Your Directors have pleasure in presenting their 25th Annual Report of your Companytogether with Annual Audited Financial Statements and Auditors' Report for the year ended31st March 2019.
FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE)
During the year under review performance of the company as under:df
| || ||(Rs.in Lacs) |
|PARTICULARS ||Year Ended 31st March 2019 ||Year Ended 31st March 2018 |
|Total Income ||46.12 ||375.81 |
|Total Expenditure ||139.36 ||342.94 |
|Profit/(Loss) before Depreciation & Tax ||58.20 ||32.87 |
|Depreciation ||35.03 ||53.38 |
|Tax ||00.00 ||0.00 |
|Net Profit/(Loss) for the year ||(93.23) ||(20.51) |
STATE OF AFFAIRS OF THE COMPANY
Your Company has made net loss of Rs. 93.23 Lacs during the year 2018-19 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. Thereis lot of scope in food process industry and your management is making sincere effort tocapitalize it. Further the Board of your Company is also looking for other availableoptions which is in the best interest of Company & Shareholders.
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
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 is given in "Corporate Governance Report"forming part of this annual report. The maximum gap between any two consecutive meetingsdoes not exceed 120 days as prescribed under the Companies Act 2013.
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.
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. Mahesh Kumar Sharma (DIN-00042874) who retiresby rotation 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. Ravindra Kumar Agarwal (DIN02171916) appointed as IndependentDirector 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 Act 2013 thecompany 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 Act 2013 and acommittee has been formed by the Board the details of which is annexed herewith ANNEXURE-Iand 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 2019 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-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 2018-19.
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 been paid for the year 2019-20.
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 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
No employee comes under the specified remuneration limited mentioned under Rule 5(2) ofthe 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. If the Company has enterded into anyrelated party transactions same has been entered on arm's length basis.
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 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) Act 2013 and rules made there under there is no complaint has been received onsexual harassment at work place during the year and Reg 34(3) read with Schedule V ofSEBI(LODR) Reg 2015 is not applicable to the Company.
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.
M/s. R.C. Sharma & Associates Chatereted accountants New Delhi (Firm Regn.No.021787N) was appointed as Statutory Auditors of the 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 Act2013 Companies Act 2013.
Pursuant to the provisions of 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. Rajiv Kumar Mishra Prop. of M/s. Rajiv Mishra& Associates (Company Secretaries) bearing CP No. 14636 to undertake the SecretarialAudit of the Company. A Report on Secretarial Audit in Form MR-3 is annexed as ANNEXURE-Vand forming part of this report.
ANNUAL SECRETARIAL COMPLINACE REPORT
Pursuant to SEBI Circular No.CIR/CFD/CMDI/27/2019 dated 8th February 2019 your companyhas submitted the Secretarial Compliances Report for the year ended 31st March2019 issuedby Mr. Rajiv Mishra ( Practicing Company Secretary) prop of Rajiv Mishra & AssociatesDelhi with BSE Limited within the prescribed time.
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.
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.
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) |
|Managing Director ||Director |
|DIN: 00036252 ||DIN: 00036146 |
Place : New Delhi
Date : 9th August 2019