| The Company's performance during the financial year ended March 31,
2015 as compared to the previous financial year is summarized as below:
(In Rs.)
Current Year ended Previous Year Ended
31/03/2015 31/03/2014
Revenue from Operations
before tax, interest & 42,18,913.00 48,60,800.00
depreciation
Less: Depreciation 6,09,851.00 6,68,059.00
Less: Finance Charges 84,014.00 5,70,935.00
Profit Before Tax 35,25,048.00 36,21,806.00
Provision for Tax 13,55,230.00 11,19,137.00
Profit After Tax 21,69,818.00 25,02,669.00
Add: Balance brought
forward from previous
year 3,14,34,081.00 2,89,31,412.00
Profit available for
appropriation 3,26,99,439.00 3,14,34,081.00
Balance to be carried
forward to the balance
sheet 3,26,99,439.00 3,14,34,081.00
NATURE OF BUSINESS
The Company is engaged in the activities of Land for Real Estate
Development. On the real estate development front, the Company develops
residential, commercial, retail and social infrastructure projects.
There was no change in the nature of the business of the Company during
the year under review.
FINANCIAL PERFORMANCE
During the year under review, your Company's total revenue stood at Rs.
1,38,68,489 as at 31st March, 2015 as compared to Rs. 1,72,31,477 as at
31st March, 2014.
Your directors hoping the good business performance in the coming
years.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the
profits earned during financial year ended 2014-15.
DIVIDEND
The Board of Directors has not recommended any dividend on the Share
Capital of the Company for the period ended 31st March 2015 considering
the current cash flow position of the Company.
DEPOSITS
During the year under review, your Company did not accept any deposits
in terms of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2014, no
amounts were outstanding which were classified as 'Deposits' under the
applicable provisions of Companies Act, 1956 and hence, the requirement
for furnishing of details of deposits which are not in compliance with
the Chapter V of the Companies Act, 2013 is not applicable.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY (DISCLOSURE OF ORDERS
PASSED REGIONAL DIRECTOR, NOIDA)
During the year under review the Company's registered office has
shifted in the State of Uttar Pradesh from the State of Delhi. The
Shifting of Registered Office has been confirmed by Regional Director,
Northern Region Bench, Noida on 25.03.2015 order no. SRN C40186165
(13)/2013/13432.
DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position have
occurred between the end of the financial year of the Company and the
date of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All transactions of the Company with Related Parties are in the
ordinary course of business and at arm's length. Information about the
transactions with Related Parties is given in the Corporate Governance
Report which forms a part of this Annual Report.
Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the
Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts)
Rules, 2014 is given as Annexure I to this Directors' Report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
Particulars of loans, guarantees and investments as on 31st March, 2015
are given in the Notes to the financial statement.
DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights
during the year under review and hence no information as per provisions
of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014
has been furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARE
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 has been
furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK
PURCHASE SCHEME
The Company has not issued any employee stock option scheme and
employee stock purchase scheme and hence no information as provisions
of Rule 12(9) of the Companies (Share Capital and Debenture) Rules,
2014 and SEBI (Employee Share Based Employee Benefits) Regulations,
2014, has been furnished.
DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY
EMPLOYEES
There are no shares held by trustees for the benefit of employees
therefore, no disclosure under Rule 16(4) of the Companies (Share
Capital and Debentures) Rules, 2014 has been furnished.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year the board of directors of the Company has appointed Ms.
Kanchan Agarwal as Company Secretary and appointment of Ms. Kanchan
Agarwal was formalized as the Key Managerial Personnel of the Company
to comply with the provisions of Section 203 of the Companies Act,
2013.
During the year under review, Board of Directors appointed of Mrs.
Kusum Singhal as Women Director (Category: Additional Independent
Director) w.e.f. 30.03.2015.
In accordance with the Articles of Association of your Company and
pursuant to provision of Companies Act, 2013, Mr. Ashok Kumar Mittal,
Non Executive Director, Chairman retires from office by rotation, and
being eligible, offer themselves for re-appointment at the ensuing
Annual General Meeting of the Company. The brief resume of Mr. Ashok
Kumar Mittal, as required interalia in terms of Clause 49 of the
Listing Agreement with the stock exchanges, are provided elsewhere in
this Annual Report.
Mr. Ramesh Chand Agarwal, Non Executive, Independent Director has
relinquished the post of Non Executive, Independent Director from the
Board and continues as an Non Executive Director of the Company.
The Board of Directors has appointed Mr. Rhythm Garg as an additional
independent director w.e.f 10.04.2015.
Section 149 and other applicable provisions of the Companies Act, 2013,
require the Company to have at least one-third of the total number of
Directors as Independent Directors. In the opinion of the Board, Mrs.
Kusum Singhal and Mr. Rhythm Garg are Independent Directors in terms of
the Listing Agreement, meet the criteria of independence in terms of
section 149 (6) of the Act, are being considered for appointment as
Independent Directors of the Company under sections 149,150 and 152
read with Schedule IV of the Act. The Company has received declarations
from all these Directors of the Company confirming that they meet with
the criteria of independence as prescribed both under section 149 (6)
and Schedule IV of the Companies Act, 2013 and clause 49 of the Listing
Agreement with the Stock Exchanges. Accordingly resolutions will be
placed at the ensuing Annual General Meeting (AGM) for their
appointment as Independent Directors for a period of five consecutive
years from the date of ensuing AGM and not liable to retire by
rotation.
Mr. Anil Kumar Agarwal, Whole Time Director has been re-appointed by
the Board of Directors as Whole Time w.e.f 30.05.2015 for a period of
five year and his appointment was formalized as the Key Managerial
Personnel of the Company to comply with the provisions of Section 203
of the Companies Act, 2013.
DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual declarations
from all the Independent Directors confirming that they fulfill the
criteria of independence as specified in Section 149(6) of the
Companies Act, 2013.
DISCLOSURE UNDER SECTION 134 (3)(B)
Number of Board Meetings
The Board of Directors met 13 times during the financial year ended
March 31, 2015 in accordance with the provisions of the Companies Act,
2013 and rules made thereunder. Directors of the Company actively
participated in the meetings and contributed valuable inputs on the
matters brought before the Board of Directors from time to time.
Number of Committees Meeting
The Audit Committee met 5 times during the financial year ended March
31, 2015. The Stakeholders Relationship Committee met 4 times during
the financial ended March 31, 2015. The nomination and remuneration
committee met 1 time during the financial year ended March 31, 2015.
Members of the Committees discussed the matter placed and contributed
valuable inputs on the matters brought before.
Additionally, during the financial year ended March 31, 2015 the
Independent Directors held a separate meeting in compliance with the
requirements of Schedule IV of the Companies Act, 2013 and Clause
49(II)(B)(6) of the Listing Agreement. (Non Compliance)
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended
March 31, 2015, the Board of Directors hereby confirms that:
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. The Directors had selected such accounting policies have been
selected and applied consistently and the Directors made judgments and
estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as on March 31, 2015 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 of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. The Directors has prepared annual accounts of the Company have been
prepared on a going concern basis;
5. The Directors had laid down internal financial controls have been
laid down to be followed by the Company and that such internal
financial controls are adequate and were operating effectively;
6. The Directors had devised proper systems have been devised to
ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee and
formulated the criteria for determining the qualification, positive
attributes and independence of a Director (the Criteria). The
Nomination and Remuneration Committee has recommended to the Board a
policy relating to the remuneration for Directors, Key Managerial
Personnel and other employees, as required under Section 178 (1) of the
Companies Act, 2013.
Kindly refer section on Corporate Governance, under the head,
'Nomination and Remuneration, Committee' for matters relating to
constitution, meetings, functions of the Committee and the remuneration
policy formulated by this Committee.
ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD
The Criteria, inter alia, includes: a person to be appointed on the
Board of the Company should possess in addition to the fundamental
attributes of character and integrity, appropriate qualifications,
skills, experience and knowledge in one or more fields of engineering,
banking, management, finance, marketing and legal, a proven track
record, etc.
AUDIT COMMITTEE
An Audit Committee is in existence in accordance with the provisions of
Section 177 of the Companies Act, 2013. Kindly refer to the section on
Corporate Governance, under the head, 'Audit Committee' for matters
relating to constitution, meetings and functions of the Committee.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the provisions of Section 135 of the Companies Act, 2013,
constitution of Corporate Social Responsibility (CSR) Committee and
matters relating to it is not applicable to Company. Hence there is no
information regarding it.
OTHER BOARD COMMITTEES
For details of other board committees viz. Stakeholders Relationship
Committee, Nomination and Remuneration Committee, kindly refer to the
section on Corporate Governance.
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism, through a Whistle Blower
Policy, where Directors and employees can voice their genuine concerns
or grievances about any unethical or unacceptable business practice. A
whistle-blowing mechanism not only helps the Company in detection of
fraud, but is also used as a corporate governance tool leading to
prevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach
the Compliance Officer or the Chairman of the Audit Committee, where
necessary. The Company ensures that genuine Whistle Blowers are
accorded complete protection from any kind of unfair treatment or
victimization. The Whistle Blower Policy is disclosed on the website
of the Company at www.annainfra.com.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has formulated a Risk Management
Policy which aims at enhancing shareholders' value and providing an
optimum risk reward thereof. The risk management approach is based on a
clear understanding of the variety of risks that the organization
faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls related
to financial statement. During the year, such controls were tested and
no reportable material weaknesses were observed by Internal Auditors of
the Company for inefficiency or inadequacy of such controls. Some of
the controls are outlined below:
The Company has adopted accounting policies, which are in line with
the Accounting Standards and other applicable provisions of the
Companies Act, 2013;
Changes in polices, if any, are approved by the Audit Committee in
consultation with the Auditors;
In preparing the financial statement, judgment and estimates have
been made based on sound policies. The basis of such judgments and
estimates are approved by the Auditors and the Audit Committee;
PARTICULARS OF EMPLOYEES AND REMUNERATION
Your Directors appreciate the significant contribution made by the
employees to the operations of your Company during the period.
The information required on particulars of employees as per Section
197(12) of the Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Remuneration of Managerial 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 Act, 2013, the aforesaid particulars are not being sent as a
part of this Annual Report. Any Member interested in obtaining a copy
of the same may write to the Company Secretary at the registered office
of the Company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, Extract of the Annual Return for the financial year ended March
31, 2015 made under the provisions of Section 92(3) of the Act is
attached as Annexure III which forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy, Foreign exchange
earnings and outgo and technology absorption have not been furnished
considering the nature of activities undertaken by the Company during
the year under review.
CORPORATE GOVERNANCE
The report on Corporate Governance and the certificate from the
Statutory Auditors regarding compliance with the conditions of
Corporate Governance have been furnished in the Annual Report and form
a part of the Annual Report.
MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separately
furnished in the Annual Report and forms a part of the Annual Report.
AUDITORS AND THEIR REPORTS
The matters related to Auditors and their Reports are as under:
OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH
31, 2015 The auditor's report does not contain any qualification,
reservation or adverse remark or Disclaimer.
STATUTORY AUDITORS APPOINTMENT
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, M/s. Mehra Sanjay &
Co., Chartered Accountants, the Statutory Auditors of the Company, hold
office upto the conclusion of the Twenty Fourth (24th) Annual General
Meeting.
However, their appointment as Statutory Auditors of the Company is
subject to ratification by the Members at every Annual General Meeting.
The Company has received a certificate from the said Auditors that they
are eligible to hold office as the Auditors of the Company and are not
disqualified for being so appointed.
Necessary resolution for ratification of appointment of the said
Auditors is included in the Notice of Annual General Meeting for
seeking approval of members.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2015
As required under provisions of Section 204 of the Companies Act, 2013,
the report in respect of the Secretarial Audit carried out by M/s
Satyendra Sharma & Associates, Company Secretaries in Form MR-3 for the
FY2014-15 is attached as Annexure IV which forms part of this Report.
The said report does not contain any adverse observation or
qualification requiring explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers, suppliers,
bankers, business partners/associates, financial institutions and
various regulatory authorities for their consistent
support/encouragement to the Company.
Your Directors would also like to thank the Members for reposing their
confidence and faith in the Company and its Management.
By Order of the Board of Directors
For Anna Infrastructures Limited
Agra, August 13, 2015
(Ashok Kumar Mittal)
Chairman
DIN: 00320504
Registered Office:
Shop. No. 1 & 3, E-14/6, First Floor,
Shanta Tower, Sanjay Place,
Agra-282002
CIN: L65910UP1993PLC070612
Telephone: 0562-2527004
Email ID : annainfra@gmail.com
Website :www.annainfra.com
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