Your Directors are pleased to present the Fifth Annual Report together with the AuditedFinancial Statements of the company for the financial year ended on 31st March 2022.
1 FINANCIAL PERFORMANCE
The Audited Standalone and Consolidated Financial Statements of the Company as on 31stMarch 2022 are prepared in accordance with the relevant applicable IND AS and provisionsof the Companies Act 2013.
The summarized financial highlight is depicted below:
|Particulars || |
| ||FY 2021-22 ||FY 2020-21 ||FY 2021-22 ||FY 2020-21 |
|Revenue from operations ||28824.16 ||27912.96 ||28824.16 ||27912.96 |
|Other Income ||454.02 ||372.78 ||376.77 ||355.43 |
|Total Income ||29278.18 ||28285.74 ||29200.93 ||28268.39 |
|Profit before Finance Cost Depreciation & Amortization and Tax Expenses ||7454.39 ||7255.64 ||7374.59 ||7231.53 |
|Finance Cost ||103.15 ||34.44 ||103.15 ||34.44 |
|Depreciation & Amortization ||1159.22 ||1050.59 ||1159.22 ||1050.59 |
|Profit Before Tax ||6192.02 ||6170.61 ||6112.22 ||6146.50 |
|(i) Provision for Taxation (Current) ||1545.00 ||1515.00 ||1545.00 ||1515.00 |
|(ii) Deferred Tax ||(80.85) ||(29.22) ||(80.85) ||(29.22) |
|(iii) Provision for tax of earlier years ||(1557.37) ||(691.60) ||(1557.37) ||(691.60) |
|Profit After Tax ||6285.24 ||5376.43 ||6205.44 ||5352.32 |
|Non-Controlling Interest ||- ||- ||- ||- |
|Net Profit after Non-Controlling Interest ||- ||- ||- ||- |
|Other Comprehensive income ||(4.32) ||(1.98) ||(4.32) ||(1.98) |
|Total Comprehensive Income /(Expenses) ||6280.92 ||5374.45 ||6201.12 ||5350.34 |
* There is negligible impact on Companys financials as its Subsidiary has not yetstarted its operation during the year under review.
2 PERFORMANCE REVIEW AND THE STATE OF COMPANYS AFFAIRS
On Standalone Basis
The total income of the Company wasRs. 29278.18 Lakhs during the year as againstRs.28285.74 Lakhs in the previous year. The Company has reported net profit ofRs. 6285.24Lakhs during the year under review as against profit ofRs. 5376.43 Lakhs in the previousyear.
On Consolidated Basis
The consolidated total income of the Company wasRs. 29200.93 Lakhs during the year asagainstRs. 28268.39 Lakhs in the previous year. The Company has reported consolidated netprofit ofRs. 6205.44 Lakhs during the year under review as against profit ofRs. 5352.32Lakhs in the previous year.
All time high opening order book ofRs.393 Crores.
The Board of Directors have recommended a final dividend ofRs.8.00 (80%) per equityshare ofRs.10/- each for the year ended on
31st March 2022. The proposal is subject to the approval of shareholders at the ensuingAnnual General Meeting. The final dividend on equity shares if approved by the memberswould involve a cash outflow ofRs.7.90 Crores.
4 DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Board of the Company has adopted a Dividend Distribution Policywhich is available on the website of the Company at www.anupengg.com > Investors >Policies.
5 TRANSFER TO RESERVES
As permitted under the provisions of the Companies Act 2013 the Board does notpropose to transfer any amount to general reserve.
6 MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no material changes and/or commitments which may affect the financialposition of the Company between the end of the financial period and the date of thisreport.
7 SHARE CAPITAL
During the financial year under the review there has been no change in the AuthorisedCapital of the Company. The Authorised share capital of the company as on 31st March 2022stood atRs.652500000/- divided into 65250000 equity shares of `10/- each.
Allotment of Shares
During the year company has allotted 50000 Equity Shares to the eligible employees onexercise of the options granted under The Anup Engineering Limited - Employee Stock OptionScheme - 2018. During the year under review the Company has neither issued shares withdifferential voting rights nor sweat equity shares. Consequently post allotment thepaid-up share capital of company as on 31st March 2022 stood atRs.98811500/- dividedinto 9881150 equity shares of `10/- each.
8 EMPLOYEE STOCK OPTION SCHEMES (ESOS)
The Company has instituted three schemes viz The Anup Engineering Limited - EmployeeStock Option Scheme - 2018 ("TAEL ESOS - 2018") The Anup Engineering Limited -Employee Stock Option Scheme (Demerger) - 2018 ("TAEL ESOS (DEMERGER) - 2018")and ANUP - Employee Stock Option Scheme - 2019 ("ANUP - ESOS 2019"). The Companyhas issued 87500 options under TAEL ESOS - 2018 58371 options under TAEL ESOS(DEMERGER) - 2018 and 57500 options under Anup - ESOS 2019 up to 31st March 2022. Allthese options are convertible into equal number of Equity Shares of face value ofRs.10/-each.
The disclosures with respect to TAEL ESOS - 2018 TAEL ESOS (Demerger) - 2018 and ANUPESOS - 2019 as required by Section 62 of the Companies Act 2013 Rule 12 of Companies(Share Capital and Debentures) Rules 2014 and the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 are set out in Annexure-A to theBoards Report.
9 DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT 2013
No disclosure is required under section 67(3)(c) of the Companies Act 2013 read withRule 16(4) of Companies (Share Capital and Debentures) Rules 2014 in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid section are not applicable.
The Company has not accepted or renewed any deposits in terms of Chapter V of theCompanies Act 2013 read with the Companies (Acceptance of Deposit) Rules 2014 and hencefurnishing the details of deposit in terms of Chapter V of the Companies Act 2013 is notapplicable to the Company. Further there are no outstanding deposits as at 31st March2022.
11 PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Particulars of loans given investments made guarantees given and securitiesprovided as per Section 186 of the Companies Act 2013 by the Company are disclosed in thefinancial statements of the company.
12 CORPORATE SOCIAL RESPONSIBILITY
The Anup Engineering Limited Policy on Corporate Social Responsibility (TAELCSR) hasbeen put in place to emphasize the underlying value system of the company and a firmbelief that only in a healthy society healthy businesses flourish. It facilitates andformalizes the CSR processes sets up a guiding structure and defines broader thematicareas for projects and programs. The Company defines an annual budget and CSR initiativesand works with like-minded organizations. Our CSR Policy is in sync with the broader areasof Schedule VII of the Companies Act 2013 and will always be aligned to the changes thatget incorporated in the schedule.
During the year under review the company undertook three projects. These included anongoing project of "Farmers Skill Training" under the broad theme RuralDevelopment starting a new Rural Development Project around our proposed area ofoperation at Kheda and supporting a project of setting up a charitable pathologylaboratory at Gandevi Navsari in Gujarat. In addition COVID relief operations were alsoundertaken.
The brief details of Corporate Social Responsibility Policy initiatives undertaken andthe amount spent during the financial year 2021-22 is enclosed as Annexure-B to theBoards Report.
13 HUMAN RESOURCES
A company grows when its people grow. At Anup we believe that talent truly shapesorganizational success and destiny. There is highest commitment to investing in hiring theright talent sustainably engaging and developing them retaining and rewarding them todeliver organizational results and growth. An important focus area for the organizationhas been to respond to trends shaping the future of work that make the company agileproductive and help improve HR systems processes and enhance employee experience. Thecompany has invested efforts in bringing effectiveness in hiring and creating an employerbrand creating internal mobility reorganizing structures in line with business plans andperformance and establishing the right rewards and recognition. To ensure that ouremployees continue to challenge themselves and grow the company has brought a significantfocus to internal mobility and to rotating employees across different functional roles inorder to grow into higher roles. On learning our focus shall continue to be towardsdigitalization of learning and introduction of various e-learning courses on managerial& functional competencies. Adoption of digital tools incorporation of hybrid workculture in our new way of working has ensured that our employees are equipped to workwith these through the right skills. While doing so we have been cognizant ofunderstanding what motivates and engages our people and how they perceive their workenvironment. Therefore we encourage open and regular dialogue between managers and theirteam members and offer hand holding support which ensures our people feel comfortable tospeak up raise concerns and are empowered to initiate improvements. Our approach toperformance management is a holistic one wherein while holding people accountable welook at continuous development and create opportunities for them to excel in new and orlarger roles. This approach is directly linked to our compensation framework and promotionprocess. We also offer a wide range of benefits to our employees.
To ensure we develop future leaders we provide a number of opportunities to fostermanagement and leadership skills. The purpose is to equip our people with the necessarycapabilities to lead the organization through change develop their teams manageperformance and ensure business success in line with the organizational strategy.
14 RISK MANAGEMENT POLICY
The Company has a robust Enterprise Risk Management framework which enables it to takecertain risks to remain competitive and achieve higher growth and at the same timemitigate other risks to maintain sustainable results.
Under the framework the Company has laid down a Risk Management Policy which definesthe process for identification of risks its assessment mitigation measures monitoringand reporting. While the Company through its employees and Executive Managementcontinuously assess the identified Risks the Risk Management Committee reviews theidentified Risks and its mitigation measures annually.
The Company has identified 23 Risks - 9 Strategic Risks 12 Operational Risks & 2Regulatory Risks. Key Strategic Risks include timely completion of upcoming projectsupply chain disruptions reputational risks enhancement of technical know-how andinfrastructure upgradation. Key Operating Risks include price volatility in inputmaterials delayed delivery to customers health and safety. Regulatory Risks includeslitigation and regulatory compliance management.
The Company has a Risk Management Committee of the Board of Directors and RiskManagement Policy consistent with the provisions of the Act and the Listing Regulations.The Internal Audit Department facilitates the execution of Risk Management Practices inthe Company in the areas of risk identification assessment monitoring mitigation andreporting. The Company has laid down procedures to inform the Audit Committee as well asthe Board of Directors about risk assessment and related procedures & status.
The policy identifies the threat of such events as "Risks" which if occurredwill adversely affect value to shareholders ability of Company to achieve objectivesability to implement business strategies the manner in which the Company operates andreputation. Such risks are categorized into Strategic Risks Operating Risks andRegulatory Risks.
The framework defines the process for identification of risks its assessmentmitigation measures monitoring and reporting. While the Company through its employeesand Executive Management continuously assess the identified Risks the Audit Committeereviews the identified Risks and its mitigation measures annually.
15 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has an Internal Audit department with adequateexperience and expertise in internal controls operating system and procedures. The systemis supported by documented policies guidelines and procedures to monitor business andoperational performance which are aimed at ensuring business integrity and promotingoperational efficiency. The Internal Audit Department reviews the adequacy of internalcontrol system in the Company its compliance with operating systems and laid downpolicies and procedures. Based on the report of internal audit function process ownersundertake corrective actions in their respective areas and thereby strengthen thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee of the Board of Directors from time to time.
16 VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The details of the Whistle Blower Policy are explained inthe Corporate Governance Report and is available on the website of the Company atwww.anupengg.com > Investors > Policies.
17 S U B S I D I A R I E S A S S O C I A T E S A N D J O I N T VENTURES/WHOLLYOWNED SUBSIDIARIES
As on 31st March 2022 the Company has a one wholly own subsidiary company namely"Anup Heavy Engineering Limited". Pursuant to the provisions of Section 129(3)of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 a statementcontaining salient features of financial statements of subsidiaries associates and jointventure companies in Form AOC-1 is attached to the Financial Statements. The separateaudited financial statements in respect of the subsidiary shall be kept open forinspection at the Registered Office of the Company. The Company will also make availablethese documents upon request by any Member of the Company interested in obtaining thesame. The separate audited financial statements in respect of the subsidiary are alsoavailable on the website of the Company at www.anupengg.com > Investors>FinancialReports.
The Company has framed a policy for determining material subsidiaries which has beenavailable on the website of the Company at www.anupengg.com > Investors > Policies.
18 DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:
The Board of Directors consists of 6 members out of which 3 are Independent Directorsincluding one women Independent Director and 3 are Non-Executive and Non-IndependentDirectors. The composition is in compliance with the Companies Act 2013 and ListingRegulation.
As per the provisions of Section 152(6) of the Companies Act 2013 and thecompanys Articles of Association Mr. Sanjay S. Lalbhai (DIN: 00008329) shall retireby rotation at the ensuing Annual General Meeting and being eligible has offered himselffor reappointment as the Director of the Company.
Key Managerial Personnel:
As per the provisions of Section 203 of the Companies Act 2013 Mr. Rishi Roop KapoorChief Executive Officer Mr. Bhavesh Shah Chief Financial Officer and Mr. ChintankumarPatel Company Secretary are the key managerial personnel of the Company.
19 ANNUAL EVALUATION MADE BY THE BOARD
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual evaluation of its own performance as well as that of its Committees andindividual directors. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
20 REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The Remuneration Policy is available on thewebsite of the Company at www.anupengg.com > Investors > Policies.
21 FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles rights andresponsibilities in the Company by specifying it in their appointment letter along withnecessary documents reports and internal policies to enable them to familiarize with theCompanys procedures and practices. The Company has through presentations at regularintervals familiarized and updated the Independent Directors with the strategyoperations and functions of the Company and Engineering Industry as a whole. The detailsof such familiarization programs for Independent Directors are explained in the CorporateGovernance Report and is available on the website of the Company at www.anupengg.com >Investors > Policies.
22 DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and they have complied with the Code for Independent Directors asprescribed in Schedule IV to the Companies Act 2013.
23 BOARD AND COMMITTEE MEETINGS
A total 4 Meetings of the Board of Directors 4 meetings of Audit Committee 1 meetingof Nomination and Remuneration committee 1 meeting of Stakeholder's RelationshipCommittee 2 meetings of Corporate Social Responsibility Committee 2 meetings of RiskManagement Committee and 1 meeting of Independent director committee and 7 meeting ofManagement Committee were held during the financial year ended 31st March 2022. Furtherthe details of the Board and the Committee meetings are provided in the CorporateGovernance Report forming part of this Report.
24 DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that: a. in preparation of the annualaccounts for the financial year ended 31st March 2022 the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period; c. they have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d. they have prepared the annual accounts on a going concern basis;e. they have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; f. they havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
25 RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arms length basis in theordinary course of business and are in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large or which warrants theapproval of the shareholders. Accordingly no transactions are being reported in FormAOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014. However the details of transactions with Related Parties are provided in theCompanys financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.
The policy on Related Party Transactions as approved by the Board is available onwebsite of the company at www.anupengg.com > Investors > Policies.
26 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
No significant or material orders impacting going concern basis were passed by theregulators or courts or tribunals which impact the going concern status and Companysoperations in future.
27 AUDITORS AND AUDITORS REPORT Statutory Auditors:
M/s. Sorab S. Engineer & Co. Chartered Accountants (ICAI Registration No.110417W)Statutory Auditors of the Company were appointed as Statutory Auditors of the Company fora period of five years at the 1st Annual General Meeting of the Company held on 29thSeptember 2018 till the conclusion of 6th Annual General Meeting of the Company pursuantto the provisions of Section 139(1) of the Companies Act 2013.
The Report given by the Auditors on the financial statements along with the notes tothe financial statements of the Company for the financial year 2021-22 is forming part ofthe Annual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report.
M/s. Maulin Shah & Associates Cost Accountants Ahmedabad (Firm Registration No.101527) carried out the cost audit for applicable business during the year. The Board ofDirectors has appointed them as Cost Auditors for the financial year 2022-23. Theremuneration payable to the Cost Auditors is required to be placed before the Members in ageneral meeting for their ratification. Accordingly a Resolution seeking Membersratification for the remuneration payable to M/s. Maulin Shah & Associates CostAuditors is included as item No. 4 of the notice convening the Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Ankita Patel Company Secretary in practice Ahmedabad to conduct theSecretarial Audit of the Company for the financial year 2021-22. The Secretarial AuditReport is annexed herewith as AnnexureC to the Boards Report. Therewere no qualifications observations reservations comments or other remarks in theSecretarial Audit Report which have any adverse effect on the functioning of the Company.
28 CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance Report and Management Discussion & Analysis which formpart of this Report are set out separately together with the Certificate from theauditors of the Company regarding compliance of conditions of Corporate Governance asstipulated in Regulation 34 read with Schedule V of the Listing Regulations.
29 BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required by Regulation 34 (2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the year underreview is annexed to the Boards Report and forms an integral part of this report.
30 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure-D tothe Boards Report.
31 EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013 theAnnual Return as on 31st March 2022 is available on the website of the Company atwww.anupengg.com > Investors > Updates.
32 PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of the employees of the Company will be provided uponrequest. In terms of Section 136(1) of the Companies Act 2013 the Report and Accountsare being sent to the Members and others entitled thereto excluding the information onemployees particulars which is available for inspection by the Members at theRegistered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any Member is interested inobtaining a copy thereof such Member may write to the Company Secretary in this regard.Disclosures pertaining to remuneration and other details as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in Annexure-E to the BoardsReport.
33 DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.
Arvind Internal Complaints Committee (AICC) is formed and its details are declaredacross the organization. All AICC members are trained by subject experts on handling theinvestigations and proceedings as defined in the policy During the financial year 2021-22No complaints of sexual harassment were received by the AICC.
34 ENHANCING SHAREHOLDERS VALUE
Your Company believes that its members are its most important stakeholders.Accordingly your Companys operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socioeconomic and environmentaldimensions and contribute to sustainable growth and development.
Your Directors would like to express their appreciation for the assistance andco-operation received from the Companys customers vendors bankers auditorsinvestors Government authorities and stock exchanges during the year under review. YourDirectors place on record their appreciation of the contributions made by employees at alllevels. Your Companys consistent growth was made possible by their hard worksolidarity co-operation and support.
| ||For and on behalf of the Board of Directors |
|Place: Ahmedabad || |
|Date: 17th May 2022 || |
| ||Sanjay S. Lalbhai |
| ||Chairman |
| ||DIN: 00008329 |