma (DIN-00148867) resigned from the Board of the companyw.e.f. 11/08/2018 and Mr. Dhruv Sharma (DIN-07844050) appointed ad Director of the companyw.e.f. 22/07/2018.
Further Mr.Ravindra Kumar Agarwal (DIN02171916) appointed as Independent Director(Additional) w.e.f 11/04/2018 & member of Audit Committee and Mr.Ramesh Chandra Sharma(DIN-03355782) resigned from the company and member of audit Committee w. e. f.11/04/2018.
Mr.Mehinder Sharma Managing Director & CEO. Mr. Subodh Kumar CFO and Mr.ManojMishra are the KMP as per the provisions of Companies Act 2013.
NOMINATION AND REMUNARATION POLICY
As required under Regulation 19 of SEBI (Listing Obligations and DisclosuresRequirement)Regulations2015 read with Section 134(3)(e) of the Companies Act2013thecompany has a policy on Directors Appointment and remuneration including criteria fordetermining qualificatiospositive attributes independence of a director and othermatters provided under sub section 3 of Section 178 of the companies Act2013 is annexedherewith ANNEXURE-II and forming part of this Report.
FORMAL EVALUATION OF BOARD
Evaluation of all Board members is done annually .The evaluation is done by boardNomination and Remuneration committee and Independent Directors with specific focus onperformance and effective functioning of board and individual directors. Criteria forevaluation of board as a whole includes frequency length transparency flow ofinformation administration and disclosure of board meetings held. Individual directorscan be evaluated on the basis of their ability to contribute good governance practices toaddress top management issues long term strategic planning individually time spentattendance & membership in other committees core competencies and obligationfiduciary responsibilities etc.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of knowledge and ability confirms that:
1. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
2. the Directors had 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 at the end of the financial year endingon March 31 2018 and profit and loss of the company for that period;
3. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
4. the Directors had prepared the annual accounts on a going concern basis;
5. the Directors had laid down internal financial controls for the company which areadequate and are operating effectively;
6. the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.
PARTICULARS OF LOANS GURANTEES OR INVESTMENTS
The particulars of Loans guarantees & investments under section 186 of theCompanies Act 2013 have been disclosed in the Balance Sheet.
AUDIT COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details of the all these Committees are given in Report on Corporate Governance asannexed as ANNEXURE-VI and forming part of this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in MGT-9 is annexedherewith as ANNEXURE-I and forming part of this report and same is also availableon the website of the Company.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY
No Company has become or ceased to be its subsidiary joint ventures or associateCompany during the year 2018-18.
LISTING OF SECUTIRIES OF THE COMPANY
The Shares of the Company is listed with Bombay Stock Exchange and Delhi stock Exchangebut the SEBI had withdrawn the recognition of Delhi Stock Exchange on November 19 2014and so the company is not complying with the listing requirement of Delhi Stock ExchangeFurther Annual Listing fee of Bombay stock exchange has not been paid the year 2018-19.
CORPORATE SOCIAL RESPONSIBILITY
Provisions relating to Corporate Social Responsibility under Section 135 is notapplicable to the company.
FINANCIAL INFORMATION OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY
The company has no subsidiary joint ventures or associate Company so this disclosureis not applicable.
REPORT ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING& OUTGO
In accordance with the requirement of 134 (3) (m) of the Companies Act2013 read withRule 8(3) of the Companies (Accounts) Rules2014 your directors furnish hereunder theadditional information as required:
A. CONSERVATION OF ENERGY
Company is making efforts to reduce its dependence on State Electricity power supply.It uses Rice Husk for the boiler to eliminate use of Fuel Oil.Measures include to replacecompact florescent light with low power LED
B. TECHNOLOGY ABSORPTION
The Company is making efforts to absorb latest technology in the plant. Your Companyhas not undertaken any research & development activity.
C. FOREIGN EXCHANGE EARNING & OUTGO
During the year there is no earning and outgo of foreign exchange.
CHANGE IN SHARE CAPITAL
There is no change in the share capital of the company during the year under review.
PARTICULARS OF DISCLOSURE OF REMUNARATION OF DIRECTOR AND EMPLOYEE
As required under Section 197(12) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 the ratio ofremuneration of each director to the median employee's remuneration and other details areannexed as ANNEXURE-III and forming part of this Report.
Your company is not paying any remuneration to its Managing Director or other Directorfor attending Board Meeting and Committee thereof. The details of Remuneration given toCFO and Company Secretary is mentioned in MGT-9 as ANNEXURE-I.
There is no employee drawing remuneration of Rs.60 Lacs or more in a financial year ordrawing a remuneration of Rs.5.00 lacs per month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS
All the related party transactions (if any) are entered on arm's length basis and inthe ordinary course of business. All the transactions are in compliance with theapplicable provisions of the relevant act and SEBI (Listing Obligation and disclosuresRequirements) Regulations 2015 .There was no related party transactions which may havepotential conflict with the interest of the company. During the year Company has notentered into any Related Party Transaction.
ADOPTION OF IND AS
The Company has adopted Indian accounting Standards (Ind AS) as notified by Ministry ofCorporate Affairs with effect from 1st April 2017.The adoption of Ind AS has been carriedout with Ind AS 101 First time adoption of Accounting Standards. Ind AS 101 requires thatall Ind AS standards and interpretations that are issued and effective for the first IndAS financial statements for the year ended 31st March2018be applied retrospectively andconsistently for all financial years presented.
While in the preparation of financial statement the applicable Accounting Standardsissued by the Institute of Chartered Accountants of India (ICAI) have been followed.
RISK MANAGEMENT POLICY
Although it is not mandatory but the company has developed and adopted a riskmanagement policy as a measure of good governance The Details of its Committee are giventhe Corporate Governance Report .The Policy identifies all perceived risks which mightimpact the operations of the company. The company is taking appropriate measure to achieveproper balance between risks and rewards.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
As required under Regulation 22 of SEBI (Listing Obligations and DisclosuresRequirement) Regulations 2015 read with Section 177(9) of the Companies Act 2013 &Rules made there underthe company has established a Vigil Mechanism for their Directorsand Employees to report their genuine concerns or /grievances.
The mechanism also provides for adequate safeguard against victimization of Employeesand directs persons who avail of the mechanism and make provisions for direct access tothe Managing Director.
MANAGEMNT DISCUSSION AND RISK ANLYSIS REPORT
The Management Discussion and analysis as required under Regulation 34(2) of SEBI(Listing Obligations and Disclosures Requirement) Regulations 2015 is annexed as ANNEXURE-IV
SEXUAL HARASSMENT OF WOMEN ON WORKPLACE
The company has zero tolerance for sexual harassment of women at its workplace in viewof provisions of Sexual Harassment of Women at work place (Prevention.prohobition andRedressal) Act2013 and rules made thereunder during the year no complaint has beenreceived on sexual harassment at work place.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an internal control system commensurate with the size scale andcomplexity of its operation the scope and authority of the internal audit function iswell defined in the organization.
To maintain its objectivity and independence Internal Audit function is laid beforethe Audit committee of the Board.
Based on the report of the Internal Audit & Audit Committee observation correctiveactions are undertaken by the respective department and thereby strengthen the controls.
The Statutory Auditors of the company M/s.Gaur V.K. & Company CharteredAccountants New Delhi who was reappointed for a term of three consecutive years i.e.from 2014-15 to 2016-17 who retires at the conclusion of ensuing Annual General Meetingand their office is liable for compulsory rotation under Section 139 of the Companies Act2013 and Rules made there under but unfortunately Mr.V.K Gaur (Prop.) has expired beforethe 23rd Annual General meeting of the Company.
The Board of Directors of the company has filled the casual vacancy cause by death ofprevious auditor by appointing Mr.N.D Sharda Prop. of M/s.N.D.Sharda &Co. CharteredAccountants New Delhi (Firm Regn. No.02004N) as Statutory Auditors of the company who washold office only upto conclusion of 23rd Annual General Meeting of the Company.
Thereafter M/s.R.C.Sharma &Associates Chatereted accountants New Delhi (FirmRegn. No.021787N) was appointed as Statutory Auditor of company in the 23rd AnnualGeneral Meeting for a period of five years who will hold office until the conclusion ofconclusion of 28th Annual General Meeting. The Company has already received a letter ofconsent and declaration to the effect that their appointment if made shall be inaccordance with the provision of the Companies Act 2013 and satisfies the criteriaprovided under Section 141 of the Companies Act 2013.
The Ministry of Corporate Affairs vide notification dated May 7 2018 has done awaywith the requirement of seeking ratification of appointment of Auditors by members of theCompany at their every AGM. Accordingly no resolution is being proposed by the Board ofDirectors for ratification of Statutory Auditors M/s.R.C Sharma & Associates CharteredAccountants New Delhi (Firm Regn. No.02178N) which was appointed by members of theCompany in 23rd AGM held on 28th September 2017 who shall holdoffice for a period of 5 years until y the conclusion of 28th AGM.
Pursuant to the provisions of the Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 and pursuant toresignation of earlier Secretarial Auditor/s S.K Balecha &Co. (Company Secretaries)the Board of Directors of the Company has appointed Mr.Rajiv Kumar Mishra Prop. ofM/s.Rajiv Mishra & Associates (Company Secretaries) bearing CP No.14636 to undertakethe Secretarial Audit of the Company for the year 2016-17 and onward. A Report onSecretarial Audit in Form MR-3 is annexed as ANNEXURE-V and forming part of thisreport.
QUALIFICATION RESERVATION AND ADVERSE REMARK
Auditors' Report on Annual Accounts & Secretarial Audit Report of the company areself explanatory and do not contain any reservation qualification & adverse remark ordisclaimer made by Statutory Auditor and Secretarial Auditor so no comment or explanationis required by Board
Pursuant to the provisions of the Section 138 of the Companies Act 2013 read with theCompanies (Accounts) Rule 2014 the company has appointed M/s.Rajesh Umashankar & Co(Chartered Accountants) as Internal Auditor of the Company
During the period the relations with all employees of the company were cordial andcongenial atmosphere prevailed .your directors appreciate the devoted services rendered bythe employees of the Company.
REPORT ON CORPORATE GOVERNANCE
In term of requirements of Regulation 34(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate Report on Corporate Governance together withAuditors' Certificate regarding compliances of the conditions of Corporate Governance areannexed as ANNEXURE VI and forming part of this report.
Your Directors wish to convey their thankful appreciation for the constant andenthusiastic support of the Company's Customers Shareholders Suppliers Bankers and theState & Central Governments without which the Company would not have been able toaccomplish whatever it has actually attained.
Your Directors also take this opportunity to express their appreciation of the earnestefforts put in by the employees at all levels in achieving the corporate objectives.
| ||By order of the Board of Directors || |
| ||ANS Industries Limited || |
| ||Sd/- ||Sd/- |
| ||(Mehinder Sharma) ||(S.R. Sahore) |
|Place: New Delhi ||Managing Director ||Director |
|Date: 13th August 2018 ||DIN: 00036252 ||DIN: 00036146 |