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ANS Industries Ltd.

BSE: 531406 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE234J01018
BSE 00:00 | 19 May 10.50 -0.25
(-2.33%)
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NSE 05:30 | 01 Jan ANS Industries Ltd
OPEN 10.50
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VOLUME 50
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Sell Price 0.00
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OPEN 10.50
CLOSE 10.75
VOLUME 50
52-Week high 13.63
52-Week low 6.04
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ANS Industries Ltd. (ANSINDUSTRIES) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 27th Annual Report of your Companytogether with Annual Audited Financial Statements and Auditors' Report for the year ended31st March 2021.

FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE)

During the year under review performance of the company as under:

(Rs. in Lacs)

PARTICULARS Year Ended 31st March 2021 Year Ended 31st March 2020
Total Income 184.60 14.51
Total Expenditure 448.51 57.13
Profit/(Loss) before Depreciation & Tax 263.79 42.62
Depreciation 27.18 29.09
Tax 5.86 0.00
Net Profit/(Loss) for the year after Dep & Tax (297.01) (71.71)

STATE OF AFFAIRS OF THE COMPANY

Your Company has made net loss of Rs. 297.01 Lacs during the year 2020-2021 as comparedto net loss of Rs. 71.71 Lacs during the previous year. Directors are making sincereefforts to increase the profit of the Company.

During the year the Company has not processed green peas during the pea Season. Thereis a lot of scope in the food processing industry and your management is making sincereefforts to capilialize. Further your Board is also looking for other available optionswhich is in the best interest of Company. The Board of the company may also diversity thebusiness of the company apart from existing line of business which is in the best interestof the company & stakeholders.

COVID -19 PANDEMIC

Coronavirus 2019 (COVID-19) an infectious disease which leads to acute respiratorysymptoms and can also lead to loss of life was first identified in December 2019. Sincethen the health hazard spread to most parts of the world with the World HealthOrganization ("WHO") declared it as pandemic. Following the COVID-19 outbreak inIndia the government announced the nationwide lockdown in order to the spread of theinfection. Under the circumstances the Company forthwith decided to scale down itsoperations to support government efforts. As a responsible corporate citizen we activelyparticipated and contributed to the extent possible in fight against this Pandemic withthe respective local authorities States and Central Government etc.

DIVIDEND

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

DEPOSITS

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 2021 to which the financial statementrelates and the date of the report

BOARD MEETINGS

During the year under review 5 (Five) 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.

COMMITTEE MEETINGS

The Board has duly constituted the Audit Committee and other Committees which aremandatory for your company. Details of which is furnished in "Corporate GovernanceReport" forming part of this Annual Report.

POSTAL BALLOT

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

During the year under reviwe your company has 5 (Five) Directors. Mr. Mehinder Sharma(DIN-00036252) who retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. As per Regulation 36(3) of the SEBI (ListingObligations & Disclosures Requirement) Regulations 2015 the particulars ofreappointments of Mr. Mehinder Sharma are given in the notice of Annual General Meeting.Mr. Mahesh Kumar Sharma (DIN: 00042874) resigned from the Board of the company w.e.f.17/10/2020 and consequently ceased from the membership of various committees and Mr. DhruvSharma (DIN-07844050) has been instered in place of Mr. Mahesh Kumar Sharma as a member ofthose committees w.e.f. 17/10/2020.

Mr. Mehinder Sharma Managing Director Mr. Subodh Kumar CFO and Mr. Manoj Mishra arethe KMP as per the provisions of Companies Act 2013.

NOMINATION AND REMUNARATION POLICY

As required under Regulation 19 of SEBI (Listing Obligations and DisclosuresRequirement)Regulations 2015 read with Section 134(3)(e) of the Companies Act 2013 thecompany has a policy on Directors Appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub section 3 of Section 178 of the companies Act2013 is annexedherewith ANNEXURE-I and forming part of this Report.

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 2021 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 toensure compliance with the provisions of all applicable laws and such systems wereadequate 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-II and forming part of this report.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

No Company has become or ceased to be its subsidiary joint ventures or associateCompany during the year 2020-21.

LISTING OF SECUTIRIES OF THE COMPANY

The Shares of the Company is listed with Bombay Stock Exchange and Annual Listing feeof Bombay stock exchange has already been paid.

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 Act 2013 read withRule 8(3) of the Companies (Accounts) Rules2014 your directors furnish hereunder theadditional information as required:

A. CONSERVATION OF ENERGY

Company is depend on State Electricity Board & own DG set for its power supply.

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-II.

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.

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 under the 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 asANNEXURE-IV

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013

The Company has zero tolerance for sexual harassment of women at its workplace andadopted a policy for prevention of Sexual Harassment of Women at workplace and has formeda Committee for implementation of said policy. No complaint of harassment was receivedduring the year.

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 & AuditCommittee observation corrective actions are undertaken by the respective department andthereby strengthen the controls.

STATUTORY AUDITORS

M/s. R.C. Sharma & Associates Chatereted accountants New Delhi (Firm Regn.No.021787N) was appointed as Statutory Auditor of company in the 23rd Annual GeneralMeeting for a period of five years who will hold office until the conclusion of conclusionof 28th Annual General Meeting.

The Auditors in their report have referred to the notes forming parts of the accounts.the said notes are self explanatory and do not contain any qualification reservation andremark or disclaimer and also no offence or fraud was reported by the Auditors underSection 143(12) of the Companies Act 2013 Companies Act 2013.

SECRETERIAL AUDITOR

Pursuant to the provisions of the Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Board ofDirectors of the Company has appointed Mr. Anuj Gupta Prop. of Anuj Gupta &Associates (Company Secretaries) bearing CP No. 13025 to undertake the Secretarial Auditof the Company. A Report on Secretarial Audit in Form MR-3 is annexed as ANNEXURE-V andforming part of this report.

ANNUAL SECRETARIAL COMPLINACE REPORT

Pursuant to SEBI Circular No.CIR/CFD/CMDI/27/2019 dated 8th February 2019 theSecretarial Compliances Report is not applicable on the Company.

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

INTERNAL AUDITOR

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

MAINTENANCE OF COST RECORDS

Your company is not required to maintain cost audit records as specified by the CentralGovernment.

DISCLOSURE OF COMPLIANCES WITH SECRETARIAL STANDARDS

Your directors confirm that the Secretarial Standards as issued by the Institute ofCompany Secretaries of India have been complied with.

INDUSTRIAL RELATIONS

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.

ACKNOWLEDGEMENT

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)
Date : 28th August 2021 Managing Director Director
Place : New Delhi DIN: 00036252 DIN: 00036146

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